EDI Center GmbH
General Terms and Conditions of Use
1. Scope of application
1.1. Only the present terms apply in all cases. Differing terms on the part of the customer (hereinafter referred to as the “Subscriber”) shall not be recognised unless EDI Center GmbH (hereinafter referred to as “EDICENTER”) confirms their validity in writing.
1.2. All agreements and amendments to agreements made between EDICENTER and the Subscriber shall be set down in writing. Verbal subsidiary agreements shall have no validity.
1.3. These terms shall only apply to business people, legal persons under public law or special trusts under public law in accordance with Section 310 I of the German Civil Code (BGB).
2. Scope of performance; service
2.1. EDICENTER offers its Subscribers the capability of converting and transmitting EDI messages between Subscribers and their customers/suppliers (“EDI Partners”) in the normal course of business, and concomitant services such as the digital signing of EDI invoices (hereinafter referred to as the “Service”). This Service is exclusively provided under the following terms, which the Subscriber accepts by concluding the agreement and/or usage of the Service.
2.2. EDICENTER guarantees its Subscribers a reliability level of 99.5% as an annual average.
2.3. The Subscriber understands that EDICENTER stores EDI data such as EDI messages and invoices in the short-term archive for 10 calendar days. Thereafter the data is deleted following consultation with the Subscriber, in so far as storage is no longer needed, specifically for the purposes of error avoidance.
2.4. The Subscriber is obliged to provide the equipment required for accessing and using the Services (specifically computers, Internet access, standard software such as a browser and email client). The third-party costs incurred for this shall be borne by the Subscriber himself in respect of the relevant service companies.
2.5. The following services are not included in the scope of performance:
- Personal consultation services
- Amendment of mapping generated specifically for Subscribers
- Resolution of faults caused by the Subscriber, e.g. by transmitting corrupt data
- Tests and data checks that the Subscriber has ordered from EDICENTER
- Modification of connection parameters between the Subscriber and EDICENTER, where not initiated by EDICENTER (e.g. new email address, new IP address, alternative file name etc.)
- Transmission of data to an X.400 address outside of the Telebox 400 (gateway)
- Exchanging data with the eXite mailbox (provided by editel, Austria)
- Exchanging data with GXS OpenText and/or other VANs
- Other third-party services expressly declared as paid-for.
3.1. On payment of the fee stated in the licence schedule, EDICENTER grants the Subscriber the non-exclusive, geographically unrestricted, non-transferable and non-sublicensable right, limited in time to the duration of the Service, to use the software (hereinafter referred to as “Software”, e.g. EDI Connector) to the extent granted in this Agreement and in the licence schedule.
3.2. Prior to full payment of the fee in accordance with the licence schedule, all data media and documentation supplied remain under retention of title. Contractually-compliant use includes installation plus loading, displaying and running the installed Software. The nature and scope of the usage are otherwise as defined in the licence schedule.
3.3. The Subscriber is entitled to create a backup copy of the Software.
3.4. Furthermore, the Subscriber is then exclusively entitled to copy, edit or decompile the Software, where this is legally permitted.
3.5. The Subscriber is not entitled to pass the copy of the software given to him or the backup copy, where created, to third parties. Specifically, he is not permitted to sell, lend, rent or in any other way sublicense the Software, or publish the Software, or make it publicly accessible.
3.6. Should the Subscriber breach one of the above terms, all usage rights granted under this agreement shall immediately become ineffective and automatically revert to EDICENTER. In this event, the Subscriber shall immediately and completely cease using the Software, shall delete all copies of the software installed on his systems, shall delete the backup copy (where created) or shall surrender these to EDICENTER.
4. Duties of the Subscriber
4.1. The Subscriber shall ensure that data communication is carried out in accordance with the Agreement at all times, in so far as this is within his power. Specifically, the Subscriber shall desist from sending or uploading unwanted data to EDICENTER (for example misdirected communications or spam).
4.2. The Subscriber is responsible for the security of all data. Loss of or damage to data shall not be considered as property damage, unless one of the cases under Section 8.4 line 2 applies.
4.3. The Subscriber assures EDICENTER that he is entitled to use and transfer any of the data material transmitted under this Service. Specifically, he shall not transfer any illegal or indecent data.
4.4. In the event that the Subscriber should not be entitled to use the transmitted data material, EDICENTER reserves the right not to transfer any such data material or to remove it from the network.
5. Payment terms; prices; default
5.1. The Subscriber shall pay the fees set out in the relevant applicable price list for the Service. The fees are due annually in advance and are non-refundable.
5.2. Prices are understood to be exclusive of value-added tax due by law. Payment is due 14 days after invoicing by EDICENTER, with no discount.
5.3. If the payment date is missed, a default shall come into effect without notice. In this event, EDICENTER is entitled – notwithstanding other legal claims – to demand interest in arrears of 9 percentage points above the respective base interest rate p.a.. If a default is applied, EDICENTER is entitled to demand a flat rate fee of 40 EUR. The Subscriber is obliged to bear EDICENTER’s collection costs in the event of default, where these shall correspond to the amount in the normal course of events. If EDICENTER can prove higher default damages, it is entitled to make these applicable.
5.4. If after conclusion of the Agreement it becomes evident that the Subscriber’s financial capabilities have significantly reduced, EDICENTER is entitled to cease further execution of the Agreement until the Subscriber carries out his obligation in full or has arranged a bank guarantee or similar security selected by EDICENTER. This specifically applies in the event of repeated default of payment on the part of the Subscriber, in the event of a threat of insolvency, or if the Subscriber has not made the payment following the application of the default of payment and written notification setting a payment deadline of at least 14 days.
5.5. The Subscriber is only entitled to compensation if the counterclaims are determined to be legally valid or are beyond dispute.
5.6. EDICENTER reserves the right to amend the existing fees to a reasonable extent on expiry of the agreed minimum term, or to levy new access and usage fees for the Service. The Subscriber will be notified in writing of changes to fees at least 60 days before these come into effect. If the Subscriber does not expressly dispute the change in writing within a period of six weeks from receipt of this notification, he hereby agrees to the amended fees.
6. Term of the Agreement
6.1. The Agreement is concluded for the term of two years from the month following the establishment of the connection between EDICENTER and the Subscriber. If neither of the parties terminates the Agreement in writing with a notice period of three months from the end of the calendar year, the Agreement is automatically extended for a further year.
6.2. The obligation to perform Service terminates for both parties at the end of the term of the Agreement. If the Subscriber or his EDI partner continues to make use of the EDICENTER Service after the end of the term of the Agreement, the Subscriber is obliged to pay the fee stated in the Agreement.
6.3. EDICENTER is entitled to terminate the Agreement without notice for good cause and to technically prevent the Subscriber from using the Service without prior notice. A good cause specifically occurs
- if the Subscriber breaches a major obligation in the Agreement (including timely payment of the fees) over a period of time, despite a warning with a reasonable period of notice;
- if an insolvency process is initiated concerning the Subscriber’s assets.
7. Liability for defects
7.1. EDICENTER is liable for ensuring that the Services correspond with those contractually agreed and are not so deficient as to render them unusable or to significantly reduce their usability in comparison. EDICENTER is not liable for providing consultation services that go beyond the Service set out in Section 2.
7.2. Liability for defects does not extend to damages that occur as a result of incorrect or negligent activity, use of unsuitable equipment, or non-reproduceable software errors, or that are due to unusual external circumstances that are not presupposed under this Agreement. If inappropriate modifications or corrective maintenance work are/is carried out by the Subscriber or by third parties, no liability for defects shall exist for these and for the resulting consequences.
7.3. In the event of defective Service, EDICENTER shall only be liable – Section 8 notwithstanding, and to the exclusion of further claims – if the Subscriber has informed EDICENTER in writing and in detail, via the authorised contact, of the occurrence of defects immediately after discovery, and the customer has followed EDICENTER’s instructions regarding use of the Services.
7.4. If the defect in a Service cannot be rectified within a reasonable period of time, the Subscriber is entitled only to a price reduction, whereby the fees that relate to the Service actually affected by the failure to perform are reimbursed to him. The amount of the refund shall be credited to the Subscriber to this extent.
7.5. The Software delivered by EDICENTER shall substantially correspond with the description of the product. Claims for defects shall not arise in the event of insignificant deviation from the agreed or presumed character and in the event of merely insignificant impairment of the fitness for use. Product descriptions shall not be considered as guarantees unless specifically so agreed in writing. In the event of the provision of upgrades and new versions, claims for defects are restricted to the new features in the update, upgrade of new version supplied, as compared to the previous version.
In the event of a defect in the Software, the Subscriber’s rights are limited to supplementary performance. Following failure of the supplementary performance, the Subscriber is entitled to withdraw from the Agreement, or to a reduction of his obligation, and to demand compensation for damages or reimbursement of expenses. Supplementary performance can also take the form of delivery or installation of a new version of the Software or a workaround. If the defect does not compromise or only insignificantly compromises functionality, EDICENTER is entitled, to the exclusion of further claims for defects, to remove the defect by supplying a new version or an update as part of its regular version, update and upgrade planning.
7.6. Claims for defects shall lapse 12 months from provision of the Service or from delivery of the first copy of the Software.
7.7. The Subscriber is obliged to grant EDICENTER the time, opportunity and support to make reasonable efforts to remove a defect by providing the necessary details. If EDICENTER is denied this, it is free from liability for defects in this respect.
8.1. The Subscriber shall ensure that the Services are used as intended, shall specifically keep access passwords secret and shall not transfer data that is contrary to the purposes of the Service. The Subscriber shall bear the costs of unauthorised use of the Service – including by third parties. The Subscriber shall release EDICENTER from all claims by third parties resulting from illegal, improper or unauthorised use of the Service, from incorrect or missing information in respect of EDICENTER, or from breach of commercial property rights and from unlawful activity as a consequence of information passed to EDICENTER.
8.2 EDICENTER accepts no responsibility for loss of or damage to data caused by faulty data backups.
8.3. EDICENTER shall strive to provide the Service offered to the best of its ability, in accordance with technical capabilities. The Subscriber is aware of the general risks with online applications, specifically the loss of data, and as a result of unauthorised external activity.
8.4. The Subscriber’s claims for compensation, regardless of on what legal basis, are excluded. This shall not apply where liability is mandatory under the Product Liability Act (“Produkthaftungsgesetz”) or in cases of malice, gross negligence, absence of the guaranteed qualities, or breach of substantial contractual obligations, specifically harm to life, body or health.
8.5. Compensation for simple negligent breach of substantial contractual obligations is restricted to typical contractual, foreseeable damages, where no case under Section 8.4 line 2 arises.
8.6. Neither of the contractual parties is liable in cases of force majeure.
9.1. Communication between the contractual parties in relation to the provision of the Service shall be in text form.
9.2. EDICENTER is entitled to carry out all written correspondence – including the sending of invoices – via email. Files may be sent in common file formats, e.g. PDF format (for Adobe Acrobat Reader).
9.3. On conclusion of the Agreement with EDICENTER, the Subscriber shall nominate a contact person by giving their telephone number and email address, who shall act as a definitive authorised contact for EDICENTER. The Subscriber is obliged to inform EDICENTER immediately and in writing of any change of contact or of their contact details.
10. General provisions
10.1. In the event that, as part of the provision of the Services, EDICENTER has access to documents and data that have been forwarded or transferred to the latter by the Subscriber or by the authorised user, EDICENTER has a duty of confidentiality. In observing the duty of confidentiality, EDICENTER shall apply the level of care that EDICENTER would normally ensure is applied in commercial matters.
10.2. The Subscriber’s rights under this agreement cannot be transferred to third parties.
10.3. EDICENTER is entitled to add the Subscriber’s name and contact details to the directory of subscribers.
10.4. This agreement is subject to the law of the Federal Republic of Germany. Augsburg shall be the only legal domicile.
10.5. If one of the terms in this agreement is or becomes void, the effectiveness of the other terms shall remain unaffected. The entirely or partially ineffective term should be replaced by a term whose commercial effect is as close as possible to the ineffective one.
Last revised: 01 January 2016