Terms and conditions

1. Scope

  1. These General Terms and Conditions (hereinafter referred to as “GTC”) shall apply to all IT services (hereinafter referred to as “IT Services” or also “Services”) to be provided by VIALUTIONS GmbH, Neuhausweg 7, 13583 (hereinafter referred to as “VIALUTIONS” or “Party”) to any Customer (hereinafter also referred to as “Party”) unless expressly agreed otherwise.
  2. The GTC apply exclusively to all contracts agreed between VIALUTIONS and the Customer (together: “the Parties”). This shall also apply if no express reference is made to the GTC in the respective contract. Conflicting or supplementary general terms and conditions of the Customer shall not become part of the contract, even if VIALUTIONS performs a service without expressly contradicting such terms and conditions.
  3. In the event of a conflict between the contract concluded by the parties and the subordinate documents (e.g. GTC, order processing agreement and other contractual annexes), the provisions from the contract shall take precedence over the other contractual documents.

2. Object of service

  1. The services offered by VIALUTIONS include IT services in the field of IT business consulting, development and operation of information systems and Internet-based information systems, as well as in connection with the construction, maintenance and operation of IT systems and IT infrastructure. These IT services may also relate to a specific project.
  2. The subject matter of the IT services to be provided, as commissioned by the Customer, shall result from the contract concluded between the parties, such as the “Contract on the Provision of IT Services” or the “Contract on the Implementation of an IT Project”. VIALUTIONS shall provide the IT Services as services. VIALUTIONS may use subcontractors.

3. Cooperation

  1. The parties shall cooperate on the basis of trust. If one party recognizes that information, whether its own or that of the other party, is incorrect, incomplete, ambiguous or impracticable, it must inform the other party immediately. The parties shall then seek a solution that is in line with their interests.
  2. The customer shall support VIALUTIONS to the extent necessary in the performance of its contractually owed services. This includes in particular, if necessary
    – the timely provision of information, hardware, software and other IT systems as well as data and telecommunication equipment of the Customer,
    – making the premises of the Client accessible,
    – enabling access to software and to the IT systems of the Customer directly or by means of remote data transmission, as well as
    – instruction regarding circumstances to be observed when VIALUTIONS works on the premises or on the technical equipment of the Principal.
  3. Customer shall cooperate at its own expense. In the event that Customer fails to cooperate or cooperates incorrectly, Customer shall bear all economic and other disadvantages resulting therefrom, and in particular shall indemnify VIALUTIONS against obligations and compensate VIALUTIONS for any additional costs incurred.
  4. Customer shall be solely responsible for evaluating the suitability of the IT Services for its business operations and for complying with all applicable legal provisions regarding Customer Data and the use of the IT Services.
  5. The Client shall bear any disadvantages and additional costs resulting from a breach of its obligations.

4. Remuneration, settlement modalities, expenses

  1. The Customer shall pay VIALUTIONS the agreed remuneration. No discount shall be granted. All prices are exclusive of the applicable statutory value-added tax.
  2. The amount of the remuneration shall be determined by the contract concluded between the parties.
  3. If a total amount is stated in the contract, it is only a cost estimate, unless otherwise expressly agreed in writing in the contract.
  4. If invoicing is on an hourly or daily rate basis, the services provided will be invoiced monthly in arrears. Payment must be made within two weeks of the invoice date.
  5. Monthly recurring remunerations shall – unless otherwise agreed – be due in advance and without separate invoicing on the basis of the contract. If payment is to be made only after invoicing, then payments are due two weeks after the invoice date. Upon the due date, VIALUTIONS may, without a separate reminder, charge interest on arrears in the amount of the applicable statutory default interest rate.
  6. Unless otherwise agreed, a monthly recurring remuneration shall be calculated according to full calendar months. If the start of the performance period for the recurring remuneration falls in a current calendar month, the remuneration for this billing month shall be due pro rata. Payment shall be made within two weeks of the start of the performance period.
  7. In addition, VIALUTIONS may demand payment of a reasonable advance.
  8. Daily rates and hourly rates are usually adjusted appropriately at the beginning of the year by joint agreement.
  9. The Customer may only set off claims that are undisputed or have been finally adjudicated and may only base a right of retention on claims that are undisputed or have been finally adjudicated. He may not assign his claims to third parties – without prejudice to the provision of § 354a HGB.

5. Changes in service

  1. During the performance of a contract, the parties may at any time propose changes, in particular to the agreed IT services, methods and dates.
  2. VIALUTIONS shall comply with a request by Customer for a change in performance to the extent that it is possible and economically reasonable for VIALUTIONS to provide the changed performance. The Customer shall bear all expenses incurred as a result of its request for a change. This shall include, in particular, the examination of the change request, the preparation of a change proposal and any downtimes and delays in performance. In the event that an agreement on hourly rates has been reached between the parties, the expenses shall be calculated according to these rates, otherwise according to the usual hourly rates of VIALUTIONS.
  3. VIALUTIONS is entitled to modify or deviate from the services to be provided under the contract if the modification or deviation is reasonable for Customer, taking into account the interests of both parties.

6. Rights of use

  1. To the extent that VIALUTIONS must access and/or process Customer’s IT systems (including software applications) in order to perform its services, Customer grants VIALUTIONS the non-exclusive, non-transferable right of use and processing, limited in time to the necessary duration of the performance of the services and limited in content to the necessary scope and purpose of the contract, to the extent necessary for the agreed services.
  2. Insofar as VIALUTIONS provides Customer with software or other protectable objects of performance (e.g. training materials, concepts, documentation), Customer may use these to the contractually agreed extent. Unless otherwise agreed in writing, Customer shall be granted a non-exclusive right of use for its own business purposes.
  3. Insofar as VIALUTIONS has provided Customer with software, Customer may make the necessary backup copies of the software. If the backup copy is made on a portable data carrier (e.g. external hard disk, DVD, etc.), then the data carrier shall be marked as a backup copy and provided with a copyright notice, unless this is technically unreasonable. Customer may neither change nor remove copyright notices of VIALUTIONS or third parties.
  4. Decompilation may only be carried out in the cases required by law in accordance with § 69e UrhG. If third parties are involved in the decompilation, the Customer must provide VIALUTIONS with a written declaration by the third party prior to their use, in which the third party undertakes directly vis-à-vis VIALUTIONS to comply with the provisions of this section.
  5. All property rights and exclusive rights to protectable services of VIALUTIONS – in particular, rights of use and exploitation under copyright law as well as possible rights to inventions – shall be exclusively vested in VIALUTIONS to the extent permitted by law, even to the extent that the services were created as a result of specifications or collaboration by the Client.
  6. VIALUTIONS is entitled to create anonymized analyses with aggregated data for which data of the Principal and information resulting from the provision of the IT Services are used (“Analyses”). The data will be anonymized and aggregated for the Analyses so that it is impossible to draw conclusions about individual Clients or natural persons. Analytics data is used for performance improvement, new service development, resource and support improvement, performance improvement, security and data integrity review, identification of industry trends and developments, index creation, and anonymous benchmarking.
  7. Soweit nicht ausdrücklich anders vereinbart, sind Nutzungsrechte für Software von Dritten nicht Gegenstand der von VIALUTIONS zu erbringenden Leistungen. Der Auftraggeber hat die erforderlichen Nutzungsrechte eigenverantwortlich und auf eigene Kosten zu beschaffen. VIALUTIONS darf davon ausgehen, dass der Auftraggeber sämtliche erforderliche Nutzungsrechte an sämtlicher Software hat, in deren Zusammenhang VIALUTIONS ITServices erbringen soll.
  8. The Client grants VIALUTIONS the right to describe the joint project free of charge, unlimited in terms of time, space and content. VIALUTIONS has the right to use the description for illustration and advertising purposes on VIALUTIONS’ website, in its own social media presences and in its own presentations, while mentioning the Client’s company name and logo. This consent may be revoked at any time; VIALUTIONS’ legitimate interests will be taken into account.


  1. Agreed implementation deadlines and delivery dates are generally non-binding and serve only as planning parameters. Binding deadlines must be expressly agreed as such in the individual order.
  2. Deadlines set by the Client provided for by law or contract must – except in urgent cases – be at least ten standard federal working days (excluding Saturday).
  3. If the fruitless expiry of a set deadline is to entitle the Client to dissolve the contract (e.g. through withdrawal, termination or damages instead of performance) or to reduce the remuneration, the Client must threaten these consequences of the fruitless expiry of the deadline in writing together with the setting of the deadline. Otherwise, the setting of a deadline shall not entitle the Client to dissolve the contract.

8. Responsibilities

  1. VIALUTIONS shall be liable without limitation for intent as well as for claims arising from mandatory product liability law, for a condition for which VIALUTIONS has assumed a guarantee or due to injury to body, life or health. In all other respects, liability shall be limited to damages or reimbursement of futile expenses in accordance with section 8.
  2. The liability of VIALUTIONS arising from or in connection with an individual order shall be limited to EUR 50,000.00 or to the amount of the remuneration for the individual order, whichever is higher, for simple negligence, irrespective of the legal grounds. In any case, VIALUTIONS shall be liable in the case of simple negligence only for damages that are foreseeable and typical for the contract. Loss of profit shall not be compensated. In the event of data loss, only the costs of recovery shall be reimbursed.
  3. Customer shall indemnify VIALUTIONS against all claims asserted by third parties against VIALUTIONS in connection with a Contract to the extent that such claims and/or the amount of liability exceed the limits of liability under Sections 8.1 and 8.2.

  4. To the extent that liability is excluded or limited pursuant to this Section 8, such exclusion or limitation shall also apply to the personal liability of the employees, vicarious agents, bodies of VIALUTIONS and its affiliated companies within the meaning of §§ 15 et seq. AktG (German Stock Corporation Act) as well as their employees and bodies.
  5. In the event of liability due to intent, gross negligence, personal injury or under the Product Liability Act, the statutory limitation periods shall apply. Otherwise, a limitation period of one year shall apply to all claims for damages or reimbursement of futile expenses of the Client in the case of contractual and non-contractual liability. The limitation period shall commence at the point in time specified in Section 199 (1) of the German Civil Code (BGB). It shall come into effect at the latest upon expiry of 5 years from the date on which the claim arose.

9. Confidentiality

  1. The parties shall treat all confidential information of the other party obtained in the course of the performance of the contract as confidential for an unlimited period of time with reasonable care. “Confidential Information” shall mean all information which VIALUTIONS or Customer protect against unrestricted disclosure to third parties, or which, according to the circumstances of disclosure or its content, is to be considered confidential. In any event, for the benefit of VIALUTIONS, the terms of remuneration shall be deemed to be Confidential Information.
  2. Confidential information may only be disclosed to third parties if this is necessary for the exercise of rights, legal or official obligations or for the fulfillment of contracts. Disclosure to affiliated companies pursuant to §§ 15 et seq. AktG (German Stock Corporation Act) and consultants subject to professional secrecy is also permissible insofar as it is ensured that they in turn maintain confidentiality in accordance with Section 9.1.
  3. Section 9.2 shall not apply to Confidential Information that (a) has been independently obtained by the Receiving Party without recourse to the Disclosing Party’s Confidential Information, (b) has become generally available to the public without breach of contract by the Receiving Party, (c) was known to the Receiving Party without restriction at the time of disclosure, or (d) has been released from the foregoing provisions upon written consent of the Disclosing Party.

10. Data privacy

  1. Personal data shall be processed by VIALUTIONS in accordance with the data protection laws applicable in Germany. The Customer warrants that for all personal data transmitted or made accessible to VIALUTIONS within the scope of this contract, consent or legal permission for use and transmission within the scope of the contract has been obtained.
  2. To the extent required by law due to a specific individual assignment, the parties shall conclude a separate data protection agreement.

11. Term of contract, termination of contract

  1. As between the parties, a contract shall come into force upon the signing of the respective contract and may be duly terminated by either party in accordance with the provision made in the contract.
  2. The right to extraordinary termination remains unaffected.
  3. Any termination must be in writing.

12. Changes to the General Terms and Conditions of Contract

Amendments to these General Terms and Conditions shall be offered to the Customer in text form no later than two months before the proposed date of their coming into effect. The Customer shall be deemed to have given its consent if it has not notified VIALUTIONS of its rejection prior to the proposed date on which the amendments are to take effect. VIALUTIONS shall specifically draw the Customer’s attention to this effect of approval.

13. Choice of law, place of jurisdiction

  1. All contractual and non-contractual claims shall be governed exclusively by German law, excluding the UN Convention on Contracts for the International Sale of Goods. The conflict of laws shall not apply.
  2. The exclusive place of jurisdiction for all disputes arising from and in connection with the Software Agreement shall be Berlin, provided that Customer is a merchant, a legal entity under public law or a special fund under public law. VIALUTIONS may, at its discretion, also sue Customer at Customer’s place of business.

14. Written form

  1. With the exception of individual agreements, all amendments and supplements to the agreement, as well as all declarations of intent made to VIALUTIONS and declarations regarding the exercise of design rights, must be made in writing.
  2. The written form requirement may also be complied with by means of an exchange of letters or (with the exception of notices of termination) by means of electronically transmitted signatures (fax, transmission of scanned signatures via e-mail). § However, Section 127 (2) and (3) of the German Civil Code (BGB) shall not apply in all other respects.