1 .   SCOPE OF APPLICATION

These General Terms and Conditions govern the sale of products and services between ERGOBIT GmbH and its subsidiaries (collectively, “ERGOBIT”) and the customer. Additional terms and conditions may apply to other specific services offered by ERGOBIT. If such additional terms and conditions conflict with these General Terms and Conditions, the additional terms and conditions shall prevail.

Please read these terms and conditions carefully before placing an order with ERGOBIT or entering into a contract with ERGOBIT. By ordering a service from ERGOBIT or entering into a contract with ERGOBIT, the customer agrees to these terms and conditions.

The customer expressly waives their own general terms and conditions, even if such terms were established after these General Terms and Conditions. Any deviation from these terms must, to be valid, be expressly agreed upon in advance and in writing. These terms constitute an extension of the contract signed between the parties and, as such, form an integral part of the contractual relationship between the parties.

2.   OWNERSHIP AND USE RIGHTS

Software published by Microsoft Corporation, SAP S.E., or Odoo S.A. is the respective property of those companies and is governed by their respective licenses. Software published by other companies or individuals is the property of those companies or individuals and is governed by their respective licenses.

Software developed and/or published by ERGOBIT is grouped in two categories: 

• Standard software is software designed for a specific business domain or economic sector. ERGOBIT’s standard software is the property of ERGOBIT and is governed by ERGOBIT’s respective licenses. Unless expressly provided otherwise, ERGOBIT does not sell its standard software; therefore, a transfer of ownership of ERGOBIT’s standard software to the customer is not provided for. The customer pays royalties granting them the right to use ERGOBIT’s standard software.
• Custom software refers to software developed at a customer’s request. Custom software is the property of the customer who ordered it and is delivered to that customer in accordance with the terms of the contract between ERGOBIT and the customer.

3.   HOSTING

ERGOBIT software is made available to the customer for their own use via the ERGOBIT cloud platform or the Odoo S.A. cloud platform. Installation of ERGOBIT software on other servers is not planned.

The ERGOBIT cloud platform is a SaaS (Software as a Service) platform.

For reasons of data security for ERGOBIT and its customers, the provision of PaaS (Platform as a Service) or IaaS (Infrastructure as a Service) services, in which hosting is managed by the customer, is not planned within the scope of the ERGOBIT cloud platform. Consequently, the customer is not granted access to the operating system of ERGOBIT’s servers.

However, the customer may request hosting on a dedicated ERGOBIT server or their own server by separately ordering ERGOBIT’s managed services and remote maintenance for an additional fee. The service for transferring hosting from the ERGOBIT cloud to other servers must also be paid for separately.

4.   CONFIGURATION AND SETUP 

ERGOBIT is responsible for configuring and customizing the software in accordance with the terms of the contract.

Unless otherwise specified, ERGOBIT’s service is not intended to provide training in system configuration or setup, but rather to perform these tasks and deliver a functional and secure system to the customer.

The customer may order training and coaching services for system configuration or parameterization for an additional fee.

5.   DOCUMENTATION

ERGOBIT provides the customer with functional documentation and a user manual for the subscribed modules.

The delivery of manuals or technical documentation related to software configuration is provided only if the customer has ordered the technical training service in accordance with the provisions of Section 4 above.

The delivery of technical documentation related to the technical configuration of the hosting is provided only in the case of hosting on a dedicated server in accordance with the provisions of Section 3 above. ​

6.   ADDITIONAL CHARGE

Any service requested by the customer that is not part of our offer or the contract must be formally submitted by the customer as a change request and approved by ERGOBIT. It will be subject to additional billing at ERGOBIT’s current rates.

7.   BILLING

Invoices will be sent electronically via email to the customer’s address. ERGOBIT does not issue paper invoices. All prices listed in the contracts are exclusive of VAT. At the time of invoicing, VAT will be applied in accordance with the law.

8.   PAYMENT

All payments must be made by bank transfer to the ERGOBIT bank account indicated on the invoice or by crossed check payable to ERGOBIT within the timeframes specified in the proposal or contract.

9.   WARRANTY

ERGOBIT guarantees the entire system as well as the subscribed applications for the entire duration of the contract. This includes a guarantee of legal compliance for the accounting and human resources modules.

ERGOBIT is responsible for fixing any errors or defects throughout the term of the contract. 

10.   PRIVACY AND DATA PROTECTION

ERGOBIT is committed to protecting the confidentiality of the client’s data. This includes, among other things:

• The personal data of your employees, suppliers, customers, and other partners, 
• Data managed in all of the client’s systems,
• All information regarding the client’s equipment, work processes, and know-how.

The distribution or publication of this data, in any form whatsoever, is strictly prohibited. ERGOBIT is authorized to use the client’s data solely for internal administrative purposes in accordance with the terms of the contract and only to the extent necessary for ERGOBIT to fulfill its obligations.

More detailed information is provided in our privacy policy.

11.   ACCOUNT MANAGER AND ON-SITE VISITS

ERGOBIT designates an account manager who is the only person authorized from the outset to conduct on-site visits at the client’s premises on behalf of ERGOBIT. Any on-site visits by persons other than the account manager will be announced in advance by ERGOBIT management. The client is solely responsible for accepting third parties not announced by ERGOBIT management, and ERGOBIT shall not be held liable in such cases. While on-site at the client’s premises, ERGOBIT representatives are required to comply with the client’s instructions and safety protocols.

12.   DISPUTES AND JURISDICTION

Any dispute arising from this agreement shall be governed by German law for ERGOBIT GmbH or by Senegalese law for ERGOBIT SARL and shall fall within the jurisdiction of the courts of the district in which the registered offices of these two companies are located, without prejudice to ERGOBIT’s right to bring the dispute before another competent court.

13.   MISCELLANEOUS

Any other agreement not included in the contract or among the proints above is null and void.