General Terms and Conditions

Contracting party: Complass GmbH i. G., represented by the managing director Marc Linden, Kölner Tor 31, 40625 Düsseldorf, Germany. Tel. +49 (0) 176 723 355 81, info@complass.eu. In formation, entry in the commercial register to follow.

§ 1 Scope of Application and Framework Conditions

1. These terms and conditions apply to all — including future — contracts for all services, including deliveries of software and hardware, between Complass GmbH i. G. (hereinafter "Complass") and the client acting as an entrepreneur (Unternehmer). The client's own terms and conditions apply only insofar as Complass has expressly agreed to them in writing. Any tacit incorporation of such terms, however constituted, is expressly rejected.
2. Complass may also make use of third parties in performing its duties. Complass nevertheless remains responsible to the client for the proper performance of its contractual obligations.
3. Complass provides consulting, analysis, assessment, and training services as services within the meaning of Sec. 611 et seq. of the German Civil Code (BGB). A specific result is owed only insofar as it is expressly agreed in the offer as a work performance (Werkleistung). The provisions of these terms relating to acceptance apply only to work performances and deliveries.
4. Individual agreements, in particular the offer, a test agreement pursuant to Section 4, and a data processing agreement pursuant to Section 14, take precedence over these terms.

§ 2 Scope of Services

1. The scope of Complass's services is governed by the agreements set out in detail in the offer accepted in writing by the client, supplemented by these terms and conditions.
2. The scope of services may be changed, supplemented, or further specified by mutual agreement of the parties at any time. In such a case, Complass will submit a written supplementary offer to the client, which the client must confirm in writing.
3. Complass is not obliged to provide services that are not listed in a written offer or a written supplementary offer and that have not been accepted in writing by the client.
4. Complass does not provide legal services within the meaning of the German Legal Services Act (Rechtsdienstleistungsgesetz, RDG). Consulting, training and support services are factual and organisational; the legal assessment of individual cases remains the responsibility of the client.

§ 3 Client's Duties to Cooperate

1. The client is aware that, due to the complexity of IT, OT, and software solutions and their strong dependency on the client, the successful execution of the contract (project) requires particularly close cooperation between the client and Complass. Both parties therefore undertake to show mutual consideration, provide comprehensive information, give timely warning of risks, and protect against disruptive influences, including from third parties.
2. In particular, the client is responsible for ensuring, on its own initiative, that Complass is provided — without being requested, in good time, and free of charge to Complass — with all information and documents necessary for implementing the project (in particular, but not limited to, network and facility plans, system documentation, asset inventories, and functional descriptions of processes and controls), and that Complass is furthermore informed of all events and circumstances that are directly or indirectly relevant to its performance. This also applies to documents, information, events, and circumstances that only become known to the client during Complass's work.
3. The client must respond without delay, and where possible in writing, to all requests from Complass that Complass considers necessary for the performance of the contract. Requests answered verbally or in any other form must be confirmed in writing without delay.
4. The client warrants that Complass will be granted unimpeded access to the client's premises, that sufficient workstations and communication facilities are available, that access to, or access authorization for, project-relevant systems is ensured at all times, and that a sufficient number of the client's knowledgeable staff are available, where required, to ensure the necessary knowledge transfer and technical support.
5. The client accepts the above cooperation and provision obligations as its own material contractual obligations.
6. The client is responsible for regularly backing up its data, programs, and configurations in accordance with the state of the art, including control programs and project files of automation systems. Before Complass makes any changes to its systems, the client shall ensure that a current and restorable backup is in place.

§ 4 Security Assessments in IT and OT Environments

1. Complass carries out security assessments such as vulnerability scans, penetration tests, network and configuration analyses, and assessments of control, supervisory, and safety systems only after prior written authorization by the client. The authorization shall specify at least the target systems, the scope of testing, the permitted methods, the time windows, and the contact persons of both parties (test agreement).
2. The client warrants that it is authorized to commission assessments of the systems named in the test agreement. Where systems are wholly or partly owned or administered by third parties, such as manufacturers, system integrators, or hosting or cloud providers, the client shall obtain their consent before the assessment begins. The client shall indemnify Complass against any third-party claims arising from the absence of such authorization or consent.
3. The client is aware that assessments in IT and, in particular, OT environments can lead to impairments, malfunctions, or failures of systems and equipment even when carried out carefully and properly. The client shall determine the time windows and scope of the assessments and take appropriate precautions, in particular data backups, fallback levels, the availability of knowledgeable personnel, and the notification of affected parties. The client shall ensure that safety-relevant equipment is in a safe operating condition during the assessment.
4. Complass is not liable for impairments within the meaning of paragraph 3 that occur during the proper performance of the authorized assessments in accordance with the test agreement. Liability pursuant to Section 12(1), first sentence, remains unaffected.
5. Complass is entitled to suspend or abort assessments if a danger to persons, equipment, or the environment becomes apparent. Complass shall notify the client of critical vulnerabilities without delay.
6. Assessment results reflect the security status of the tested systems, within the agreed scope, at the time of the assessment. Complass does not warrant that all vulnerabilities will be identified or that the systems will be free of security gaps following the assessment.

§ 5 Consulting Credits

1. Consulting credits are purchased in advance at the price stated in the offer and invoiced upon commissioning, unless otherwise agreed in the offer.
2. Services rendered are deducted from the credit based on actual time spent. A minimum of 30 minutes is charged per engagement, with further time billed in 15-minute increments. On-site engagements are charged at a minimum of four hours. Travel time and travel expenses are not deducted from the credit but are invoiced separately pursuant to Section 10(3).
3. Complass provides the client, on a monthly basis and upon request, with a record of the services rendered and the remaining credit.
4. Unless otherwise agreed in the offer, a credit is valid for twelve months from the start of the contract. Unused hours lapse upon expiry of this validity period. No refund will be made unless Complass is responsible for the credit not being used.
5. Services exceeding an exhausted credit will be invoiced separately at the hourly rates agreed in the offer, after prior notice to the client.
6. If the client cancels an agreed on-site appointment less than two business days before the appointment, Complass is entitled to charge any travel costs already incurred and non-cancellable, and to deduct half of the scheduled time from the credit.

§ 6 Delivery and Performance Deadlines; Default

1. Unless already included in the offer, the parties shall jointly determine the schedule for performance of the contract immediately after conclusion of the contract, defining in particular interim results ("milestones"), which, for work performances, are to be regarded as partial acceptances. Dates and milestones agreed in writing are binding on both parties and may only be changed in writing and by mutual agreement.
2. If the performance owed by Complass is delayed for reasons attributable to the client, Complass is entitled, after expiry of a reasonable period set in writing of at least 14 days, to invoice the client for the commissioned services in whole or in part and to render its services at another time at its reasonable discretion. Originally agreed subsequent dates or chains of dates and defined milestones shall in this case cease to apply. Further rights and claims remain unaffected.
3. If the delay in performance is due to reasons for which Complass is responsible, the client must first request Complass in writing, allowing a period of at least 14 days, to render the performance owed. Complass is only in default once this period has expired without result. The client's damages for default are limited to 0.5% for each full week of delay, subject to an overall cap of 5% of the value of the delayed part of the performance. In cases of intent or gross negligence on the part of Complass or a vicarious agent, or of culpable injury to life, body, or health, Complass is liable in accordance with the statutory provisions.
4. Complass is not liable for a delay in performance caused by force majeure or similar events beyond Complass's control. These include, in particular, war, riot, mobilization, strike, lockout, epidemics and pandemics, official measures, power supply failures, supply shortages at upstream suppliers not attributable to Complass, and cyberattacks on Complass that occur despite reasonable protective measures. In such a case, the delivery or performance deadlines shall be extended, or the delivery or performance dates postponed, by the period during which the aforementioned event or its effects continue. If such events make delivery or performance significantly more difficult or impossible for Complass and the hindrance is not merely temporary, Complass is entitled to withdraw from the contract. Services rendered up to that point will be invoiced by Complass to the client on the basis of the concluded contract. Further claims by Complass remain unaffected.

§ 7 Acceptance of the Functional Specification

1. Where contractually agreed, Complass will prepare a functional specification (Pflichtenheft) based on the requirements specification (Lastenheft) prepared by the client, which the client must review without delay and accept in writing, in particular with regard to the implementation of the information and documents provided by the client in writing with the requirements specification.
2. If Complass does not receive a written objection from the client, specifying the relevant defects, within 14 days of the client's receipt of the functional specification, the functional specification is deemed to conform to the contract and to have been accepted.

§ 8 Delivery of Software and Hardware; Documentation

1. The subject matter is the contractually agreed functionality of the software delivered by Complass (including, where applicable, its installation) and of the hardware, as well as the proper condition of the documentation provided. For the purposes of these terms, "hardware" does not mean only computer/IT hardware but encompasses all physical delivery items (such as firewalls, network components, industrial PCs, or control cabinets).
2. Partial deliveries are permitted insofar as they are reasonable for the client. Software is delivered in digital form unless otherwise agreed in writing between the parties. The same applies to the communication of project results and other documentation owed under the contract. Complass provides its own documentation in German or English. The languages of documentation for components (software, hardware) supplied to Complass are determined by the languages offered by the respective manufacturer and are not Complass's responsibility.
3. The client is obliged to inspect each delivery without delay for conformity with the contract and to notify Complass in writing of the result of the inspection. Defects found must be documented by the client in a suitable manner (error log, screenshot, photographs, etc.).
4. The client may not refuse acceptance on account of immaterial defects. A material defect exists, by contrast, where the system is not functional, or is functional only with significant restrictions or significant deviations from the software documentation. No such defect exists, however, where the results expected by the client can already be achieved by changing the individual system settings ("customizing"). Once the documented material defects have been remedied, the client must declare acceptance in writing without delay.
5. In all other respects, Section 7(2) of these terms applies accordingly.

§ 9 Retention of Title

1. All deliveries remain the property of Complass until all claims against the client arising from the business relationship have been satisfied, regardless of the legal basis, including future or contingent claims.
2. While the retention of title exists, the client is prohibited from pledging or assigning the delivered item as security. In the event of seizure, confiscation, or other dispositions or interventions by third parties, the client must notify Complass without delay. Resale of the delivered item is permitted only to resellers in the ordinary course of business and only on the condition that payment of the equivalent value of the delivered item is made to Complass. The client must also agree with its purchaser that the purchaser acquires ownership only upon such payment.
3. In the event of conduct by the client in breach of contract, in particular default in payment, Complass is entitled, after setting a reasonable period of at least 14 days, to withdraw from the contract and demand the return of the delivered items subject to retention of title. In this case, the client is obliged to return them without delay.
4. If delivered items are combined, mixed, or incorporated with other items not belonging to Complass, for example into installations or control cabinets, Complass acquires co-ownership of the new item in proportion to the invoice value of the delivered items relative to the value of the other items. If the client's item is to be regarded as the principal item, the client hereby already transfers proportionate co-ownership to Complass. The client hereby already assigns to Complass, in the amount of the invoice value of the delivered items, any claims arising from a permitted resale. Complass accepts this assignment. The client remains authorized to collect these claims for as long as it meets its payment obligations.
5. If the above retention-of-title rights are not valid or enforceable under the law of the jurisdiction in which the goods are located, the security corresponding to retention of title in that jurisdiction shall be deemed agreed. The client undertakes to take, or cooperate in, all measures necessary to establish and maintain comparable rights or security interests.

§ 10 Remuneration and Payment Terms; Right of Retention; Set-off

1. For the contractually agreed scope of services, the client owes the price stated by Complass in the offer or in supplementary offers, plus statutory sales or value-added tax where applicable.
2. Waiting or idle time arising during performance that is not attributable to Complass shall be remunerated, upon evidence, in 15-minute increments. The hourly or daily rates underlying the offer shall apply.
3. Unless otherwise agreed in the offer, travel time and travel expenses are invoiced separately. Travel time is remunerated at 50% of the agreed hourly rate, and travel by private car at EUR 0.50 per kilometer driven. Other travel expenses such as train and flight tickets, accommodation, and parking fees are reimbursed upon evidence.
4. Unless otherwise stipulated in writing in the offer, Complass invoices (partial) services immediately upon reaching an agreed milestone or following (partial) acceptance by the client. Services rendered on a time basis are invoiced monthly in arrears. Software and hardware are invoiced to the client directly upon commissioning in each case. Section 5(1) applies to consulting credits.
5. Unless otherwise agreed, invoice amounts are payable within 30 days of invoicing, without any deduction, free of charges and expenses for Complass, to the account stated on the invoice. The date of receipt of payment is decisive for the timeliness of payment. If payment is not made within the stated period, the client is in default, without the need for a reminder, in the amount of the outstanding invoice amount. In this case, Complass is entitled to charge interest at a rate of 9 percentage points above the applicable base rate. The assertion of further default damages remains unaffected.
6. In the event of defects, the client is entitled to withhold payments only to an extent that is reasonably proportionate to the defects and the anticipated cost of subsequent performance.
7. The client may only set off against claims of Complass with counterclaims that are undisputed, acknowledged by Complass, or finally established by a court of law.

§ 11 Warranty

1. Unless otherwise provided in these terms, the client's warranty rights are governed by the applicable statutory provisions. However, no claims for defects exist in the case of only an insignificant deviation from the agreed condition or only an insignificant impairment of usability.
2. The statutory provisions of the law governing service contracts (Dienstvertragsrecht) apply to services. If a service is not rendered in conformity with the contract for reasons attributable to Complass, Complass shall render the affected service again within a reasonable period at no additional cost to the client, provided the client demands this in writing without delay.
3. Without prejudice to its inspection obligations under statute and these terms, the client must notify Complass in writing of any defect found without delay. In the event of an unjustified notification for which the client is responsible, the client is obliged to reimburse Complass for the expenses thereby incurred.
4. For defects, Complass shall first provide subsequent performance, at its own discretion, either by remedy (repair) or by replacement delivery or re-manufacture. The client's demand for subsequent performance must be made in writing. Complass must be allowed a period of at least 21 days for this purpose. Where the delivery/service is to be remedied, subsequent performance is deemed to have failed only after the second attempt at remedy has been unsuccessful. If subsequent performance fails, the client is entitled, at its option, to reduce the price or withdraw from the contract. The statutory cases in which the setting of a deadline is dispensable remain unaffected. The client's right to claim damages in accordance with the statutory provisions and Section 12 of these terms also remains unaffected.
5. All rights and claims of the client based on defects — regardless of the legal basis — become time-barred within one year of the performance of the service or the acceptance of the affected part of the service or delivery. This does not apply to claims for damages arising from injury to life, body, or health, or from damage caused by gross negligence or intent, nor in other cases where the law mandatorily provides for longer limitation periods. Insofar as this provision refers to claims for damages, this also includes claims for reimbursement of futile expenses.

§ 12 Liability

1. Apart from the provisions already set out in these terms, Complass is liable in accordance with the statutory provisions in cases of intent or gross negligence on the part of Complass or of a representative or vicarious agent, as well as for culpable injury to life, body, or health. In all other respects, Complass is only liable under the Product Liability Act (Produkthaftungsgesetz), for the culpable breach of material contractual obligations (cardinal obligations), or insofar as it has assumed a guarantee as to quality.
2. In the case of a culpable breach of material contractual obligations, liability is limited, except in the cases of paragraph 1, first sentence, to the typically foreseeable damage for this type of contract, but in any event to a maximum of EUR 250,000 per claim and EUR 500,000 for all claims within one contract year. This limitation does not apply to liability under the Product Liability Act or arising from an assumed guarantee.
3. Complass is liable for the loss of data and programs only to the extent that would have been necessary for restoration had the client carried out proper and regular data backups pursuant to Section 3(6).
4. The foregoing provisions apply to all claims for damages, regardless of the legal basis, in particular claims based on defects, breach of obligations arising from the contractual relationship, or tort. They also apply to claims for reimbursement of futile expenses.
5. Insofar as Complass's liability is excluded or limited, this also applies to the personal liability of its officers, employees, representatives, and vicarious agents.

§ 13 Confidentiality

1. Both parties are mutually obliged to maintain the strictest confidentiality regarding all trade and business secrets, as well as information designated as confidential or recognizably to be treated as confidential due to other circumstances, of the other contracting party or of companies affiliated with it within the meaning of Section 15 of the German Stock Corporation Act (AktG), even beyond the end of the contract until such information becomes publicly known, but in any event for a period of at least 3 years after the end of the contract term, and not to use such information for purposes other than contractual purposes.
2. Each party shall carefully store the business documents handed over to it, protect them from inspection by third parties, and, unless otherwise agreed, return them upon the end of the contractual relationship. The assertion of a right of retention is excluded. The statutory provisions on data protection and copyright remain unaffected.

§ 14 Data Protection

1. The parties shall comply with the applicable data protection provisions, in particular the General Data Protection Regulation (GDPR) and the German Federal Data Protection Act (BDSG).
2. The client shall inform Complass, before performance begins, if Complass is expected to gain access to personal data in the course of performance.
3. Insofar as Complass processes personal data on behalf of the client, the parties shall conclude a data processing agreement pursuant to Art. 28 GDPR before processing begins. In the event of any conflict, that agreement takes precedence over these terms.

§ 15 Copyright and Usage Rights

1. The client is aware that Complass holds the ownership and copyright in offers, cost estimates, drafts, drawings, and other documents prepared in the run-up to an order, as well as in its own methods, tools, and templates. The client undertakes to Complass to protect these rights. The aforementioned items may be made accessible to third parties only with Complass's prior written consent and must be returned to Complass without delay upon request.
2. Upon full payment of the agreed remuneration, the client receives a simple, temporally and geographically unrestricted, non-transferable right to use, reproduce, and adapt, for its own operational purposes, the work results prepared for the client under an order, in particular reports, concepts, guidelines, and documentation. This also includes disclosure to affiliated companies, auditors, certification bodies, authorities, and advisors of the client, provided they are bound by confidentiality. Publication or commercial exploitation requires Complass's prior written consent.
3. Insofar as Complass has provided deliveries or services based on drawings, models, samples, or other documents provided by the client, the client warrants that no third-party industrial property rights are infringed. In this respect, the client shall indemnify Complass fully and without delay against any third-party claims based on the infringement of their industrial property rights. Insofar as the performance of the contract is made significantly more difficult or impossible for Complass due to the infringement of such rights, the client is obliged to compensate Complass for damages, insofar as the client is responsible for the underlying circumstances.
4. Both the names and trademarks used for the software delivered by Complass and the industrial property rights, copyrights, and licensing rights existing in the software and accompanying materials remain, in every case, with the manufacturer or its licensors.

§ 16 Final Provisions

1. Insofar as these terms provide for declarations to be made in writing and the contracting parties do not agree otherwise, text form within the meaning of Section 126b of the German Civil Code (BGB) is sufficient.
2. The legal relationship between Complass and the client is governed by German law, to the exclusion of its conflict-of-laws provisions and of the United Nations Convention on Contracts for the International Sale of Goods (CISG).
3. The parties shall promptly attempt, in a spirit of partnership and good faith, to settle by negotiation any disputes arising out of or in connection with the legal relationship between them. If the parties fail to settle the disputes that have arisen by negotiation within 30 days after one party has requested the other in writing to enter into negotiations, or if one of the parties expressly and finally refuses to enter into negotiations, both parties may have recourse to the ordinary courts. The right of both parties to initiate court dunning proceedings or proceedings for interim relief remains unaffected.
4. If the client is a merchant (Kaufmann), a legal entity under public law, or a special fund under public law, the exclusive place of jurisdiction for all disputes arising out of or in connection with the legal relationship between the parties is Düsseldorf.
5. Should any provision of these terms be or become wholly or partially invalid, the validity of the remaining provisions shall not be affected thereby. The statutory provisions shall take the place of the invalid provision.

Draft – pending legal review

Supplementary provisions for the Complass subscription: term, renewal, cancellation, payment, read access after the end of the contract

This section is a draft and not yet part of the contract. Until it is approved, the offer or order summary and the other terms apply.

1. The subscription is aimed exclusively at entrepreneurs within the meaning of Sec. 14 BGB. The minimum term is 12 months from activation, for annual payment in advance as well as for monthly payment.
2. Conclusion of contract. The presentation of packages and prices on the website is not a binding offer. By submitting the order form (“Place binding order”) the client makes a binding offer to conclude the subscription, by which it is bound for two weeks. Complass confirms receipt of the order by email; this acknowledgement is not yet an acceptance. Before the order is processed, the client confirms its email address via a link. The contract is concluded only with the order confirmation from Complass by email or with the activation of the account, whichever comes first. Complass may decline an order without giving reasons. Complass stores the contract text (order with selection and prices) and sends it to the client with the acknowledgement and the order confirmation by email; these terms can be accessed and saved at any time via the “Terms” link on the website. The contract languages are German and English. The client can identify and correct input errors in the order form before submitting it.
3. The subscription renews for 12 months at a time unless cancelled up to 3 months before the end of the term. Cancellation is possible in the portal under “Licence and usage” or in text form.
4. Prices. The prices of the price list valid at the time of ordering (with its as-of date) or of the offer apply. All prices are net plus statutory VAT. Monthly payment carries a surcharge of 15 %.
5. Price changes at renewal. Complass may change the prices of the price list at most once within twelve months. During the running term the agreed price for the booked services remains unchanged; a changed price applies to a running subscription from the next renewal at the earliest. Complass determines a price increase at its reasonable discretion. An increase amounts to no more than 8 % of the previous price of the respective service component per renewal. There is no automatic adjustment to a price index.
6. Notice and right to cancel. Complass announces a price increase in text form no later than four months before the end of the running term, by e-mail to the client’s main users and additionally in the portal under “Licence and usage”. The notice states the previous and the new price, the day from which the new price applies, and the deadline and the way to cancel. If the client does not agree with the new price, it may cancel the subscription up to 3 months before the end of the term with effect from the end of the term, without incurring any costs; Complass expressly points this out in the notice. If the client does not cancel, the subscription renews at the announced price.
7. Late notice, price reductions. If Complass does not announce a price increase in time under para. 6, the previous price applies for the following term; the increase can take effect at the subsequent renewal at the earliest. If Complass lowers the prices of the price list, the lower price applies from the next renewal without separate notice.
8. Not a price change within the meaning of this provision are the agreed end of a time-limited discount (such as a pilot price), upgrades the client books itself (the added components are charged at the price list valid at the time of booking; components already booked keep their price until renewal), and changes to statutory VAT. Individually agreed prices take precedence over this provision.
9. Payment is made by invoice and bank transfer within 14 days of the invoice date, for annual payment in advance for the term, for monthly payment monthly. One-off services are charged with the first invoice. If Complass offers online payment (for example card or SEPA direct debit via a payment provider), the client may choose it. Invoices are provided electronically. In the event of late payment, access may be restricted to read access after prior reminder.
10. Upgrades (additional modules, users, storage, projects) take effect immediately and are charged pro rata for the current billing period; the prices follow item 8. Reductions take effect at the end of the term.
11. A free trial of 14 days ends automatically without the need for cancellation; a paid contract is only concluded with an order.
12. After the end of the contract or trial, the main user receives read access for 12 months to read and export content. Other accounts are locked. The data is then deleted after prior notice at the earliest 30 days later, unless statutory retention obligations prevent this.