1. Scope of Application
These General Terms and Conditions (GTC) apply to all services provided by Bee360 GmbH (hereinafter "Bee360") to its customers. They form the basis for all contractual relationships between Bee360 and its customers, unless otherwise agreed in writing.
Deviating, conflicting or supplementary general terms and conditions of the customer shall only become part of the contract if and to the extent that Bee360 has expressly agreed to their validity.
2. Services
2.1 Scope of Services
Bee360 provides management consulting services and software solutions in the areas of:
- Strategic portfolio management
- IT financial management
- Enterprise architecture management
- Digital transformation consulting
- SaaS platform services
2.2 Service Specifications
The specific scope of services, deliverables, timelines, and pricing will be defined in individual contracts, statements of work, or order confirmations.
3. Contract Formation and Term
3.1 Contract Formation
Contracts are formed through written agreements, purchase orders, or acceptance of Bee360's proposals. All offers are subject to change and non-binding unless expressly designated as binding.
3.2 Contract Duration
The duration of the contract is specified in the individual agreement. Unless otherwise agreed, contracts may be terminated with a notice period of three months to the end of a calendar month.
4. Prices and Payment Terms
4.1 Pricing
All prices are in Euro (€) and exclude statutory VAT, unless otherwise stated. Additional costs such as travel expenses will be charged separately if agreed upon.
4.2 Payment Terms
Unless otherwise agreed, invoices are due within 30 days of the invoice date without deduction. In case of default, Bee360 is entitled to charge interest at the statutory rate.
4.3 Right of Retention
The customer may only exercise a right of retention if their counterclaim is based on the same contractual relationship and is undisputed or has been legally established.
5. Duties and Obligations of the Customer
5.1 Cooperation
The customer is obliged to provide Bee360 with all necessary information and documents required for service provision in a timely manner. The customer shall designate competent contact persons with decision-making authority.
5.2 Access Rights
For on-site services, the customer shall provide Bee360 employees with necessary access to premises and IT systems.
5.3 Acceptance
The customer is obliged to test and accept deliverables within a reasonable period specified in the contract. Acceptance is deemed granted if no written objections are received within the agreed period.
6. Intellectual Property and Usage Rights
6.1 Software and Documentation
Bee360 grants the customer non-exclusive, non-transferable usage rights to the software and documentation for the agreed purpose and duration. All intellectual property rights remain with Bee360.
6.2 Third-Party Rights
Bee360 ensures that the services provided do not infringe third-party rights. Should claims be asserted, Bee360 will defend the customer and either obtain necessary rights or provide alternative solutions.
6.3 Customer Data
The customer retains all rights to their data and content. Bee360 processes this data solely within the scope of service provision and in accordance with data protection regulations.
7. Confidentiality
Both parties undertake to treat all confidential information received from the other party as confidential and not to disclose it to third parties without prior written consent. This obligation survives the termination of the contract.
Confidential information includes, but is not limited to, business secrets, technical data, customer information, and strategic plans.
8. Data Protection
Bee360 processes personal data in accordance with applicable data protection laws, particularly the GDPR. For details, please refer to our Privacy Policy.
If Bee360 processes personal data on behalf of the customer, a separate data processing agreement will be concluded in accordance with Art. 28 GDPR.
9. Warranty and Liability
9.1 Warranty
Bee360 warrants that its services will be provided in a professional and workmanlike manner. For defects, the customer shall first grant Bee360 reasonable opportunity for subsequent performance.
9.2 Limitation of Liability
Bee360's liability is unlimited for damages caused intentionally or through gross negligence, as well as for injury to life, body, or health.
For simple negligence, Bee360 is only liable for breach of essential contractual obligations (cardinal obligations). In such cases, liability is limited to foreseeable, typically occurring damages.
Liability under the Product Liability Act remains unaffected.
9.3 Data Loss
Liability for data loss is limited to the typical recovery effort that would have been necessary if proper backup copies had been made regularly.
10. Force Majeure
Neither party shall be liable for delays or failures in performance resulting from circumstances beyond their reasonable control, including natural disasters, wars, terrorist attacks, government actions, pandemics, or significant disruptions to telecommunications or energy supply.
11. Termination
11.1 Ordinary Termination
Contracts may be terminated in accordance with the notice periods specified in the individual agreement.
11.2 Extraordinary Termination
The right to extraordinary termination for good cause remains unaffected. Good cause exists, in particular, if:
- The customer is in payment default for more than two months
- The customer violates confidentiality obligations
- Insolvency proceedings are opened against the customer's assets
11.3 Effects of Termination
Upon termination, the customer shall cease using Bee360's services and return or delete all confidential information. Outstanding payments become immediately due.
12. Final Provisions
12.1 Amendments
Amendments and supplements to these terms must be made in writing. This also applies to the waiver of the written form requirement.
12.2 Assignment
The customer may not assign rights and obligations under the contract without Bee360's prior written consent.
12.3 Severability
Should individual provisions of these terms be or become invalid, the validity of the remaining provisions shall remain unaffected. The invalid provision shall be replaced by a valid provision that comes closest to the economic purpose of the invalid provision.
12.4 Applicable Law and Jurisdiction
These terms and all legal relationships between Bee360 and the customer are governed by the laws of the Federal Republic of Germany, excluding the UN Convention on Contracts for the International Sale of Goods (CISG).
The exclusive place of jurisdiction for all disputes arising from or in connection with contracts is Karlsruhe, Germany, provided the customer is a merchant, a legal entity under public law, or a special fund under public law.
13. Contact
For questions regarding these Terms & Conditions, please contact us at:
Bee360 GmbH
Victor-Gollancz-Straße 3
76137 Karlsruhe, Germany
Phone: +49 721 20667600
Email: legal@bee360.com
Last updated: November 2024