General Terms and Conditions of LOGANDO for Business Customers (as of May 2025)
I. General Provisions
§ 1 Scope of Application
(1) The company Logando Display & Media Solutions GmbH, Pötzschker Weg 10, 04179 Leipzig (“LOGANDO”), provides its deliveries and services in business transactions with entrepreneurs, legal entities under public law, or special funds under public law exclusively based on these General Terms and Conditions (“GTC”), unless otherwise agreed in individual contracts (such as purchases via eBay). Wherever the term “service” or “services” is used below, it refers to all deliveries and services of any kind rendered by LOGANDO to the customer. If the masculine form is used to refer to persons, it shall—unless explicitly stated otherwise—also include female and non-binary persons.
(2) LOGANDO does not provide services under these GTC to consumers as defined in § 13 of the German Civil Code (BGB). The GTC also apply to all pre-contractual obligations and future contracts related to the services mentioned in paragraph 1, even if not expressly agreed again. For future contracts, not the present but the most recent version of the GTC shall apply, provided LOGANDO has informed the customer about the existence of the newer version before or at the time of contract conclusion and how the customer can easily access its content.
(3) If the customer does not wish to accept these GTC, they must notify LOGANDO in writing before or at the time of contract conclusion. Any deviating (purchase) terms and conditions of the customer or third parties are hereby rejected. Such terms shall not apply even if LOGANDO does not expressly object to them in an individual case or refers to correspondence that includes or references such terms and conditions.
(4) Even in the case of repeated deliveries, no dealership agreement or other distribution contract is concluded between the parties. Exclusivity or territorial protection is also not agreed upon. Such arrangements must be made in writing; this also applies to any agreement to waive the requirement of the written form. The application—also by analogy—of commercial agency law is excluded.
(5) References to the applicability of statutory provisions are for clarification purposes only. Even without such clarification, statutory provisions shall apply unless they are directly modified or expressly excluded by these GTC.
§ 2 Definitions
For the purposes of these GTC:
1. Business Day means Monday through Friday, excluding public holidays in Saxony and also excluding December 24 and December 31;
2. Order means a binding offer by the customer to conclude an individual contract;
3. Individual Contract refers to the contract concluded on a case-by-case basis within the scope of these GTC;
4. Error means a functional impairment, even if it does not constitute a „defect“ within the meaning of the law;
5. Free License means a royalty-free usage license that permits the use, redistribution, and modification of copyrighted works under certain conditions specified in the license terms (e.g., in the case of open-source software under the BSD License or images under the Creative Commons License);
6. Regular Business Hours means 9:00 a.m. to 6:00 p.m. (CET) on business days.
§ 3 Individual Contract
An individual contract, and thus a binding agreement regarding specific services, is concluded either through an order confirmation by LOGANDO, through conclusive conduct (in particular if LOGANDO begins providing the agreed services after receiving the order), or when the customer accepts a binding offer from LOGANDO. The product and service descriptions provided by LOGANDO do not constitute binding offers. The customer is bound by an order for a period of 14 days.
§ 4 Scope of LOGANDO’s Services
(1) The specific content of the services owed by LOGANDO is determined by the individual contract, including any agreed amendments or supplements to the contract.
(2) LOGANDO is entitled to make minor deviations from the agreed service delivery, provided that such deviations do not impair the quality of the service and are reasonable for the customer.
(3) Product descriptions, illustrations, test programs, etc., are service descriptions and do not constitute guarantees of specific properties. Any guarantee requires written form to be valid and may only be issued effectively by a managing director or authorized signatory (“Prokurist”) of LOGANDO. Other LOGANDO employees are not authorized to make guarantees.
(4) As long as LOGANDO’s services are provided free of charge, they are entirely voluntary and the customer has no claim to continued provision of such services. LOGANDO reserves the right to discontinue free services at any time without prior notice.
(5) LOGANDO may render its services through third parties.
(6) All personnel deployed by LOGANDO at or for the customer remain organizationally assigned to LOGANDO, even if they are deployed at the customer’s site for an extended period. Only LOGANDO has authority to issue instructions to its employees. Any directions given by the customer are considered suggestions and are only binding if LOGANDO adopts and relays them to its staff as binding instructions. The customer shall communicate any suggestions regarding service delivery solely to the designated responsible contact person at LOGANDO and/or their deputy (see Section VI, § 47). The personnel deployed by LOGANDO do not enter into an employment relationship with the customer, even if they perform services on the customer’s premises.
§ 5 Place of Service Provision by LOGANDO
Unless otherwise agreed in an individual contract, LOGANDO performs all services at its business location. Where service delivery requires access to the customer’s systems, this is generally done via remote maintenance.
§ 6 Remuneration and Incidental Costs
(1) Prices are based on the individual contract, including any agreed amendments or supplements.
(2) In the absence of an explicit pricing agreement, prices are based on the current price list valid at the time the individual contract is concluded, which can be requested from LOGANDO at any time.
(3) If the parties have agreed on daily rates or person-days as part of time-based remuneration, LOGANDO owes a maximum of eight person-hours per calendar day under that agreement. If LOGANDO performs additional person-hours on the same day, these are to be compensated proportionately, unless the extra time clearly contradicts the customer’s expressed wishes or objective interests. For hourly rates, charges are calculated per each started 15-minute increment.
(4) The stated prices are exclusive of insurance, packaging, and shipping costs, any applicable taxes, duties, and tariffs in cross-border trade, payment transaction fees, and the applicable statutory VAT.
(5) Unless otherwise agreed, the customer shall reimburse all expenses against proof, such as travel and accommodation costs, per diems, and fees charged by third parties during contract execution. Travel time is billable. Accommodations must be booked or reimbursed by the customer considering the following minimum standards:
• Accommodation in a hotel rated at least 3 stars according to local classification;
• Online hotel rating in the range of “good” to “very good” (e.g., on platforms like Booking, Google, etc.);
• No accommodation in hostels, shared rooms, or basic guesthouses;
• For stays longer than four nights, a refrigerator must be available in the room; an apartment with a kitchen is preferred;
• The accommodation must be no more than 10 km from the place of work or event location;
• Hotel stays must include breakfast in the price; additional food costs may apply for apartment bookings;
• Parking must be available either directly at the accommodation or within walking distance (max. 500 m).
If adherence to any of these criteria is not possible or reasonable in a particular case, this must be agreed upon with the contractor in advance.
(6) If the parties have not agreed on remuneration for a LOGANDO service which the customer, under the circumstances, could only expect to be rendered for a fee, the customer shall pay the usual remuneration for such service. In case of doubt, LOGANDO’s standard rates are considered the usual remuneration.
(7) Costs arising from subsequent changes to the scope of services initiated by the customer will be charged separately.
§ 9 Reminders and Setting of Deadlines by the Customer, Requirement of Fault in the Event of Withdrawal or Termination
(1) The termination of further service obligations due to performance disruptions (e.g., withdrawal, termination for good cause, or compensation in lieu of performance), as well as a reduction in the agreed remuneration by the customer, must — without prejudice to other legal requirements — always be threatened in advance, stating the reason and setting a reasonable deadline for rectification. Termination or reduction becomes effective only after the unsuccessful expiration of this deadline. In cases under § 323 (2) of the German Civil Code (BGB), setting a deadline may be waived.
(2) All declarations by the customer in this context — especially reminders and deadline settings — must be made in writing to be effective. The grace period must be reasonable. A period of less than two weeks set by the customer is only appropriate in cases of particular urgency.
(3) In the event of a breach of duty that does not constitute a defect, the customer may only withdraw from or terminate the contract if LOGANDO is responsible for the breach.
§ 10 Price Adjustments
(1) In the case of continuing obligations, the ongoing remuneration may be adjusted annually in line with price developments, provided that the Consumer Price Index of the German Federal Statistical Office has changed by at least one percentage point since the beginning of the contract or, in the case of previous price changes, since the last adjustment.
(2) The party seeking an adjustment may propose a new price in text form to the other party before the start of the new contract year. The proposed adjustment must take into account the principles of fairness and reflect the change in the Consumer Price Index. The other party may accept or reject the proposal in text form within one month.
(3) In the event of rejection, the amount of the adjustment is to be determined by a publicly appointed and sworn expert, based on the above-mentioned standards. Upon request by the party seeking the adjustment, the expert shall be appointed by the Chamber of Industry and Commerce (IHK) responsible for LOGANDO’s registered office. The expert’s decision, acting as an arbitrator, is binding on both parties, without prejudice to the right to challenge the decision on grounds of obvious inaccuracy. The costs of the expert shall be borne equally by both parties.
(4) If the other party accepts the proposal or if the expert determines the adjustment, the new price shall apply — including retroactively — from the first month of the new contract year.
(5) The parties’ rights to adjust or terminate the contract due to a disruption of the basis of the contract (§ 313 BGB) remain unaffected by the above clauses. The parties agree that an inflation rate exceeding the usual range constitutes such a disruption, entitling LOGANDO to request a price adjustment or, if the conditions of § 313 (3) BGB are met, to terminate the affected contract, even without fulfilling the requirements of the previous paragraphs.
§ 11 Set-off, Right of Retention, and Assignment
(1) The customer is only entitled to set-off or to exercise a right of retention if their counterclaims are due and either legally established, undisputed, or ready for decision. However, the customer is also entitled to set-off without meeting the additional requirements of sentence 1 if they are offsetting against a claim by LOGANDO that is reciprocally related to the customer’s own claim (e.g., set-off with a damages claim due to non-performance or delay against a claim for payment of the agreed remuneration).
(2) Except within the scope of § 354a of the German Commercial Code (HGB), the customer may assign claims against LOGANDO to third parties only with LOGANDO’s prior written consent, unless LOGANDO has no legitimate interest in prohibiting the assignment.
§ 12 Customer Contributions, Free Licenses
(1) If the customer provides materials (e.g., texts, graphics, images, videos, third-party software including those under free licenses) that may be subject to third-party rights (e.g., copyrights, industrial property rights, personal rights), the customer is obligated to clarify and obtain the necessary rights beforehand to the extent required for achieving the purpose of the contract. In particular, the customer shall verify prior to providing such materials that they hold the necessary rights for usage under the contract, both for themselves and for use by LOGANDO in fulfilling the contract. Upon request, the customer must promptly prove that they hold or have acquired the necessary rights.
(2) LOGANDO is not obligated to verify whether the customer has sufficiently acquired such rights.
(3) The customer shall indemnify LOGANDO for any damages resulting from third-party claims due to infringement of intellectual property or other rights, unless the customer is not responsible for such infringement. The customer shall also indemnify LOGANDO from any disadvantages arising from such claims due to wrongful conduct attributable to the customer.
(4) If expedient for fulfilling the contract, LOGANDO may, on the customer’s behalf, copy and provide materials under a free license from publicly accessible sources. No separate authorization from the customer is required for this. Upon request, LOGANDO will at any time inform the customer about which materials under a free license have been or will be used. Paragraphs 1 to 3 apply accordingly, but only from the moment LOGANDO has informed the customer of the use of the respective material and the customer has had a reasonable opportunity to verify rights clearance.
§ 13 Change Request Procedure
(1) If the customer wishes to change the scope of services to be provided by LOGANDO as contractually agreed, the customer shall communicate this request to LOGANDO. The subsequent procedure follows the provisions below. For change requests that can be quickly reviewed and are likely to be implemented within 8 person-hours, LOGANDO may bypass the procedure in paragraphs 2 to 6 and implement the changes directly. The customer may withdraw their change request at any time; the change procedure then ends.
(2) LOGANDO will examine the change request. The review particularly covers feasibility and implementation aspects, including the impact on remuneration and timelines.
(3) After reviewing the change request, LOGANDO will inform the customer of the outcome. The notification will include either a proposal for implementing the requested change or an explanation of why the change cannot be implemented.
(4) The parties will promptly coordinate on the content of the implementation proposal and should document the outcome at least in text form.
(5) If no agreement is reached or the change procedure ends for another reason, the originally agreed scope of services remains in effect.
(6) The deadlines and dates affected by the change procedure are postponed by the duration of the review of the change request, the coordination over the proposal, and, if applicable, the time required to implement the change, plus a reasonable start-up period — all without requiring explicit notice.
(7) The customer shall reimburse LOGANDO for the effort arising from the review of the change request, the preparation of the proposal, and any resulting downtime. Likewise, the customer must compensate LOGANDO for the additional effort involved in implementing the changes. The compensation is governed by § 6 (“Remuneration, Incidental Costs”), in particular its paragraphs 1, 2, and 6.
(8) LOGANDO may also submit its own proposals to the customer regarding changes to services, schedules, or previously agreed remuneration. Paragraphs 3 to 6 and paragraph 7, sentences 2 and 3, apply accordingly.
§ 11 Set-off, Right of Retention, and Assignment
(1) The customer is only entitled to set-off or to exercise a right of retention if their counterclaims are due and either legally established, undisputed, or ready for decision. However, the customer is also entitled to set-off without meeting the additional requirements of sentence 1 if they are offsetting against a claim by LOGANDO that is reciprocally related to the customer’s own claim (e.g., set-off with a damages claim due to non-performance or delay against a claim for payment of the agreed remuneration).
(2) Except within the scope of § 354a of the German Commercial Code (HGB), the customer may assign claims against LOGANDO to third parties only with LOGANDO’s prior written consent, unless LOGANDO has no legitimate interest in prohibiting the assignment.
§ 12 Customer Contributions, Free Licenses
(1) If the customer provides materials (e.g., texts, graphics, images, videos, third-party software including those under free licenses) that may be subject to third-party rights (e.g., copyrights, industrial property rights, personal rights), the customer is obligated to clarify and obtain the necessary rights beforehand to the extent required for achieving the purpose of the contract. In particular, the customer shall verify prior to providing such materials that they hold the necessary rights for usage under the contract, both for themselves and for use by LOGANDO in fulfilling the contract. Upon request, the customer must promptly prove that they hold or have acquired the necessary rights.
(2) LOGANDO is not obligated to verify whether the customer has sufficiently acquired such rights.
(3) The customer shall indemnify LOGANDO for any damages resulting from third-party claims due to infringement of intellectual property or other rights, unless the customer is not responsible for such infringement. The customer shall also indemnify LOGANDO from any disadvantages arising from such claims due to wrongful conduct attributable to the customer.
(4) If expedient for fulfilling the contract, LOGANDO may, on the customer’s behalf, copy and provide materials under a free license from publicly accessible sources. No separate authorization from the customer is required for this. Upon request, LOGANDO will at any time inform the customer about which materials under a free license have been or will be used. Paragraphs 1 to 3 apply accordingly, but only from the moment LOGANDO has informed the customer of the use of the respective material and the customer has had a reasonable opportunity to verify rights clearance.
§ 13 Change Request Procedure
(1) If the customer wishes to change the scope of services to be provided by LOGANDO as contractually agreed, the customer shall communicate this request to LOGANDO. The subsequent procedure follows the provisions below. For change requests that can be quickly reviewed and are likely to be implemented within 8 person-hours, LOGANDO may bypass the procedure in paragraphs 2 to 6 and implement the changes directly. The customer may withdraw their change request at any time; the change procedure then ends.
(2) LOGANDO will examine the change request. The review particularly covers feasibility and implementation aspects, including the impact on remuneration and timelines.
(3) After reviewing the change request, LOGANDO will inform the customer of the outcome. The notification will include either a proposal for implementing the requested change or an explanation of why the change cannot be implemented.
(4) The parties will promptly coordinate on the content of the implementation proposal and should document the outcome at least in text form.
(5) If no agreement is reached or the change procedure ends for another reason, the originally agreed scope of services remains in effect.
(6) The deadlines and dates affected by the change procedure are postponed by the duration of the review of the change request, the coordination over the proposal, and, if applicable, the time required to implement the change, plus a reasonable start-up period — all without requiring explicit notice.
(7) The customer shall reimburse LOGANDO for the effort arising from the review of the change request, the preparation of the proposal, and any resulting downtime. Likewise, the customer must compensate LOGANDO for the additional effort involved in implementing the changes. The compensation is governed by § 6 (“Remuneration, Incidental Costs”), in particular its paragraphs 1, 2, and 6.
(8) LOGANDO may also submit its own proposals to the customer regarding changes to services, schedules, or previously agreed remuneration. Paragraphs 3 to 6 and paragraph 7, sentences 2 and 3, apply accordingly.
(3) If a fixed term or specific termination date is specified in the individual contract, the contract shall end upon reaching that point in time. The parties should therefore initiate timely discussions regarding the possibility and terms of a contract extension.
(4) An individual contract that constitutes a continuing obligation, under which recurring services and counter-services are to be provided on an ongoing basis, and which does not specify any contractual term or notice period, may be terminated with three months’ notice to the end of a calendar month.
(5) The right to terminate for good cause remains unaffected. LOGANDO may terminate for good cause in particular if:
a) the customer breaches material contractual obligations or essential duties under the contract;
b) there are indications raising objective doubts about the customer’s financial solvency;
c) there is a material direct or indirect change in the customer’s ownership structure (“change of control”), including through contractual arrangements such as shareholder agreements, control or trust agreements. For clarity, the mere appointment of an insolvency administrator does not constitute a change of control; in any case, the customer is obliged to promptly inform LOGANDO of any such changes;
d) an appropriate grace period for payment set due to customer’s default expires without success, or in cases where the customer owes recurring monthly payments and is in default for two consecutive due dates with the full or a substantial part of the payment, or over a longer period is in default with an amount equal to two months’ remuneration;
e) there is a breach of confidentiality or data protection obligations under § 22 of these GTCs;
f) there is any other significant breach of contractual obligations.
(6) Any termination of an individual contract must be made in text form.
§ 17 Error Classes
(1) The parties define the following error classes:
Error Class Description Examples
Class 1 Operationally Blocking Defects The defect prevents the operation of the contractual delivery or service, and no workaround is available. Disruptions of central functions that lead to a complete failure.
Class 2 Operationally Blocking Defects The defect significantly hinders the operation of the contractual delivery or service, but usage is still possible with workarounds or with temporarily acceptable limitations or difficulties. Despite a malfunction in a central function, the intended effects can still be achieved through a workaround.
A less central function fails; although no workaround is available, meaningful work is still possible with limitations. Frequent outages or system crashes, significantly reduced performance.
Class 3 Other Defects Other defects (Superficial) defects.
Errors in the (contractually required) documentation that do not cause consequential errors.
Defcts in usability.
Individual functions take too long by current technical standards, without causing unacceptable impairments.
Short-term or otherwise acceptable performance degradation.
(2)
(2) If defects classified as Class 3, taken together, lead to more than a minor impairment of usability, these defects may collectively be classified as a Class 1 or Class 2 defect.
§ 18 Material Defects
(1) The delivery or service must have the agreed quality, be suitable for the contractually intended use, or for ordinary use, and must have the quality that is usual for deliveries or services of this type.
(2) Claims for material defects are excluded, particularly in the following cases:
a) In contractual relationships where the law does not provide for material defect claims, such as service contracts;
b) Deliveries and services from LOGANDO for which the customer does not owe a consideration;
c) Only insignificant deviations from the agreed quality and only insignificant impairments of usability;
d) Impairments caused by use outside the agreed environmental conditions, misuse, unauthorized modifications, faulty transport, faulty installation, faulty storage, or use of replacement parts or consumables not complying with original specifications by the customer or any item or service provided by the customer, unless LOGANDO is responsible;
e) Defects that the customer was unaware of due to gross negligence at the time of contract conclusion;
f) A delivery or service made to an area outside the Federal Republic of Germany or if the delivery or service is intended to be resold or used in a foreign territory, to the extent that the delivery or service violates technical standards, legal, or other regulatory provisions in that territory that LOGANDO neither knew nor should have known about; LOGANDO is not obligated to examine the specifics of foreign law;
g) A contract for the delivery of used goods.
Other statutory or contractual exclusions of defect claims remain unaffected.
(3) The customer will assist LOGANDO in error analysis and defect remediation by specifically describing the issues that arise and providing LOGANDO with comprehensive information. The customer must grant LOGANDO the necessary time and opportunity to examine the alleged defect and to remedy the defect. If the item is movable, the customer must send the disputed item to LOGANDO for examination or have it available for examination on-site, according to LOGANDO’s choice.
(4) Defect remediation is carried out, at LOGANDO’s choice, by eliminating the defect on-site, at LOGANDO’s premises, or by delivering an item free of defects. The customer must tolerate at least three attempts at defect remediation. If defect remediation can be done remotely and is reasonable for the customer, LOGANDO may perform the remediation via remote support; in such cases, the customer is responsible for providing the necessary technical conditions at their own expense and granting LOGANDO access to the necessary electronic systems, after prior notice.
(5) Defect remediation may be carried out temporarily until the final defect remediation, which is to be completed within a reasonable time, by LOGANDO proposing ways to avoid the impact of the defect, in the form of a workaround, as long as and to the extent that this is reasonable for the customer.
(6) If the item is located at a different site than the designated location for its use, the customer must bear any additional expenses that arise for the examination of the defect and its remediation.
(7) If a defect reported by the customer cannot be determined or if LOGANDO, particularly under subsection 2 sentence 1 lit. d), is not responsible for the impairment, the customer must bear LOGANDO’s costs according to the agreed or customary prices, unless the lack of defect was not recognizable to the customer.
(8) In the case of defects in items supplied or manufactured by third parties, which are part of LOGANDO’s delivery or service and which LOGANDO cannot remediate for licensing or factual reasons, LOGANDO will, at its discretion, assert its defect claims against the third party or assign them to the customer. Defect claims under this § 18 against LOGANDO exist only in the case of assignment of defect claims to the customer, if the judicial enforcement of the aforementioned claims against the third party has been unsuccessful, and the customer is not at fault, or if, for example, it is hopeless due to insolvency. During the duration of the legal dispute, the statute of limitations for the customer’s respective defect claims against LOGANDO is suspended. LOGANDO will reimburse the customer for any court costs that are recoverable under the applicable cost laws, provided that the customer and their legal representatives deemed them necessary and could not recover them from the third party.
(9) In the case of the provision of goods or other temporary usage rights, the customer cannot reduce the ongoing remuneration due to defects. Any existing right to claim back payments made in advance remains unaffected. A claim for damages or reimbursement of wasted expenses due to a defect existing at the time of contract conclusion exists only if LOGANDO is responsible for the defect; liability for initial defects under § 536a para. 1 BGB, possibly in connection with § 548a BGB, is excluded.
(10) The exclusions and limitations of the customer’s rights under this § 18 do not apply if LOGANDO has acted fraudulently or has provided a warranty for the quality of the item.
(11) The extent and amount of liability for damages and reimbursement of wasted expenses due to a material defect for which LOGANDO is responsible are governed by § 20 („Liability of LOGANDO“).
§ 19 Legal Defects
(1) LOGANDO guarantees, subject to any contrary agreement in the individual contract, that the delivery or service does not infringe any third-party rights within the European Economic Area (EEA) and Switzerland. LOGANDO is only obligated to examine third-party industrial property rights or other intellectual property within the area mentioned in sentence 1.
(2) In the case of delivery or service to a territory outside of the one mentioned in paragraph 1, sentence 1, or if the delivery or service is intended to be resold or used in such a territory, a legal defect due to conflicting industrial property rights or other third-party intellectual property exists only if LOGANDO knew or should have known about it at the time of contract conclusion. The customer is therefore responsible for conducting the necessary research on intellectual property rights before delivery or use abroad.
(3) In the case of legal defects, LOGANDO remedies the defect at its discretion by:
a) Modifying or replacing the delivery or service in such a way that the legal defect is eliminated, and this does not lead to a reduction in quality, quantity, or value, and remains reasonable for the customer, or
b) Providing the customer with the right to use by concluding a licensing agreement.
(4) The customer must notify LOGANDO immediately in writing if third parties assert intellectual property rights (e.g., copyright, trademark, or patent rights) over the delivery or service. The customer authorizes LOGANDO to handle the dispute with the third party exclusively. If LOGANDO exercises this authorization, the customer may not acknowledge the third party’s claims without LOGANDO’s consent. LOGANDO will defend the third-party claims. If the customer is responsible for the assertion of the intellectual property violation (e.g., due to improper use or failure to conduct intellectual property searches), the customer will indemnify LOGANDO from all reasonable costs incurred in defending such claims and reimburse LOGANDO for all resulting damages and expenses; in this case, LOGANDO is entitled to receive an appropriate advance payment.
(5) The scope and extent of LOGANDO’s liability for damages and reimbursement of wasted expenses due to a legal defect for which LOGANDO is responsible are governed by § 20 („Liability of LOGANDO“).
(6) § 18, paragraph 2, sentence 1 lit. a), b), d) and e), sentence 2, as well as paragraphs 8, 9, and 10 apply accordingly.
§ 20 Liability of LOGANDO
(1) LOGANDO’s liability for damages, regardless of the legal basis (e.g., impossibility, delay, defective or incorrect delivery or service, breach of contract, and tort), is limited according to this § 20 („Liability of LOGANDO“), provided that liability requires fault on the part of LOGANDO.
(2) LOGANDO’s liability for simple negligence is excluded, unless it concerns the breach of an essential contractual obligation, the fulfillment of which makes the proper execution of the contract possible in the first place, and upon which the customer could reasonably rely, and whose non-fulfillment jeopardizes the achievement of the contract’s purpose (so-called „cardinal obligation“). In the event of the violation of such an essential contractual obligation, LOGANDO’s liability for simple negligence is limited to foreseeable, typical contractual damages at the time of contract conclusion. However, LOGANDO’s liability for simple negligence is capped at the liability limits agreed upon in the individual contract.
(3) In the case of gross negligence, LOGANDO’s liability is limited to foreseeable, typical contractual damages at the time of contract conclusion.
(4) The above exclusions and limitations of liability in paragraphs 2 and 3 also apply retroactively to claims arising from the breach of duties during contract negotiations.
(5) To the extent that LOGANDO is not directly responsible for taking data backup measures, the foreseeable typical damage in the event of data loss is the typical cost of data recovery. The typical recovery cost is based on the damage that would have occurred had the customer taken reasonable precautionary measures, using the care of a diligent businessperson.
(6) If the breach of duty by LOGANDO concerns deliveries and services that LOGANDO provides free of charge to the customer (e.g., as part of a donation, loan, or gratuitous business management, as well as mere favors), liability for simple negligence is entirely excluded. Furthermore, in this case, LOGANDO is not liable for gross negligence if the customer is an entrepreneur, a public-law legal entity, or a public-law special asset. If LOGANDO provides technical advice or consultancy services after the conclusion of the contract and such advice or consultancy does not fall under the contractually agreed scope of performance, it is provided free of charge and without liability for negligent misinformation or advice.
(7) The exclusions and limitations of liability in this § 20 („Liability of LOGANDO“) apply equally to claims for reimbursement of wasted expenses as well as indemnity claims.
(8) The exclusions and limitations of liability in this § 20 („Liability of LOGANDO“) also apply in the same way to LOGANDO’s executives, legal representatives, employees, and other agents.
(9) The exclusions and limitations of liability in this § 20 („Liability of LOGANDO“) do not apply to LOGANDO’s liability for intentional conduct, for injury to life, body, or health, in cases of fraudulent misrepresentation, in cases of warranty assumption, or in cases of claims under the Product Liability Act.
§ 21 Supplier Recourse
(1) The statutory regulations regarding supplier recourse are excluded to the following extent:
1. §§ 478, 445a, 445b, or §§ 445c, 327 Paragraph 5, 327u BGB do not apply if, for example, in the context of a quality assurance agreement, LOGANDO and the customer have agreed on an equivalent compensation.
2. § 445a Paragraph 1 and Paragraph 2 BGB do not apply if the end delivery of the newly manufactured goods is made to an entrepreneur. In no case will the parties apply § 445a Paragraph 1 or Paragraph 2 BGB if the newly manufactured goods were traded across borders at any point in the supply chain (international supply chain).
3. If the end delivery of the newly manufactured goods is made to an entrepreneur, the limitation period under § 445b Paragraph 1 BGB is shortened to six months.
4. If the end delivery of the newly manufactured goods is made to an entrepreneur, the suspension of the limitation period under § 445b Paragraph 2 BGB ends no later than three years after LOGANDO delivered the goods to the customer.
(2) Otherwise, the statutory regulations regarding supplier recourse remain applicable.
(3) The scope and extent of liability for damages and reimbursement of wasted expenses are governed by § 20 („Liability of LOGANDO“).
§ 22 Statute of Limitations for Customer Claims
(1) The statute of limitations for claims by the customer against LOGANDO is:
a) For claims arising from defects in the goods or legal defects concerning the refund of the payment due to withdrawal or reduction, one year from the submission of the effective withdrawal or reduction declaration. Withdrawal or reduction are only effective if declared within the periods mentioned in (b) for material defects and (c) for legal defects.
b) For claims arising from material defects, which do not involve the refund of payment due to withdrawal or reduction, one year.
c) For claims arising from legal defects, which do not involve the refund of payment due to withdrawal or reduction, two years. If the legal defect involves an exclusive right of a third party, under which the third party can demand the return or destruction of the goods delivered to the customer, the statutory limitation period applies.
d) For claims not based on material or legal defects, such as claims for the refund of payments, damages, or reimbursement of wasted expenses, two years.
(2) The limitation period begins, subject to any deviating individual contract agreement, in the cases of (1)(b) and (c) according to the statutory provisions, particularly those of the applicable defect liability law, and in the case of (1)(d) from the time when the customer became aware of or should have become aware of the circumstances that give rise to the claim with due diligence. Subsequent delivery or repair does not initiate a new limitation period or extend the limitation period, unless LOGANDO has exceptionally made an acknowledgment in the sense of § 212 Paragraph 1 No. 1 BGB. The statute of limitations expires at the latest upon the expiration of the maximum periods specified in § 199 BGB.
(3) Contrary to the above, the statutory limitation provisions apply:
a) In the cases mentioned in § 20 Paragraph 9,
b) In the case of gross negligence for claims for damages, reimbursement of wasted expenses, and indemnity claims,
c) For claims due to defects in the cases of § 438 Paragraph 1 No. 2 BGB and § 634a Paragraph 1 No. 2 BGB,
d) For claims for the reimbursement of expenses after the termination of a lease agreement,
e) For all other claims not mentioned in Paragraph 1.
§ 23 Confidentiality and Data Protection
(1) The customer agrees to treat the contents of the individual contracts concluded based on these terms and conditions, as well as all information and insights obtained in connection with contract negotiations and execution, confidentially, if they are, according to the express request of LOGANDO and/or based on the circumstances of the individual case, identifiable as needing confidentiality. The customer will not disclose this information to third parties unless it is necessary for the execution of the contract, or the disclosure is required by law or has been ordered by a court or authority. The customer will inform LOGANDO in advance of any forced disclosure, provided this is legally permissible, and will limit the disclosure to the necessary extent. Further statutory confidentiality obligations remain unaffected.
(2) The customer will comply with the applicable data protection regulations. This includes, among other things, implementing technical security measures that are up to date with the current state of the art (Article 32 GDPR) and the obligation of employees to maintain the confidentiality of personal data (Article 28 Paragraph 3 lit. b) GDPR).
(3) The obligations of confidentiality according to paragraph 1 and the compliance with data protection obligations according to paragraph 2 apply indefinitely.
(4) Any confidentiality agreement previously concluded or to be concluded between the parties takes precedence over this § 23 in case of doubt.
§ 24 Contractual Penalty
In the event of a culpable violation of a duty under § 23 („Confidentiality and Data Protection“), the customer agrees to pay LOGANDO a contractual penalty, which LOGANDO will determine in each individual case at its reasonable discretion. If there is a dispute about the appropriateness of the penalty, it will be reviewed by the competent court. The obligation to pay a contractual penalty for a violation of a duty under § 23 („Confidentiality and Data Protection“) is, however, limited to violations within five years after the execution of the last individual contract concluded based on these terms and conditions. Further claims for damages are not excluded by the contractual penalty.
§ 25 No Obligation for LOGANDO to Pay Contractual Penalties
LOGANDO is not obligated to pay a contractual penalty to the customer for any reason, regardless of the legal grounds. This also applies, in particular, in the event of LOGANDO’s delay.
II. Purchase
§ 26 Object of the Contract
(1) As far as LOGANDO sells goods to the customer, particularly media technology, the details, especially concerning the quality and scope of the services, are specified in the individual contract.
(2) If a user manual or other documentation is due, it will be delivered, unless otherwise agreed in the individual contract, in a common file format (e.g., PDF, Word, TXT).
(3) Other services related to the purchased goods, such as assembly, installation, setup, and maintenance, are only owed if stipulated in the individual contract.
§ 27 Delivery, Transfer of Risk, Cost Assumption, Partial Deliveries
(1) Unless otherwise agreed (e.g., an agreement on INCOTERMS) in the individual contract, all deliveries are made at the customer’s risk and expense under the terms of a shipment purchase. The risk of accidental loss or accidental deterioration of the goods transfers to the customer as soon as LOGANDO hands the goods over to the person designated to carry out the transport. Delivery is also at the customer’s risk if LOGANDO does not use an external transport provider but employs its own staff for transportation; however, accidental loss or deterioration of the goods does not occur in this case if LOGANDO’s employee is responsible for it. It is clarified that the provisions of this paragraph also apply to the transfer of risk in the case of deliveries under a contract for work and services involving replaceable or non-replaceable goods.
(2) If the details of the delivery are not regulated in the individual contract, LOGANDO is entitled to determine the method of shipping, including the carrier, packaging, and shipping route. Shipments are generally only made within the European Union. If, in an individual case, goods are shipped to a country outside the European Union, the customer is responsible for proper customs clearance and bears the associated costs and any other costs related to the import.
(3) LOGANDO is entitled to make partial deliveries if the partial delivery can be used by the customer for the contractual purpose, the delivery of the remaining ordered goods is ensured, and no significant additional effort or costs arise as a result, unless LOGANDO agrees to bear these costs. The customer’s statutory rights regarding timely delivery are not affected by this.
§ 28 Return of Special Packaging
The customer is entitled to return transport packaging and other special packaging within the meaning of § 15 Abs. 1 Satz 1 Verpackungsgesetz (Packaging Act, VerpackG) to LOGANDO. The return location is, unless otherwise agreed in the individual contract, LOGANDO’s company headquarters. The customer is responsible for the costs of returning the packaging. The customer will coordinate the timing and method of the return with LOGANDO in advance. LOGANDO will reuse or properly dispose of the returned packaging. Sentences 1, 2, 3, 4, and 5 apply accordingly if LOGANDO’s obligation to take back packaging arises from a comparable legal norm (e.g., an applicable foreign law in an individual case).
§ 29 Retention of Title
(1) Until the fulfillment of all claims arising from the business relationship (including all balance claims from a current account relationship restricted to this business relationship) that LOGANDO has against the customer, LOGANDO will be granted the following securities.
(2) The delivered goods remain the property of LOGANDO until full payment of all secured claims. The goods, as well as the goods replacing them in accordance with the following provisions, are referred to as „retained goods“ hereafter. If reference is made to the value of the goods or an item in the following, this refers to the invoice value, in the absence of an invoice, the list price, and in the absence of a list price, the objective value.
(3) The customer will store the retained goods free of charge and with the care of a prudent businessman for LOGANDO. The customer is obliged to insure the retained goods properly and to provide LOGANDO with proof of such insurance upon request.
(4) The customer is entitled to process the retained goods in the ordinary course of business until the occurrence of the disposal event (paragraph 11), and to combine or mix them with other items, including real property (hereafter referred to as „processing“ or „process“ together), and to resell them. Pledges and transfers of ownership are not permitted.
(5) If the customer processes the retained goods, it is agreed that the processing will occur on behalf of and for the account of LOGANDO as the manufacturer, and LOGANDO will immediately acquire ownership of or, if the processing involves materials from several owners or the value of the processed item is higher than the value of the retained goods, co-ownership (joint ownership) of the newly created item in proportion to the value of the retained goods to the value of the newly created item. If such ownership acquisition in favor of LOGANDO does not occur and the newly created item is a movable item, the customer already now transfers its future ownership, or in the ratio mentioned in sentence 1, joint ownership of the newly created item as security to LOGANDO.
(6) In the event of resale of the retained goods, the customer already now assigns to LOGANDO the resulting claim against the buyer as security – in the case of joint ownership by LOGANDO of the retained goods, only proportionally according to LOGANDO’s share of ownership. The same applies to other claims that replace the retained goods or otherwise arise in connection with the retained goods, such as insurance claims or claims arising from tort in the event of loss or destruction.
(7) If the customer processes the retained goods on behalf of its buyer („end customer“), the customer already now assigns the claim to LOGANDO, which is due to the customer as compensation for the delivery and processing, as security – but only proportionally according to LOGANDO’s share of ownership of the retained goods. In the case of combining the retained goods with real property, the amount of the assigned claim is determined proportionally based on the relationship of the value of the retained goods supplied by LOGANDO to the other connected movable items.
(8) The customer is authorized to collect the claims assigned under paragraphs 6 and 7 until revoked. The customer will immediately transfer to LOGANDO any payments made with respect to the assigned claims up to the amount of the secured claim. In the event of an important reason, especially in the case of payment delays, suspension of payments, or reasonable grounds for insolvency or imminent insolvency of the customer, LOGANDO is entitled to revoke the customer’s authorization to collect the claims. LOGANDO is also entitled, after prior warning and after a reasonable deadline for payment has expired without result, to disclose the security assignment, collect the assigned claims, and demand the customer disclose the assignment of security to the end customers. In the case of an important reason according to sentence 3 or the expiration of the deadline according to sentence 4, the customer is obliged to provide LOGANDO with the necessary information to enforce its rights against the end customer and to hand over the necessary documents.
(9) If third parties access the retained goods, especially through seizure, the customer will immediately notify LOGANDO of LOGANDO’s ownership and inform LOGANDO to enable the enforcement of its ownership rights. If the third party is not able to reimburse LOGANDO for the judicial or extrajudicial costs incurred in this connection, the customer will be liable to LOGANDO for these costs.
(10) LOGANDO will release the retained goods and the items or claims replacing them to the extent that their value exceeds the secured claims by more than 10%. LOGANDO determines which items are to be released.
(11) In the event of non-payment of the due compensation or non-fulfillment of any other due claim from the business relationship, LOGANDO is entitled to withdraw from the contract and/or demand the return of the retained goods based on the retention of title (disposal event). The demand for return does not simultaneously constitute a declaration of withdrawal; rather, LOGANDO is entitled to only demand the return of the retained goods and reserve the right to withdraw. LOGANDO may assert these rights only after LOGANDO has unsuccessfully set the customer a reasonable deadline for payment or if such a deadline is dispensable under statutory provisions.
§ 30 Obligation to Inspect and Notify of Defects
The customer’s claims for defects are contingent upon their fulfillment of the statutory inspection and notification obligations (§§ 377, 381 HGB). For items intended for installation or further processing, an inspection must always be carried out immediately before processing. If a defect is found during delivery, inspection, or at any later point, the customer must notify LOGANDO in writing without delay. In any case, obvious defects must be reported in writing no later than 7 calendar days after delivery, and defects that are not detectable during the inspection must be reported in writing within the same period after discovery. If the customer fails to conduct a proper inspection and/or notify LOGANDO of defects in a timely manner or in the required manner, LOGANDO’s liability for the defect that was not properly or timely reported is excluded in accordance with statutory provisions.
§ 31 Disposal of Used Equipment
As far as LOGANDO is obligated under the Elektro- und Elektronikgerätegesetz (Electronics and Electrical Equipment Act, ElektroG) to properly dispose of used equipment, the customer assumes this obligation. The customer is responsible for disposing of the goods purchased from LOGANDO at their own expense, in compliance with all legal regulations. LOGANDO does not accept used equipment or establish return possibilities for used equipment under the ElektroG. The customer indemnifies LOGANDO from all obligations arising from § 19 ElektroG. Sentences 1, 2, 3, and 4 apply accordingly if LOGANDO’s obligation to properly dispose of used equipment arises from a comparable legal norm (e.g., a foreign law applicable in a particular case).
III. Rental
§ 32 Subject of the Contract
(1) As far as LOGANDO rents items, especially media technology, to the customer for temporary use, the specific details, including the condition and scope of performance, are outlined in the individual contract.
(2) Paragraphs 2 and 3 of § 26 („Subject of the Contract“) from Section II apply accordingly.
§ 33 Customer’s Ancillary Obligations
(1) The customer will treat the rental item with the care of an ordinary businessman. In particular, the customer must ensure, and provide appropriate instructions or training to ensure, that their employees and agents use and operate the rental item in accordance with the contract.
(2) The customer agrees, unless otherwise agreed in the individual contract, to adequately insure the rental item against damage, destruction, and theft, and to provide proof of such insurance to LOGANDO upon request.
(3) The customer must immediately notify LOGANDO of any damage, destruction, or theft of the rental item.
(4) If LOGANDO has provided the rental item in packaging, § 28 („Return of Special Packaging“) from Section II applies accordingly.
§ 34 Cancellation by the Customer
(1) If the customer informs LOGANDO at least 7 calendar days before the rental period begins that they no longer wish to rent the item, they forfeit their right to the rental item and are only required to pay a reduced cancellation fee. The time of the cancellation notification determines whether the deadline has been met.
(2) The reduction is based on the percentage of the agreed fee, depending on the day the cancellation is received:
Cancellation before rental period begins Reduction in percentage
Up to 30 calendar days 60%
Up to 14 calendar days 50%
Up to 7 calendar days 40%
The customer is entitled to prove that LOGANDO has saved costs due to the cancellation or that LOGANDO has gained or maliciously refrained from gaining something through the use of LOGANDO’s services, and that these benefits are greater than the reduction stated above.
(3) The cancellation requires written form to be effective.
(4) The customer’s further statutory rights (e.g., right of withdrawal, right to terminate or cancel) remain unaffected by this regulation.
§ 35 Obligation to Return the Rental Item
(1) The customer is obligated to return the rental item, including any provided documentation and other accessories, to LOGANDO at the end of the rental period.
(2) Before returning the rental item, the customer must, to the extent possible and reasonable, permanently remove any software installed by the customer, as well as any stored data, from the rental item.
(3) The return shipment is at the customer’s cost and risk and may only take place with prior written consent from LOGANDO.
IV. Contract for Work
§ 36 Subject of the Contract
If the subject of the assignment by LOGANDO involves the creation of a work under the German contract law for works (e.g., when commissioning the creation of content or software), the specific details, including the condition and scope of performance, are outlined in the individual contract.
§ 37 Optional Creation of a Technical Concept
(1) If agreed in the individual contract, LOGANDO will create a technical concept for the customer. The basis for this is the customer’s task description.
(2) The technical concept describes the target state of the performance to be created, including the target state of any agreed additional services. More details are regulated by the individual contract to be concluded between the parties.
(3) The customer is obliged to cooperate.
(4) The technical concept must be accepted by the customer after its completion. This acceptance is a partial acceptance and follows § 39 („Acceptance“). The customer reviews the technical concept for correctness and completeness. The accepted technical concept will be part of the respective individual contract. In case of contradictions with the customer’s task description, the technical concept takes precedence. Upon acceptance of the technical concept, LOGANDO will begin the creation of the performance object.
(5) Defects that the customer can recognize from the technical concept must be notified during the acceptance of the technical concept, no later than before LOGANDO starts incurring expenses for implementing the technical concept. If recognizable defects are reported later, the customer will bear the additional costs resulting from the subsequent consideration of the complaint.
(6) If changes occur regarding the performance description after the start of implementation, LOGANDO must update the technical concept accordingly.
(7) LOGANDO will receive compensation for creating and updating the technical concept.
§ 38 Functional Test
(1) A functional test will generally precede every (partial) acceptance. In this test, the customer thoroughly checks each functionality for its usability in the specific situation before starting productive use of the performance object.
(2) The organization of the functional test is the responsibility of the customer. LOGANDO will support the customer with the functional test as required. The specifics of the functional test, including the nature, scope, and duration, may be regulated in the individual contract. Upon reasonable request by one of the parties, the functional test will be extended, if necessary.
(3) During the functional test, the customer is obligated to immediately inform LOGANDO, in writing or via a ticketing system if used, of any deviations from the requirements for the performance object, providing clear and traceable details of the error symptoms.
(4) The functional test is successful if no defects that would prevent acceptance are found. This is the case if only defects of Class 3, as defined in § 17 („Error Classes“) of Section I, are present.
(5) LOGANDO will gather and address deviations that impede the successful functional test, and after correcting them, will declare readiness for acceptance. A new functional test will follow, which the customer must promptly conduct.
§ 39 Acceptance
(1) The contractual compliance of the performance object is confirmed by the acceptance.
(2) The acceptance procedure begins upon notification of readiness for acceptance by LOGANDO.
(3) After successful completion of the functional test (§ 38), the customer declares acceptance. Any remaining defects, particularly those that do not hinder acceptance, such as Class 3 defects (§ 38 paragraph 4), will be documented in the acceptance statement and rectified by LOGANDO within the framework of its liability for material and legal defects.
(4) The acceptance should be in writing. An acceptance protocol should be created.
(5) Acceptance will be deemed to have occurred if the customer:
a) Has taken the performance object into use or has transferred it to third parties, even if this violates licensing terms, provided that the usage is without objection and does not prevent acceptance defects and is not just for testing purposes;
b) Does not raise any acceptance-hindering defects within 7 days after LOGANDO’s notification of readiness for acceptance (paragraph 2);
c) Has not refused acceptance after completion of the performance object within a reasonable deadline set by LOGANDO, explicitly naming at least one defect.
(6) Upon LOGANDO’s request, the customer must particularly accept parts of the performance. For partial acceptances, the above paragraphs apply accordingly, but the period in paragraph 5 lit. b) is shortened to 5 days. If the customer fails to meet a partial acceptance deadline, LOGANDO, notwithstanding any further rights resulting from the delay, is entitled to refuse further performance.
§ 40 Scope of Usage Rights of the Customer
(1) Unless otherwise agreed in the individual contract, LOGANDO holds the exclusive usage and exploitation rights to all performance results provided by LOGANDO in the customer’s order.
(2) LOGANDO grants the customer, unless otherwise agreed in the individual contract, a simple, indefinite, and limited transferable usage right to the performance results from paragraph 1 for the territory of the Federal Republic of Germany. The specific content of the usage right results from the individual contract or, by default, from the purpose of granting the usage right.
(3) All other uses, especially the rental and use of the performance results by and for third parties (e.g., through outsourcing, data center activities, application service providing, cloud services) are not permitted without LOGANDO’s prior written consent.
(4) The acquisition of the usage right is subject to the suspensive condition of full payment of the owed remuneration. Before that, the customer only has a provisional, contractual usage right in the form of a permission that can be revoked at any time according to paragraph 6.
(5) Performance results for which LOGANDO has granted the customer a transferable or limited transferable usage right and which have not been marketed by LOGANDO in the territory of the European Union or another member state of the Agreement on the European Economic Area, may not be transferred to third parties without LOGANDO’s written consent.
(6) LOGANDO can revoke the usage rights granted to the customer for an important reason. An important reason exists, in particular, if the customer, despite written warning, violates their obligations from the preceding paragraphs in a significant manner. If the usage right does not arise or ends, LOGANDO can demand the return of the provided objects and software from the customer, as well as the destruction of all copies of the objects and software, or a written assurance from the customer that the objects and software, including all copies, have been destroyed.
§ 41 Duty to Inspect and Notify Defects
(1) The customer must inspect the performance result immediately after delivery and, if a defect is found, notify LOGANDO of it in writing with a detailed description of the defect symptoms, unless a functional test has been agreed and unless this is not practicable according to normal business practice. The customer must thoroughly test each essential function before starting productive use. In any case, obvious defects must be reported in writing no later than 7 calendar days after delivery.
(2) If the customer fails to notify, the performance result is deemed approved, unless it is a defect that was not recognizable during the inspection.
(3) If such a defect only becomes apparent later, the notification must be made immediately upon discovery; otherwise, the performance result is also considered approved in regard to this defect. In any case, defects that were not recognizable during the inspection must be reported in writing no later than 7 calendar days after discovery.
(4) If LOGANDO has fraudulently concealed a defect or has assumed a warranty for the condition of the performance, LOGANDO may not rely on the above provisions.
(5) Further obligations and duties of the customer due to statutory inspection and notification duties remain unaffected.
V. Service Contractual Programming, Consulting, and/or Support Services
§ 42 Subject Matter of the Contract
To the extent that LOGANDO provides programming, consulting, and/or support services under a service contract for the customer, including conducting workshops, briefings, and training, the details, including the scope of services, are determined in the individual contract.
§ 43 Execution and Rights
(1) LOGANDO provides service contract services particularly when LOGANDO is obligated to provide pure services according to the contractual agreements, such as when participating in larger projects under the customer’s direction. LOGANDO does not owe the creation of a specific work or the achievement of a particular result. The customer, particularly their project manager, is responsible for the overall management of the project, ensuring that it is completed in accordance with the technical requirements, timelines, and budget.
(2) If performance results arise during the provision of service contract services, the specific content of the usage rights is defined in the individual contract or, by default, depends on the purpose of the service contract. The acquisition of the usage rights is subject to the suspensive condition of full payment of the owed remuneration.
(3) LOGANDO is not obligated to check the performance results for conflicting industrial property rights or other third-party intellectual property.
(4) Documents, suggestions, test programs, and other items related to the programming, consulting, and/or support services provided by LOGANDO, which are made accessible to the customer before or after the contract is concluded, are considered intellectual property and trade secrets of LOGANDO in the relationship between the parties. Unless otherwise stipulated, these items may not be used in any way without written permission from LOGANDO and must be kept confidential according to § 23 („Confidentiality and Data Protection“). Additionally, § 15 („Intellectual Property Rights“) paragraphs 3 and 4 apply correspondingly.
(5) Unless otherwise expressly agreed in the individual contract, all services and deliveries beyond LOGANDO’s pure service provision are excluded. In particular, the customer must provide all materials related to the service (e.g., texts, graphics, images, videos, third-party programs, including free licenses) in accordance with § 12 („Customer’s Contributions“).
VI. Other Provisions
§ 44 Exclusions of Performance
(1) The scope of performance under an individual contract concluded on the basis of these terms and conditions excludes, in particular, the following:
a) Any services requested by the customer outside of regular business hours, unless the agreed service is to be provided outside of regular business hours.
b) Any services requested by the customer at a location other than LOGANDO’s place of business.
c) Error correction after the expiration of the warranty period and outside of a software maintenance and support contract.
d) Work and services required due to improper use by the customer, regardless of whether this occurred through the customer, their agents, or other persons under the customer’s influence.
e) Conducting workshops, briefings, and training sessions.
f) Work and services required due to force majeure or other circumstances not attributable to LOGANDO.
g) Work and services arising from changed or new individual usage requirements of the customer.
h) Work and services related to non-contractual hardware and software; unless explicitly agreed otherwise.
(2) The services listed in paragraph 1 are provided only based on a separate agreement in the individual contract and are subject to a separate fee. A separate fee is not due only if expressly agreed upon in the individual contract.
§ 45 Reference Naming
LOGANDO is entitled to list the customer’s company and logo, along with a brief description of the project, in reference lists and publish or distribute them on the internet, in printed materials, at presentations, or otherwise for informational purposes. Any further use is not permitted unless otherwise stipulated.
§ 46 Notifications and Declarations
(1) Unless otherwise stipulated in these terms and conditions, the effectiveness of declarations and notifications requires the text form according to § 126b BGB (e.g., e-mail), but is also necessary. Declarations that are expressly required by these terms and conditions or by law to be in writing according to § 126 BGB must be sent in writing, but a telecommunication transmission is sufficient to meet the deadline if the written declaration reaches the recipient in original form promptly thereafter.
(2) An email is considered to originate from the other party, unless proven otherwise, if it contains the name and email address of the sender, along with a reproduction of the sender’s name as the conclusion of the message.
§ 47 Contacts
(1) The parties will each designate a contact person and a deputy in the individual contract, who, within their authority granted by the individual contract, can make decisions or promptly arrange them and provide information. Unless otherwise specified in the individual contract, the authority of the contact persons and their deputies is limited to making decisions to clarify or specify the agreed-upon services, commissioning changes or additions to the agreed services, rescheduling non-binding or binding deadlines, and providing binding information.
(2) Changes to the designated contacts and/or their deputies must be communicated promptly to the other party. Until such notification is received, the previously designated contacts and/or their deputies are deemed authorized to make and receive declarations within their previous scope of authority.
§ 48 Transfer of Rights and Obligations
LOGANDO may transfer all rights and obligations from these terms and conditions and the individual contracts concluded based on them to third parties at any time. The customer may object to the transfer within one month if it adversely affects the customer’s legitimate interests, e.g., because the acquiring company is a direct competitor, does not offer the required knowledge and qualifications, or raises justified doubts about its financial viability.
§ 49 Final Provisions
(1) These terms and conditions, as well as all individual contracts concluded under their inclusion, are subject exclusively to the law of the Federal Republic of Germany. The UN Convention on Contracts for the International Sale of Goods (CISG) is excluded; mandatory provisions of the CISG (especially Art. 12, Art. 28, and Art. 89 ff. CISG) remain unaffected.
(2) If the customer is a merchant, a legal entity under public law, or a special fund under public law, or if the customer does not have a general court of jurisdiction in the Federal Republic of Germany, the exclusive place of jurisdiction for all disputes arising in connection with individual contracts concluded under these terms and conditions is the business location of LOGANDO. In addition, LOGANDO may bring claims against the customer in any other legal place of jurisdiction. Mandatory statutory provisions on exclusive places of jurisdiction remain unaffected by the foregoing.
(3) The jurisdictional agreements under paragraph 2 are exclusively governed by the law of the Federal Republic of Germany.
(4) If the customer is a merchant, a legal entity under public law, or a special fund under public law, the place of performance is the business location of LOGANDO unless otherwise stated in the above provisions or the individual contract.
(5) If the individual contract concluded under these terms and conditions contains gaps in regulation, the legally effective regulations that the parties would have agreed upon in accordance with the economic objectives of the individual contract if they had known about the gap will apply to fill those gaps.
Last update: 05/2025
