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General Terms and Conditions

General Terms and Conditions for Software and Services

§ 1 Scope and Subject Matter of the Agreement

  1. These Terms and Conditions apply to all offers and in all contractual relationships in which Alta Via Applications GmbH (hereinafter “Alta Via”) offers or provides services to other companies, legal entities under public law, or special funds under public law (hereinafter “Client”). Any conflicting provisions in the Client's General Terms and Conditions are therefore expressly rejected.
  2. Alta Via provides IT customization, development, licensing, support, and sales services (hereinafter: Services), specifically in connection with add-on/extension apps that integrate additional or expanded functions into existing enterprise software suites (hereinafter “SuiteApps”).

    The scope and content of the Services are determined by the respective offer from Alta Via, which forms the basis of the respective contractual relationship, and these Terms and Conditions, and may include, in particular:

    • Services relating to SuiteApps for the accounts or accesses separately acquired by the Client and integrated into its IT infrastructure, to the cloud-based “NetSuite” enterprise software products of NetSuite Inc. USA, such as those for accounting, financial management, customer relationship management (CRM), inventory management, human resources management, payroll, procurement, project management, and e-commerce (hereinafter: the Client's NetSuite account).
    • Sale of licenses for the use of Alta Via's proprietary SuiteApps, as well as their implementation in the Client's NetSuite account and the provision of the associated service and license management services. The implementation specifically includes the installation and configuration of the licensed SuiteApps as well as necessary prerequisite components in the Client's NetSuite account.
    • Provision and integration of supplementary solutions from specialized partners (e.g., for AI-based data processing), provided this is agreed upon in the individual contract.
    • Training of the Client's employees in accordance with the provisions of the applicable individual contract.
  3. Platform Dependency and Availability: The Client acknowledges that, depending on the product and configuration, Alta Via's SuiteApps are operated as native extensions within the NetSuite platform and/or as hybrid solutions integrating external systems, interfaces, and services, and are functionally based on the NetSuite platform and, where applicable, on additional technical infrastructures. The availability and functionality of the SuiteApps are therefore technically dependent on the availability and proper functioning of the NetSuite platform provided by Oracle. Alta Via is solely responsible for the functionality of the SuiteApps within the Client's operational NetSuite account in accordance with the current system requirements of the NetSuite platform.

    Alta Via is not responsible for, and assumes no liability for the functionality and (data) security of the NetSuite platform or the Client's NetSuite account as such, nor for data loss, interruptions, delays, malfunctions, or other errors caused by this infrastructure, or by maintenance work or other actions taken by the operators of these infrastructures, or by other actual or technical disruptions to these platforms over which Alta Via has no control.

  4. The SuiteApps may contain interfaces to third-party services. The terms and conditions of the respective third-party providers apply exclusively to these services. Alta Via assumes no liability for the availability, security, or functionality of such services.

§ 2 Contract Negotiation, Conclusion, and Term

  1. Offers made by Alta Via are subject to change without notice, unless otherwise agreed in writing. In case of doubt, the offer or the order confirmation from Alta Via shall be decisive for the content of the contract.
  2. The conclusion of the contract, as well as subsequent amendments and additions to the contract, must be made in text form to be effective. This also applies to any waiver of the text form requirement. No verbal side agreements have been made.
  3. Unless otherwise agreed, the contract term is 12 months. It begins on the license start date specified in the contract and signed by both parties.
  4. The term of the contract is extended by an additional 12 months in each instance unless one of the parties gives notice of termination no later than three months before the end of the respective term.

§ 3 Provision of Services and Cooperation

  1. The fulfillment of tasks is planned jointly based on the scope of work. Upon conclusion of the contract, Alta Via undertakes to perform all individual services necessary for the delivery of the agreed-upon services.
  2. Alta Via is generally free to choose the place of performance. If the activity requires presence at a specific location, Alta Via is obligated to perform the services there. Alta Via is free to organize its working hours.
  3. Alta Via decides which employees to deploy and reserves the right to replace them at any time. It may also engage freelancers and other companies in the course of fulfilling the order.
  4. The Client shall provide Alta Via with all information and support services necessary in a timely manner for Alta Via to perform the services as agreed, provided that no other contractual or statutory provisions mandatorily preclude this (hereinafter “Cooperation”).

    Cooperation includes, in particular:

    • ensuring access to the Client's NetSuite account, including the administrator and deployment rights required for this and for the installation, configuration, and maintenance of the licensed SuiteApps and their components (including prerequisites).
    • LAN- or WAN-based Internet access when services are provided on the Client's premises, or remote access to the Client's IT system.
    • a permanent contact person to be designated in writing or in text form who is capable of and authorized by the Client to make and/or immediately implement the decisions and actions necessary for cooperation on the Client's behalf, as well as an address and email address where the contact person can be reached.

    If and to the extent that the Client's cooperation or that of third parties commissioned by the Client to cooperate does not occur, does not occur in a timely manner, or does not occur as agreed in a specific case, and Alta Via is therefore unable to perform its own affected service, unable to perform it in a timely manner, or unable to perform it as agreed, this shall be at the Client's expense. In this case, Alta Via is entitled to demand the agreed remuneration for the service that was not provided, not provided on time, or not provided as agreed, as well as to demand separate compensation for the additional expenses incurred in making up for the agreed service, based on the terms agreed for the service.

§ 4 Technical Data and Product Improvement

Alta Via is entitled, within the scope of service provision, to collect and process anonymized, non-personal, and aggregated technical usage data in order to improve the security, stability, and functionality of the software, as well as to perform error analyses and compile general usage statistics. This data does not allow any identification of the Client or individual users.

§ 5 Prerequisites

The Client acknowledges that the installation of specific base components (so-called “prerequisites”) in the Client's NetSuite account is absolutely necessary for proper functionality, license management, and to provide an overview of active applications. The Client undertakes to tolerate the installation of these prerequisites and not to uninstall, deactivate, or impair the functionality of these components during the entire term of the contract. A culpable breach of this obligation (e.g., unauthorized uninstallation) may result in the deactivation of the SuiteApps; the Client's obligation to pay remains unaffected by this. Alta Via shall provide the Client with an overview of the licensed and active applications within its NetSuite environment via these components.

§ 6 Remuneration, Payment, Reservation

  1. Remuneration is based on the applicable individual contracts.
  2. All prices are exclusive of the applicable statutory value-added tax, unless the transaction is exempt from value-added tax. Alta Via is entitled to invoice partial services.
  3. Billing on a time-and-materials basis shall be based on the submission of Alta Via's standard time sheets in the form of a proper and verifiable invoice. Invoices are due upon receipt. The Client must review these and may object to them in writing within two weeks; otherwise, they are deemed accepted.
  4. Travel time, travel expenses, and accommodation costs are billed on a time-and-materials basis depending on the Alta Via employee's place of work, unless otherwise agreed upon in the individual contract. Travel time and expenses arise during travel between the employee's place of employment and the client's respective assignment location or between different assignment locations of the client. The provisions of Section 3 above apply mutatis mutandis to the billing of these costs.
  5. Alta Via is entitled to demand partial payments or full advance payments toward the remuneration or the travel and accommodation expenses.
  6. Price changes shall be notified at least 90 days prior to the start of the new term. Should a price increase exceed 10% of the price of the preceding term, the client shall have a special right of termination. In this case, termination must be given in text form no later than 30 days after notification of the price increase and shall take effect at the end of the current contract period.
  7. Offsetting against claims by Alta Via is permitted only with undisputed or legally established counterclaims.

§ 7 Rights of Use

  1. Upon the technical deployment (activation) of the SuiteApps in the Client's NetSuite environment and the Client's acceptance of the work services underlying such deployment, Alta Via grants the Client, for the duration of the contract term, a non-exclusive right to use the SuiteApps specified in the offer in accordance with their intended purpose within the scope of the Client's NetSuite account, namely to store them in their environment, to execute their functions, to display them, and, to the extent necessary for this purpose, to reproduce them.

    This right of use expressly extends to the SuiteApps updates and all basic components necessary for operation, installation, and license management (so-called “prerequisites”), as well as all other software components required for installation that are provided to the Client by Alta Via.

  2. The grant of the right of use pursuant to Section 1 takes effect upon the technical deployment (activation) of the SuiteApp in the Client's NetSuite account for the duration of the contract term and is subject to the condition precedent of payment of the agreed-upon license fee.
  3. In the event of a periodic extension of the contract term pursuant to § 2 No. 4, the grant of the right of use shall be renewed at the beginning of each respective extension period and for its duration, and is likewise subject to the condition precedent of payment of the respective agreed-upon license fee.
  4. The granted right of use includes the Client's authorization to manage the SuiteApps covered by the contract within its NetSuite account. This explicitly includes the ability to independently activate or deactivate the app functionalities via the provided control interface for individual subsidiaries of the Client. Use within a subsidiary is permitted only to the extent covered by the agreed-upon licensing model (e.g., limitation to a specific number or named subsidiaries) as set forth in the offer. Deactivation does not release the Client from the obligation to pay for the licensed units, unless billing based on actual usage has been expressly agreed upon.
  5. Alta Via retains ownership of all rights to the items, documents, and programs provided to the customer, including any associated materials, even prior to the conclusion of the contract, unless the customer has been expressly granted rights of use; these may not be reproduced and/or disclosed to third parties.
  6. If the right of use no longer exists, the Client undertakes to refrain from using the SuiteApps and to delete them from its NetSuite account.

    If the Client uses the SuiteApps despite the absence or expiration of a right of use, Alta Via is entitled, following prior warning with a reasonable notice period, to prohibit further use of the SuiteApps and to prevent access thereto (e.g., through technical blocking).

§ 8 Acceptance of Work Services

  1. To the extent that Alta Via provides work services, these are subject to acceptance. The mere provision of software licenses (rights of use for the standard SuiteApp pursuant to § 7) does not constitute a work service subject to acceptance.
  2. For all services subject to acceptance, Alta Via may require a written acceptance declaration from the Client (including partial acceptance). For this purpose, an acceptance protocol to be signed by both contracting parties may be drawn up. In the case of divisible services, partial acceptance is permissible.
  3. Acceptance is deemed to have taken place as soon as the Client can use the provided SuiteApps or configurations in a productive environment, i.e., can use them to conduct its actual business operations. A separate declaration of acceptance is not required.
  4. Acceptance may not be refused due to minor defects. These must be recorded in the acceptance protocol and remedied by Alta Via under the warranty.

§ 9 Warranty

  1. Alta Via is not liable for the compatibility of the SuiteApps with the Client's individual configurations, scripts, customizations, or third-party solutions that have not been expressly approved in writing by Alta Via for the respective app version.
  2. Any warranty claims not based on intentional acts or omissions by Alta Via shall expire one year after the start of the statutory limitation period.
  3. Any warranty shall also be void with retroactive effect if the Client, without Alta Via's prior consent:
    1. makes changes to the SuiteApps or the basic components (prerequisites) necessary for their operation,
    2. uninstalls them or impairs their functionality, or
    3. combines the SuiteApps with software environments or third-party products that do not meet the system requirements,
    unless the Client can demonstrate that the defect that occurred is not attributable to these interventions.

§ 10 Updates, Upgrades, and Product Development

  1. Alta Via continuously develops the SuiteApps to ensure security, stability, and functionality. Alta Via is entitled to provide the Client with updates (e.g., bug fixes) and functional enhancements (upgrades). The Client has no entitlement to the provision of new features beyond the scope of services agreed upon at the time of contract conclusion, unless otherwise agreed.
  2. The Client expressly consents to the automatic installation of updates and upgrades in the Client's NetSuite production account (so-called “Managed Bundle Deployment”).

    This form of automatic updating is essential to ensure the compatibility of the SuiteApps with the NetSuite platform and the security of data processing for all customers. This is done with due regard to the Client's responsibility for data backup.

  3. Alta Via distinguishes between the following types of updates:
    • Patch Updates: Pure bug fixes or security-related corrections may be applied without prior notice.
    • Major and Minor Updates: The Client is generally informed of significant functional changes via email with reasonable advance notice. However, there is expressly no entitlement to prior notice or compliance with a specific deadline.
  4. The automatic installation pursuant to Section 2 applies exclusively to the production account. The updating of sandbox or test accounts is the sole responsibility of the Client. Alta Via strongly recommends testing updates in a sandbox environment before deploying them in production. Support from Alta Via for updating sandbox accounts is subject to separate compensation.
  5. Should an update result in an unforeseen impairment of the contractually guaranteed functions, the Client is obligated to inform Alta Via of this immediately. The rectification of such impairments shall be carried out exclusively in accordance with the warranty provisions under § 9.
  6. The Client may submit non-binding suggestions for improvements or requests for new features (“Feature Requests”) at any time. There is no entitlement to the implementation of specific adjustments, changes, or functional enhancements. The further development of the SuiteApps takes place exclusively within the framework of Alta Via's standardized product development process.

§ 11 AI-powered functions

  1. If Alta Via provides AI-powered functions or integrations with third-party AI services, these are based on probabilistic models. The generated results may be incomplete, inaccurate, or unsuitable.
  2. It is the sole responsibility of the Client to review all AI-generated results prior to their operational use. Any unchecked further processing is at the Client's own risk. Alta Via shall not be liable for the use of AI-generated results or for decisions or actions based on AI-generated results.
  3. Personal data or other sensitive data may only be entered if this is expressly agreed upon in the contract.

§ 12 Support Services

  1. Alta Via provides support services for the licensed SuiteApps during the term of the license agreement. Support includes:
    • defect rectification, i.e., the correction of technical errors that demonstrably deviate from the service description of the respective SuiteApp.
    • answering functional questions regarding the operation and handling of the application within the standard scope of functions.
  2. Support services are provided exclusively via remote communication channels (in particular via email or through a ticket portal provided by Alta Via). On-site support is not part of the regular support services.
  3. Services not covered by regular support and therefore subject to separate fees include, in particular:
    • general training on the NetSuite platform or in-depth user training.
    • consulting services regarding customer-specific NetSuite customizations or their interaction with the SuiteApps.
    • the resolution of errors caused by the installation of third-party apps, improper operation, or hardware failures on the part of the Client.
    • the performance of configuration, implementation, or project services that go beyond the initial installation (separate service agreements must be concluded for this).
  4. The right to support applies only to the current version of the SuiteApps, as provided by the Client and unmodified. The obligation to install the prerequisites (§ 5) and to accept automatic updates (§ 10) is a mandatory prerequisite for the provision of support. Alta Via is entitled to refuse support if the Client is using an outdated version or has made unauthorized changes to the software environment.

§ 13 Liability

In cases of simple negligence, Alta Via, its legal representatives, employees, and vicarious agents shall be liable only if the breach involves a material contractual obligation. This is an obligation whose fulfillment is essential for the proper performance of the contract and on whose compliance the Client may regularly rely. In such cases, liability is limited to foreseeable damages typical for this type of contract.

§ 14 Confidentiality

  1. The contracting parties undertake to treat all confidential information of the other party that becomes known to them in the course of performing this contract as strictly confidential and to use it exclusively for the performance of this contract.
  2. Confidential information includes, in particular, trade and business secrets, technical information, product concepts, documentation, prices, offers, and non-public information about customers, partners, or employees.
  3. Information shall not be considered confidential if it
    1. was demonstrably already known to the receiving party,
    2. becomes publicly known without a breach of contract,
    3. was lawfully obtained from third parties, or
    4. was developed independently.
  4. The obligation of confidentiality shall remain in effect for a period of five (5) years beyond the end of the contract.

§ 15 Data Protection, Subprocessors, Reference Mention, Data Backup

  1. Alta Via is entitled to regularly inform the Client via the email address provided within the scope of the business relationship about product updates, new features of the SuiteApps, and related services. The Client may object to this use of their data at any time (opt-out).
  2. Alta Via is entitled to name the Client as a reference customer on its website and in marketing materials, using the Client's company logo.
  3. To the extent that personal data is processed in connection with the use of the SuiteApps, the Client is the data controller within the meaning of the GDPR, and Alta Via is the data processor. If necessary, the parties shall enter into a separate data processing agreement in accordance with Article 28 of the GDPR.
  4. To the extent that Alta Via performs announced installations, configurations, or major updates, it is the Client's responsibility to take appropriate data backup measures within the scope of its organizational and technical capabilities.

§ 16 Final Provisions

  1. The exclusive place of jurisdiction for all disputes arising from and in connection with this Agreement is Munich.
  2. German law shall apply exclusively, to the exclusion of the UN Convention on Contracts for the International Sale of Goods.
  3. Should individual provisions of this contract be legally invalid or lose their legal validity due to subsequent circumstances, or should a loophole be discovered in this contract, this shall not affect the legal validity of the remaining provisions. In place of the invalid contractual provisions or to fill the gap, an appropriate provision shall apply that, as far as possible, most closely approximates what the contracting parties would have intended had they considered this point.