This is a convenience translation. Only the German version is legally binding; in case of any discrepancy the German version prevails.
§ 1 Provider, scope, business customers only
- The provider is Jens Musleh, trading as fokus it solutions, Herrenberger Str. 62, 71069 Sindelfingen, Germany (hereinafter the "Provider"). edi-service.eu is an offering of fokus it solutions.
- These Terms apply to all contracts for the trial version and the full version of edi-service.eu that are concluded via the website edi-service.eu, the ordering process at app.edi-service.eu or the customer portal.
- The offering is directed exclusively at entrepreneurs (Unternehmer) within the meaning of section 14 German Civil Code (BGB), that is, natural or legal persons or partnerships with legal capacity who, when concluding the contract, act in the exercise of their commercial or independent professional activity. The Customer confirms this when ordering. The Provider does not conclude contracts with consumers.
- Deviating or supplementary terms of the Customer do not apply, even if the Provider does not expressly object to them.
§ 2 Contract components and order of precedence
The contract components are, in the event of conflict in the following order:
- agreements made in the individual case in text form (section 126b BGB),
- the License Agreement (rental license to operate the software on the Customer's server),
- the Service Description (Annex 1) with the supported formats, transport methods and ERP adapters,
- the Service Level Agreement (SLA),
- these Terms.
In each case, the version the Customer agreed to when concluding the contract is authoritative. The Data Processing Agreement (DPA) applies in addition insofar as the Provider processes personal data on behalf of the Customer. In data protection matters it takes precedence over all other components.
§ 3 Conclusion of contract
- The presentation on the website is not a binding offer but an invitation to place an order.
- Trial version: By submitting the completed order form, the Customer makes an offer to conclude a contract for the trial version. The Provider accepts it by displaying the confirmation page with the customer number and the installation command. The confirmation page at the same time confirms receipt of the order. With the order, the Customer receives access to the customer portal.
- Full version: The Customer concludes the contract for the full version in the customer portal. Before the order, the portal shows the price, minimum term, notice period, the selected billing interval and the applicable versions of the contract components. By clicking the clearly labelled button, the Customer makes its offer; the Provider accepts it by the portal confirming the contract. Upon confirmation, the existing installation switches to the full version; a reinstallation is not necessary.
- Before submitting, the Customer can review and correct its entries. The contract language is German. An English translation of these Terms serves for understanding only; the German version is authoritative.
- The Provider makes the contract components (Terms, License Agreement, Service Description, SLA, DPA) available for retrieval and storage at a fixed address in the version valid at the time the contract is concluded. For each order, it stores the identifier and a checksum of each version agreed to. Order, contract and confirmations remain retrievable in the customer portal; in addition, the Customer receives the confirmations by e-mail to the address provided.
§ 4 Trial version
- The trial version is free of charge and runs for 30 days from the order.
- Scope: one trading partner, one message type, exclusively TEST operation. Switching to production (PROD) is technically blocked in the trial version. The limits are stored in the license key and enforced by the software.
- The trial version ends automatically after 30 days without the need for notice of termination. It does not automatically turn into a paid contract; for that, the Customer orders the full version under § 3(3). Until then, the billing interval selected in the order form is only a preselection.
- The Customer can end the trial version early at any time in the customer portal and delete its documents.
- After the trial version ends, the installation switches to read-only mode: no further processing and no further transfers; configuration, mappings and logs remain viewable and exportable.
- There is no entitlement to support under the SLA for the trial version; the Provider helps where possible.
- The Provider's liability in the trial version is limited to intent and gross negligence; liability for injury to life, body and health and under the German Product Liability Act (Produkthaftungsgesetz) remains unaffected.
§ 5 Full version, price
- The price of the full version is EUR 890 net per month plus VAT.
- A fixed price applies. It does not depend on the number of trading partners, message types, messages or transactions. There is no setup fee, not even per partner.
- The price includes the services under License Agreement § 10 (initial setup, ERP connection, partner connections, mapping changes to the extent described there), updates and support under the SLA.
- The price does not include, in particular, operation and backup of the Customer's server, the costs of its AI provider, adjustments within the ERP system itself and the services expressly excluded in License Agreement § 10(4).
- There is one edition of the full version and one list price.
§ 6 Payment, billing interval, default
- Payment is made by invoice. The Customer chooses the billing interval: monthly, quarterly or annually. The interval only determines the invoicing rhythm, not the term. The Customer can change it in the customer portal with effect from the beginning of the next interval.
- Billing is in advance for the respective interval, starting on the day the contract for the full version is concluded. A partial first month is charged on a daily basis.
- Invoices are due without deduction within 14 days of receipt. The Provider sends them electronically to the billing address specified in the order form.
- If the contract ends before the end of an interval paid in advance, the Provider refunds the amount attributable to the period after the end of the contract on a pro rata basis.
- If the Customer is in default, the statutory rules apply, in particular default interest of nine percentage points above the base interest rate and the lump sum of 40 euros (section 288(2) and (5) BGB).
- Suspension of license renewal in case of payment default. If the Customer is in default with an amount of at least one monthly fee for more than 30 days, the Provider may, after a reminder in text form setting a deadline of at least 14 days and expressly pointing out this consequence, suspend the renewal of the license key. The consequences are governed by License Agreement § 4: The installation continues to run with the most recently renewed key until it expires (at most 14 days) and a grace period of 7 days has passed; it then switches to read-only mode. Data is not deleted, and the Provider does not access the server for this purpose. After payment in full, the Provider resumes renewal without undue delay.
- The Customer may only set off against claims of the Provider with claims that are undisputed or have been finally established by a court.
§ 7 Term and termination
- The minimum term of the full version is 6 months from the conclusion of the contract for the full version. The period of the trial version does not count towards it.
- Thereafter, the contract runs for an indefinite period. Either party may terminate it with one month's notice to the end of a calendar month, for the first time effective at the end of the minimum term. The customer portal shows the earliest possible termination date.
- The right to extraordinary termination for good cause remains unaffected (section 543 BGB). Good cause for the Provider exists in particular if the Customer circumvents or manipulates the license check (License Agreement § 6) or is in default with two monthly fees.
- The Customer gives notice in the customer portal or in text form (section 126b BGB), for example by e-mail to info@edi-service.eu. The Provider gives notice in text form. The termination confirmation remains retrievable in the customer portal.
- The consequences of termination are governed by License Agreement § 13 (read-only mode, export, handover of the mappings).
§ 8 Obligations and cooperation of the Customer
The Customer
- provides its own server or its own virtual machine running Debian 13 that meets the minimum requirements of the Service Description (in production at least 8 GB of RAM; the check script verifies this before installation) and is used only for edi-service.eu (the installation sets up its own firewall that allows inbound only SSH and the inbound routes of the configured channels),
- permits the necessary outbound connections (license service and updates at app.edi-service.eu, package sources, AI provider) and sets up the inbound routes used by its trading partners (public name, port forwarding, firewall of its network),
- concludes its own contract with an AI provider for a model that is on the current minimum list and bears its costs (License Agreement § 9),
- provides an ERP test access or test client and names a business contact and a technical contact,
- provides the documents of its trading partners (EDI guideline, sample files, identifiers) and ensures that it is permitted to pass them on for the setup,
- backs up its server and the platform data regularly in accordance with the requirements of the Service Description,
- checks mappings and connections in TEST operation and releases production (PROD) only after a successful test with the trading partner,
- keeps the access credentials for the dashboard and the customer portal secret.
Delays due to a lack of cooperation are not at the Provider's expense.
§ 9 Changes to services and updates
- The Provider develops the software further and provides updates as signed packages, which the Customer's installation retrieves and verifies itself (License Agreement § 11, SLA section 5).
- The Provider may change functions if this is reasonable for the Customer, in particular for security reasons, because of changed standards or because of requirements of trading partners. Essential functions of the Service Description are not removed without equivalent replacement.
- The list of permitted AI models (minimum level) is part of the software's data and is adapted to the market. If the Customer's model drops off the list, the Provider informs the Customer with reasonable notice.
§ 10 Defects
- The rules of German tenancy law (Mietrecht) apply to defects of the software provided, unless the License Agreement provides otherwise. The Provider remedies defects at its option by update, workaround or correction of the configuration.
- The Customer reports defects in text form with a comprehensible description (message, affected message, time), as described in the SLA.
- Strict liability (irrespective of fault) for defects already present when the contract is concluded (section 536a(1) first alternative BGB) is excluded.
- Faults whose cause lies within the Customer's sphere (server, network, ERP, AI access, trading partners' documents) and results that arise only from changes made by the Customer to the configuration are not defects.
§ 11 Liability
- The Provider is liable without limitation for intent and gross negligence, for injury to life, body or health, under the German Product Liability Act and to the extent of any guarantee assumed.
- In the event of a slightly negligent breach of an essential contractual obligation (an obligation whose fulfilment makes the proper performance of the contract possible in the first place and on whose observance the Customer may regularly rely), the Provider's liability is limited to the foreseeable damage typical for the contract, but per contract year at most to the sum of the fees for the last 12 months before the damaging event, and at least to EUR 10,680.
- Otherwise, liability for slight negligence is excluded.
- AI results and release by the Customer. Mappings and configurations generated by the AI are checked in TEST operation against sample messages. Only the Customer switches on production (two-step, logged). Before release, the Customer checks whether the results are correct in business terms; the Provider is not liable for damage that a test with the trading partner would recognisably have prevented. For damage arising from mappings and configurations of the AI, the maximum amount under paragraph 2 otherwise applies. Paragraph 1 remains unaffected.
- The Provider is liable for loss of data only to the extent that would have arisen with regular backups under § 8 no. 6.
- These liability rules also apply to the Provider's vicarious agents.
§ 12 Confidentiality
- The parties treat all non-public information of the other party as confidential, in particular documents of the trading partners, access credentials, configuration, prices and the know-how in the software. The obligation continues for five years after the end of the contract.
- Excluded is information that is publicly known, was already known to the party or that it must disclose due to a statutory obligation.
§ 13 Data protection
Insofar as the Provider processes personal data on behalf of the Customer, the DPA applies. The processing of data from the order, customer portal and contract handling (company, contact persons, billing data) is governed by the privacy policy on edi-service.eu.
§ 14 Naming as a reference
The Provider names the Customer as a reference only with the Customer's prior consent in text form.
§ 15 Changes to these Terms
The Provider notifies the Customer of changes to these Terms in text form at least six weeks before they take effect. If the Customer does not object within this period, the changes are deemed accepted; the Provider points out this consequence in the notification. If the Customer objects, the contract continues on the previous terms; both parties may then terminate with ordinary notice effective on the date the change would take effect. Price changes are excluded from this rule and require an agreement.
§ 16 Final provisions
- The law of the Federal Republic of Germany applies, excluding the UN Convention on Contracts for the International Sale of Goods.
- The exclusive place of jurisdiction for all disputes arising from this contract is the Provider's registered place of business, provided the Customer is a merchant (Kaufmann), a legal entity under public law or a special fund under public law.
- Should any provision be invalid, the remainder of the contract remains valid.