General Terms and Conditions

ServicesOneStop Pro
General Terms and Conditions of Business (GTCs)

Valid as at: July 2022

1. Scope and Parties

1.1. These GTCs shall be valid exclusively for commercial transactions with entrepreneurs, i.e. with natural persons, legal entities or private partnerships with legal capacity, who/which, on concluding a legal transaction, are acting in the exercise of their commercial or self-employed occupational activity.

1.2. These GTCs shall be valid for all services of OneStop Pro Software Solutions GmbH (hereinafter “OneStop Pro”) in connection with the OneStop Pro Software as a Service Solution application, and in particular for

·        the provision of the OneStop Pro Software as a Service products and of the app (https://www.onestop-pro.com/, hereinafter “OSP Services”),

·        the sale of hardware components,

·        implementation, adaptation and other services (hereinafter “Professional Services”)

(hereinafter “Services”), which OneStop Pro provides to the entrepreneur or company who/which is referred to in the quotation as contracting party (“Customer”) .

1.3. Differing, conflicting or supplementary general terms and conditions of business of the Customer shall only become a valid component of the contract if OneStop Pro has expressly consented to their validity. This requirement for consent shall apply even where OneStop Pro provides deliveries or services without reservation while having knowledge of the Customer’s general terms and conditions of business.

1.4. The contractual relationship between the Parties shall be based on the following contractual documents, listed below in order of precedence:

·        the quotation from OneStop Pro accepted by the Customer (“Quotation”),
·        contract for commissioned data processing (where applicable)
·        these GTCs.

Individual agreements reached with the Customer in specific cases (including ancillary agreements, additions and amendments) shall always take precedence over these GTCs. A written contract or written confirmation from us shall be authoritative for the content of such agreements, unless there is evidence to the contrary.

1.5. Legally relevant declarations and notifications of the Customer with regard to a contract that has been concluded (e.g. setting of deadlines, notifications of defects, cancellation or reduction of the purchase price) must be submitted in writing. Legal formalities and additional supporting documents, in particular if there are doubts about the legitimacy of the declarant, shall be unaffected.

1.6. References to the applicability of statutory provisions shall be for the purposes of clarification only. Even without such clarification, the statutory provisions shall therefore be applicable unless they are directly amended or expressly excluded in these GTCs.

2. Quotation / Conclusion of contract

2.1. Unless expressly stated otherwise, information on products and services that is provided on the Internet or in brochures, catalogs or other materials of OneStop Pro shall be subject to change with regard to the services, quantities and ancillary services and shall not represent a binding quotation by OneStop Pro as regards the conclusion of a contract.

2.2. A contract shall be concluded between the Parties when the Customer accepts a binding Quotation from OneStop Pro. The Quotation together with these GTCs shall also be referred to below as “Contract”.

3. OSP Services

3.1. Scope of performance

3.1.1. For the duration and scope agreed in the Quotation, the Customer shall, in return for a fee, receive access over the Internet to the OSP Services specified in said Quotation. To this end, OneStop Pro shall set up the OSP Services on a server that the Customer can access over the Internet, currently at the following address: https://app.onestop-pro.de/.

3.1.2. The OSP Services represent a SaaS service via the medium of the Internet for the construction industry and other sectors, which can also be used via an app.

3.1.3. OSP Services are available in the form of different products, each of which includes a different scope of use. The scope of use of the different OSP Services is described in the current performance specification at https://www.onestop-pro.com/de/produkte/. The contractually owed scope of OSP Services shall depend on the type and number of the products specifically agreed upon with the Customer and specified in the Quotation.

3.1.4. OneStop Pro shall continue to develop the OSP Services on an ongoing basis and shall improve the OSP Services at its discretion by means of updates and upgrades.

3.1.5. An active Internet connection shall be required to use the website-based OSP Services. In addition, a modern web browser such as Google Chrome or Mozilla Firefox shall be needed to use OSP Services. The Customer shall itself be responsible for meeting the technical requirements for accessing OSP Services.

3.1.6. The OSP Services can provide interfaces for communication with e.g. ERP systems and telematics solutions. In order to be able to use these interfaces, the Customer’s hardware and/or software shall, where applicable, have to meet specific requirements. The Customer shall be responsible for ensuring that these requirements are met. OneStop Pro can customize interfaces to suit different types of software. Such customization services must be ordered and paid for separately by the Customer.

3.2. License

3.2.1. OneStop Pro shall grant the Customer the non-exclusive and non-transferable right to access and use the OSP Services specified in the Quotation during the agreed contract period and in accordance with the Quotation; such right may not be sub-licensed. Services may only be configured in the extent that is permitted according to the documentation. After creating a user profile in OSP Services, the user shall receive, at their specified email address, an email with an activation link providing access to OSP Services once the user has created and entered a password of his own choosing. The login details, which consist of an email address and a password (“Login Details”), shall be required in order to use OSP Services. The Customer undertakes to maintain confidentiality in respect of its account, its Login Details and all passwords required in order to use OSP Services, and shall ensure that Third Parties also enter into such an undertaking. If the Customer surmises any unauthorized use of its accounts, SaaS user data or passwords, the Customer must inform OneStop Pro of this immediately. The Customer shall oblige all Third Parties who are granted access to OSP Services to enter into a non-disclosure agreement not to disclose OSP Services further or to use them in any way other than that provided for in the Contract. For the purposes of this Section 3.2, “Third Party” shall refer exclusively to contractors or consultants of the Customer who have been commissioned to provide services solely for the Customer’s internal use. If there are any doubts about whether it is permissible to pass on Login Details, the Customer shall obtain OneStop Pro’s consent before doing so.

3.2.2. The Customer shall be responsible for ensuring that its legal representatives and its vicarious agents as well as Third Parties authorized in respect of usage comply with the provisions of the Contract. For each instance of culpability in relation to any breach of the Contract by its legal representatives and/or its vicarious agents and/or Third Parties authorized in respect of usage, the Customer shall be liable in the same extent as for its own culpability.

3.3. Restriction on use

The Services may only be used for the Customer’s internal business processes or functions and not for the commercialization of OSP Services or to provide services or for the benefit of third parties. When using OSP Services, the Customer shall not be permitted, either indirectly or directly:

·        to breach or circumvent restrictions on use specified in these GTCs and/or the performance specification;

·        to assign, sell, resell, (sub-)license, lease out, loan or outsource rights to use and access OSP Services to third parties, or to transfer such rights in any other way, unless this is expressly permitted in the Contract;

·        to copy or reproduce any parts, special features, functions or user interfaces of OSP Services;

·        to interfere with or disrupt the integrity or performance of OSP Services;

·        to use OSP Services in order to disrupt or damage the system or environment of a third party;

·        to access OSP Services in order to produce a derived work, a rival product or a service that is in competition with Services;

·        to reverse engineer OSP Services, especially software (except where expressly permitted by mandatory applicable law such as Section 69a of the German Copyright Act (Urheberrechtsgesetz)); or

·        to make changes or enhancements to OSP Services or derived works that are based on Services or confidential information in respect of OSP Services.

·        to publish results of benchmark tests conducted using OSP Services;

·        to change, destroy or otherwise remove proprietary notices or labels pertaining to OSP Services or which are embedded therein;

·        to commit criminal offenses or other legal infringements of any kind;

·        to introduce and distribute any form of malware (viruses, Trojans, worms, etc.);

·        to feed in and distribute material that is illegal, inhuman, offensive or obscene;

3.4. Blocking access to OSP Services

OneStop Pro shall be entitled to block the Customer’s access to OSP Services if:

·        the Customer infringes terms of these GTCs;

·        OneStop Pro is obligated to do so by law or through a court or administrative order;

·        there are indications of a misuse of access to OSP Services of the Customer;

·        there are indications that third parties have obtained the Customer’s Login Details in an unauthorized manner;

·        there are indications that the Customer has granted third parties unauthorized access to OSP Services either free of charge or in return for payment;

·        the Customer fails to pay the agreed fee for more than two weeks beyond the due date;

·        it is absolutely necessary to block the Customer’s access for technical reasons (e.g. for maintenance work);

·        OneStop Pro has other valid reasons which justify a block, taking into account the circumstances.

4. Sale of hardware components 

4.1. Sale of hardware components via OneStop Pro

4.1.1. OneStop Pro shall sell the Customer the hardware components as specified in the Quotation and shall transfer ownership of said components to the Customer upon full payment of the purchase price and delivery.

4.1.2. Until full payment of the purchase price, OneStop Pro shall reserve ownership of all hardware components supplied within the framework of the Contract. Before transfer of ownership, the Customer may only use the hardware components with OneStop Pro’s written consent.

4.1.3. Except where otherwise expressly agreed in writing, responsibility for the choice of ordered hardware components, for the outcomes planned by the Customer and for the interaction of individual components shall lie solely with the Customer.

4.1.4. OneStop Pro shall be entitled to deliver hardware components that have been modified as regards their design and form. This shall, however, require that the overall performance of the hardware components is not impaired as a result.

4.1.5. Where they are not available in German, OneStop Pro shall be entitled to deliver program and product documentation as well as other documents in the English language.

4.1.6. The Customer shall be responsible for implementing the hardware components, unless this service has been specifically ordered and listed in the Quotation as an element of performance. Installation instructions for the implementation of hardware components shall not be binding and shall not constitute part of the performance owed by OneStop Pro under the contract.

4.2. Sale of hardware via the OneStop Pro online shop

4.2.1. The OneStop Pro online shop (https://shop.onestop-pro.de/) is operated by Reidl GmbH & Co. KG, Kringeller Strasse 80, 94116 Hutthurm (“Reidl”), an affiliate of OneStop Pro. The seller of the products purchased via the OneStop Pro online shop is Reidl. Reidl’s GTCs shall apply in such cases; these are available at: https://shop.onestop-pro.de/shop/agb.

4.2.2. Where the Customer uses the online shop to purchase products (such as GPS trackers) which are fitted with a SIM card for connection to the OSP Services, associated additional monthly costs shall be payable to OneStop Pro. Upon conclusion of the purchase contract with Reidl, the contract existing between the Customer and OneStop Pro on the use of the OSP Services shall be augmented to include the corresponding services. Products that involve additional costs payable to OneStop Pro are marked accordingly in the online shop.

4.2.3. The monthly fee for the SIM cards and for connection of the corresponding hardware to the OSP Service used by the Customer shall be derived from the quotation that the Customer has accepted in connection with the utilization of additional Services through OneStop Pro or from the current OSP price list available at https://shop.onestop-pro.de/assets/scope/op/Preisliste_Hardware_Listenpreise.pdf.

4.2.4. The use of the SIM card may be terminated by both OneStop Pro and also by the Customer with a notice period of four (4) weeks to the end of a quarter by means of a written declaration to OneStop Pro. However, the hardware cannot be connected to the OSP Services without an activated SIM card.

5. Professional Services

5.1. Implementation and adaptation services to integrate and install software solutions and other (HR) services shall be agreed separately between the Customer and OneStop Pro in the Quotation.

5.2. OneStop Pro shall provide Professional Services on its own responsibility in accordance with the generally acknowledged state of the art at the time the service is provided and using appropriately qualified personnel.

5.3. Except where otherwise agreed, communication with the Customer shall be in the German or English language, depending on availability.

5.4. The Parties agree that the employees of OneStop Pro shall not be integrated within the Customer’s work organization, but shall work independently under the exclusive authority of OneStop Pro. This shall also apply where a joint team has to be formed with employees of the Customer due to the nature of the respective Services. All communication between the Customer and OneStop Pro shall be via the respective central contact persons, each of whom shall be designated in writing (email shall suffice), and who may give binding declarations to the other Party and make decisions. Only OneStop Pro’s central contact person shall have the right to issue instructions to employees of OneStop Pro (especially in relation to the place, time and content of the respective performance being provided). This shall also apply if the services are provided on the Customer’s premises.

5.5. OneStop Pro shall reserve the right to replace an employee used to provide the respective Services with another employee at any time, provided said other employee has the requisite qualification.

6. Delivery time, transfer of risk and shipping

6.1. Except where otherwise agreed, the place of performance shall be the registered office of OneStop Pro.

6.2. If the Quotation for Services specifies dates for delivery and performance, these dates shall not be fixed deadlines, unless they have been expressly specified and agreed as such. In the absence of an agreement on the delivery time, OneStop Pro shall be authorized, taking into account the Customer’s general (and discernible) expectations, to specify the delivery time at its own discretion and to provide the contractual performance based on the available capacities and workloads.

6.3. Where the agreed Services include the shipment of products, the type of shipping and the packaging shall be decided based on OneStop Pro’s professional judgment.

6.4. OneStop Pro shall be entitled to make partial deliveries only in cases where the Customer can use the partial delivery as part of the contractually intended purpose, where delivery of the remaining products as ordered is assured, and where the Customer incurs no major additional effort or additional costs as a result.

6.5. The risk of accidental loss or accidental impairment shall pass to the Customer at the latest when the delivery item is handed over to the carrier, shipper or other third party assigned with carrying out the shipment (whereby the start of the loading process shall be authoritative). This shall also apply where partial deliveries are made or where OneStop Pro has assumed additional Services (e.g. the shipment of additional products or installation of such products). If the shipment or the handover is delayed due to a circumstance whose cause is attributable to the Customer, risk shall transfer to the Customer from the day on which the delivery item is ready for shipment and OneStop Pro has notified the Customer of this.

7. Change request

7.1. If, during the course of providing Professional Services, it emerges that changes to services are necessary in order to achieve the contractual purpose of the services described in the Quotation, each Party may propose a change to the content and scope of the agreed Services (“Change Request”). Change Requests must be submitted to the other Party in writing or by email.

7.2. OneStop Pro shall not refuse to effect a Change Request without good cause. Good cause shall, for example, apply if, in the opinion of OneStop Pro,

(i) the success of the service for implementation and adaptation would be jeopardized as a result of the Change Request being effected;
(ii) the Change Request is either not technically feasible or involves disproportionate effort that is unreasonable for OneStop Pro.
(iii) the resources required to effect the Change Request are not readily available to OneStop Pro.
The time and material involved in verifying and processing a Change Request (preliminary project) may be invoiced by OneStop Pro based on the rates of remuneration stated in the Quotation.

7.3. The Customer may refuse Change Requests made by OneStop Pro without stating reasons. Where the Customer refuses Change Requests against OneStop Pro’s recommendation, the Customer shall assume responsibility for the consequences arising as a result of such refusal. This shall not affect OneStop Pro’s obligations in respect of performance as agreed in the Quotation.

7.4. Change Requests shall only become valid when a written agreement is signed that includes the changes associated with implementation of the Change Request (including in particular with regard to the content and scope of performance, the time schedule and plan of procedure, and also the remuneration). Until a written agreement on the changes is concluded, OneStop Pro shall continue its work on the basis of the existing contract.

8. Remuneration 

8.1. The prices specified in OneStop Pro’s Quotation shall apply; these prices shall be exclusive of the respective rate of statutory value added tax.

8.2. With regard to the OSP Services, OneStop Pro shall be entitled to adjust the amount of the monthly fee after expiry of the minimum term or of a respective extension period. OneStop Pro shall notify the Customer of any fee increases in text form one month before the fee increase takes effect. The Customer may give notice to terminate the Contract with OneStop Pro within one month of receiving the notification of a fee increase (special right of termination). When notifying the Customer of a fee increase, OneStop Pro shall specifically inform the Customer of this right to give notice of termination.

9. Invoicing

9.1. Except where otherwise agreed, payments shall become due in their net amount and without any discount within thirty (30) days of the Customer receiving the invoice. The Customer shall enter into default when the payment period is exceeded, without the need for a separate reminder.

9.2. OneStop Pro may refuse to effect the Services and withhold performance to the extent that and for such time as the Customer is in default with payment of the remuneration.

9.3. Except where otherwise stated in the Quotation, any traveling times, travel expenses and ancillary costs shall be remunerated separately based on time and material. Payment of remuneration based on time and material shall require OneStop Pro to provide evidence of the services and of the additional costs charged.

9.4. Provided this is agreed in the Quotation, OneStop Pro may demand advance invoices for individual services.

9.5. If agreed dates for on-site appointments are not kept by the Customer, OneStop Pro shall be entitled to invoice the resulting costs arising, in accordance with the customary hourly rates.

9.6. The Customer must make any objections to the invoicing of the services provided by OneStop Pro within six (6) weeks of receiving the invoice. The Customer must do this in writing to the department specified on the invoice. After the expiration of this period, the Customer shall be considered to have approved the invoice. OneStop Pro shall draw particular attention to this when sending the invoice to the Customer.

10. Accessibility, technical support

10.1. OneStop Pro shall guarantee an availability rate of 98.5% per year for OSP Services. In addition, adjustments, changes and additions to OSP Services as well as measures taken to assess and rectify malfunctions shall only lead to a temporary interruption or impairment of availability if this is unavoidable for technical reasons. As far as is possible and can be reasonably expected, OneStop Pro shall inform the Customer in good time in text form of any impaired accessibility due to maintenance work. Interruptions due to routine maintenance work shall not be considered when calculating availability.

10.2. Technical phone support shall be available to the Customer and to its registered OSP Services users during the following service hours: Monday to Thursday 8.00 a.m. to 5.00 p.m. and Friday 8.00 a.m. to 4.00 p.m. with the exception of the statutory public holidays applicable in Bavaria. These times shall be subject to change by OneStop Pro. The current availability and the service number to call can be viewed at https://www.onestop-pro.com/de/support/. The Customer can also contact OneStop Pro using the contact form on this page or by sending an email to support@onestop-pro.com.

11. Cooperation by the customer

11.1. The Customer shall take appropriate measures to protect Services and the software licensed for proper provision of services (including all copies thereof) from misuse, theft, misappropriation or unauthorized access. The Customer shall inform OneStop Pro immediately if it learns of any misuse of or legal violation involving the OSP Services or any licensed software and shall then support OneStop Pro in all legal measures.

11.2. The Customer shall provide OneStop Pro with the necessary information and documents from within its sphere of influence; it shall provide these in a timely manner and provide more concrete details where necessary.

11.3. The Customer shall provide OneStop Pro with the access to systems, equipment, computer programs and IT systems that is required for proper provision of services and also provide it with the required work spaces and work resources where this is necessary to fulfill the contractual services. The same shall apply to test schedules and dates, and also to any necessary test environment.

11.4. Duties of cooperation shall represent material obligations of the Customer. If the Customer does not fulfill its duties of cooperation at all or does not fulfill them in time and/or to a sufficient degree, the deadlines affected by the delay shall be postponed by the period of the delay plus an appropriate restart period. The Customer shall reimburse OneStop Pro for any additional expense incurred as a result, in addition to the agreed remuneration; this additional reimbursement shall be based on the agreed hourly rates (or where these were not agreed in the Quotation, based on the average hourly rate for the project). OneStop Pro may provide the Customer with a quotation for it to provide these services instead of the Customer. This shall not affect other claims of the Parties.

12. Warranty rights 

12.1. General warranty rights

12.1.1. OneStop Pro shall provide the Services in accordance with the descriptions in the respective Quotation.

12.1.2. The Customer shall notify OneStop Pro immediately in writing or by email of any instance where the Services are not in conformity with the descriptions in the performance specification and where this is to the detriment of the Customer (“Defect”). This notification must contain a sufficiently detailed description of the Defect to enable OneStop Pro to identify and remedy the Defect in question.

12.1.3. Where, in the course of identifying malfunctions or remedying Defects, OneStop Pro provides services without being obligated so to do, OneStop Pro shall be entitled to demand remuneration in accordance with the hourly rates specified in the Quotation. The additional time and material incurred by OneStop Pro as a result of the Customer failing properly to fulfill its duties of cooperation shall also be reimbursed.

12.1.4. The limitation period for defects and defects of title shall be one (1) year after delivery or provision or, where an acceptance process is required, after acceptance. Sentence 1 shall apply analogously where partial services are provided. This shall not affect any commercial obligations of the Customer regarding the submission of complaints. The reduction in the limitation period shall not apply in the cases specified in Section 14.4 of the GTCs.

12.1.5. Each claim for damages on the part of the Customer under the warranty shall be subject to the limitation of liability pursuant to Section 14 of these GTCs.

12.1.6. Information provided by OneStop Pro in brochures, in advertisements and on the company’s website shall not constitute guarantee statements or contain any assurance that the product will have certain features.

12.2. Supplementary rules for OSP Services

12.2.1. The Customer shall not have any warranty claims

·        in the event of incorrect operation by the Customer;
·        where hardware, software or other equipment is used that is not suitable for the use of the OSP Services.

12.2.2. Liability for damage in respect of a Defect that already existed when the Contract was entered into pursuant to Section 536a (1) of the German Civil Code (BGB) and also the right of the Customer to rectify the Defect itself or with the assistance of a third party (“right to self-remedy”) shall be excluded.

12.3. Supplementary rules for hardware components

12.3.1. Where part of the Services includes the delivery of hardware components, OneStop Pro shall in principle not be liable for Defects of which the Customer had knowledge at the time the Contract was entered into or where the Customer’s lack of knowledge was due to its gross negligence (Section 442 of the German Civil Code (BGB)). In addition, any claims for Defects by the Customer shall require that the hardware components supplied be carefully inspected immediately after delivery to the Customer or to the third party specified by the Customer. With regard to obvious Defects or other Defects that would have been discernible upon an immediate, careful inspection, hardware components shall be deemed to have been approved by the Customer if OneStop Pro does not receive a written defect notification within seven (7) working days after delivery. With regard to other Defects, the hardware components shall be deemed to have been approved by the Customer unless OneStop Pro receives the defect notification within seven (7) working days of the time when the Defect emerged; if the Defect was already previously obvious during normal usage, this earlier point in time shall, however, be authoritative for the start of the period for notification of defects.

12.3.2. Where demanded by OneStop Pro, the hardware component that is the subject of the complaint must be returned to OneStop Pro carriage paid. In the event of a justified notification of a Defect, OneStop Pro shall bear the costs of the most economic shipment route; this shall not apply where the costs increase because the delivery item is at a location other than that of the intended use.

12.3.3. OneStop Pro shall not assume any guarantee for the quality of the information contained in installation instructions, or that it is up-to-date, correct or complete. In particular, OneStop Pro shall not be liable for damage arising either directly or indirectly from the provision or use of installation instructions. The Customer must itself ensure that it has all the required information, know-how and capabilities to install the hardware components itself.

13. Acceptance 

Where the type of service means that an acceptance process must be carried out, the handover of the item or of the service shall be recorded in writing in an acceptance report. Where acceptance is not possible at the time the service or the work is handed over, the Customer shall be obliged to declare acceptance to OneStop Pro in writing and to do so immediately, but no later than within two weeks after the work or service result is handed over. Unless the Customer refuses acceptance in writing within two weeks after handover of the work or of the service result, acceptance shall be deemed to have been issued. In addition, acceptance shall be deemed to have been issued where the work is sold or where the work or service is used in accordance with the intended purpose by the Customer or third parties. Where partial services are completed, OneStop Pro shall have the right to demand that partial acceptance processes be carried out.

14. Liability

14.1. OneStop Pro shall be liable only where it, its legal representatives, executive employees or other vicarious agents is/are at fault in accordance with the following provisions:

14.2. For damage brought about willfully or as a result of gross negligence on the part of OneStop Pro or its legal representatives, executive employees or other vicarious agents, OneStop Pro shall be liable without limitation.

14.3. In the case of a slightly negligent breach of an obligation on which the Customer should have been able to rely, and the fulfillment of which is a prerequisite for the proper implementation of the Contract (and thus a cardinal obligation), OneStop Pro’s liability shall be limited to the damage that is typically to be expected within the framework of the respective performance relationship (damage that is foreseeable and typical of this type of contract). Other than this, liability shall be excluded for damage caused by slight negligence.

14.4. Liability for malice and personal injuries as well as liability under the German Product Liability Act (Produkthaftungsgesetz) shall remain unaffected by the above provisions.

14.5. Liability for loss of data shall be limited to the cost of recovery from normal data backups (daily backups by the Customer).

15. Intellectual property, rights of use and third-party property rights

15.1. Intellectual property of OneStop Pro

There shall be no transfers of ownership rights to intellectual property under these GTCs. The rights to pre-existing software solutions or materials (including in particular documentation, written works, reports, drawings, training documents or other works protected by copyright) including any changes, additions and improvements made thereto shall remain with OneStop Pro. This shall also include title to all associated trade secrets, copyrights and intellectual property rights.

15.2. Intellectual property of the Customer

15.2.1. All rights, ownership rights and interests of the Customer existing at the effective date of the Contract shall remain the property of the Customer. All edits, modifications and developments by OneStop Pro of the Customer’s rights, ownership rights and interests existing at the effective date of the Contract shall be effected for use and exploitation by the Customer alone, to whom OneStop Pro assigns all rights including in respect of unknown types of use.

15.2.2. The Customer shall grant OneStop Pro a simple right, restricted in space and in time to the duration of the Contract, to use the data and information input by it in the OSP Services and to use this data and information to operate and further develop OSP Services.

15.3. Rights of use to third-party software supplied

15.3.1. Where, in the course of providing Services, OneStop Pro uses technologies of other software manufacturers, OneStop Pro shall inform the Customer of this in the documentation or otherwise. In such case, the license terms of this third-party software shall not be based on these GTCs, but on the license terms of the respective software manufacturer.

15.3.2. The Customer undertakes to use any third-party software used solely in connection with OneStop Pro’s Services (i.e. within the framework of the overall Services).

15.3.3. OneStop Pro shall be entitled to exchange the third-party software for similar products provided that the functionality of the Services is essentially retained and provided that this is reasonable for the Customer.

16. Third-party property rights 

16.1. If a third party makes claims against the Customer in respect of the Services provided by OneStop Pro on account of a breach of property rights and if the Service is impaired or prohibited as a result, OneStop Pro shall be liable towards the Customer as follows:

(i) OneStop Pro may, at its expense, either change or replace the Services such that they do not violate the property right, but essentially still correspond to the agreed function and service features in a way that is reasonable for the Customer, or indemnify the Customer vis-à-vis the property rights holder in respect of any claims.

(ii) If OneStop Pro is unable to provide subsequent performance or can only do so on disproportionate conditions, OneStop Pro shall have the right to take back the services in question against reimbursement of any remuneration paid. In this case, OneStop Pro must grant the Customer an appropriate phasing-out period, unless this is only possible on legally unreasonable or other conditions.

16.2. All other claims of the Customer in respect of e.g. withdrawal, reduction of the purchase price and damage compensation shall remain unaffected.

16.3. The data and information fed into Services by the Customer may also be protected by copyright and data protection law. The Customer shall warrant that the data and information it inputs shall be used in compliance with the respective applicable statutory and contractual requirements. The Customer shall indemnify OneStop Pro in respect of all claims made by third parties against OneStop Pro in relation to data and information that was fed in using the Customer’s Login Details.

16.4. The Customer shall indemnify OneStop Pro in respect of all claims resulting from a breach of its obligation under Section 15.3 and for which the Customer is responsible.

16.5. The Parties shall inform each other immediately of any third-party claims asserted. The Customer shall not acknowledge the asserted infringement of property rights and shall either leave the handling of any disputes including any out-of-court settlements to OneStop Pro or conduct them only with OneStop Pro’s agreement. OneStop Pro shall reimburse the Customer with necessary defense costs where OneStop Pro cannot carry out the judicial or extra-judicial dispute for reasons of law or fact.

16.6. Where the Customer is itself responsible for the property right infringement, any claims against OneStop Pro shall be excluded.

17. Data protection and data security

17.1. The Parties shall comply with the respective applicable data protection provisions, especially those applicable in Germany.

17.2. The provision of the contractual performance pursuant to Section 3 shall involve the processing of personal data. Upon conclusion of the Contract, the Parties shall also agree the contractual basis for commissioned data processing (Article 28 GDPR), which is attached to the Quotation as an annex.

17.3. When using the Services provided, the Customer shall be obligated to check the data and information it inputs or transmits for viruses or other harmful components before entering it and to use state-of-the-art anti-virus software for this purpose.

17.4. The Customer shall take state-of-the-art technical and organizational measures to protect the IT systems for which it is responsible against outside interference and against threats to information security (hacker attacks, viruses and other harmful components). This shall in particular also include any interfaces to OSP Services.

17.5. It shall be incumbent upon the Customer to back up its data regularly, with the due care and diligence of a prudent merchant. In particular, immediately before each installation and/or other intervention by OneStop Pro or a third party commissioned by OneStop Pro, the Customer shall perform a full backup of all system and application data. The data backups must be kept safe so that the backed-up data can be restored at any time.

18. Confidentiality

18.1. Except where otherwise regulated in these GTCs or in the Quotation, the Parties undertake that they will maintain strict confidentiality in respect of confidential information of the other Party, that they will not make it available, either in whole or in part, to third parties, and that they will not use it for any purposes of whatsoever kind that are outside the purpose of the Contract. In particular, they undertake not to use it directly or indirectly for commercial purposes or in any other way, and not to make it the subject of industrial property rights or of publications. For the purposes of this Contract, “Confidential Information” shall mean business and operating secrets and all information which an informed third party would consider worthy of protection or which is marked as confidential; this may also be information that becomes known during a verbal presentation or discussion. Confidential Information shall also include all agreements made in this CONTRACT.

18.2. This obligation shall not extend to Confidential Information that

·        was verifiably already known to the recipient on conclusion of the Contract or that subsequently became known through a third party without a non-disclosure agreement, statutory provisions or administrative orders being violated;

·        was already in the public domain when the Contract was entered into or subsequently became public knowledge but not through violation of the Contract;

·        which must be disclosed on account of statutory obligations or on the order of a court or an authority, unless such disclosure obligations apply in respect of foreign security authorities. In cases of doubt the Customer shall inform OneStop Pro of the statutory disclosure obligation(s) prior to signature of the Contract. Wherever permissible and possible, the Party obliged to disclose the information shall inform the other Party of this in advance and give the other Party the opportunity to take action to prevent this disclosure.

18.3. The Parties shall only grant access to Confidential Information to those consultants who are subject to professional secrecy or who have previously been placed under obligations in accordance with the secrecy obligations of the Contract. In addition, the Parties shall only disclose the Confidential Information to those employees who need to know it for the purpose of implementing the Contract and shall, to the extent permitted by employment law, also place such employees under an obligation to maintain secrecy for the time after they leave the company.

18.4. The Parties shall be obliged to inform the respective other Party immediately in writing if they can no longer guarantee compliance with the obligations under this Section 18, especially if a necessity or obligation arises for them, or if they should have been able to recognize such necessity or obligation, which could prevent them from complying with confidentiality.

19. Force majeure 

In the case of an unforeseeable extraordinary event that cannot be averted by OneStop Pro even by exercising reasonable care, periods for delivery and performance that are expressly agreed as binding shall be extended by the period of time for which the impediment lasts and thereafter by a reasonable period of time in order to provide the service. Extraordinary events shall in particular exist in the event of natural disasters, breakdowns, labor disputes, epidemics, pandemics or disruptions to operations due to resulting restrictions or delivery delays with suppliers, cyber attacks or other cases of force majeure. In the event that it becomes impossible to provide the services due to such events, we shall be exempt from the contractual obligations to provide performance. In such case the statutory provisions on the unraveling of such contracts on account of impossibility shall then apply.

20. Contract period and termination 

20.1. Contract period and ordinary termination of the Contract

20.1.1. The scope of use of each OSP Service subscription shall be stated in the respective Quotation and shall commence on the date on which the OSP Service is made available to the Customer (“Contract Period”).

20.1.2. The Contract may be terminated in writing by either Party subject to three months’ notice (for the product Go! and also for contracts governing the use of hardware pursuant to Section 4.2 subject to one month’s notice) to the end of the minimum contract period or of each extension period.

20.1.3. Where the Contract contains indefinite provisions, these shall continue to apply after the Contract ends.

20.2. Termination for good cause

20.2.1. The right of either Party to terminate the Contract and/or a contract governing the use of hardware pursuant to Section 4.2 without notice for good cause shall remain unaffected. In particular, OneStop Pro shall be entitled to terminate the Contract without notice if the Customer fails to make due payments despite receiving a reminder and being granted an extension period, or violates the contractual provisions regarding the use of the OSP Services. In every case, termination without notice shall require that the other Party has, to no effect, received a written reminder or warning and been requested to eliminate the alleged reason for termination without notice within an appropriate period of time.

20.2.2. Termination by the Customer due to failure to grant use in accordance with Section 543 (1) No. 1 of the German Civil Code (BGB) shall be excluded where the delay in granting use is not the fault of OneStop Pro.

21. Export restrictions

The hardware components and services supplied can contain technologies and software which are subject to the respective applicable provisions of the Foreign Trade & Payments Act (Außenwirtschaftsgesetz) of the Federal Republic of Germany and to the export control regulations of the United States of America or of the countries to which the hardware components are supplied or in which they are used. The Customer shall be solely responsible for observing the import and export regulations applying to the deliveries and services, especially those of the USA. The Customer shall on its own authority deal with all legal or official procedures in connection with cross-border deliveries or services, unless otherwise expressly agreed.

22. Final provisions, customer references

22.1. OneStop Pro shall be entitled to entrust freelancers of other companies with the provision of the Services, or to use the assistance of third companies to fulfill the Services.

22.2. Changes to the Contract must be made in writing in order to be valid. This shall also apply to any change to this requirement for written form. Where these GTCs stipulate “in writing” this shall require written form.

22.3. The Contract shall be subject to the laws of the Federal Republic of Germany. In the event of disputes in connection with the Contract, the exclusive place of jurisdiction shall be Passau.

22.4. Set-off by the Customer shall only be permitted in the case of claims that are undisputed or have been established as valid by due legal process.

22.5. The Customer shall not have rights of retention or rights to refuse performance unless OneStop Pro does not contest the underlying counterclaims or these have been established by a court of law.

22.6. OneStop Pro shall be entitled to transfer the Contract to another company of the Carl Beutlhauser Group. The Customer shall be notified of the transfer of the Contract in writing or in text form. The Contract shall be continued with the new contracting party.

22.7. OneStop Pro may name the Customer as a reference customer using its company logo and company name. However, the Customer can refuse permission if there are important reasons to do so.

22.8. The invalidity of individual provisions in the Contract shall not affect the validity of the rest of the Contract. In such case the Parties undertake to agree effective provisions which come closest, in economic terms, to the intended purpose of the invalid provisions. The same shall apply by analogy to the closing of any gaps in the Contract.