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General Terms & Conditions (GTC)

 

1. Scope

1.1. These General Terms and Conditions apply to all contracts between GauVendi GmbH, Feuerwehrstraße 10, 60435 Frankfurt (hereinafter referred to as “GauVendi”) and the customer.
1.2. Customers can only be businesses within the meaning of § 14 BGB. This refers to a natural or legal person or a partnership with legal capacity that acts in exercise of its commercial or self-employed professional activity when concluding a legal transaction.
1.3. Only these General Terms and Conditions shall apply. Contradictory or supplementary terms and conditions of the customer shall not apply.
1.4. GauVendi is entitled to amend these conditions, provided the changes are reasonable for the customer. GauVendi will inform the customer in good time by email about the intended changes and point out the right of objection and the legal consequences of the expiration of the objection period. If the customer does not object in writing or in text form within 4 weeks after receipt of the notice, the changes to the GTC shall be deemed accepted.

 

2. Description of Services / Scope of Services

2.1. The subject of the contract is the use of the software offered via remote access over the internet (“Software-as-a-Service”) and the possibility for the customer to store data on servers operated on behalf of GauVendi (“Hosting”). Internet access for the customer is not part of the contract and is the customer's responsibility. Individual extensions and adjustments to the functionality of the software must be agreed separately and are not part of the service scope.
2.2. The quality and performance of the software depend largely on the quality of the input data, which is solely the customer's responsibility, as they provide the data and integration for the GauVendi Feature-Categories™.
2.3. GauVendi is entitled to offer new services or expand the functionality of existing services during the term of the contract. These conditions also apply to extensions. If GauVendi changes the features of services booked by the customer, it is entitled to adjust prices reasonably at the beginning of the next term, provided that GauVendi informs the customer at least 30 days in advance and explains the reasons for the adjustment.
2.4. The SaaS system is generally accessible 24/7. This does not apply in cases of access limitations due to non-functioning software/hardware or during maintenance.
2.5. GauVendi may use subcontractors to provide the service.
2.6. The original data remains the property of the customer. Data sets created by GauVendi will be made available to the customer in a common format (e.g., CSV) upon request.

 

3. Accessibility and Shared Responsibility

3.1. GauVendi provides the customer with a supportive third-party technical solution within the Internet Sales Engine (ISE), developed in line with WCAG guidelines and current technology. The goal is to support compliance with EU Directive 2019/882 (European Accessibility Act) and national implementations like Germany’s BFSG. GauVendi carries out the initial integration.
3.2. The customer remains responsible for legal and practical compliance with digital accessibility, including:

  • ongoing content maintenance via the extranet,

  • ensuring accessibility of all offers within the ISE,

  • and proper use of the provided solution.  

3.3. GauVendi explicitly states that the support solution does not constitute legal advice or guarantee full or permanent legal compliance. The customer is solely responsible for evaluating whether a website complies with legal accessibility standards.

3.4. The customer may waive the use of the support solution, in which case full responsibility for accessibility compliance lies with the customer.
3.5. GauVendi is not liable for:

  • any violations of the BFSG or similar regulations beyond its technical responsibility,

  • incorrect or omitted use of the support solution,

  • legal changes requiring system updates,

  • or use of unauthorized or modified components.
    If the support solution is properly activated, GauVendi assumes no guarantee for full compliance. The customer indemnifies GauVendi against third-party claims or governmental actions resulting from customer behavior, especially related to content or non-use of the support features.

 

4. Essential Cookies and Data Protection Responsibility

4.1. GauVendi provides a third-party technical solution within the ISE for the compliant management of essential cookies and similar technologies, supporting the GDPR and TTDSG.
4.2. The solution is provided by default and can be configured via the extranet. The customer may disable or remove it. If disabled, full responsibility for compliant cookie management lies with the customer.
4.3. GauVendi is not liable for:

  • GDPR/TTDSG violations from inadequate cookie management outside its scope,

  • use of unauthorized or altered technical components,

  • or deactivation of the solution by the customer.
    4.4. In these cases, the customer indemnifies GauVendi from third-party claims or regulatory actions arising from non-compliant cookie handling, as GauVendi has no control over the technical implementation.

 

5. Payment Terms

5.1. The fees for the services are specified in the contract. The onboarding fee is due at contract signing; subscription fees are due from the Go-Live date unless mutually rescheduled.
5.2. Subscriptions are payable monthly or annually in advance and automatically renew for the stated term unless terminated per §6.3. No refunds for unused time.
5.3. If the customer is in arrears for two consecutive payments, GauVendi may suspend access and services. GauVendi may claim damages for incurred costs. Access to stored data remains available upon request.

 

6. Term and Termination

6.1. The minimum contract term is 12 months unless otherwise stated.
6.2. The term begins at Go-Live unless otherwise agreed.
6.3. The contract can be terminated with 60 days’ notice before the end date; otherwise, it renews automatically for 12 months.
6.4. Termination must be in writing or in electronic form.
6.5. Either party may terminate for cause if obligations are breached for more than 60 business days after written notice.

 

7. Liability

7.1. GauVendi is liable for intent, gross negligence, injury to life, body or health, and to the extent of any guarantee provided.
7.2. For slight negligence, liability is limited to breaches of essential contractual duties (cardinal obligations), and limited to foreseeable and typical damages.
7.3. No further liability exists.
7.4. These limitations also apply to employees, representatives, and organs of GauVendi.

 

8. Usage Rights and Intellectual Property

8.1. The GauVendi sales system software and its content are legally protected. All rights remain with GauVendi or, where applicable, its licensors.
8.2. The customer receives a non-exclusive, non-transferable, non-sublicensable right to use the software as specified, only via GauVendi interfaces.
8.3. Use beyond the contract is not permitted. Customers may not allow third-party use, reproduce, or resell the software.
8.4. In case of serious violations, GauVendi may suspend access at the customer's expense without affecting payment obligations.
8.5. “Intellectual property” includes all global trademarks, trade secrets, know-how, and unique inventory data.
8.6. The customer acknowledges that the structure and setup of GauVendi Feature-Categories™ remain GauVendi’s intellectual property.
8.7. The customer is responsible for managing access credentials and permissions.

 

9. Confidentiality

9.1. Both parties agree to keep all confidential information secret.
9.2. Exceptions:
(a) known prior to contract or later obtained lawfully from third parties;
(b) publicly known unless due to breach;
(c) required by law or authority, with prior notice if possible.
9.3. Confidential information is shared only with advisors bound to secrecy and necessary employees under post-employment confidentiality.

 

10. Data Protection

10.1. The parties comply with applicable data protection laws.
10.2. GauVendi acts as a processor under Art. 28 GDPR, which is also addressed in the contractual agreement.

 

11. Final Provisions

11.1. German law applies, excluding international uniform law.
11.2. The UN Convention on Contracts for the International Sale of Goods does not apply.
11.3. Set-off is allowed only with undisputed or legally established claims.
11.4. Place of jurisdiction for all disputes is Frankfurt am Main, provided the customer is a merchant or a public entity.
11.5. If any provision is or becomes invalid, the remaining provisions remain effective. The invalid provision shall be replaced by one that comes closest to the intended purpose. The same applies to contractual gaps.

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