Terms — Check Partner

1. Scope & parties

The parties are Software by Design GbR, Husumer Baum 2, 24837 Schleswig, Germany (“Provider”), and the purchasing organisation (“Customer”).

Customer purchase terms apply only if the Provider expressly accepts them in text form. By accepting a quote or paying an invoice, the Customer accepts these terms where they have been incorporated.

2. Subject matter

The subject is the delivery of remote services under the booked Check Partner package (Small, Standard, or Premium) for the Provider’s Nextcloud apps used by the Customer (“SBD apps”), consisting in particular of:

• an hour pack as stated in the quote,
• access to the partner channel (e-mail) with the agreed response target,
• optional services stated in the quote (e.g. a short quarterly call under Standard, or a short monthly call under Premium).

Details of scope and exclusions follow from the Check Partner service description current at contract formation and the individual quote. In case of conflict: quote prevails over service description, which prevails over these terms.

Not covered by this contract: use of the AGPL-licensed web apps; GitHub Sponsoring; sale or grant of organisation licences for proprietary clients (Mobile/Terminal) — separate terms apply.

3. Separation from free maintenance / community

As part of open-source maintenance, the Provider continues to accept bug reports and improvement suggestions via public channels (in particular GitHub Issues), without creating a right to handling within a deadline or to allocation of partner hours.

A solution developed in the partner relationship may — unless a confidentiality agreement provides otherwise — also be published as part of the public software. The Customer acquires no exclusive right to bugfixes or documentation improvements through the partner contract.

4. Scope of service & hour pack

1. Scope, term, and hour pack follow from the quote and invoice.
2. Hours are billed in 15-minute increments, each started unit rounded up, unless the quote states otherwise.
3. Services are delivered remotely (e-mail, phone, video, remote access by agreement).
4. The response target (typically a reply within two business days) applies only to properly marked partner requests and is not a guarantee that the issue will be resolved within that period.
5. Unused hours expire at the end of the contract unless a written carry-over has been agreed.

5. Partner channel

The Customer sends requests to the address named in the quote and marks the subject line with Partner: and an agreed customer name. Without that marking, there is no claim to the partner response target or to booking against the partner hour pack.

6. Customer cooperation duties

The Customer timely provides contacts, required information, test access, and cooperation, and operates their Nextcloud — including backups and updates — under their own responsibility. Delays caused by missing cooperation are not at the Provider’s expense.

The Customer alone is responsible for complying with employment, data-protection, and other legal requirements in their organisation.

7. Excluded services

Unless separately commissioned, the following are in particular not included: hosting and operation of the Customer instance; 24/7 support; on-site work; legal or tax advice; unlimited or unspecified software development; new products outside a feature commission; support for third-party software beyond what is needed for SBD apps.

8. Add-ons & overflow

Hours beyond the pack or separate products (onboarding, workshop, feature commission) require a separate quote or order confirmation. List prices on the website are guidance; the quote is binding.

For orientation: Check Partner Small, Standard, and Premium and overflow hours (typically €140/h net) are shown on the support page (list prices typically €520, €1190, and €2800 net per year). The individual quote remains binding.

9. Term & termination

The contract runs for the period stated in the quote (typically 12 months) from the start date in the quote or from receipt of payment if nothing else is agreed.

Renewal requires a new agreement and payment. Without renewal the contract ends automatically; there is no right to continued service.

Ordinary termination during the paid term is excluded to the extent permitted by law and unless otherwise agreed. The right to terminate for cause remains unaffected.

10. Prices & payment

The prices stated in the quote and invoice apply (net plus VAT where applicable). Payment after invoice without deduction unless otherwise agreed. The Provider may make performance dependent on receipt of payment.

Current list prices and package overview: Support & partnership. The quote is binding.

11. Refunds

A statutory consumer cooling-off right generally does not apply to this B2B contract.

The Provider may voluntarily refund within 14 days of payment if no partner service has yet been delivered (no use of the hour pack, no onboarding appointment). Request by e-mail with the invoice number. Thereafter, or after service has begun, there is no claim to a pro-rata refund of the period unless mandatory law provides otherwise.

12. Warranty & liability

The Provider delivers the services with the care of a diligent IT service provider. A specific outcome (e.g. a particular regulatory approval or integration state) is owed only if expressly agreed as a success obligation.

Towards business customers, the Provider’s liability — to the extent permitted by law — is limited to intent and gross negligence and to breach of essential contractual duties (cardinal obligations); in the latter case limited to typically foreseeable damage, and at most to the net amount paid by the Customer for the affected contract period.

Mandatory liability (e.g. product liability) and liability for injury to life, body, or health remain unaffected.

The Provider is not liable for data loss where the Customer failed to keep appropriate backups.

13. Confidentiality

Both parties treat non-public information of the other party as confidential, except where law or performance of the contract requires otherwise. Source code and documentation the Provider publishes under the AGPL remain subject to the applicable open-source licence.

14. Privacy

Personal data in the course of the partner service is processed by the Provider only as needed to perform the contract (contacts, ticket contents). Production data on the Customer’s Nextcloud remains the Customer’s responsibility; remote access only after approval and only as far as required.

The Provider’s website privacy policy applies where relevant.

15. Final provisions

German law applies, excluding the UN Convention on Contracts for the International Sale of Goods. Venue for merchants and public-law entities is — where permitted — Kiel, Germany.

If any provision is invalid, the remainder of the contract stays in force.

Changes to these terms apply to new contracts and renewals from publication or from an agreed text. For an ongoing period, the text applicable at contract formation remains decisive unless otherwise agreed.

Contact

Software by Design GbR
Husumer Baum 2
24837 Schleswig, Germany
info@software-by-design.de
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