General Terms and Conditions of rsaccess GmbH
As of 2026-09-30 V1.0.1
This English version is a translation. In case of any discrepancy, the German version prevails.
- General
- These General Terms and Conditions (GTC) apply to rsaccess GmbH, hereinafter "rsaccess".
- Buyers and users are hereinafter referred to as the "Customer".
- The business purpose of the company is the development, consulting, training, sale, rental and service of software applications.
- rsaccess Server is the installation variant "local server".
- rsaccess Cloud is the application variant "Cloud-Server" or "Lowest-Cloud".
- rsaccess mobile App is the application variant "Cloud mobile App" (web technology for mobile devices) or "native mobile App" (e.g. iOS or Android apps).
- Documentation is available exclusively as a download and not in printed form.
- Software and data are available exclusively as a download.
- Licenses are bound to the Customer and are not transferable.
- These GTC apply only to entrepreneurs, legal entities under public law and special funds under public law (Section 310 (1) sentence 1 of the German Civil Code, BGB).
- Scope
- The following provisions apply to all legal transactions of rsaccess concerning the purchase, licensing, delivery, accompanying services and service of software. Conflicting terms of the Customer are rejected; they are binding only if we have expressly acknowledged them in writing before the contract is concluded. In all other respects, these GTC apply.
- These GTC also apply to all future transactions with the Customer.
- Offers and Orders
- Our offers are non-binding until we confirm an order in writing. Samples and specimens are non-binding general indications. The Customer ensures that rsaccess has all information required for consulting and preparing an offer.
- We are entitled to accept a Customer's offer to conclude a contract within four weeks of its receipt by us, unless the offer states otherwise. The scope of delivery is determined by our order confirmation.
- Our acceptance of the offer to conclude a contract requires text form to be effective.
- We are entitled to make partial deliveries, provided this is reasonable for the Customer.
- Trial deliveries are deemed accepted by the Customer as a firm purchase at the end of the agreed trial period, unless otherwise agreed in writing or the Customer returns the trial delivery to us within the trial period.
- If a service contract is concluded, the start of maintenance requires a chargeable update to the current version.
- Prices
- Our prices are net, plus statutory value-added tax, ex works, excluding packaging, insurance, postage, delivery costs and installation.
- If more than four months pass between the conclusion of the contract and delivery and prices increase in the meantime, we are entitled to charge the Customer the higher prices.
- License fees are due monthly on the first working day of the month.
- Terms of Payment
- The terms and deadlines of payment are governed by the respective order confirmation. Payment is made in time when it is received by us.
- If the Customer does not pay when due or if payments are deferred, outstanding amounts bear interest at 9 percentage points above the base interest rate. We reserve the right to claim further damages and other rights.
- The Customer may set off against our claims only with undisputed claims or claims established by final judgment. The same applies to rights of retention.
- Delivery
- All deliveries and services are made from the registered office of rsaccess, unless otherwise agreed.
- Periods agreed for deliveries and services begin upon receipt by the Customer, unless otherwise agreed.
- Delivery dates and delivery periods are binding only once we have confirmed them expressly and in writing.
- We are not liable for impossibility of delivery or for delays in delivery caused by force majeure. If such a delay lasts longer than six months, either party may withdraw from the contract.
- Retention of Title
- The goods delivered remain our property until all existing and future claims have been paid in full and may not be resold.
- Warranty
- All internal websites, descriptions and documentation have been prepared and checked with great care. Deviations between different platforms may occur in particular. We assume no liability for the correctness, completeness and timeliness of the content. Properties are deemed warranted only if they are expressly designated as such.
The software may contain further, undescribed functions. There is no legal claim to these functions. Technical data without guarantee; technical changes reserved. - If the products we deliver or the services we perform are defective, we will, in accordance with the statutory provisions and this Section 8, remedy the defect or provide a replacement at our discretion. Withdrawal due to defects is possible only after the second failed attempt at remedy. Claims for damages exist exclusively to the extent set out in Section 9. All replaced products become our property again.
- Claims based on defects become time-barred twelve months after the transfer of risk or after completion of the remedy.
- The Customer must inspect every delivered product without delay upon receipt. There is no warranty claim if complaints about the quantity delivered and about all defects recognizable on careful inspection have not been received by us in writing within eight working days of delivery; the same applies to complaints about hidden defects that have not been received within eight working days of their discovery.
- If a notice of defect proves unjustified, the Customer reimburses us for all expenses incurred as a result, provided the Customer is at fault.
- An installation, assembly or assembly service performed defectively by us is not a material defect within the meaning of the provisions on contracts of sale, but only a defect within the meaning of the provisions on contracts for work.
- Remedying the defect by the Customer is excluded.
- If the Customer does not provide or no longer provides the required environmental conditions, for example through changes to the operating system, runtime environment or firewall or through virus infection, the warranty lapses.
- All warranty claims of the Customer are reduced by the Customer's share of contributory fault resulting from deficient cooperation, preparation or other contributions for which the Customer is responsible.
- All internal websites, descriptions and documentation have been prepared and checked with great care. Deviations between different platforms may occur in particular. We assume no liability for the correctness, completeness and timeliness of the content. Properties are deemed warranted only if they are expressly designated as such.
- Liability for Damages
- Our liability, on whatever legal grounds, is limited to damage caused by us, our legal representatives or vicarious agents intentionally, through gross negligence or, where a material contractual obligation is breached, through slight negligence.
- Material contractual obligations are in particular the obligation to perform on time and free of defects and the duties of advice, protection and care intended to enable the Customer to use the delivered item in accordance with the contract or to protect the life or limb of the Customer's staff or third parties or the Customer's property from considerable damage.
- In cases of slight negligence, our liability is limited in amount to the damage typical for comparable transactions of this kind that was foreseeable at the conclusion of the contract or at the latest when the breach of duty was committed, excluding indirect damage.
- Claims for damages under the German Product Liability Act, for guaranteed characteristics or for injury to life, body or health remain unaffected by the above provisions.
- Consulting services are provided on the basis of the Customer's information and are non-binding. Legal, business or tax advice and any liability for it are excluded.
- rsaccess assumes no liability for the loss of programs or data. Data security and data protection are the sole responsibility of the Customer.
- All claims for damages of the Customer are reduced by the Customer's share of contributory fault resulting from deficient cooperation, preparation or other contributions for which the Customer is responsible.
- Refusal of Performance
- If a contract is not performed because of conduct of the Customer that is contrary to the contract and culpable, the Customer owes damages in the amount of the costs incurred by us, but at least 10 % of the net value of the goods under the contract, unless the Customer proves lower damage. The same applies if we withdraw from a concluded contract for this reason.
- Special Conditions for Delivery and Installation
- Installation and assembly costs, hourly rates, daily allowances, travel costs and other expenses are governed by the price list in force at the time.
- The required infrastructure must be ready before installation begins, so that installation can start immediately upon arrival. The rooms in which installation takes place must be well protected against the weather, well lit and sufficiently heated.
- The Customer must, at its own expense,
- provide auxiliary staff and skilled workers in the number and with the qualifications required to carry out the installation;
- keep ready the devices, tools, manuals and other instructions required for installation and commissioning.
- Special Conditions for Work Performance
The following conditions apply insofar as our performance consists of work under a contract for work.
- Immediately after notice of completion of the work, the Customer must carry out a test run of the subject matter of the contract, examine it for the functionality and performance provided for in the contract and, unless defects appear, which must be reported without delay, declare acceptance of the work to us in writing within two weeks at the latest. If the Customer does not report a defect within this period, the work is deemed accepted when the period expires, with the consequence that the risk of performance passes to the Customer.
- At the Customer's request, we instruct the Customer's employees on site in the operation of the work. In this case, the Customer bears all costs of travel, accommodation and meals of the training staff and, where necessary, provides training rooms and protective clothing in sufficient quantity free of charge.
- Compliance with the planned delivery times requires that the Customer fulfils all contractual obligations to cooperate on time and properly. If the Customer does not fulfil them or does not fulfil them on time, the delivery times are extended by the duration of the delay.
- Details of the Customer's obligations to cooperate are governed by the underlying contract.
- Rights of the Customer in the event of defects after acceptance
- If the work proves defective, the Customer may demand subsequent performance, i.e. remedy of the defect or production of a new work. The choice between remedying the defect and producing a new work lies with us.
- After the unsuccessful expiry of a period set for subsequent performance, the Customer may remedy the defect itself and demand reimbursement of the necessary expenses, unless we have rightfully refused subsequent performance.
- If the remedy fails, if we refuse subsequent performance without justification or if we do not provide subsequent performance within a reasonable period set by the Customer, the Customer may reduce the remuneration or withdraw from the contract and demand reimbursement of futile expenses or damages in lieu of performance.
- The Customer has no rights on account of defects caused by incorrect operation or maintenance of the work or by changes to the work made by the Customer or a third party. In the event of contributory fault, Sections 8.9 and 9.7 apply accordingly.
- The Customer's claims on account of defects become time-barred one year after acceptance of the work.
- Hotline and Service
- Hotline and service require a separate contractual agreement, such as a maintenance and support contract.
- Services are provided only during normal business hours.
- In a service case, the Customer is obliged to cooperate free of charge.
- Unless otherwise agreed, rsaccess invoices according to the current price list.
- Rights to Work Results and Copyrights
- The Customer receives simple, non-exclusive and non-transferable rights of use to the work results we produce under the contract, insofar as these rights are required for using the work result within the Customer's business activities. The Customer has no further right of use, exploitation or reproduction. Passwords and access data are confidential, must be handled with care and must not be made accessible to third parties. The above obligations continue for five years after the end of the contract.
- For each case of infringement, the Customer is obliged to pay rsaccess an appropriate contractual penalty of at least EUR 50,000.00. In the event of a dispute, the amount of the contractual penalty may be reviewed by the competent court.
- Confidentiality and Duty of Care
- The contracting parties undertake, during and after the term of their contractual relationship, to keep secret and to protect against unauthorized access all documents, information and data made accessible to them or coming to their knowledge on the basis of or in the course of their cooperation. Data secrecy must be maintained.
- The contractual penalty provision of Section 14.2 applies accordingly.
- Further Provisions
- The Customer is responsible for complying with all applicable laws, decrees, regulations, ordinances and official requirements and guidelines, for obtaining all permits, licenses and powers of attorney, and for fulfilling all other requirements that must be observed to conduct its business lawfully.
- If, on the basis of statutory provisions or trade regulations or sanctions applicable to our products or to rsaccess, delivery to a particular territory, country or to one or more consignees is prohibited or restricted, and such a restriction comes into force after the order confirmation has been issued or during delivery, rsaccess reserves the right to withdraw from the delivery and to invoice the additional expenses incurred.
- The place of performance is the registered office of rsaccess.
- The exclusive place of jurisdiction is the registered office of rsaccess. However, we are entitled to sue the Customer at any other statutory place of jurisdiction.
- The law of the Federal Republic of Germany applies, excluding the UN Convention on Contracts for the International Sale of Goods (CISG).
- There are no oral side agreements. Amendments and additions to these GTC require written form and must be initialed by a legal representative of rsaccess.
- Should individual provisions of these GTC be invalid, the validity of the remaining provisions remains unaffected. An invalid provision is replaced by the valid provision that comes closest to the economic result of the invalid provision.