Terms &
Conditions
These Terms and Conditions (the ‘T&Cs’), as published on step3IT’s website at www.step3it.de/, comprise the terms and conditions – as amended from time to time – under which step3IT provides licences and/or services. You accept these Terms and Conditions on behalf of the company you represent (the ‘Company’) (together with its affiliates) either by (i) physically or electronically signing a contract containing these Terms and Conditions; or by (ii) placing an order with step3IT on behalf of your company.
1. Definitions and Interpretations
In addition to the definitions contained in the body of these GTC, the following definitions apply:
‘Affiliate’ means any person, entity or other business that is or becomes, directly or indirectly, controlled by or under common control with a Party. For purposes of this definition, ‘control’ means (a) with respect to any entity, the direct or indirect ownership of fifty per cent (50%) or more of the voting power to elect the directors of such entity and (b) with respect to any other entity, the power to direct the management of such entity.
‘Contract’ means a written agreement concluded between step3IT and the Company for the provision of licences or services in accordance with these GTC. The services, requirements and work results are described in a service contract. Examples of a contract include a Statement of Work, a Cloud Services Agreement or any other agreement for Managed Services, Cloud Services or Professional Services. ‘Deliverables’ means all material deliverables of the Services that are created by step3IT exclusively for the Company and specified in a Contract. Work Results may include data, reports and specifications.
‘EULA’ means the applicable End User Licence Agreement, Product Use Rights Agreement (‘PUR’) with a Customer or other licensor’s licence agreement with Company (e.g. a cloud services agreement between Microsoft and a Customer) and the then applicable standard terms and conditions for cloud, maintenance and/or support services of the Software, as amended from time to time.
‘Intellectual Property Rights’ means patents, rights of invention, copyrights, software, trademarks, trade names, service marks, logos, trade secrets, confidential information, compilations, diagrams, layouts, semiconductor protection rights, know-how, database rights, designs, methods, processes, formulae, rights of use and other registered or unregistered proprietary rights and privileges, together with all improvements, modifications, extensions and derivative works of the foregoing, and all similar or comparable rights or forms of protection which exist or will exist now or in the future in any part of the world.
‘Knowledge Capital’ means ideas, concepts, know-how, skills, methods and techniques, whether owned by step3IT prior to the effective date of these GTC or developed, modified, improved or refined by step3IT in the course of performing the Services.
‘Licences’ means the specific privileges granted by a licensor to the Company to use the respective software licence product, regardless of whether the software is installed on the premises or used as a cloud service. The licences to be delivered or provided in accordance with these
GTC are listed in the respective offers of step3IT, orders and order confirmations of the Company and may include temporary rights of use (e.g. subscriptions, cloud services), updates and upgrades, patches and other changes offered by the Licensor in accordance with the EULA.
‘Licensor’ means the legal entity that owns the intellectual property rights transferred with the licences and consequently has the authority to determine the End User Licence Agreement (“EULA”), the Product Terms (‘PT’) or other conditions for the use of the licences.
‘Order Confirmation’ means step3IT’s binding acceptance of an order from the Company containing details of the Licences, price and other terms agreed by the parties. For the avoidance of doubt, an automatically generated response from step3IT that does not include details of the Licence(s), price and other applicable terms and conditions shall be sufficient or that an order from the Company alone shall not constitute a valid Order Confirmation.
‘Personal Data’ has the same meaning as the term ‘personal data’ as defined in the General Data Protection Regulation (EU) 2016/679 of the European Parliament and of the Council of 27 April 2016 on the protection of natural persons with regard to the processing of personal data and on the free movement of such data
‘Sanctions Rules’ means all applicable laws, regulations, rules and requirements relating to trade, financial or economic sanctions or embargoes, including any sanctions or embargoes imposed by the U.S. Government (including the U.S. Export Administration Regulations and the International Traffic in Goods Regulations). Export Administration Regulations and the International Traffic in Arms Regulations), the European Union or any member state of the European Union, and any applicable import, export or re-export controls and any end-user, end-use and destination restrictions of the U.S. and other governments that apply to the other Party’s materials or to the use, transfer, import, export or re-export of products licensed or distributed under the Agreement.
‘Services’ means the services to be provided by step3IT in accordance with these GTC and the respective contract.
‘step3IT’ means the step3IT company named in an order confirmation or contract.
‘step3IT-IP’ refers to the intellectual property rights (IP) and knowledge capital of step3IT.
Unless otherwise confirmed in writing by step3IT, all licences and services shall be provided in accordance with these GTC and to the exclusion of all other terms and conditions stated in the documents or other communications used by the Company prior to or at the time of conclusion of the contract or referred to in such documents or communications. These GTC apply to every contract. In the event of a conflict between the GTC and a Contract, the GTC shall prevail unless all of the following apply: (i) the Contract clearly states the applicable provision of the GTC that is subject to change; and (ii) the Contract clearly states that such provision in the Contract supersedes the conflicting or inconsistent provision in the GTC. Any other attempt to amend or supplement these GTC shall be deemed invalid and of no effect. Any amendments to these GTC contained in a contract shall only be effective in relation to the contract in question. They do not amend the GTC for any other purpose. These GTC may only be amended by a written document signed by all parties.
2. scope of application
These GTC shall apply to all contracts, deliveries and services of step3IT GmbH (“step3IT”) and its affiliated companies, in particular for IT services, delivery of hardware and software, consulting, training, maintenance, licence procurement and cloud solutions. Deviating terms and conditions shall only apply if confirmed in writing by step3IT. Consumers shall receive separate information on the right of cancellation.
3. subject matter of the contract
The subject matter of the contract is the provision of standardised or individual IT services. The type, scope and remuneration shall result from separate agreements (e.g. Statement of Work, SLA, licence agreement). Unless otherwise agreed, step3IT shall not owe success, but the agreed service. In the case of software or cloud deliveries, the licence conditions of the respective provider (e.g. EULA, PUR) shall apply. step3IT shall arrange the licence or subscription agreement if necessary.
4. conclusion of contract / offers
All offers are non-binding. A contract is concluded by written confirmation, signed order or commencement of service provision. Verbal collateral agreements require written confirmation.
5. contract term and cancellation
Unless otherwise stipulated in the respective contract, the contract is concluded for an indefinite period. It can be cancelled in writing by either party with a notice period of 3 months to the end of the month. Fixed-term SaaS/cloud contracts are automatically extended by 12 months in each case unless cancelled with a notice period of 1 month before expiry. The right to extraordinary cancellation for good cause remains unaffected.
6. delivery / transfer of risk
Delivery dates are non-binding unless specified in writing. Delivery can be made digitally (e.g. by download/link) or physically. The risk is transferred to the customer upon dispatch. Transport insurance shall only be taken out at the customer’s written request and expense.
7. Obligations of the customer to co-operate
The customer shall provide all information, access, contact persons and, if necessary, infrastructure required for the provision of services. Failure to co-operate may affect performance and deadlines.
8. use of subcontractors
step3IT shall be entitled to use subcontractors to fulfil the contractually owed services. The responsibility for the proper provision of services shall remain with step3IT. If necessary, the customer shall be informed in advance of any significant subcontractors.
9. terms of payment
All prices are net plus statutory VAT. Invoices shall be paid within 10 working days. Delays of more than 14 days may lead to the blocking of services. step3IT reserves ownership and IP usage rights until full payment has been made.
10. contractual penalty / liquidated damages
If the customer is in default of payment or culpably violates his obligations to co-operate, step3IT shall be entitled to demand liquidated damages in the amount of 5% of the net order value. The right to prove higher damages shall be reserved. The customer shall be entitled to prove a lower damage.
11. retention of title and rights of use
Delivered goods and provided services shall remain the property of step3IT until full payment has been made. After payment, the customer shall receive a simple, non-transferable licence for internal use.
12. technical requirements
The customer is obliged to provide the technical requirements defined in the respective service descriptions or contracts (e.g. hardware, operating system, network connection). step3IT assumes no responsibility for performance limitations due to insufficient infrastructure at the customer.
13. warranty / defects
The statutory warranty rights shall apply. A period of 12 months shall apply to companies. In the case of third-party software, warranty and support shall be governed by the respective licensor.
l14. Liability
General liability
Unless otherwise agreed, step3IT GmbH shall be liable in accordance with the statutory provisions for damages caused by intent or gross negligence.
Liability for simple negligence
In case of simple negligent breach of duty, step3IT GmbH shall only be liable for breach of essential contractual obligations (so-called cardinal obligations). Cardinal obligations are those whose fulfilment is essential for the proper execution of the contract and on whose compliance the contractual partner may regularly rely. In these cases, liability is limited to the amount of damage typically foreseeable at the time the contract was concluded.
Liability for injury to life, limb and health
Liability for damages resulting from injury to life, limb or health remains unaffected by the above limitations of liability and is governed by the statutory provisions.
Product liability and guarantee
Mandatory statutory liability, in particular under the Product Liability Act, and liability arising from the assumption of guarantees shall also remain unaffected.
Liability of vicarious agents
To the extent permitted by law, the above limitations of liability shall also apply in favour of the legal representatives, employees and vicarious agents of step3IT GmbH, unless they have acted with intent or gross negligence or have caused injury to life, limb or health.
Liability for loss of data
step3IT GmbH shall not be liable for the loss of data or information if the damage could have been avoided by proper and regular data backup by the customer. The customer shall be obliged to carry out a complete and functional data backup before and after each activity of step3IT GmbH or its vicarious agents.
Indemnification against claims of third parties
The customer shall indemnify step3IT GmbH against all claims of third parties insofar as these exceed the liability according to this agreement and are not based on a fault of step3IT GmbH.
Force majeure and obligations to cooperate
step3IT GmbH shall not be liable for damages caused by force majeure, labour disputes, official orders or other unforeseeable events for which step3IT GmbH is not responsible. The same shall apply to damages caused by delay or consequential damages resulting from the customer’s failure to co-operate or insufficient co-operation.
15. service level agreements (SLA)
Unless otherwise stipulated in the contract or in an SLA, the following standard times apply to support services: Monday, Wednesday and Thursday from 09:00 to 11:00 (except on public holidays in Schleswig-Holstein). The response time for fault reports is a maximum of 48 hours within the support times.
16. data protection / order processing
The processing of personal data is carried out in accordance with the GDPR. If step3IT is a processor, a contract is concluded in accordance with Art. 28 GDPR. Subcontractors may be involved.
17. disclosure and control of subcontractors (data protection)
step3IT shall inform the customer upon request about the subcontractors used, insofar as they are entrusted with the processing of personal data within the framework of an order processing relationship. The customer has the right to control and audit in accordance with Art. 28 para. 3 lit. h GDPR.
18. remote maintenance / IT security
Remote access is carried out with encrypted transmission and appropriate protective measures in accordance with Art. 32 GDPR.
19. digital content / SaaS / licence models
Digital services are subject to §§ 327 et seq. BGB. SaaS/licence models are generally limited in time and non-transferable. Renewal clauses of third parties (e.g. Microsoft) must be observed by the customer.
20. right of cancellation
Consumers have a 14-day statutory right of cancellation. Cancellation instructions are provided separately.
21. confidentiality
All information must be treated confidentially. This obligation also applies after the end of the contract. Exceptions exist in the case of statutory disclosure obligations.
22. compliance and behavioural guidelines
Both parties undertake to comply with all applicable legal regulations, in particular anti-corruption, export control, money laundering prevention and competition law. step3IT has implemented internal processes to ensure legally compliant behaviour of its employees and subcontractors.
23. place of jurisdiction, place of fulfilment, choice of law
The place of fulfilment and jurisdiction is Neumünster. German law shall apply to the exclusion of the UN Convention on Contracts for the International Sale of Goods (CISG). Deviations must be made in writing.
24. contract language / interpretation
The GTC are available in German. In the event of discrepancies between the language versions, the German version shall prevail.
25. online dispute resolution / consumer arbitration
EU platform: https://ec.europa.eu/consumers/odr/. step3IT does not participate in dispute resolution proceedings before a consumer arbitration board.
26. severability clause
Should individual provisions be or become invalid or unenforceable in whole or in part, this shall not affect the validity of the remaining provisions. In such a case, the contracting parties undertake to agree on a provision that comes as close as possible to the economic purpose of the invalid or unenforceable provision. The same applies to any loopholes.