General Terms and Conditions (GTC)

(Status 2018)

Terms and Conditions (T&C) of epoq internet services GmbH (“Epoq”) for the provision of Epoq products (Software as a Service) and the rendering of services.

1. Scope of application

1.1 Epoq is a provider of automated software solutions designed to optimize customer engagement processes.

1.2 Depending on the contractual agreement with the customer, Epoq licenses software on specially configured servers, as Software as a Service, for a limited period or on a permanent basis, and provides services in accordance with the following Terms and Conditions. In the event of order processing pursuant to Article 28 of the EU GDPR, we are happy to provide a draft agreement, which shall then apply in addition to these Terms and Conditions (general information on data protection at Epoq can be foundhere).

1.3 Epoq does not recognize any terms and conditions of the customer that conflict with or deviate from these Terms and Conditions, unless Epoq has expressly agreed to their validity in writing.

2. Duties and obligations of the customer

2.1 Customers are obligated to treat as confidential all information regarding Epoq’s business processes obtained in the course of the contractual relationship. They may not use the products (Software as a Service) or services provided by Epoq beyond the agreed scope, or use them outside their business operations, or make them available to third parties, without Epoq’s written consent. Epoq undertakes in the same manner to treat the customer’s trade secrets as confidential.

2.2 If the customer culpably breaches its contractual obligations, it shall indemnify Epoq for all damages incurred by Epoq as a result of claims made by third parties.

3. Terms of payment

3.1 Invoice amounts shall be due within 10 days of receipt of the invoice without deduction. All prices are subject to the statutory value added tax applicable at the time.

3.2 The customer shall be in default of payment if payment is not made within 10 days of receipt of an invoice or an equivalent request for payment from Epoq.

3.3 Epoq is entitled to suspend the contractual services in the event of a delay in payment by the customer.

4. Duration and termination of the contractual relationship

4.1 Contracts shall be concluded for an indefinite period, but at least for a period of 12 months. A contract shall be automatically extended by a further 12 months in each case unless it is terminated in writing with three months’ notice to the end of the contract.

4.2 The contractual relationship may be terminated by either party for good cause and without notice.

4.3 Notice of termination must be given in writing.

5. Liability

5.1 Epoq shall be liable—regardless of the legal basis—only in accordance with the following provisions.

5.2 Epoq shall be liable for any financial losses—regardless of the legal basis—in cases of intentional or grossly negligent conduct in accordance with applicable law.

5.3 Liability for cases of slight negligence is excluded, unless material contractual obligations—so-called cardinal obligations—have been breached. In such cases, however, Epoq shall be liable only for damages that are typically incurred by the customer and are foreseeable.

5.4 In cases of slight negligence, Epoq shall not be liable for consequential or indirect damages, including, in particular, lost profits.

5.5 Epoq’s liability under the Product Liability Act and other mandatory statutory provisions remains unaffected by the foregoing limitations of liability.

5.6 To the extent that Epoq’s liability is excluded or limited, this also applies to the liability of Epoq’s employees, staff, representatives, and agents.

5.7 If Epoq fails to deliver its goods or provide its services on time, no claims may be asserted against Epoq to the extent that the reasons for the delay and the resolution thereof are beyond Epoq’s control (e.g., labor disputes, force majeure, unavoidable interference by third parties).

5.8 Epoq shall not be liable for the loss of data and/or programs to the extent that the damage results from the Customer’s failure to perform regular data backups and thereby ensure that lost data can be restored with reasonable effort. Customers may not assert claims for damages against Epoq arising from the inability to use the service during necessary maintenance work, unless the damage was caused by Epoq through willful misconduct or gross negligence. Epoq shall endeavor to keep maintenance-related downtime to a minimum within the scope of existing technical and operational capabilities.

5.9 The Customer is required to immediately notify Epoq in writing of any damage within the meaning of the above liability provisions or to have Epoq inspect such damage, so that Epoq is informed as early as possible and, if necessary, can work with the Customer to mitigate the damage.

5.10 Epoq shall not be liable to the customer for the commercial success of the licensed software.

6. Limitation

All claims against Epoq are subject to a statute of limitations of one year from the date the other party becomes aware of the claim. This does not apply to liability claims arising from intentional damage. Warranty claims are subject to a statute of limitations of one year from the date of delivery or acceptance of the service. However, this is subject to the condition that the customer has fulfilled its obligation to notify Epoq of defects in a timely and proper manner. Obvious defects must be reported immediately upon delivery; hidden defects must be reported immediately upon their discovery. Where the TKG or TKV apply, their statute of limitations provisions shall take precedence to the extent they are mandatory.

7. Final provisions

7.1 The exclusive place of jurisdiction for all disputes arising from or in connection with a contractual relationship is Karlsruhe.

7.2 There are no verbal subsidiary agreements. Amendments and supplements to the contract and these terms and conditions must be made in writing to be effective, which also includes e-mail and fax. The same applies to the waiver of this written form clause.

7.3 If any provision of the contract and/or these terms and conditions is invalid in whole or in part, this shall not affect the validity of the remaining provisions. In this case, the parties undertake to replace the invalid provision with a provision that comes as close as possible to the economic purpose and legal content of the invalid provision, taking into account the interests of both parties.