General Terms and Conditions

for Services Provided by FELLOWPRO AG (Stand Juli 2026)

§ 1 Scope of Application and Conclusion of Contracts

  1. These General Terms and Conditions apply to the provision of services by FELLOWPRO AG. 
  2. In the following, the contracting parties are referred to individually as “FELLOWPRO” and “Customer” and collectively as “the Parties”. 
  3. Unless otherwise agreed in writing, FELLOWPRO provides services exclusively on the basis of the respective offer or contract (hereinafter: “Individual Contract”) in conjunction with these General Terms and Conditions. 
  4. The General Terms and Conditions of the Customer shall not apply. This holds true even if the Customer refers to them in a standard order form or otherwise in connection with an order, and/or if FELLOWPRO does not expressly object to them. 
  5. In the event of contradictions between these General Terms and Conditions and the Individual Contract, the Individual Contract shall prevail to the extent that it specifies the General Terms and Conditions. 

§ 2 Scope and Execution of Services

  1. FELLOWPRO provides the services specified in the Individual Contract for the remuneration agreed therein under the assumptions and prerequisites listed there. 
  2. The scope of the services results from the respective binding service description.
  3. FELLOWPRO utilizes its own employees to perform the services. Furthermore, FELLOWPRO is entitled to commission subcontractors to execute the services without having to obtain the Customer’s consent in individual cases.
  4. Delivery dates and deadlines are only binding if they have been designated as binding in the Individual Contract. 
  5. If the Customer communicates requests for amendments or supplements to the contractually agreed services in writing, FELLOWPRO will review them regarding feasibility, required time, and any additional costs incurred. The effort for this review shall be remunerated by the Customer in accordance with the daily rates agreed in the Individual Contract. 
  6. Any amendment to the originally agreed service requires a written agreement. Until such an amendment is agreed upon, FELLOWPRO is entitled and obligated to provide the originally agreed services. 

§ 3 Obligations of the Customer

1. Duties to Cooperate

  • The Customer assumes the essential contractual obligation to support FELLOWPRO in the best possible way during the performance of the services. 
  • To this end, the Customer shall provide all resources, information, and documents required for the successful provision of the service, as well as an appropriate infrastructure, including office space, IT, and communication facilities, free of charge and in a timely manner. 
  • Furthermore, the Customer is obligated to perform all cooperation duties specified in the Individual Contract on schedule and as agreed. 
  • If the Customer fails to perform a cooperation duty as agreed or on schedule, and if deadlines can consequently no longer be met according to previous planning, the corresponding deadline agreements shall lose their validity. In this case, the Parties are obligated to agree on new performance dates, taking into account the resource planning of FELLOWPRO. 
  • The Customer is obligated to compensate FELLOWPRO for any additional expenses incurred due to the breach of cooperation duties. 
  • FELLOWPRO will request the Customer in writing to remedy or catch up on the cooperation duty, setting a reasonable deadline. If this deadline passes fruitlessly, FELLOWPRO is entitled to terminate the Individual Contract without notice, provided that FELLOWPRO has previously threatened this in writing. The assertion of further rights remains unaffected by the foregoing provisions. 

2. Third-Party Products

  • Components of FELLOWPRO’s services may include supporting the Customer in procuring hardware, software, and other products (“Third-Party Products”). 
  • Unless expressly agreed otherwise, the Customer will license or purchase these Third-Party Products directly from the manufacturer or reseller. The reseller may also be a company affiliated with FELLOWPRO. 
  • The selection of the Third-Party Product and its purchase are the sole responsibility of the Customer, unless expressly agreed otherwise in the Individual Contract with FELLOWPRO. FELLOWPRO assumes no warranty or guarantees for these Third-Party Products. 
  • FELLOWPRO, its affiliated companies, and its subcontractors reserve the right to claim additional benefits in this context, in particular commissions, discounts, or other similar advantages. This applies regardless of whether the Customer purchases these Third-Party Products directly, indirectly through FELLOWPRO as a reseller, or otherwise from third parties. Granting the utilization of these benefits does not constitute a conflict of interest. 

§ 4 Handover and Acceptance of Services

  1. Training, consulting, support, service, and maintenance services are not subject to acceptance. They are deemed rendered upon execution. 
  2. Documents (in particular concepts, specifications, and presentations) are handed over to the Customer for verification of compliance with the contract. The Customer shall notify FELLOWPRO of any need for improvement within a period of 10 working days, if necessary. FELLOWPRO will incorporate modifications within the scope of justified suggestions for improvement within a reasonable period of at least 10 working days. The correspondingly revised documents shall then be deemed created in accordance with the contract upon handover 
  3. The Customer shall inspect services under service contracts (Dienstverträge), contracts for work and services (Werkverträge), and services subject to sales law to ensure that they possess the contractually agreed quality under the agreed assumptions and conditions. The Customer shall declare acceptance of the services provided that there are only insignificant deviations from the agreed quality. 
  4. FELLOWPRO is entitled to demand partial acceptance for self-contained partial services based on work progress and is authorized to be present during the Customer’s acceptance test. 
  5. Unless otherwise agreed in writing, the inspection period is 3 weeks from the provision of the services by FELLOWPRO. The services shall be deemed accepted after the expiry of the inspection period, unless the Customer objects to the services during the inspection period by specifically naming and describing the defects and their occurrence in writing as substantially non-compliant with the contract. Commercial use of the service is equivalent to acceptance, unless the commercial use of the service is carried out by the Customer for reasons of damage mitigation. 
  6. In the case of services under sales contracts, the Customer is subject to an immediate duty of inspection and notification of defects. 

§ 5 Remuneration

  1. All prices are exclusive of the applicable statutory value-added tax (VAT) and all other applicable taxes and public charges. Invoices are due 30 calendar days after invoicing without deduction. 
  2. It is the responsibility of the Customer to comply with the import and export regulations applicable to the deliveries or services. In the case of cross-border delivery or service, the Customer shall bear any applicable customs duties, fees, and other charges. The Customer is independently responsible for handling legal or regulatory procedures in connection with cross-border deliveries or services, unless the Parties have agreed otherwise in writing. 
  3. The Customer may only set off claims against FELLOWPRO with legally established or undisputed claims. 
  4. If FELLOWPRO delivers products to the Customer on the basis of a written individual contractual agreement, the risk of accidental loss passes to the Customer upon delivery. The products remain the property of FELLOWPRO until full payment of the remuneration due for them. 

§ 6 Performance Disruptions and Warranty

  1. Services, training, consulting, support, service, and maintenance services are carried out with reasonable care and professionally by appropriately qualified personnel. 
  2. Insofar as FELLOWPRO provides works (Werkleistungen) or services to which sales contract law applies, FELLOWPRO warrants that the services provided by FELLOWPRO comply with the contractually agreed requirements with the Customer. 
  3. In the event of a defect in the contractual service, FELLOWPRO will, at its own discretion, remedy the defect or provide a new delivery. If FELLOWPRO fails to remedy the defect within two reasonable periods or if the remedy of defects fails definitively, the Customer may demand a reduction in the remuneration for the defective part. 
  4. If there is a significant deviation from the contractually agreed quality of the service, the Customer also has the right to withdraw from the contract, provided that the Customer has previously threatened this in writing. Further claims for defects are excluded. 
  5. The claim for the remedy of defects must be asserted by the Customer in writing without delay, specifically naming and describing the defect and its occurrence. The Customer is obligated to support FELLOWPRO within reasonable limits in remedying defects in services. 
  6. Claims for defects shall expire twelve months after delivery or acceptance of the services subject to the contract. 
  7. If, during work in connection with the notification of defects, it turns out that the Customer has no claim to remedy or new delivery, FELLOWPRO is entitled to invoice the expenses incurred based on time and material on the basis of the agreed prices. 

§ 7 Liability

  1. FELLOWPRO is always liable without limitation for damages caused intentionally or through gross negligence, for damages resulting from injury to life, body, or health, and to the extent that an obligation exists under the Product Liability Act. The statutory limitation periods applyin these cases. 
  2. In all other cases, FELLOWPRO is only liable for simple negligence if a material contractual obligation (Kardinalpflicht) has been breached. This liability is limited to typical contractual and foreseeable damages. 
  3. Furthermore, the liability of FELLOWPRO is limited to the liability amount agreed in the Individual Contract. Liability for consequential and indirect damages, such as lost profits, damages due to business interruption, or missed savings, is excluded. 
  4. FELLOWPRO is only liable for the loss of stored data if the Customer has ensured through a properly performed data backup that this data can be reconstructed with reasonable effort. The liability is limited in amount to the restoration expenses. 
  5. Claims for damages and claims for reimbursement of expenses shall expire within one year from the provision of the last service/from acceptance. 
  6. If FELLOWPRO is obligated to pay the Customer a contractual penalty or a monetary penalty (Malus) based on a separate written agreement, these payment obligations shall be offset against the agreed limitation of liability. 
  7. Guarantees, quality commitments, or assurances of characteristics within the meaning of §§ 443 and 444 BGB (German Civil Code) are only assumed by FELLOWPRO if they are expressly designated in writing as a “quality commitment” (Beschaffenheitszusage), “assurance of characteristics” (Eigenschaftszusicherung), “guarantees” (Garantien), or “declarations of guarantee” (Garantieerklärungen). 
  8. These liability provisions apply to all claims for damages and claims for reimbursement of expenses, regardless of their legal basis, including pre-contractual and ancillary contractual claims. 

§ 8 Right of Use

  1. The Customer receives an irrevocable, unrestricted, non-transferable, simple right of use to the work results created by FELLOWPRO within the scope of the contractual performance obligation. 

§ 9 Third-Party Proprietary Rights

  1. If a third party asserts against the Customer that a service provided by FELLOWPRO infringes industrial property rights and/or copyrights, the Customer is obligated to notify FELLOWPRO thereof in writing without delay. In the event of legal enforcement, the Customer is obligated to serve a third-party notice (Streitverkündung) to FELLOWPRO. 
  2. The defense against the asserted claim takes place by mutual agreement between the Customer and FELLOWPRO, whereby the Parties support each other. The Customer is obligated to conclude judicial or extrajudicial settlements with third parties only with a confidentiality obligation that prohibits the parties involved from disclosing the subject matter and content of the settlement to parties not involved in the conclusion of the settlement. 
  3. The Customer cannot claim any settlement amounts paid to the third party or comparable concessions against FELLOWPRO by way of damages if FELLOWPRO has not previously consented in writing to the conclusion of the settlement with the third party or to the concession. 
  4. If FELLOWPRO assumes sole defense in consultation with the Customer, FELLOWPRO reserves the sole decision as to whether and how an out-of-court settlement is brought about and, if applicable, whether and how a legal dispute is conducted or terminated. The Customer is obligated to grant FELLOWPRO all information required for an appropriate defense and to provide other reasonable support. 
  5. In the event of an infringement of industrial property rights and/or copyrights, FELLOWPRO will, at its own choice and expense, either procure the necessary right for the Customer to use the service or modify the service free of infringement. If this is not possible under economically reasonable conditions, FELLOWPRO will take back the service against reimbursement of the remuneration paid for it by the Customer, minus a reasonable usage fee. 
  6. Furthermore, FELLOWPRO will indemnify the Customer against all legal and court costs legally imposed due to the infringement of third-party property rights, as well as legally established claims for damages. 
  7. FELLOWPRO is only liable for the infringement of third-party rights within the European Union and at the place of the contractually intended use of the service. FELLOWPRO is not liable for the infringement of industrial property rights or copyrights if this is based on a modification of the results of the services that was not entirely or partially executed or authorized by FELLOWPRO. 
  8. FELLOWPRO is further not liable for infringements of property rights resulting from a use not contractually intended for the respective results of the services. 

§ 10 Confidentiality and Data Protection

  1. The Parties are obligated to treat business and trade secrets of the other party, as well as information designated as confidential that becomes known in connection with the execution of the contract, as confidential and not to pass them on to third parties. 
  2. The Parties comply with data protection regulations; in particular, they will only employ persons for the fulfillment of services who are obligated in writing to data secrecy in accordance with § 5 sentence 2 BDSG (German Federal Data Protection Act). 
  3. Insofar as FELLOWPRO processes or uses personal data of the Customer during the execution of an Individual Contract, FELLOWPRO acts on behalf of the Customer within the meaning of § 11 BDSG. In this case, the Parties will make a regulation in the Individual Contract that meets the requirements of §§ 9 and 11 BDSG. 
  4. The Customer agrees that FELLOWPRO processes the Customer’s data required for business transactions in compliance with data protection regulations. 

§ 11 Reference Permission, Non-Solicitation

  1. The Customer permits FELLOWPRO to publicly refer to the basic subject matter of the activity as a reference, using the Customer’s logo. 
  2. The Customer is not permitted to solicit employees of FELLOWPRO during the term of the Individual Contract and for a period of one year after its termination. 

§ 12 Term and Termination

  1. Service contracts (Dienstverträge) and in particular contracts for the provision of maintenance services are concluded for the term agreed in the Individual Contract. If a term has not been agreed, they are concluded for an indefinite period. Service contracts without a fixed term may be terminated by either party by giving 3 months’ ordinary notice at any time. 
  2. Service contracts and in particular contracts for the provision of maintenance services with a term agreed in the Individual Contract may only be terminated prior to the expiry of the agreed term by giving 3 months’ notice if one party acts in breach of a material agreement of the contract and fails, upon written warning by the other party, to remedy the breach within a period which, as a rule, shall not be less than 3 months. 
  3. In the case of contracts for work and services (Werkverträge), each party is entitled, provided that it has previously threatened to do so in writing, to terminate the contract by giving 3 months’ notice if the other party acts in breach of a material agreement of the contract and fails to remedy the breach within a period which, as a rule, shall not be less than 3 months. § 649 BGB (German Civil Code) is excluded. 
  4. In the event of a termination, FELLOWPRO retains the claim to remuneration for all services rendered until the termination becomes effective. If FELLOWPRO has entered into reasonable contractual obligations towards third parties or made other investments with regard to the  performance of the respective individual Contract, and if these are no longer required  as a result of the termination issued by the Customer, the Customer shall reimburse FELLOWPRO for the unavoidable costs incurred by FELLOWPRO as a result of such contractual obligations. 
  5. The right to terminate for good cause wichtiger Grund) pursuant to § 314 BGB remains unaffected. 
  6. Each party is furthermore entitled to terminate a contract if the financial situation of the other party deteriorates significantly or if it fails to meet its payment obligations under this contract several times in succession. 

§ 13 Severability Clause

  1. Should any provision of the Individual Contract or of these General Terms and Conditions be or become invalid or contain a loophole, the legal validity of the remaining provisions shall remain unaffected thereby. In this case, the Parties undertake to agree upon a legally valid provision that comes as close as possible to the economic objective of the invalid clause. 

§ 14 Written Form Requirement

  1. Amendments or supplements to the contractual agreements must be made in writing, which requirement is met by telefax but not by email without a digital signature. 
  2. The place of jurisdiction for all disputes arising out of and in connection with the business relationship entered into is Munich, Germany. 

§ 15 Applicable Law and Place of Jurisdiction

  1. German law shall apply, to the exclusion of the UN Convention on Contracts for the International Sale of Goods (CISG).
  2. The place of jurisdiction for all disputes arising out of and in connection with the business relationship entered into is Munich, Germany.