General Terms and Conditions of Valprovia GmbH
Version 2.1 — Effective: 18 May 2026 Initial Publication: 25 May 2021
Language Clause: This English version is a non-binding translation of the German original. Only the German version is legally binding. In the event of any discrepancy, the German version shall prevail. The German version is available upon request from Valprovia GmbH.
Part A — General Provisions
§ 1 Scope and Definitions
(1) These General Terms and Conditions (hereinafter “GTC”) apply between Valprovia GmbH, Stuttgart (hereinafter “Valprovia”), and entrepreneurs within the meaning of § 14 of the German Civil Code (BGB) (hereinafter “Customer”) for all deliveries, services, software provisions, consulting services and managed services.
(2) These GTC apply exclusively. Deviating, conflicting or supplementary general terms and conditions of the Customer shall not become part of the contract, unless Valprovia has expressly agreed to their applicability in text form. This shall also apply if Valprovia does not expressly object to the Customer’s terms and conditions, in particular upon acceptance of an order or a commercial letter of confirmation from the Customer, as well as if Valprovia performs services with knowledge of the Customer’s terms and conditions.
(3) Definitions:
| Term | Definition |
|---|---|
| Subscription | Time-limited license to use Valprovia software products |
| Consulting Service | Services provided on a time and materials basis (T&M) |
| Managed Services | Ongoing support services based on a prepaid contingent |
| Person-Day (PD) | 8 working hours |
| Software | Software products developed and provided by Valprovia |
| Self-Hosted | Deployment model where the software operates within the Customer’s Microsoft 365 / Azure tenant |
(4) Order of precedence of contractual documents. In the event of conflicts between the contractual documents, the following order of precedence shall apply (from highest to lowest):
- the Data Processing Agreement pursuant to Art. 28 GDPR;
- the formal offer from Valprovia including its annexes (in particular the service description, SLA tier, individually agreed conditions and other attachments);
- these GTC.
Higher-ranking documents shall prevail over lower-ranking documents only to the extent that a concrete conflict exists; otherwise the provisions of the lower-ranking documents shall remain unaffected.
§ 2 Conclusion of Contract and Order Placement
(1) All orders, signed offers and contractual order documents shall be directed to: bestellung@valprovia.com. Orders sent to other addresses or individual employees shall only be deemed formally received once forwarded to the aforementioned address.
(2) Offers prepared by Valprovia are valid for the period stated in the formal offer. After expiry, Valprovia reserves the right to adjust prices and conditions in accordance with the then-current list terms.
(3) For general inquiries — including contractual, commercial, administrative and billing matters — the following address is available: verwaltung@valprovia.com. Operational support requests follow the channel defined in § 18.
§ 3 Remuneration and Payment Terms
(1) Consulting services are provided on a time and materials (T&M) basis at Valprovia’s applicable listed daily rate. One person-day (PD) equals 8 hours. Additional hours are charged proportionally. One PD at the Customer’s project site is charged at the full daily rate, regardless of the actual time spent on-site.
(2) Subscription products are charged based on the price list valid at the beginning of the respective subscription term. Subscription prices are fixed for the duration of the agreed contract term.
(3) All prices are in EUR, net, plus statutory value-added tax at the rate applicable at the time of invoicing.
(4) Invoices are due upon receipt. Payment shall be made within fourteen (14) calendar days from receipt of the invoice, net and without deduction. Upon expiry of this period, the Customer shall be in default without further reminder. Default interest shall be calculated at the statutory rate pursuant to § 288 para. 2 BGB.
(5) Consulting services are invoiced monthly in arrears based on the person-days actually rendered in the previous month; the time recording shall be attached to the invoice as a breakdown pursuant to § 7. Subscription services are invoiced annually in advance.
(6) If infrastructure hosting (e.g. Microsoft Azure) is required for the operation of a Valprovia product, the Customer shall contract directly with the hosting provider and pay them directly, unless expressly agreed otherwise.
§ 4 Effort Estimates and Change Requests
(1) If Valprovia provides an effort estimate in person-days (PD) for a scope of services, this constitutes a non-binding best-effort assessment based on the information available at the time of the estimate. The estimate shall not constitute a guaranteed upper limit or a fixed-price agreement. Person-days actually rendered shall be invoiced on a time and materials basis pursuant to § 3. Deviations from the estimated effort — including significant ones — shall not entitle the Customer to refuse remuneration for services actually rendered.
(2) Valprovia shall monitor the consumption of the estimated person-days and shall inform the Customer in text form:
- Early warning at 80 %: As soon as eighty percent (80 %) of the estimated person-days have been consumed, Valprovia shall inform the Customer of the consumption to date and provide an updated estimate of the anticipated remaining effort. At the request of either party, the further course of the project, in particular scope and budget, shall be discussed jointly.
- Notification at 100 %: As soon as one hundred percent (100 %) of the estimated person-days have been consumed, Valprovia shall inform the Customer thereof again in text form. The continuation of service performance beyond the estimated person-days requires the Customer’s express consent in text form. Without such consent, Valprovia shall cease performance upon reaching the estimated person-days.
(3) Consent to continuation under paragraph 2 may be granted informally as a change request in text form recording the adjusted scope of services, the anticipated additional effort and, where applicable, modified conditions. In time-critical situations, in particular incidents with significant impairment of the Customer’s business operations, an oral consent or consent by email from a contact person designated by the Customer pursuant to § 8 shall initially suffice; confirmation in text form shall be submitted within five (5) business days.
§ 5 Discounts and Special Conditions
Discounts shown in the formal offer apply exclusively to the engagement specified in the respective offer. The temporal and material scope of the discount — in particular whether and for how long it continues to apply upon contract renewal, follow-up engagements, scope extensions or change requests — is derived from the formal offer. Unless otherwise provided in the offer, the then-current list prices shall apply to follow-up engagements, scope extensions and change requests.
§ 6 Project Locations and Travel Expenses
(1) Project work is performed at Valprovia’s premises or remotely. On-site work at the Customer’s location is not included in the standard delivery model. Upon Customer request or by mutual agreement, certain project activities (e.g. workshops, training) may be performed on-site. On-site appointments require prior coordination between Valprovia and the Customer.
(2) For on-site appointments within Germany, Valprovia charges a flat travel cost rate of € 150.00 plus VAT per consultant per on-site day. This flat rate covers all travel costs (outbound and return travel, meals, local transportation) as well as one overnight stay in a mid-range hotel.
(3) For on-site appointments outside Germany as well as for on-site appointments within Germany with more than one overnight stay, the actual travel costs shall be reimbursed against receipts. Such travel requires the Customer’s prior consent in text form. The following travel standards apply:
- Train travel: 2nd class; for travel times over 4 hours, 1st class.
- Car use: € 0.30 per kilometer driven.
- Flights within Europe up to 3 hours of flight time: economy class; beyond this and for intercontinental flights: business class.
- Accommodation: mid-range hotels (3- to 4-star standard), up to a maximum of € 200.00 per night in Germany and € 250.00 per night abroad; deviations require Customer consent.
- Meals: flat daily rates according to tax law rates (§ 9 EStG).
(4) Travel time shall be billed at 50 % of the agreed daily rate. Travel costs shall be invoiced separately and monthly in arrears against documentation of receipts.
§ 7 Time Recording and Invoicing
Consulting services rendered shall be recorded on a time basis. Valprovia shall attach to the monthly invoice a breakdown of the person-days rendered, showing date, activity description and time spent. Objections to the services shown must be raised by the Customer in text form, with substantiation, within fourteen (14) calendar days of receipt of the invoice. To the extent no timely objection is raised, the services shown shall be deemed properly rendered; existing warranty rights and damage claims remain unaffected.
§ 8 Customer’s Obligations to Cooperate
(1) The Customer shall support Valprovia to a reasonable extent in the performance of services at its own expense. The obligations to cooperate constitute genuine contractual obligations.
(2) The Customer shall in particular:
- designate a contact person with the required decision-making authority in text form;
- set up and maintain the technical infrastructure (Microsoft Teams, Azure, Entra ID, servers, platforms) during the contract term;
- provide Valprovia with remote access (VPN or remote desktop) at its own expense;
- report defects immediately upon discovery, providing relevant information (affected users, system and hardware environment, error description);
- perform a data backup before installing any new program components;
- install new program components (updates, patches) first on a test environment and only transfer them to the production system after a successful test phase.
(3) As long as cooperation obligations are not fulfilled in accordance with the contract, Valprovia is released from the relevant performance obligation and compliance with agreed recovery times to the extent that Valprovia depends on the respective cooperation. Additional effort arising from non-compliant cooperation may be charged separately.
§ 9 Confidentiality
(1) The contracting parties undertake to use all confidential information obtained in the course of the contractual relationship, in particular trade and business secrets of the other party, solely for the performance of the contract and to treat it as confidential without time limitation. Both parties shall also oblige their employees to maintain confidentiality.
(2) “Confidential Information” means all information that one contracting party communicates or makes available to the other in connection with this contract, whether in written, oral, visual or electronic form, and which is marked as “confidential” or whose confidential nature is evident from the circumstances.
(3) Information shall not be considered confidential if it (a) was lawfully acquired from third parties without confidentiality obligations, (b) was independently developed without recourse to confidential information, or (c) has become publicly known without fault of a contracting party.
(4) In the case of mandatory legal or regulatory disclosure obligations, the confidentiality obligation shall not apply to the extent that disclosure is absolutely necessary. The disclosing party shall inform the other party in text form without delay prior to disclosure.
(5) The confidentiality obligation shall continue for a period of five (5) years after termination of the contract.
§ 10 Data Protection
(1) The contracting parties shall comply with the applicable data protection regulations, in particular the General Data Protection Regulation (GDPR) and the German Federal Data Protection Act (BDSG).
(2) If Valprovia processes personal data on behalf of the Customer, the contracting parties shall conclude a data processing agreement in accordance with Art. 28 GDPR. The order of precedence of the contractual documents shall be governed by § 1 para. 4.
(3) Valprovia maintains a standard Data Processing Agreement (DPA) together with documentation of the technical and organizational measures (TOMs); these shall be made available to the Customer upon request. Engaged sub-processors are listed in the DPA.
(4) Valprovia shall collect and use Customer-related data only to the extent required for the performance of the contract. The Customer consents to the collection and use of such data to this extent.
§ 11 Reference Rights
(1) Upon successful completion of the engagement, the Customer grants Valprovia the right to cite the services rendered and the engagement as a reference for advertising purposes — vis-à-vis third parties, in the media or in other public communications. This permission is revocable by the Customer at any time.
(2) Publications that go beyond mere mention (such as case studies, testimonials, joint press releases) shall only be made with the Customer’s express written consent.
(3) The Customer’s logo may be displayed on Valprovia’s website and in reference materials within the scope of the reference permission, subject to the Customer’s right of revocation.
§ 11a Feedback and Suggestions
(1) Suggestions, improvement proposals, feature requests, bug reports and other input from the Customer relating to Valprovia’s products, consulting services, methodologies, templates and workshop materials (collectively “Feedback”) may be freely used by Valprovia for the further development of its products and services as well as for the improvement of its methods and materials. The Customer is not entitled to require implementation of the Feedback or to be named.
(2) To the extent that the Feedback is protected by copyright or otherwise protectable, the Customer hereby grants Valprovia a non-exclusive, irrevocable, worldwide, royalty-free and transferable right of use, without limitation in time or subject matter. The right of use includes, in particular, the modification, reproduction, distribution, public communication and integration of the Feedback into Valprovia’s products, consulting methodologies and other services. The Customer warrants that the Feedback is free from third-party rights and that no confidentiality or other obligations preclude its transfer to Valprovia.
(3) Confidential information of the Customer within the meaning of § 9 does not constitute Feedback and remains subject to the confidentiality obligations of § 9. To the extent that the Customer provides Feedback that contains confidential information, Valprovia shall remove or anonymize such confidential information before using the Feedback.
§ 12 Non-Solicitation
(1) The Customer and Valprovia mutually undertake, during the term of the engagement and for a further twelve (12) months after its termination, not to actively solicit or hire employees or permanent freelance staff of the other party with whom they had direct contact in the course of contract performance — neither directly nor through third parties. Active solicitation does not exist if the employee approaches the other party on their own initiative or applies to a publicly accessible job posting that is not specifically directed at the other party’s employees.
(2) In case of a culpable breach of paragraph 1, the breaching party shall be obliged to pay the other party a contractual penalty. The penalty shall amount to 30 % of the gross annual salary agreed in the first year of employment between the breaching party and the solicited employee. The right to claim further damages remains unaffected; the contractual penalty shall be credited against such further damages.
Part B — Subscription Products
§ 13 Subject Matter of Subscription
(1) Valprovia leases to the Customer, for the term of the contract, the software product specified in the formal offer in the version current at the time of contract conclusion. The functional scope of the respective product is derived from the corresponding service description.
(2) The software is generally provided as a self-hosted solution for installation in the Customer’s Microsoft 365 / Azure tenant, unless a different deployment model is agreed in the formal offer. In the case of self-hosted deployment, Valprovia is not responsible for the availability of the Customer’s infrastructure.
(3) Documentation is provided in the form of a user manual exclusively for retrieval via the internet.
(4) Valprovia shall deliver the standard components of the software as well as any necessary customization services. The scope of support and managed services is derived from the formal offer and is governed by the provisions of Part C of these GTC.
§ 14 Term and Termination
(1) The standard subscription term is three (3) years, commencing on the date stated in the formal offer. Shorter terms are available upon request:
| Contract Term | License Prices | Price Stability |
|---|---|---|
| 3 years (Standard) | List price (standard tariff) | Fixed for entire term |
| 2 years | +5 % compared to the standard tariff | Fixed for entire term |
| 1 year | +10 % compared to the standard tariff | Annually renewable |
Ordinary termination of the subscription agreement during the agreed contract term is excluded. The right to extraordinary termination for good cause pursuant to paragraph 3 remains unaffected.
(2) The subscription agreement may be terminated in text form with three (3) months’ notice to the end of the agreed contract term. If not terminated in due time, the subscription shall automatically renew for one additional year at a time. Valprovia is entitled to adjust the subscription prices for the renewal period. The decisive factor for the amount of the adjustment shall be the change in the Consumer Price Index for Germany (VPI) published by the Federal Statistical Office compared to the level at the time of the last price adjustment or — in the case of the first adjustment — compared to the level at the time of contract conclusion. A price adjustment may not exceed seven percent (7 %) compared to the prices applicable in the preceding contract year. If Valprovia has not made a price adjustment in the past three contract years, the price adjustment may exceptionally amount to the cumulative change in the VPI since the last adjustment, but no more than twenty percent (20 %) compared to the prices applicable in the preceding contract year. Valprovia shall inform the Customer in text form of the prices applicable for the renewal period no later than four (4) months before expiry of the contract term and shall transparently disclose the basis of calculation. If the communicated prices deviate from the previous prices, the Customer shall be entitled to terminate the contract in text form to the end of the current contract term within four (4) weeks of receipt of the notification.
(3) The right to extraordinary termination for good cause pursuant to § 314 BGB remains unaffected. Good cause exists in particular if:
- the response or recovery time of Class 1 (Severe) pursuant to § 18 is not met in three consecutive months and Valprovia, despite the Customer’s prior warning in text form and a reasonable cure period of at least four (4) weeks, has not restored SLA compliance;
- a contracting party repeatedly fails to pay due remuneration;
- a contracting party files an application to open insolvency proceedings.
(4) If the Customer effectively terminates for good cause attributable to Valprovia (paragraph 3), Valprovia shall refund pro rata fees already paid but not yet consumed through performance.
§ 15 Software Usage Rights
(1) Valprovia grants the Customer a simple, non-transferable right to use the provided software in object code for the contractually intended purpose for the duration of the contract.
(2) The Customer is entitled to reproduce the program and documentation if and to the extent this is necessary for the intended use or for data backup purposes. Other reproductions are not permitted.
(3) The Customer may not make any modifications to the program unless such modifications are necessary for the removal of a defect and Valprovia is in default of defect removal, or are otherwise permissible under § 69e of the German Copyright Act (UrhG).
(4) Markings on the software, in particular copyright notices, trademarks and serial numbers, may not be removed, altered or rendered unrecognizable.
(5) The Customer is not entitled to make the software available to third parties without Valprovia’s permission, in particular to sell or rent it. Dependent use by the Customer’s employees within the scope of intended use is permitted.
(6) To the extent that third-party software products are integrated into the software or open source software is included, the usage rights shall be determined by the license terms of the respective manufacturer or the respective open source license. Valprovia shall inform the Customer of the applicable license terms.
(7) Disclosure of the source code is not owed.
(8) The granting of rights is subject to full payment.
§ 16 Return upon Contract Termination
(1) Upon termination of the contractual relationship, the Customer is obliged to delete or destroy the software package as well as the manuals and documentation provided to it, to the extent these have been handed over in the context of a self-hosted deployment.
(2) As the software operates within the Customer’s tenant, all Customer data remains in the possession and under the control of the Customer. Valprovia does not store any Customer data outside the Customer’s tenant. Configuration data of the software may be exported by the Customer prior to contract termination.
(3) Any use of the software after termination of the contractual relationship is not permitted.
Part C — Support and Managed Services
§ 17 Valprovia Support
(1) Valprovia Support is included with every subscription to Valprovia products. The support team can be reached by email at helpdesk@valprovia.com.
(2) Support includes:
- Correction of software defects caused by Valprovia;
- Provision of updated software packages after defect correction;
- Access to the latest versions of Valprovia software;
- General user guidance and information about the program;
- In case of program changes: instruction of Customer personnel at no additional charge.
(3) If updates or changes by third-party platforms or services (e.g. Microsoft 365, Azure, Dynamics 365) cause malfunctions in the software, Valprovia shall correct these and provide an updated software package. Customer-side communication and installation shall, to the extent the Customer has booked Managed Services pursuant to § 21, be charged against the respective contingent; otherwise, billing shall be on a time and materials basis pursuant to § 3.
§ 18 Service Level Agreement (SLA)
(1) Valprovia’s standard service hours are Monday to Friday from 9:00 to 17:00 (CET/CEST), excluding public holidays at Valprovia’s registered office. Extended service hours may be agreed in the formal offer.
(2) Unless a different SLA tier is agreed in the formal offer, the following standard response and recovery times apply:
| Incident Class | Description | Response Time | Recovery Time |
|---|---|---|---|
| Class 1 — Severe | All or essential functionalities unavailable; no workaround. | 4 hours | 5 business days |
| Class 2 — Significant | Essential functionalities significantly impaired; no workaround. | 8 hours | 10 business days |
| Class 3 — Minor | Program errors without significant impact on the end user. | 16 hours | 20 business days |
(3) The recovery time begins upon receipt of a proper defect report and is measured only within service hours. A defect report is proper if the Customer has sufficiently fulfilled its cooperation obligations under § 8 regarding the description of the defect.
(4) Measurement of recovery time:
- The clock is suspended as soon as Valprovia notifies the Customer of the defect correction in text form. In this notification, Valprovia shall expressly and prominently inform the Customer of the following period and the allocation of the burden of proof associated with its expiry.
- If the Customer confirms the correction, the recovery time ends at the time of Valprovia’s notification.
- If the Customer declares in text form within fourteen (14) days of receipt of the notification, with substantiation, that the defect has not been remedied, the recovery time continues from receipt of this declaration.
- If neither a confirmation nor a substantiated declaration is received from the Customer within fourteen (14) days, the recovery time shall end upon expiry of this period. If the Customer subsequently asserts that the defect was not remedied at the time of the notification, the Customer shall bear the burden of presentation and proof in this regard in the event of dispute. Any other warranty rights and damage claims of the Customer remain unaffected.
(5) If Valprovia cannot remedy a defect within the recovery time, Valprovia shall inform the Customer without delay, stating the reasons and the estimated time required for defect remediation. Valprovia shall use its best efforts to provide the Customer with a workaround, to the extent technically feasible and economically reasonable. The obligation for permanent defect remediation remains unaffected. The obligation to provide a workaround shall end with the permanent defect remediation, but no later than six (6) months after provision of the workaround; thereafter the parties shall be entitled to agree on a mutual solution.
(6) Shorter response and recovery times as well as extended service hours may be agreed under a premium or enterprise SLA tier for an additional charge. The respective conditions are derived from the formal offer.
§ 19 Defect Definition and Exclusions
(1) A defect in the software exists if (a) the software, when used in accordance with the contract, does not provide the functionalities specified in the service description, or (b) it is not suitable for the contractually intended use, or (c) it is not suitable for ordinary use and does not have the quality customary for software of the same type.
(2) A defect does not exist in particular if:
- the impairment only insignificantly affects use;
- a malfunction was caused by improper handling of the program;
- the cause does not lie in the software but is caused by circumstances outside Valprovia’s sphere (e.g. system crash, changes or disruptions of third-party platforms and services such as Microsoft 365, Azure, Dynamics 365 or Entra ID, Customer configuration errors).
(3) If a defect reported by the Customer does not exist, Valprovia shall be entitled to charge the resulting effort separately if the Customer is responsible for the erroneous defect report.
§ 20 Updates and Further Development
(1) Valprovia shall make available to the Customer all released updates, upgrades, releases and versions of the software. The classification is at Valprovia’s reasonable discretion.
(2) Valprovia is entitled to continuously develop its software products and to modify, supplement, replace or discontinue individual functionalities. This serves in particular to adapt to technological developments, to changes of the underlying third-party platforms and services (e.g. Microsoft 365, Azure, Dynamics 365), and to optimize the functional scope based on usage analyses and Customer feedback. The decisive factor is that the contractually owed functional scope of the respective product is preserved in its essential characteristics.
(3) Valprovia shall inform the Customer in text form at least three (3) months before significant changes that could noticeably impair the contractually intended purpose of use take effect. To the extent Valprovia provides an alternative function or migration path, an impairment of the intended purpose of use shall generally not be deemed to exist.
(4) The Customer shall be entitled to terminate the contract in text form extraordinarily at the time of effectiveness of a significant functional restriction, provided the restriction sustainably and significantly impairs the contractually intended purpose of use and Valprovia does not offer a reasonable alternative. The termination shall be declared within four (4) weeks of receipt of the notification under paragraph 3; otherwise the extraordinary right of termination shall lapse.
(5) Suggestions from the Customer for further development shall be handled in accordance with § 11a.
(6) Program components are delivered in object code as downloads via the internet.
(7) Software packages may be installed in two ways:
- Self-installation: Valprovia provides installation documentation and the software package. The Customer’s IT team performs the installation independently.
- Installation by Valprovia: Valprovia’s consultants perform the installation in the Customer’s environment. This activity is debited from the managed services contingent (§ 21).
§ 21 Managed Services
(1) Valprovia Managed Services extend standard support with individual services based on an annually agreed prepaid consulting contingent.
(2) The following annual rules apply:
- Flexible monthly usage: The monthly value is a guideline. Hours may be flexibly distributed within the annual contingent.
- Q4 flexibility: During the last three months, remaining hours may also be used for adjacent topics related to the underlying third-party platforms and services (e.g. Microsoft 365, Azure, Dynamics 365).
- No carry-over: Unused hours are not carried over to the next annual period.
- Top-up packages: Additional hours may be purchased in 24-hour packages.
(3) Managed services include: installation of solution packages, implementation of product updates, troubleshooting of Customer-side issues, consulting and Customer communication, Microsoft- and update-related defect correction (Customer-side communication and installation).
(4) Not included in managed services: new development, migration projects, third-party system integrations, training and certification programs. These are offered as separate consulting engagements pursuant to § 3.
(5) Response times for managed service requests follow the SLAs pursuant to § 18.
Part D — Consulting Services
§ 22 Consulting Services
(1) Consulting services are provided on a time and materials basis in accordance with the agreed scope of services. If deliverables are defined in the formal offer, acceptance shall be carried out according to the rules specified therein.
(2) Project start is typically planned 2 to 4 weeks after order receipt, depending on consultant availability and onboarding requirements. Valprovia shall make reasonable efforts to start earlier if consultant availability permits.
(3) Valprovia is entitled to engage subcontractors to fulfill its contractual obligations.
§ 22a Proof of Concept (PoC)
(1) A Proof of Concept (PoC) is a time-limited and scope-limited pilot deployment of the Software in the Customer’s environment, accompanied by Valprovia, combined with consulting services for the purpose of evaluating the Software for its intended use. PoCs are conducted exclusively on the basis of a formal offer that specifies, in particular, the objectives, scope, time frame, estimated consulting effort and the billing modalities pursuant to paragraph 4.
(2) The standard duration of a PoC is three (3) weeks from the provisioning of the PoC environment. An extension is available upon request; the total duration of a PoC should not exceed two (2) months. Deviating durations may be agreed in the formal offer.
(3) During the PoC phase, the following shall apply:
- The Software is provided for evaluation in its then-current functional state; there is no entitlement to specific functionalities.
- Service Level Agreements pursuant to § 18 do not apply to PoC operation; Valprovia shall use reasonable efforts to provide timely assistance within the scope of the agreed consulting service.
- The Software may not be used productively during the PoC. Any processing of personal data in the PoC environment is carried out under the Customer’s sole responsibility; § 10 shall apply accordingly.
- The Customer’s cooperation obligations pursuant to § 8 apply without limitation. If required cooperation is not provided, Valprovia may pause or terminate the PoC.
(4) Billing of PoC consulting services:
- Standard rule (success-conditional billing): Unless otherwise agreed in the formal offer, consulting services performed during the PoC shall be invoiced only in the event of a subsequent order for the Software by the Customer. If the Customer does not place an order, Valprovia waives remuneration for the PoC consulting services.
- Partial billing for intensive PoCs: For PoCs with increased consulting effort, the formal offer may deviate by stipulating that, in the event of a non-order, a partial amount of the consulting services performed shall be invoiced. The amount of the partial billing must be expressly set out in the formal offer.
- Travel expenses pursuant to § 6 shall be reimbursed in both cases independently of the order outcome, unless otherwise agreed in the formal offer.
(5) An order is deemed to have been placed if the Customer submits a binding order document for the Software tested during the PoC to bestellung@valprovia.com within thirty (30) calendar days after the conclusion of the PoC, or complies with a deviating order deadline agreed in the formal offer. After expiry of the deadline, the PoC phase is deemed concluded without an order; subsequent orders shall be made on the terms then in effect.
(6) Warranty and liability during the PoC phase: Liability for material and legal defects pursuant to § 23 is excluded for the Software provided during the PoC, to the extent permitted by law. Otherwise, Valprovia shall be liable during the PoC phase only in accordance with § 24 para. 1 (intent, gross negligence, injury to life, body or health, the Product Liability Act, assumed guarantees). § 24 para. 2 to 10 remain unaffected.
(7) After the conclusion of the PoC without an order, the Customer is obliged to remove the Software provided as part of the PoC from its environment. § 16 shall apply accordingly.
Part E — Warranty and Liability
§ 23 Material and Legal Defects
(1) Valprovia warrants that the services are free from material and/or legal defects. The defect definition is governed by § 19.
(2) Defect remediation is performed remotely. On-site defect remediation is available for separate remuneration. The manner of defect remediation is at Valprovia’s reasonable discretion.
(3) If it is established by final judgment that Valprovia’s services infringe third-party rights, Valprovia shall, at its choice, either procure the necessary usage right or modify the services so that they no longer infringe the rights while still conforming to the contractual agreements. Valprovia shall indemnify the Customer against third-party claims, provided that Valprovia acted culpably and the Customer promptly informs Valprovia, leaves the legal defense to Valprovia and supports it to a reasonable extent. The indemnification obligation shall be limited in amount to twice the annual fee owed by the Customer in the affected contract year. The indemnification obligation shall not apply to the extent the infringement is based on a modification initiated by the Customer, a combination of the software with Customer-side software, or use contrary to the contract.
(4) If defect remediation is not achieved within the agreed recovery time, the Customer shall be entitled to set Valprovia a grace period of at least four (4) weeks for defect remediation in text form. Only after the unsuccessful expiry of this grace period shall the Customer be entitled to reasonably reduce the remuneration. Termination for material defects shall additionally require that (a) the defect significantly and sustainably impairs the contractually intended use of the software and (b) Valprovia, even after a second grace period of at least four (4) weeks set by the Customer in text form, fails to offer either effective defect remediation or a reasonable workaround. The no-fault termination for initial defects (§ 536a para. 1, first alternative BGB) is excluded; otherwise, the right to extraordinary termination for good cause pursuant to § 14 paragraph 3 and pursuant to §§ 314, 543 BGB remains unaffected.
(5) The warranty for material and legal defects expires if the Customer or third parties make changes to the software to which Valprovia has not previously expressly consented — unless the Customer demonstrates that the defect is not attributable to the changes.
(6) Claims of the Customer based on material and legal defects shall become time-barred within two (2) years from the statutory commencement of the limitation period. For damage claims, the limitation rules of § 24 apply. In any case, claims remain unaffected for
- injury to life, body or health,
- intentional or grossly negligent breach of duty,
- fraudulently concealed defects, and
- claims under the Product Liability Act;
statutory limitation periods apply to these claims.
§ 24 Liability and Limitation of Liability
(1) Valprovia shall be liable without limitation:
- in cases of intent and gross negligence, including that of its legal representatives and vicarious agents;
- for damages arising from injury to life, body or health;
- within the scope of mandatory liability under the Product Liability Act;
- in case of assumption of a guarantee, to the extent the defect covered by the guarantee triggers liability.
(2) In cases of slightly negligent breach of material contractual obligations (cardinal obligations), Valprovia’s liability shall be limited to the foreseeable, contract-typical damage. Material contractual obligations are those obligations whose fulfillment is essential for the proper performance of the contract and on whose compliance the Customer may rely.
(3) For other damages caused by slight negligence, liability shall be limited to the foreseeable, contract-typical damage. The maximum amount shall be:
- for subscription agreements: the annual fee owed in the respective contract year per incident;
- for consulting engagements: the net order value of the respective engagement per incident.
(4) Valprovia’s total liability — with the exception of the cases under paragraph 1 and the indemnification obligation under § 23 para. 3 — shall be limited per contract year to one and a half times the annual fee owed by the Customer in the respective contract year or the net order value of the respective consulting engagement.
(5) In case of data loss or data destruction, Valprovia shall only be liable to the extent the Customer has ensured through state-of-the-art backup procedures that the data can be restored within reasonable effort. Liability shall be limited in amount to the damage that would have occurred even with proper data backup by the Customer.
(6) Valprovia’s no-fault liability under § 536a para. 1, first alternative BGB for defects already existing at the time of contract conclusion is excluded.
(7) An exclusion or limitation of Valprovia’s liability shall also apply in favor of its legal representatives and vicarious agents.
(8) Damage claims of the Customer against Valprovia that are not subject to the warranty for defects under § 23 shall become time-barred within two (2) years from the statutory commencement of the limitation period under § 199 para. 1 BGB. This limitation shall not apply to claims
- based on intent or gross negligence,
- arising from the breach of material contractual obligations (cardinal obligations),
- for injury to life, body or health,
- under the Product Liability Act,
- arising from a guarantee assumed by Valprovia, and
- for fraudulently concealed defects;
statutory limitation periods apply to these claims.
(9) The above provisions shall apply mutatis mutandis to Valprovia’s liability with regard to reimbursement of futile expenditures. Liability under the Product Liability Act remains unaffected.
(10) None of the above clauses is intended to change the statutory or judicial distribution of the burden of proof.
§ 25 Data Backup
(1) Unless otherwise agreed, the Customer is responsible for regular backup of its data in its IT systems in accordance with the state of the art. This is an express contractual obligation of the Customer.
(2) In particular, the Customer is obliged to back up its data before any performance by Valprovia on its systems.
(3) Valprovia does not verify the functionality of the data backup or the completeness of the data upon completion of work on the Customer’s IT systems.
Part F — Final Provisions
§ 26 Force Majeure
(1) Neither contracting party shall be liable for delays or failures in performance caused by circumstances beyond its reasonable control (force majeure). This includes in particular natural disasters, war, terrorism, epidemics, pandemics, governmental orders, strikes, telecommunications network failures, and outages or disruptions of third-party cloud platforms (e.g. Microsoft Azure, Microsoft 365, Entra ID).
(2) The affected party shall inform the other party without delay of the occurrence and expected duration of the force majeure event and shall make all reasonable efforts to minimize its effects.
(3) If a force majeure event lasts longer than three (3) months, either party shall be entitled to terminate the affected contract with 30 days’ notice in text form.
§ 27 Set-Off and Retention
(1) Set-off against claims other than undisputed or legally established claims is excluded.
(2) The exercise of a right of retention that is not based on a right from this contractual relationship is excluded.
§ 28 Formal Requirements
Amendments and supplements to this contract as well as all warranties and guarantees require text form for their validity. This also applies to any amendment of this form clause.
§ 29 Applicable Law
These GTC and any engagement based thereon shall be governed by the laws of the Federal Republic of Germany, excluding the UN Convention on Contracts for the International Sale of Goods (CISG).
§ 30 Place of Jurisdiction and Place of Performance
(1) The exclusive place of jurisdiction for all disputes arising from or in connection with these GTC is Stuttgart, Germany, provided the Customer is a merchant, a legal entity under public law or a special fund under public law. Valprovia is, however, also entitled to bring actions at the Customer’s general place of jurisdiction.
(2) The place of performance, unless otherwise agreed, is Valprovia’s registered office.
§ 31 Severability Clause
Should individual provisions of these GTC be or become invalid, the validity of the remaining provisions shall not be affected. The parties undertake to replace the invalid provision with a valid provision that most closely approximates the economic purpose of the original provision. The same applies to any gaps.
§ 32 Contact and Company Information
Valprovia GmbH Möhringer Landstraße 5 70563 Stuttgart, Germany
Managing Directors: Arthur Neufeld, Cagdas Davulcu Commercial Register: Stuttgart, HRB 779264 VAT ID: DE344773273
Email Contacts:
| Purpose | Address |
|---|---|
| Orders | bestellung@valprovia.com |
| General Inquiries | verwaltung@valprovia.com |
| Support | helpdesk@valprovia.com |
Valprovia GmbH — General Terms and Conditions — Version 2.1 — Effective: 18 May 2026