1. Scope of Application and Contracting Parties
1.1 These General Terms and Conditions apply to all contracts, offers, orders and other business relationships between GeTeBe Gesellschaft für technische Beratung GmbH & Co. KG, Hochstraße 22b, 94538 Fürstenstein (below “GeTeBe”) and its clients.
1.2 These General Terms and Conditions apply exclusively to business entities as defined in Section 14 of the German Civil Code (BGB), legal entities under public law and special funds under public law. Contracts with consumers are not concluded on the basis of these General Terms and Conditions.
1.3 Any conflicting, deviating, or supplementary terms and conditions of the client shall apply only if GeTeBe has expressly agreed to their validity in writing. The unconditional provision of services or acceptance of payments does not constitute such consent.
1.4 Individual agreements, service descriptions, offers, order confirmations and other contractual documents take precedence over these General Terms and Conditions in the event of any conflicts. Individual agreements remain unaffected.
1.5 Supplementary terms may be agreed upon for specific service areas, in particular for software licenses, maintenance and support, cloud or hosting services, data processing, service level agreements, or special project terms.
2. Conclusion of the Contract and Contract Documents
2.1 Offers from GeTeBe are subject to change unless they are expressly designated as binding. A contract is concluded upon the signing of an offer, upon written confirmation of the order, or upon commencement of service provision at the express request of the Client.
2.2 The nature, scope, subject matter of the services, compensation, deadlines and where applicable, acceptance, licensing, support, or operating conditions are set forth in the respective offer, the service description, or the order confirmation.
2.3 Information contained in presentations, product descriptions, demonstrations, or marketing materials does not constitute a guarantee of quality, unless such quality has been expressly included in the contract as binding.
2.4 In the event that individual contractual documents contradict one another, the following order of precedence shall apply: (1) individual agreements and the order confirmation, (2) the scope of services and the offer, (3) agreed-upon attachments and supplementary terms, (4) these General Terms and Conditions.
3. Types of Services and Legal Classification
3.1 GeTeBe provides, in particular, homologation consulting, technical consulting, technical documentation, engineering and design services, custom software development, provision and licensing of the TASK software package—including individual modules—as well as training, maintenance, support, hosting and other IT services.
3.2 The legal classification is determined by the content of the respective individual contract. Consulting, assistance, training and support services are generally considered services, provided that no specific result is expressly guaranteed. The creation of specifically defined deliverables, documentation or custom software may be subject to the provisions of a contract for work and services.
3.3 To the extent that a contract covers multiple types of services, the provisions of this contract apply to the relevant service component in each case. The legal classification of one service component does not automatically change the classification of the remaining services.
4. Changes to Services and Additional Work
4.1 Any changes or additions to the agreed scope of services must be agreed upon in writing. GeTeBe is not obligated to perform additional or modified services without first clarifying the impact on compensation, deadlines and resources.
4.2 If one party identifies a need for changes during the course of the project, it shall inform the other party immediately. GeTeBe shall communicate the anticipated effects on effort, compensation and deadlines, to the extent this is possible with reasonable effort.
4.3 Until a decision is made regarding a change request, GeTeBe shall continue to provide the services rendered to date, to the extent this is objectively reasonable and practicable. Delays caused by unresolved change requests shall extend agreed-upon deadlines accordingly.
4.4 Services that the Client requests additionally after the conclusion of the contract and that are not included in the agreed scope of services shall be billed according to the agreed-upon rates or, in the absence of such rates, according to GeTeBe’s standard rates.
5. Client’s Obligations to Cooperate
5.1 The Client shall provide GeTeBe in a timely manner with all information, data, documents, access, contact persons, decisions and other forms of cooperation necessary for the performance of the services.
5.2 The Client is responsible for the completeness, accuracy, timeliness and legal admissibility of the information, data and documents it provides, unless GeTeBe has expressly agreed to review them as part of its own services.
5.3 The Client shall designate technically and organizationally suitable contact persons and ensure that necessary decisions are made within a reasonable time frame.
5.4 If the Client fails to provide the necessary cooperation or does so late or improperly, deadlines and dates shall be extended by the duration of the delay plus a reasonable restart period. Additional expenses shall be billed at the agreed-upon rates.
5.5 Following an unsuccessful request and the setting of a reasonable deadline, GeTeBe may suspend the affected services. Further statutory rights remain unaffected.
6. Service Provision, Personnel and Subcontractors
6.1 GeTeBe shall provide the services in accordance with the state of the art recognized at the time the contract is concluded and with the diligence expected of a competent company, unless a higher standard of performance has been agreed upon.
6.2 GeTeBe is entitled to select methods, tools, technologies and workflows and to adapt them during the provision of services, provided that the agreed-upon purpose of the services is not compromised.
6.3 GeTeBe may engage qualified employees, independent contractors and subcontractors to perform the services. GeTeBe remains responsible to the Client for the performance of the services in accordance with the contract.
6.4 For services performed on the Client’s premises, the Client shall inform GeTeBe in a timely manner of relevant safety, access, data protection and operational regulations and shall provide the necessary training.
7. Dates, Deadlines and Force Majeure
7.1 Dates and deadlines are binding only if they have been expressly agreed upon as such. Non-binding tentative dates are used for project management purposes.
7.2 Deadlines for performance shall not begin until the contract has been concluded, all necessary cooperation has been provided and agreed-upon advance payments have been made.
7.3 Events beyond the reasonable control of a party—in particular natural disasters, war, terrorism, government measures, lawful labor disputes, significant disruptions to energy, telecommunications or cloud infrastructures, supply chain failures or comparable events—shall release the affected party from its obligation to perform for the duration and to the extent of the hindrance. The affected party shall notify the other party immediately and shall endeavor to mitigate damages.
7.4 If a material hindrance lasts longer than 60 calendar days, either party may terminate the affected portion of the services not yet rendered in writing. Services already rendered and unavoidable costs incurred shall be compensated.
8. Compensation, Incidental Expenses and Terms of Payment
8.1 Compensation is specified in the respective offer or individual contract. Unless a fixed fee has been agreed upon, billing is based on time spent at the agreed-upon rates.
8.2 Travel time, travel expenses, lodging costs, out-of-pocket expenses, material costs, fees and third-party services will be billed separately as agreed or in accordance with the offer. Third-party services may be passed on with a processing or coordination surcharge as specified in the offer.
8.3 All prices are net plus applicable sales tax.
8.4 GeTeBe is entitled to demand reasonable advance payments, installment payments and monthly partial invoices in accordance with the progress of the services.
8.5 Invoices are payable without deduction within 15 calendar days of receipt, unless otherwise agreed in the individual contract. Upon expiration of the payment deadline, the client shall be in default without further notice.
8.6 In the event of default, statutory default interest shall apply. GeTeBe may prove further damages resulting from the default.
8.7 Obvious billing errors must be reported in writing within 14 calendar days of receipt. Statutory objections and rights remain unaffected.
9. Special Provisions for Type Approval Consulting
9.1 GeTeBe assists the Client in evaluating and implementing type approval and technical requirements. Unless expressly agreed otherwise, GeTeBe is obligated to provide professional consulting services, but is not obligated to secure approval or a specific decision from a government agency, technical service or other independent body.
9.2 The Client remains responsible for the accuracy and completeness of its vehicle, model, variant, version, test and company data, as well as for the final internal review and approval of the documents intended for submission, unless this responsibility has been expressly and unambiguously transferred to GeTeBe.
9.3 Legal or technical changes occurring after a deadline specified in the offer may result in additional work. GeTeBe will point out any identified changes, to the extent that this is included in the scope of services.
9.4 Statements regarding regulatory requirements are based on the information available at the time of processing. Legal advice within the meaning of the Legal Services Act is only owed if it is legally permissible and has been expressly agreed upon.
10. Acceptance of Services Under a Contract for Work and Materials
10.1 To the extent that GeTeBe is obligated to achieve a specific result, GeTeBe shall make the work product available for acceptance upon completion and shall request acceptance from the Client in writing, setting a reasonable deadline for acceptance.
10.2 The Client shall inspect the work product within the set deadline. Acceptance may not be refused on the grounds of minor defects.
10.3 The work product shall be deemed accepted if the Client does not refuse acceptance within the set reasonable deadline, specifying at least one specific defect.
10.4 Productive use, unconditional transfer to third parties, or use in accordance with its intended purpose may be deemed acceptance if GeTeBe has previously pointed out this legal consequence and the client has been granted a reasonable period for inspection.
10.5 Partial acceptance may be agreed upon. Accepted partial deliverables shall be deemed to have been accepted independently, provided they can be independently tested and used.
11. TASK Standard Software and Rights of Use
11.1 To the extent that GeTeBe provides the Client with standard software, in particular TASK or individual TASK modules, the scope, term, number of users, mode of operation and compensation shall be determined in accordance with the respective offer or license certificate.
11.2 Unless otherwise agreed, the Client shall be granted a simple, non-exclusive, non-transferable and non-sublicensable right to use the software to the extent contractually agreed for its own business purposes.
11.3 The Client may use the software only for the agreed number of users, workstations, clients, companies or system environments. Any exceeding of these limits requires an additional license.
11.4 Transfer, rental, sale, public disclosure or use by third parties is permitted only with GeTeBe’s prior consent, unless mandatory law provides otherwise.
11.5 Rights to examine, decompile or reproduce the software exist only to the extent permitted by law. If the Client requires interface information to establish interoperability, the Client shall first give GeTeBe the opportunity to provide this information under reasonable terms.
11.6 Notices regarding ownership, copyright and other intellectual property rights may not be removed or altered.
11.7 If the license is for a limited term, the right of use shall terminate upon expiration of the contract. The Client shall then cease use and delete any existing copies, provided that no statutory retention requirement precludes such action.
12. Custom Software Development and Client-Specific Customizations
12.1 In the case of custom software development, requirements, functions, interfaces, milestones and acceptance criteria are derived from the scope of work.
12.2 GeTeBe retains all rights to pre-existing program components, libraries, frameworks, methods, tools, generic components and general know-how.
12.3 To the extent that customer-specific deliverables are created, the Client shall receive the rights of use specified in the individual contract upon full payment. In the absence of an express provision, the Client shall receive a non-exclusive, perpetual, non-transferable right of use for its own business purposes.
12.4 The delivery of source code is only required if this has been expressly agreed upon. In the absence of such an agreement, GeTeBe is solely obligated to provide the executable software or functionality specified in the contract.
12.5 Modifications made by the Client or third parties are at their own risk. GeTeBe is not liable for defects or malfunctions caused thereby. If such a modification complicates error analysis, GeTeBe may charge for the additional effort involved.
13. Maintenance, Updates, Support and Training
13.1 Maintenance, update, support and training services are only provided if they have been expressly agreed upon.
13.2 The scope, response times, service hours, contact methods, error categories and where applicable, availability are specified in the offer, a support contract or a service level agreement.
13.3 Updates may include bug fixes, technical adjustments or minor functional improvements. New major versions, new modules and significant functional enhancements are only included if this has been agreed upon.
13.4 The Client shall install provided updates within a reasonable period of time, unless GeTeBe has undertaken the installation. If GeTeBe provides support for older versions only for a limited time, this will be announced in a timely manner.
13.5 Support does not include services required as a result of unsuitable system environments, third-party software, unauthorized modifications, lack of cooperation, user errors, or infrastructure problems for which GeTeBe is not responsible. Such services may be billed on a time-and-materials basis.
14. Cloud, Hosting and Operational Services
14.1 To the extent that GeTeBe operates software or databases as cloud or hosting services, the terms of service specified in the offer or Service Level Agreement shall also apply.
14.2 GeTeBe is entitled to perform maintenance work. Scheduled maintenance windows will be announced in a timely manner whenever possible. Short-notice security measures and corrective actions may be taken without prior notice if necessary to protect the systems.
14.3 Availability is only guaranteed if expressly agreed upon. Downtime resulting from agreed-upon maintenance windows, force majeure, disruptions beyond GeTeBe’s control or breaches of duty by the Client shall not be taken into account in the calculation, unless otherwise specified in the Service Level Agreement.
14.4 The Client shall take appropriate protective measures for access credentials and report suspected security incidents immediately.
14.5 Upon termination of the contract, GeTeBe shall make data available in an agreed-upon or industry-standard format, provided this is contractually stipulated. Details regarding the deadline, format, effort involved and deletion shall be governed by the individual contract.
15. Open-Source Software and Third-Party Components
15.1 Software services may contain open-source software or third-party components. The respective license terms shall take precedence with respect to these components.
15.2 GeTeBe shall provide the notices and license texts required by law or under license agreements in an appropriate form.
15.3 The use of a permissible third-party component does not constitute a defect, provided that the agreed-upon functionality and use are not impaired.
16. Rights in Case of Defects
16.1 For services provided under a contract for work and labor, the statutory rights in case of defects apply, unless otherwise agreed below.
16.2 The Client shall describe alleged defects in a comprehensible manner and provide the necessary information, test data, reports and access.
16.3 GeTeBe shall first be given the opportunity to remedy the defect within a reasonable period. GeTeBe may, at its discretion, repair the defect or provide a new performance, provided this is reasonable for the Client.
16.4 If the remedy fails or is unreasonable, the Client is entitled to the statutory rights.
16.5 No claims for defects shall exist to the extent that a deviation is based on incorrect data provided by the Client, a system environment not in accordance with the contract, unauthorized modifications, third-party software, or failure to follow instructions, unless the Client proves that these circumstances were not the cause of the defect.
16.6 For merchants, the statutory obligations to inspect and give notice of defects apply.
17. Data Backup and Data Responsibility
17.1 The Client is responsible for ensuring that its data is backed up in an appropriate, regular and risk-based manner, unless GeTeBe has expressly assumed responsibility for data backup.
17.2 Prior to any installations, updates, migrations or other interventions, the Client shall ensure that a current and recoverable data backup is in place, unless this responsibility has been delegated to GeTeBe.
17.3 If GeTeBe has assumed responsibility for data backup services, the scope, frequency, retention period and recovery objectives shall be governed by the individual contract or Service Level Agreement.
18. Confidentiality and Data Protection
18.1 Both parties shall treat as confidential all information that comes to their knowledge in connection with the Agreement, whether designated as confidential or confidential by its nature and shall use such information solely for the purpose of performing the Agreement.
18.2 This obligation does not apply to information that is demonstrably in the public domain, was already lawfully known to the receiving party, was lawfully disclosed by an authorized third party or was independently developed.
18.3 Disclosures required by law or by regulatory authorities remain permissible. The disclosing party shall be informed in advance to the extent permitted by law.
18.4 Both parties shall impose corresponding obligations on their employees and subcontractors.
18.5 The confidentiality obligation shall remain in effect for five years after the termination of the contract; for trade secrets, it shall remain in effect for as long as the legal requirements for a trade secret are met.
18.6 To the extent that GeTeBe processes personal data on behalf of the other party, the parties shall enter into a data processing agreement prior to the commencement of processing. The roles under data protection law shall be determined by the actual purposes of processing and decisions made.
19. Liability
19.1 GeTeBe shall be liable without limitation for damages caused intentionally or through gross negligence, for damages resulting from injury to life, limb, or health, in the event of fraudulent concealment of a defect, in the event of the assumption of a warranty, and in accordance with mandatory statutory liability provisions.
19.2 In the event of a breach of a material contractual obligation due to slight negligence, GeTeBe shall be liable only for damages typical of the contract and foreseeable at the time the contract was concluded. Material contractual obligations are obligations whose fulfillment is essential for the proper performance of the contract and on whose compliance the Client may reasonably rely.
19.3 In the case described in Section 19.2, liability per claim is limited to twice the net compensation for the individual contract in question, with a minimum of EUR 3,000 and to a total of EUR 6,000 per contract year. The liability limit must be reconciled with the existing business and financial loss liability insurance.
19.4 With respect to data loss, GeTeBe shall be liable under Section 19.2 only to the extent of the typical restoration costs that would have been incurred had proper and regular data backups been performed, provided that GeTeBe has not expressly assumed responsibility for data backup.
19.5 In all other respects, liability for slight negligence is excluded.
19.6 The foregoing limitations of liability apply mutatis mutandis in favor of GeTeBe’s officers, employees, representatives and agents.
20. Term, Ordinary Termination and Termination for Good Cause
20.1 The term and ordinary notice periods are set forth in the individual contract. If a service, care or support contract of indefinite duration does not contain a provision to this effect, it may be terminated in writing with three months’ notice effective at the end of the month.
20.2 The right to terminate for good cause remains unaffected. Good cause exists, in particular, if a party materially breaches a material contractual obligation despite a warning and the setting of a reasonable deadline, or if the continuation of the contract is unreasonable.
20.3 GeTeBe may temporarily suspend services upon prior notice if the client is in default of a not insignificant amount despite the due date and a reminder, or if the client causes significant security risks.
20.4 Upon termination of the contract, services rendered up to the effective date of termination must be compensated. Any further statutory claims remain unaffected.
20.5 For services under a contract for work and materials, statutory termination rights remain in effect. The consequences regarding compensation are governed by law and the respective individual contract.
21. Set-off, Retention of Title and Assignment
21.1 The Client may only set off claims that are undisputed, have been legally established or are ready for adjudication. This does not apply to counterclaims arising from the same contractual relationship.
21.2 The Client is entitled to exercise a right of retention only with respect to claims arising from the same contractual relationship.
21.3 The assignment of claims against GeTeBe requires prior written consent, unless otherwise required by law.
22. Citation as a Reference
22.1 GeTeBe may cite the Client as a reference and use the Client’s trademarks or logos only with the Client’s prior consent.
22.2 A separate reference agreement may be entered into at any time; such an agreement may be revocable or limited in duration.
23. Governing Law, Jurisdiction and Place of Performance
23.1 The laws of the Federal Republic of Germany shall apply exclusively, to the exclusion of the United Nations Convention on Contracts for the International Sale of Goods.
23.2 The exclusive place of jurisdiction for all disputes arising from or in connection with the contractual relationship is GeTeBe’s registered office, provided that the Client is a merchant, a legal entity under public law, or a special fund under public law or does not have a general place of jurisdiction in Germany.
23.3 GeTeBe retains the right to sue the Client at the Client’s general place of jurisdiction.
23.4 The place of performance is GeTeBe’s registered office, unless otherwise agreed in the individual contract.
24. Written Form and Final Provisions
24.1 Legally relevant notices and amendments shall be made in writing for purposes of proof. Email is sufficient unless a more stringent form is required by law.
24.2 Individual agreements take precedence. Verbal individual agreements remain effective to the extent provided for by law.
24.3 Should any provision of these General Terms and Conditions be or become invalid in whole or in part, the validity of the remaining provisions shall remain unaffected. The invalid provision shall be replaced by the applicable statutory provisions.
24.4 Amendments to these General Terms and Conditions shall apply to existing contracts only if they are validly agreed upon.
Internal Specifications Prior to Approval
Align the liability cap in Section 19.3 with insurance coverage and typical project risks.
Establish a binding notice period for open-ended support, maintenance and hosting contracts.
Define a standard licensing model for TASK: fixed-term or perpetual, named user or concurrent user, client- or company-based.
Define support hours, error classes, response times and maintenance windows in a separate SLA.
Specify rules regarding data export, return and deletion for cloud operations.
Check whether source code escrow is offered for individual major customers.
Define the distinctions between general terms and conditions, TASK license terms, the software license agreement and the SLA.
Document internal processes for change requests, acceptance, defect reports and project approvals.
Legal Basis – For Reference Only; Not Part of the General Terms and Conditions
BGB § 305 et seq. – General Terms and Conditions
BGB § 305b – Precedence of Individual Agreements
BGB § 307 – Review of Contract Terms
BGB § 310 – Scope of Application in Commercial Transactions
BGB § 640 – Acceptance
German Civil Code (BGB) §§ 633–637 – Rights in Case of Defects and Subsequent Performance
German Civil Code (BGB) §§ 648, 648a – Termination of a Contract for Work and Services
German Civil Code (BGB) §§ 276, 278 – Liability and Vicarious Agents
German Civil Code (BGB) §§ 286, 288 – Default and Default Interest
German Commercial Code (HGB) § 377 – Duty to Inspect and Give Notice of Defects in Mutual Commercial Transactions, to the extent applicable
GeTeBe – Terms and Conditions – Effective July 24, 2026