General Terms and Conditions (T&Cs) of ADITO Software GmbH
1. General Provisions, Offers and Placement of Orders, Scope of Delivery
These General Terms and Conditions (T&Cs) shall apply to all agreements, deliveries, and services provided by ADITO Software GmbH (ADITO). They are deemed accepted upon placement of an order or acceptance of delivery. Any deviating purchasing conditions of the customer that are not expressly recognized by ADITO in writing shall not be binding on ADITO, even if they are not expressly contradicted. Provisions that amend, supplement, and/or cancel these terms are only valid if confirmed by ADITO in writing. Information in brochures, brief service descriptions, and other promotional materials is non-binding unless expressly designated as binding. We reserve the right to make design or structural changes resulting from technical improvements or legal requirements during the delivery or execution period, provided that the delivery item is not significantly altered and the changes are reasonable for the customer.
2. Delivery, Delivery Time and Delay in Delivery
Unless otherwise agreed, the delivery period begins on the day the contract is concluded and is deemed met if the goods are made available for download by the end of the delivery period. However, the delivery period shall not commence until you have provided agreed documents, permits, approvals, or information, or have made an agreed down payment or partial payment. Partial deliveries are permitted within the specified delivery periods. The delivery period shall be reasonably extended – even during a delay in delivery – in the event of unforeseen obstacles that ADITO could not avert despite the care reasonable under the circumstances – regardless of whether they occurred at ADITO or its sub-suppliers – such as: operational disruptions, official interventions, or hardware/software problems caused by reasons beyond ADITO's control. The same applies in the case of strikes and lockouts. ADITO shall notify you of such obstacles without delay. As long as you are in arrears with an obligation, such as a down payment or installment, the delivery obligation shall be suspended. Any agreed delivery period shall be extended accordingly. In the event of subsequent amendments to the contract that may affect the delivery period, the delivery period shall be reasonably extended unless special agreements are made. In the event of a culpable exceeding of an agreed delivery period, a delay in delivery only exists after you have set a reasonable grace period. Insofar as the content of the contract – also – includes the delivery, creation, or adjustment of software, a grace period of at least 6 weeks shall be deemed reasonable. After the unsuccessful expiry of the grace period, you are entitled to reduce the agreed compensation, to withdraw from the contract by written declaration, or, in the case of intent or gross negligence, to claim damages for non-performance. The claim for delivery is excluded in this case.
3. Remuneration for Special and Additional Services
(1) You may subsequently commission extensions, adjustments, special requests, etc., which were not yet known at the time of contract conclusion or are not included in the specification. The contract supplement is concluded upon order confirmation by ADITO. (2) Additional services performed immediately and without a written order due to urgency may be invoiced by ADITO. (3) Services performed at your request, in particular for troubleshooting whose cause is not attributable to ADITO software or other circumstances for which ADITO is responsible, as well as all other services to be remunerated separately, shall be charged – unless otherwise agreed – on a time-and-materials basis at an hourly rate of EUR 200.00. (4) Travel costs, expenses, and overnight accommodation costs for services not provided by ADITO at its place of business shall be charged separately unless otherwise agreed. Car travel will be invoiced at EUR 0.49 per kilometer driven, travel by public transport and overnight costs (local average price category) at actual cost. Travel time will be charged at EUR 49.00/hour. The basis for calculation is the registered office of ADITO. (5) All prices are subject to the applicable statutory value-added tax (VAT).
4. Price Changes
Price changes are permissible if there are more than four months between the conclusion of the contract and the agreed delivery date. If personnel costs or material costs increase thereafter until completion of the delivery, or if updates (e.g., for software) become necessary due to changed technical requirements, ADITO is entitled to increase the price reasonably in accordance with the cost increases. However, you are entitled to withdraw if the price increase exceeds the increase in the general cost of living between order and delivery by more than an insignificant amount.
5. Payment, SEPA Pre-notification
All deliveries and services from ADITO are due for payment 14 days after invoicing unless otherwise agreed. Services are invoiced upon completion of the work; for long-term projects, ADITO invoices monthly unless otherwise agreed. If you default on payment, ADITO is entitled to charge default interest at a rate of 8 percentage points above the base interest rate from the start of the default. If an agreed payment condition provides for a discount (Skonto) under certain conditions, this will only be granted if no other claims from deliveries or services are unpaid at the time of payment. The withholding of payments due to counterclaims not recognized by ADITO is not permitted, nor is offsetting against such claims. If invoices for deliveries and services are paid via the SEPA Core/Business-to-Business Direct Debit scheme, you will receive pre-notification of the debit no later than one day before the due date. This pre-notification can be informal; ADITO is free to transmit it, for example, by e-mail or with the invoice to be collected.
6. Transfer of Risk, Download
All deliveries from ADITO are generally made available to you for download. This fulfills ADITO's delivery obligation. Upon notification of availability, the risk of data loss or damage during the download passes to you.
7. Retention of Title
(1) The goods remain the property of ADITO until all claims have been settled. Prior to this, pledging or transfer by way of security is prohibited, and resale is only permitted to resellers in the ordinary course of business on the condition that the reseller, for their part, sells the goods under retention of title and assigns the purchase price claim to ADITO as of today. (2) You are entitled to collect the assigned claims in the ordinary course of business. This collection authorization may be revoked at any time if you do not properly fulfill your payment obligations. (3) You may neither pledge nor assign by way of security delivery items that have not yet been paid for in full. In the event of seizures, confiscations, or other dispositions by third parties, you must notify ADITO immediately and provide ADITO with all information and documents required to protect all rights. Enforcement officers or third parties must be informed of this retention of title.
General Terms and Conditions (continued)
8. Warranty
(1) ADITO provides a warranty for material and manufacturing defects for a period of 12 months from delivery or completion. This also applies to defects in work performances (services results). (2) No further warranty for freedom from errors can be assumed beyond this. In particular, no warranty is given that the software meets your requirements and purposes or works together with other programs and system components selected by you. (3) If you are an entrepreneur, you must report obvious defects in the goods in writing immediately, at the latest within 14 days of receipt of the goods. Otherwise, the goods shall be deemed approved. In the event of a justified notice of defect, ADITO will, at its option, take back the defective goods and deliver a replacement in their place or repair the defective goods. You are obliged to assist; this includes, in particular, providing a full description of the defect, access to your systems, the installation of patches and updates, etc. (4) If ADITO does not fulfill its obligation to provide a replacement delivery or if, in the case of repair, the repair fails even after two grace periods have been set, you have the right to withdraw (cancellation of the contract) or reduction (reduction of the remuneration). Further claims, in particular for damages, are excluded. (5) There is no warranty right for services.
9. Freedom from Third-Party Rights
(1) ADITO warrants that all services provided under this contract are free from third-party industrial property rights and that no other rights exist that exclude or restrict use by you in accordance with the contract. (2) If third parties nevertheless assert rights, the contracting parties shall inform each other and coordinate further action. ADITO will, at its option, replace the disputed parts of the work with non-disputed parts or sub-license the missing rights. ADITO shall indemnify you against all possible disadvantages in this context and, in particular, shall assume all necessary expenses incurred by you as well as any court costs and legal fees, as well as fees or damages awarded by a court to third parties due to copyright infringements.
10. Liability
ADITO shall be liable for damages resulting from injury to life, body, or health in accordance with statutory provisions. For other damages, it shall be liable (subject to the next sentence) only for intent and gross negligence. For other damages based on the breach of an essential contractual obligation (cardinal obligation), ADITO shall also be liable in the event of simple negligence, but limited to the damages foreseeable at the time of the breach of contract. Liability under the Product Liability Act remains unaffected by the above provisions. You are obliged to use provided updates, patches, and/or service packs for the software and to back up your data before installing the software and regularly thereafter, especially before making any changes to the hardware or software environment. ADITO shall not be liable to the extent that you are contributorily negligent through the breach of contractual obligations, changes made to the software by you or a third party, or through improper handling or incorrect operation of the product. ADITO assumes no warranty for the selection, installation, and use of the software, nor for the results intended therewith. Additional expenses in processing (e.g., warranty) resulting from the fact that the subject of the contract was brought to a location other than the contractually agreed destination or your place of business shall be borne by you.
11. Offsetting, Prohibition of Assignment
You may only set off claims that are undisputed or have been legally established. Rights arising from contracts concluded with ADITO may not be assigned to third parties without the written consent of ADITO.
12. Data Protection
ADITO is entitled to collect, store, and process your personal data required for the processing of the business relationship within the meaning of the Federal Data Protection Act / Telemedia Act. You may receive information about the data stored about you free of charge.
13. Conflict with other Terms and Conditions
If you also use General Terms and Conditions, the contract is concluded even without express agreement on the inclusion of General Terms and Conditions. Insofar as the various General Terms and Conditions coincide in content, they shall be deemed agreed. In place of conflicting individual provisions, the statutory provisions of dispositive law shall apply. The same applies in the event that your terms and conditions contain provisions that are not contained within these terms and conditions. If the present terms and conditions contain provisions that are not contained in your terms and conditions, the present terms and conditions shall apply.
14. Written Form
All agreements that include a change, supplement, or specification of these General Terms and Conditions, as well as special assurances and agreements, are only valid if they are in writing.
15. Severability Clause
The invalidity of an individual provision of these General Terms and Conditions shall not affect the validity of the remaining provisions.
16. Choice of Law, Place of Performance, Jurisdiction, and Dispute Resolution
The parties agree to the application of the law of the Federal Republic of Germany with respect to all legal relationships arising from this contractual relationship, to the exclusion of the UN Convention on Contracts for the International Sale of Goods (CISG), even if the customer has their registered office abroad. The place of performance for all obligations arising from the contractual relationship is the registered office of ADITO. For all disputes arising from the contractual relationship, the action must be brought before the court responsible for the headquarters of ADITO. ADITO is also entitled to bring an action at your headquarters. ADITO is neither obligated nor willing to participate in dispute resolution proceedings.
Status: December 12, 2025
Note: This English version of our General Terms and Conditions is provided for convenience only. The German "Allgemeine Geschäftsbedingungen" shall be the sole legally binding version.