Supplementary Terms for Services
These Supplementary Terms for Services (“Service Terms”) amend the General Terms & Conditions between the Softechenergy Planungs GmbH entity named in the order (hereinafter “Softech”) and the customer with whom the order is concluded. They apply exclusively to the service activities (“Services”) described in the order.
The terms used in this document have the meanings defined in the General Terms & Conditions.
Commercial Conditions
1. Deliveries and Services by Softech
1.1 Scope of Services
1.1.1 Service Description
Softech provides the Services as defined or referenced in the service description specified in the order.
1.1.2 Supervision
If the Services include supervisory tasks, Softech is only obliged to issue proper instructions. Softech is not liable for the performance of third parties or the customer’s employees.
1.2 Place of Performance
1.2.1 On-site Services
- Services are performed during normal business hours (excluding public holidays); and
- Reasonable site regulations provided in writing prior to the start of service performance are complied with.
1.2.2 Remote Services
- From any Softech-selected location; or
- Via remote access.
1.3 Personnel
Softech may deploy personnel at its own discretion and is responsible for all compensation and benefits of Softech employees.
1.4 Data Processing
If Softech processes customer personal data, the following apply:
- Softech´s Data Privacy Terms available at https://softechenergy.com;
- Any additional information on the processing of personal data, including authorized subprocessors, as specified in the order.
2. Customer Obligations
2.1 Cooperation and Support
The customer shall ensure that Softech can properly perform the Services and shall provide the following cooperation:
- Enabling timely commencement and uninterrupted execution of the Services in compliance with applicable health and safety regulations;
- Provision of qualified personnel with appropriate expertise and decision-making authority;
- Provision of secure internet access and authorized system access (customer or third party), where required;
- Support in fulfilling regulatory requirements for commissioning, acceptance, and operation of the Services;
- Timely acceptance of deliveries and services, including feedback and required input;
- Provision of lockable storage rooms, adequate working and rest areas, and sanitary facilities for Softech and its subcontractors;
- Provision of necessary information regarding concealed cables, underground installations, and other site conditions;
- Obtaining all legally required permits and approvals where Softech cannot obtain them;
- Ensuring cooperation of all third parties contracted by the customer;
- For time-and-materials orders: confirmation of hours worked based on Softech time sheets. These shall be deemed accepted if not rejected in writing with substantial reason within 10 days;
- Performance of any additional cooperation obligations defined in the order.
2.2 Scheduling and Management
Softech is not responsible for customer project planning, scheduling, or project management, nor for resulting delays or costs, unless expressly agreed otherwise.
2.3 Hazardous Materials and Site Conditions
2.3.1 On-site Responsibility
The customer is responsible for the proper handling, storage, and disposal of hazardous materials, special waste, asbestos, geological/geothermal conditions, archaeological findings, or any other conditions requiring special measures or affecting the Services or the environment.
2.3.2 Cost Reimbursement and Suspension
The customer shall reimburse Softech for all resulting costs. If a health or safety risk arises during the Services, Softech may suspend the Services until the risk is eliminated.
2.4 Remote Support
2.4.1 Remote Services
Softech may provide Services remotely.
2.4.2 Remote Access
- A technically secure internet connection;
- Necessary access to customer facilities;
- Activation and acceptance of remote access (if agreed);
- A qualified and authorized person on-site familiar with the equipment and production systems.
2.4.3 Remote Access Functionality
- Softech may provide remote access functionalities. The customer shall verify compatibility with its internal security standards and policies;
- If the customer provides the remote access, it is responsible for confidentiality, integrity, and availability. Softech is not liable for the customer’s access environment and may refuse insufficient access.
3. Delivery and Performance
3.1 Acceptance
3.1.1 No Acceptance Required
Unless otherwise agreed in the order, Services are deemed rendered without acceptance.
3.1.2 Acceptance Required
If acceptance is stipulated:
- Softech will notify completion;
- The customer shall accept unless a breach of Section 4 exists. In such case, written rejection is required; Softech will remedy the breach and request acceptance again.
3.1.3 Deemed Acceptance
Services are deemed accepted after 10 business days following the completion notice if no rejection is made, or once the deliverables are put into productive use.
3.2 Delivery and Performance Dates
All dates are non-binding estimates. Binding dates require explicit agreement per Section 3.3.
3.3 Delays
3.3.1 Liquidated Damages
If Softech is solely responsible for delays, Softech shall pay 0.5% of the affected service price per week, capped at 5%.
3.3.2 Termination
The customer may terminate due to delay only after the maximum compensation has been reached and a grace period has expired.
3.3.3 Exclusive Liability
Section 3.3 defines Softech´s exclusive liability for delays; all further claims are excluded.
4–7. Defect Liability
4. Defects
Services are performed professionally and with due care. Softech does not owe a specific result unless expressly agreed in the order.
5. Warranty Period
- Standard: 90 days after performance or acceptance (if applicable);
- Remedy: 30 days after rework, maximum 120 days from the original start of the period.
6. Claims Procedure
- Immediate written notification by the customer;
- Remedy by Softech on-site or remotely;
- Customer provides access, assembly/disassembly, and data;
- Costs for unfounded claims borne by the customer;
- If remedy fails, customer may terminate and Softech refunds the paid amount.
7. Exclusions
Softech is not liable for improper use, failure to follow instructions, non-reproducible software errors, causes beyond control, changes by third parties, or use of recommendations.
8. Final Provision
Sections 4–7 constitute Softech´s full liability for defects and the customer’s exclusive rights.
Softech assumes no further warranties, express or implied, including fitness for a particular purpose.
9–11. Intellectual Property
9. Reservation of Rights
Each party retains ownership of intellectual property developed or acquired outside the order, including improvements.
10. Developed Under the Order
Intellectual property created under the order remains the property of Softech; licensing to the customer is governed by Section 11.
11. License
Softech grants the customer a non-exclusive, worldwide, perpetual, non-transferable right to internal use in unmodified form.
Additional rights and limitations may be defined in the order.