General Terms and Conditions for the Provision of SaaS Software Products for a Limited Period (Lease)
§ 1 General Provisions and Scope 1.1. The following General Terms and Conditions (GTC) apply to all business relationships between the customer and Tim Schnarr, operating under the business name LimesGroup® and its brands, Gotenstr. 26, 61352 Bad Homburg (hereinafter referred to as: LIMESGROUP), in the field of the provision of Software as a Service (SaaS) services.
1.2. Customers of LIMESGROUP within the meaning of these GTC may exclusively be entrepreneurs, associations, federations, and municipal or public-law institutions.
1.3. An entrepreneur within the meaning of these GTC is, pursuant to § 14 BGB, a natural or legal person or a partnership with legal capacity, who, when concluding a legal transaction with LIMESGROUP, acts in the exercise of their commercial or independent professional activity. A partnership with legal capacity is a partnership equipped with the capacity to acquire rights and incur liabilities. A customer representing a public special fund is also deemed an entrepreneur in this sense.
§ 2 Subject Matter of the Agreement 2.1. LIMESGROUP provides the customer, for the duration of the agreement, with the software solutions specified in the offer for their intended use. If the customer commissions the use of the software within the scope of the cloud services offered by LIMESGROUP, LIMESGROUP also provides the necessary storage space on servers operated by LIMESGROUP and the IT infrastructure required for the operation of the software on these servers for internet-based software usage.
2.2. The subject matter of the agreement therefore comprises:
Provision of the software applications specified in the agreement (hereinafter referred to as: Software) in the scope of the contractually agreed user licenses for their intended use for the duration of the agreement.
Provision of storage space on servers operated by LIMESGROUP, if the customer commissions the use of the cloud services offered by LIMESGROUP, as well as the IT infrastructure necessary for maintaining the operation of the cloud services to ensure the software can be used via the internet.
§ 3 Provision of Software 3.1. LIMESGROUP provides the customer with the software in its current version for a fee for the duration of this agreement. If the cloud services from LIMESGROUP are commissioned, LIMESGROUP sets up the software on a server accessible to the customer via the internet.
3.2. The current functional scope of the software is set out in the service description in the offer underlying the agreement.
3.3. LIMESGROUP shall promptly rectify all software defects in accordance with technical possibilities. A defect exists if the software does not perform the functions described in the service description, delivers incorrect results, or otherwise fails to operate properly, thus making its use impossible or limited.
3.4. LIMESGROUP shall, in consultation with the customer and where available, install updates and upgrades of the software.
§ 4 Rights of Use to the Software 4.1. LIMESGROUP grants the customer a non-exclusive, non-transferable right to use the contractually agreed software within the scope of the contractually agreed user licenses for the intended purpose and, if commissioned, within the framework of the cloud services offered by LIMESGROUP during the term of the agreement.
4.2. The customer may only modify the software to the extent covered by its intended use as defined in the current service description by LIMESGROUP. There is no entitlement to the provision of the source code.
4.3. The customer may only reproduce the software to the extent covered by its intended use as per the current service description. Necessary reproductions include loading the software into memory and storing the software or client software on customer devices to the extent of the contractually agreed user licenses.
4.4. The customer is not entitled to make the software available to third parties, whether for a fee or free of charge. Subletting of the software is expressly not permitted.
4.5. The customer undertakes to structure any contractual relationships with third parties such that free use of the software is excluded.
§ 5 Consulting Services / Software Customization 5.1. Prior to concluding the agreement, LIMESGROUP offers the customer the option to determine their specific requirements through paid planning services and check the compatibility of the customer’s systems with the software. Unless the offer underlying the agreement includes specific customer adaptations or interface modifications, LIMESGROUP is only obliged to provide its standard software. If the customer subsequently desires further customization services and these are feasible according to LIMESGROUP’s review, they must be commissioned separately and remunerated according to LIMESGROUP’s current price list.
5.2. Even if the customer commissions specific customizations of the software, no additional rights of use arise beyond those listed in § 4.
§ 6 Remuneration, Payment Terms 6.1. The customer agrees to pay the agreed monthly or annual fee plus VAT for the provision of the software, any commissioned cloud services, and any agreed support services.
6.2. Fees for software provision and the operation and maintenance of LIMESGROUP cloud services are payable monthly or annually in advance. All amounts are due by the 3rd business day of each month and are payable to LIMESGROUP without deductions.
6.3. One-time costs such as consulting, training, and customization services are due upon completion of the respective partial service or acceptance and will be invoiced accordingly. LIMESGROUP invoices are payable without deductions within 14 days of issuance.
6.4. All prices are exclusive of applicable VAT.
§ 7 Installation, Training, Support 7.1. If installation and setup of the software are not contractually agreed to be provided by LIMESGROUP or if cloud services are not commissioned, installation and setup must be carried out by the customer. The customer must ensure their IT infrastructure meets the system requirements of the software.
7.2. LIMESGROUP provides instruction and training to the extent agreed in the contract or by separate agreement based on the price list valid at the time of commissioning.
7.3. If the parties conclude an additional software service agreement at the time of contract conclusion, the conditions set out therein apply.
7.4. If the agreed monthly support volume is exceeded, LIMESGROUP will notify the customer. Upon receiving such notice, the customer must confirm whether they wish to continue support beyond the agreed volume. Additional support will be invoiced based on LIMESGROUP’s current price list.
7.5. LIMESGROUP will respond as quickly as possible during business hours to customer inquiries regarding use of the contract software and any additional SaaS services, either by phone or in writing.
§ 8 Provision of Storage Space When Commissioning LIMESGROUP Cloud Services 8.1. LIMESGROUP provides the customer with a contractually defined storage space on a server for storing data and operating the software. If the space is insufficient, LIMESGROUP will notify the customer, who may order additional space, subject to availability.
8.2. LIMESGROUP ensures the customer’s data is accessible via the internet and the software can be used online.
8.3. The customer may not make this storage space available to third parties, either in whole or in part, for a fee or free of charge.
8.4. The customer must not store content that violates laws or third-party agreements on the provided storage space.
8.5. LIMESGROUP shall take appropriate precautions against data loss and unauthorized access. This includes backups, current virus protection, and state-of-the-art firewalls.
8.6. The customer remains the sole owner of their data and may demand its release at any time, especially upon contract termination. Data will be provided via data transmission. The customer has no right to receive software suitable for data use.
§ 9 Customer Obligations 9.1. The customer must not store illegal content on the storage provided through LIMESGROUP cloud services.
9.2. The customer must prevent unauthorized access to the software by securing login credentials. Employees must be instructed not to make unauthorized copies of the software.
9.3. Despite LIMESGROUP’s backup obligations, the customer is responsible for entering, maintaining, and backing up data required for SaaS use.
9.4. The customer must check data for viruses or harmful components before entry, using up-to-date antivirus software.
9.5. The customer must ensure that users keep their login credentials confidential.
9.6. Customer content may be subject to copyright and data protection. The customer grants LIMESGROUP the right to duplicate content stored on the server for backup purposes.
§ 10 Interruptions / Impairment of Accessibility When Using LIMESGROUP Cloud Services 10.1. Modifications and maintenance may cause temporary interruptions only if technically necessary.
10.2. Basic functions of SaaS services are monitored daily. Maintenance is ensured Monday to Friday, 08:30–16:00, excluding public holidays. LIMESGROUP will inform the customer of maintenance and carry it out as quickly as possible. If an issue cannot be resolved within 24 hours, LIMESGROUP will notify the customer within 48 hours with reasons and an expected resolution timeframe.
10.3. The agreed services must be available 99% annually, including maintenance. Availability must not be interrupted for more than two consecutive calendar days.
§ 11 Default 11.1. LIMESGROUP may block software access during significant payment default. Fees remain due.
11.2. If the customer
is in arrears for two consecutive months for substantial parts of the fees, or
is in arrears over a period exceeding two months in an amount equivalent to two monthly fees, LIMESGROUP may terminate the contract without notice. Further claims due to default remain reserved.
§ 12 Defect Liability / Limitation of Liability 12.1. LIMESGROUP ensures functionality and operational readiness of the software and cloud services per the contract.
12.2. The customer is liable for charges incurred by unauthorized third-party use due to their fault.
12.3. The customer indemnifies LIMESGROUP against third-party claims based on stored data and compensates related costs.
12.4. LIMESGROUP may block access if there is a justified suspicion of illegal or infringing data. The customer will be informed and the block lifted once suspicion is dispelled.
12.5. The customer must inform LIMESGROUP if third-party claims restrict usage rights and allow LIMESGROUP to manage legal proceedings. LIMESGROUP covers costs unless the customer is at fault.
12.6. LIMESGROUP is liable for intent and gross negligence. For slight negligence, only in case of injury to life, body, health, or breach of essential obligations. No liability for unforeseeable or atypical damages. No liability for data loss due to customer’s failure to back up.
§ 13 Force Majeure If a party cannot perform due to force majeure (e.g., war, strike, natural disasters, power failure), they are exempt from performance obligations for the duration of the impediment.
§ 14 Term and Termination / End of Usage Rights 14.1. The contract begins upon signature by both parties. Minimum term is contractually agreed.
14.2. It may be terminated with three months’ notice to the end of the minimum term. Otherwise, it renews for 12 months and may be terminated with three months’ notice to the end of each term.
14.3. Termination for cause remains unaffected. It requires prior written notice and a chance to cure the breach.
§ 15 Data Protection 15.1. The customer is responsible for obtaining necessary consents from their clients and partners, especially for personal data within the cloud services.
§ 16 Applicable Law, Jurisdiction, Place of Performance 16.1. German law applies. CISG is excluded.
16.2. Exclusive jurisdiction for all disputes is Bad Homburg v.d.H., if the customer is a merchant.
16.3. Unless otherwise agreed, the place of performance is the location of LIMESGROUP.
§ 17 Miscellaneous Changes and amendments must be in writing. This also applies to waiver of this clause. No side agreements exist.
If individual provisions are invalid, the remainder remains effective. Invalid provisions shall be replaced by valid ones that most closely achieve the intended purpose. § 139 BGB does not apply.
