General Terms and Conditions (GTC)
Version of June 18, 2026
§ 1 Scope of these Terms
(1) The term “Contractor” as used in these General Terms and Conditions refers to in4MD Service GmbH (hereinafter: “in4MD Service”).
(2) All services and offers of in4MD Service are provided exclusively on the basis of these Terms and Conditions. They therefore also apply to all future business relationships, even if not expressly agreed again. These Terms are deemed accepted at the latest upon acceptance of the services.
(3) Any conflicting confirmations by the Customer referring to its own terms and conditions are hereby objected to.
(4) Deviating terms of the Customer that the Contractor does not expressly acknowledge shall not be binding, even if the Contractor does not expressly object to them.
(5) The incorporation and interpretation of these Terms and Conditions, as well as the conclusion and interpretation of the legal transactions with the Customer, shall be governed exclusively by the law of the Federal Republic of Germany. The application of uniform laws on the conclusion of international contracts is excluded.
(6) The invalidity of individual provisions of these Terms and Conditions, or of parts thereof, shall not affect the validity of the remaining provisions. To the extent reasonable and in good faith, the contracting parties are obliged to replace an invalid provision with a valid one that comes as close as possible to its economic intent, provided this does not result in a material change to the content of the contract; the same applies if a matter requiring regulation is not expressly regulated.
(7) The place of performance for all obligations arising directly or indirectly from this contractual relationship, including the payment obligation, is the registered office of in4MD Service.
(8) The exclusive place of jurisdiction for all disputes arising directly or indirectly from the contractual relationship is the court having jurisdiction over the registered office of in4MD Service, provided the Customer is a merchant. in4MD Service is also entitled to bring an action before a court having jurisdiction over the Customer’s registered office or place of business.
(9) These General Terms and Conditions apply exclusively to entrepreneurs within the meaning of Section 14 of the German Civil Code (BGB), legal entities under public law, and special public-law funds. They do not apply to consumers (Section 13 BGB).
(10) Where these Terms and Conditions require written form, text form (Section 126b BGB, e.g. e-mail) shall suffice, except where mandatory statutory written-form requirements apply.
§ 2 Offer and Conclusion of Contract
(1) The Contractor’s offers are subject to change and non-binding, unless otherwise agreed.
(2) Declarations of acceptance and all orders by the Customer require confirmation in text form by in4MD Service to be legally effective. The same applies to amendments, modifications, or side agreements.
(3) The scope of the contractually owed services is determined exclusively by in4MD Service’s order confirmation. Documents underlying the offer or the order confirmation are, as a rule, to be understood only as approximate values, unless expressly designated as binding.
(4) The legal classification of the respective service (in particular as a contract for work, a purchase/transfer agreement, or a service contract) is determined by the subject matter of the service described in the order confirmation. The order confirmation and any specification or service document are decisive for the type and scope of the service.
§ 3 Performance, Deadlines, Dates
(1) Performance dates stated by in4MD Service are generally non-binding, unless fixed dates have been expressly agreed in writing in an individual case. In that case, in4MD Service is obliged to notify the Customer in writing without delay of any anticipated delay to the performance date.
(2) If in4MD Service exceeds an expressly agreed written fixed date and is responsible for doing so, it shall be in default without further reminder being required. Otherwise, the Customer shall set in4MD Service a reasonable written deadline of at least four weeks, declaring that it will refuse acceptance of the performance after the deadline expires. If the performance is then not rendered in time, the Customer is entitled to claim damages for non-performance or to withdraw from the contract. If the Customer no longer has any interest in partial performance, it is entitled to the rights under Sections 280(2), 283, and 323(5) BGB.
(3) Any stated performance date is given to the best of in4MD Service’s judgment and is extended appropriately if the Customer delays or fails to provide any necessary or agreed cooperation. The same applies to disruptions caused by force majeure, industrial action, or the occurrence of unforeseen obstacles beyond in4MD Service’s control. In4MD Service is not responsible for such disruptions that delay or prevent performance, even where binding deadlines or dates have been agreed.
(4) Such a disruption entitles in4MD Service to postpone performance for the duration of the hindrance plus a reasonable start-up period, or to withdraw wholly or partly from the contract with respect to the part not yet performed.
(5) in4MD Service is entitled to render partial performance at any time.
(6) Events of force majeure — in particular natural disasters, pandemics, war, strikes, lockouts, energy or telecommunications outages, official measures, and other events that are unforeseeable and beyond in4MD Service’s control — release in4MD Service from its performance obligations for their duration. If such an event lasts longer than two months, both parties are entitled to terminate the part of the contract affected by it.
§ 4 Remuneration and Payment Terms
(1) in4MD Service charges an hourly rate/daily rate/lump sum for its services, plus statutory VAT. The amount of the individual fees is governed by the individual contract. Daily rates relate to all work performed Monday to Friday between 8:00 a.m. and 6:00 p.m. If in4MD Service performs work outside these hours with the Customer’s approval, the proportional daily rate increases as follows:
- by 25% for work performed on weekdays between 6:00 p.m. and 6:00 a.m.
- by 50% for work performed on Sundays
- by 125% for work performed on public holidays
(2) Unless otherwise agreed, daily rates are charged plus travel expenses and other incidental costs incurred. The Customer pays overnight expenses and additional meal costs in accordance with the statutory rules, as incurred. Travel time is charged at half the hourly rate per hour.
(3) If the amount of work changes for reasons for which in4MD Service is not responsible, the parties shall negotiate an adjustment. Any additional orders placed by the Customer, as well as the instruction of operating personnel, shall be at the Customer’s expense. If no agreement on an adjustment of the remuneration is reached, in4MD Service shall limit its services to a reasonable extent.
(4) If more than three months elapse between conclusion of the contract and provision of the service, without in4MD Service being responsible for the delay, in4MD Service may reasonably increase the price to reflect increased material, labor, and other incidental costs borne by in4MD Service, including price increases by its suppliers. If the remuneration increases by more than 25%, the Customer is entitled to withdraw from the contract. For continuing obligations, in4MD Service is entitled to reasonably adjust the remuneration no more than once per year in line with the development of the general cost situation (in particular personnel and supplier costs); if the adjustment exceeds 10% compared to the previous year’s fee, the Customer has a special right of termination effective as of the date the adjustment takes effect.
(5) If in4MD Service accommodates change requests from the Customer, the resulting additional costs shall be invoiced to the Customer.
(6) Invoices for recurring monthly services and lump-sum prices are issued monthly in arrears. Unless otherwise agreed, in4MD Service’s invoices are payable within 14 days of the invoice date without deduction. For services billed on a time-and-materials basis, in4MD Service shall attach proof of services rendered to the invoice. These are sent to an e-mail address named by the Customer and must be confirmed or validly rejected by the Customer within five working days. Confirmation may be given electronically. When sending the proof of services, in4MD Service shall specifically point out to the Customer that it is deemed confirmed if no objection is raised within five working days.
(7) In the event of culpable delay in payment, interest under Section 288 BGB is charged, without prejudice to the assertion of further claims.
(8) in4MD Service is entitled to request partial or installment payments. in4MD Service issues the final invoice immediately after acceptance. In4MD Service deducts partial and installment payments already made from the total amount.
(9) If the Customer fails to meet its payment obligations, or if in4MD Service becomes aware of other circumstances that call the Customer’s creditworthiness into question, whether from the outset or subsequently, in4MD Service is entitled to declare the entire outstanding debt due immediately. In this case, in4MD Service is also entitled to demand advance payment or security, or to withdraw wholly or partly from the contract and to demand the return of services already rendered — without prejudice to further claims for damages — or the assignment of the Customer’s claims for return against third parties. Agreed dates or deadlines for the performance of outstanding services shall lapse in this case without any need for special notice by in4MD Service.
(10) Costs arising from the reversal of a payment transaction due to insufficient funds, and caused by circumstances for which the Customer is responsible, shall be borne by the Customer.
§ 5 Customer's Duty to Cooperate
(1) The Customer shall designate to in4MD Service a technically competent point of contact who can, at short notice, provide the necessary information, transmit the required documents, name discussion partners, and make or facilitate decisions. in4MD Service shall in turn designate a project manager who can prepare coordination and facilitate decisions.
(2) In performing its services, in4MD Service depends on the Customer’s cooperation. In order for all deadlines and dates to be met, the Customer undertakes to support, to the best of its ability, the activities necessary for in4MD Service to render its services, and to provide any necessary cooperation free of charge. This includes, in particular:
- providing all necessary information and documents proactively and in a timely manner
- granting access to premises to the extent required to fulfil the contractual obligations
- providing access to the systems named in the contract
- making decisions within a reasonable period
- where services are rendered on-site: providing office space and equipment (telephone, printer) required to perform the services
- defining test cases and carrying out functional/user acceptance tests
§ 6 Acceptance, Functional Testing, Completion
(1) If in4MD Service installs software for the Customer on the Customer’s hardware or in in4MD Service’s data center, the parties shall carry out a functional test no later than three working days after installation. This also covers the operability of the data backup program. The content and procedure of the functional test are set out in the specification document. The parties shall record the result. Where necessary, they shall also record any required rectification and the date of a further functional test. in4MD Service shall provide the Customer with all documents from the functional test.
(2) The software is deemed to have been produced or installed in conformity with the contract if the computer program, program description, accompanying materials, and development documentation correspond in all material respects to the specification document. The Customer shall then declare acceptance in writing without delay; otherwise in4MD Service shall set it a reasonable deadline. Upon expiry of this deadline, the software is deemed accepted if the Customer has not declared acceptance, has not stated reasons for a delayed or extended functional test, and has not set a further deadline under § 6(3). When setting the deadline, in4MD Service shall expressly point out to the Customer the significance of its conduct, in particular that acceptance will be deemed to have occurred upon expiry of the deadline.
(3) If the software does not correspond in material respects to the specification document, the Customer shall notify in4MD Service thereof in writing without delay. The Customer shall set in4MD Service a reasonable further deadline of at least four weeks to remedy the defect, with the warning that it will withdraw from the contract upon expiry of the deadline.
(4) If acceptance is given subject to reservations, the deviations shall be recorded in the acceptance declaration. in4MD Service undertakes to remedy the defect within a reasonable period. The Customer is entitled to a reasonable security retention from the agreed remuneration.
(5) Irrespective of acceptance, the contract is deemed fulfilled only once the Customer has received all necessary programs and accompanying materials.
§ 7 Property Rights and Copyright Exploitation Rights
(1) in4MD Service reserves unrestricted ownership and copyright exploitation rights in specification documents and other documents. They may be disclosed to third parties only with in4MD Service’s prior written consent. All documents belonging to offers — including copies thereof — must be returned without delay upon request if the Customer does not place the order.
This provision applies correspondingly to the Customer’s documents, unless otherwise agreed in an individual contract.
(2) If the subject matter of the contract includes the provision of software, in4MD Service grants the Customer a non-exclusive, non-transferable, unlimited right of use, unless otherwise contractually agreed. Any further-reaching grant of rights, in particular an exclusive or transferable one, is made only to the extent expressly agreed in an individual contract (see § 14(4)).
(3) Where standard software is the subject of the contractually owed services, the standard software supplied may only be used in accordance with the license terms of the respective software manufacturer. Failure to comply with these license terms may, among other things, result in revocation of the license.
§ 8 Set-off, Retention, and Assignment
(1) Set-off and retention are excluded, unless the counterclaim is undisputed or has been finally and non-appealably established.
The Customer may assign claims against in4MD Service — including warranty claims — only with in4MD Service’s express consent.
§ 9 Retention of Title
(1) Software developed by in4MD Service, as well as all rights to the deliveries and services provided to the Customer, remain the property of in4MD Service until all claims to which it is entitled against the Customer under these Terms and Conditions have been satisfied. The retention of title also applies until all — including future and contingent — claims arising from the business relationship between the Customer and in4MD Service have been satisfied. This applies in particular to ownership of physical deliverables (e.g. documentation, user manuals, etc.) as well as to intellectual usage rights (e.g. in software programs or user manuals). Until then, the Customer is not authorized to transfer the developed software by way of security or to pledge it.
(2) Any resale of the developed software or of the deliveries and services — which is only permitted in the ordinary course of business — must be made subject to retention of title until payment by the end customer, and the Customer hereby already assigns its claim to the purchase price in full to in4MD Service as security; the Customer shall confirm the assignment in writing upon in4MD Service’s request. The Customer is authorized to collect the claims assigned to in4MD Service, but not to make any other disposition of them. This authorization may be revoked at any time in the event of improper payment performance.
(3) In the event of third-party access to goods subject to retention of title, the Customer is obliged to point out in4MD Service’s ownership and to inform in4MD Service thereof without delay. The Customer shall bear any costs of intervention.
(4) If the value of all security interests held by in4MD Service exceeds the outstanding claims on a sustained basis by more than 10%, in4MD Service shall, at the Customer’s request, be obliged to release a corresponding portion of the security interests.
(5) Upon payment of the consideration, the retention of title expires and ownership of the software package, or of the deliveries and services with all their components, passes to the Customer.
in4MD Service shall hand over to the Customer, without delay after acceptance, all further files, documents, and documentation describing the course of the development work and required for further development activities. in4MD Service retains two specimen copies. It deletes all other computer programs from its data carriers.
§ 10 Passing of Risk
(1) Risk passes to the Customer upon installation of the software program on the Customer’s hardware. If goods are delivered by a carrier, risk passes to the Customer upon handover to the carrier. The parties may agree to take out transport insurance, the cost of which is then borne by the Customer.
(2) If dispatch, delivery, or the start or performance of set-up or installation is delayed at the Customer’s request or for reasons attributable to the Customer, risk passes to the Customer for the duration of the delay.
§ 11 Contract Term, Withdrawal, and Termination
(1) Unless otherwise contractually agreed, for recurring monthly services the contract begins on the date of go-live and has a minimum term of 24 months. The contract is automatically extended by a further year unless terminated in text form with three months’ notice before the end of the respective term.
(2) The Customer may terminate the contract concluded with in4MD Service in writing only for good cause. Such cause exists only if in4MD Service has committed a serious breach of duty. Prior to termination, in4MD Service must be given a warning or a deadline to remedy the breach. For services already rendered at the time the termination notice is received, in4MD Service may claim the price attributable to those services. The right of both parties to extraordinary termination for good cause (Section 314 BGB) remains unaffected.
(3) If the Customer defaults on payments or on the fulfilment of other obligations under the contract with in4MD Service, suspends its payments, if a material deterioration occurs in the Customer’s financial situation giving rise to doubts as to its solvency, or if insolvency proceedings are applied for over its assets, in4MD Service is entitled to terminate the contract with immediate effect and to claim damages. in4MD Service is also entitled to withhold its deliveries and services and to set the Customer a reasonable deadline for advance payment or the provision of security.
(4) The scope, availability, maintenance windows, and response times for ongoing operations, hosting, or support services are governed by the respective agreed service description or a separately agreed Service Level Agreement (SLA). Absent a deviating agreement, in4MD Service renders the service in accordance with generally recognized standards of technology, without guaranteeing any particular availability.
§ 12 Warranty
(1) The warranty period begins upon acceptance of the service. It is 12 months.
(2) The Customer shall inspect the goods or service without delay after receipt or first use, insofar as this is feasible in the ordinary course of business, and, if a defect appears, shall notify in4MD Service in writing without delay, but no later than within two weeks after receipt of the delivery and service. If the Customer fails to give such notice, warranty rights lapse, unless the defect was not identifiable upon inspection. Defects that are not identifiable even upon careful inspection within this period must be notified to in4MD Service in writing without delay after discovery, but no later than upon expiry of the 12th month after delivery.
(3) in4MD Service assumes no warranty to the extent a defect is demonstrably attributable to faulty, improper, or negligent operation, failure to follow in4MD Service’s operating or maintenance instructions, unauthorized modifications or repairs, use of parts or materials contrary to the original specification, electrical influences not contractually anticipated, or maintenance of the IT systems by a third party. The warranty remains unaffected for defects not caused by these factors.
(4) Claims for defects are limited to subsequent performance. in4MD Service is entitled to repair or replace defective parts; replaced parts become the property of in4MD Service. Services performed at the Customer’s request that are not based on a warranty claim are charged at the applicable customer service rates. Only after subsequent performance has failed twice is the Customer entitled, at its choice, to demand a reduction in remuneration or rescission of the contract. The same applies if in4MD Service fails to fulfil its obligation to remedy the defect within a reasonable period.
(5) The warranty period for rectification and replacement delivery is three months from acceptance or completion of the required work. It runs at least until the end of the standard warranty period for the original service. It is extended only with respect to the rectified or replacement parts and only for the duration of the rectification work.
(6) If a notice of defect is raised, the Customer’s payments may be withheld only in an amount reasonably proportionate to the defect, and only if there is no doubt as to the validity of the defect claim.
(7) The warranty obligations set out in § 12 do not apply where the law mandatorily prescribes longer periods, such as for consumer goods purchases.
(8) in4MD Service points out that, according to the state of the art, errors in software cannot be excluded.
(9) If in4MD Service proves that the defect complained of by the Customer did not exist, in4MD Service may invoice the services rendered as warranty work at its applicable rates.
§ 13 Liability
(1) Further claims of the Customer, insofar as they do not result from an assumption of guarantee, are excluded. In particular, any claim for compensation for damage not arising to the object of performance itself is excluded. This does not apply in cases of intent, gross negligence, or breach of material contractual obligations by in4MD Service. The mandatory grounds of liability under paragraph 4 — in particular for injury to life, body, or health, and under the German Product Liability Act — remain unaffected in every case.
(2) in4MD Service is in particular not liable for defects attributable to errors in the specification document, or to incorrect information, documents, or materials provided by the Customer. Nor is it liable for the recovery of data. This does not apply only where the Customer complied with its duty to mitigate damage and the data can be reconstructed from machine-readable material with reasonable effort. Finally, in4MD Service is not liable for the failure to achieve performance results from the use of IT systems, for loss of profit, for lost savings, for indirect and consequential damages, or for damage caused by viruses.
(3) Otherwise, in4MD Service’s liability for simple negligence is limited in amount to the typical, foreseeable damage at the time the contract was concluded. The parties may agree on a higher liability amount in return for the Customer assuming the resulting insurance costs. in4MD Service’s existing commercial liability insurance supplements this liability but does not limit it.
(4) The foregoing limitations and exclusions of liability do not apply to damages resulting from injury to life, body, or health caused by a negligent or intentional breach of duty by in4MD Service or its legal representatives or vicarious agents, nor to liability under the Product Liability Act, nor where in4MD Service has fraudulently concealed a defect or assumed a guarantee. In the case of slightly negligent breach of material contractual obligations (cardinal obligations), the fulfilment of which is essential to the proper performance of the contract and on whose observance the Customer may regularly rely, in4MD Service’s liability is limited to the typical, foreseeable damage.
§ 14 Patents and Industrial Property Rights
(1) in4MD Service assumes that the software falls under the protection of Sections 69a et seq. of the German Copyright Act (UrhG) and that contractual use of the IT system within the Federal Republic of Germany does not infringe any industrial property rights.
(2) The parties shall notify each other without delay if third parties assert infringements of industrial property rights. Both in4MD Service and the Customer are free to conduct, themselves or with the support of the other party, at their own expense, all negotiations concerning the settlement of, or any resulting proceedings relating to, such claims. in4MD Service assumes no liability for damages arising from patent infringement.
(3) If in4MD Service itself develops software, it transfers to the Customer the rights arising from the industrial property right for exclusive and sole use and exploitation. In the event that the software or parts thereof meet the requirements of another industrial property right, in4MD Service transfers to the Customer the rights to that property right; no trademark, business or company designation, or patent exists.
(4) With the software right, the Customer obtains the worldwide, exclusive, unlimited, irrevocable, unrestricted, and transferable right to use and exploit the agreed service. This includes in particular the right to edit, design, extend, reproduce, transfer to other data carriers, reproduce in image and sound, publish, store, or otherwise modify the computer program, the program description, and the accompanying materials, as well as to use and exploit them. in4MD Service waives the right to be named as author and its right of recall. It retains no further right of use. This does not affect in4MD Service’s right to continue to use generally applicable programming tools, libraries, modules, and the underlying general know-how and general programming knowledge for other projects as well. The exclusive transfer of rights under this paragraph applies only to developments created individually for the Customer, and only insofar as this is expressly agreed; otherwise § 7(2) applies.
(5) If services were rendered according to designs or instructions provided by the Customer, the Customer shall indemnify in4MD Service, free of charge, against all claims, liabilities, and charges asserted on the basis of infringements of patents, utility models, or trademarks of third parties. Any resulting litigation costs shall be reasonably advanced to in4MD Service.
§ 15 References
The Customer permits in4MD Service to name the Customer as a reference, using its logo. This permission remains valid until revoked in writing by the Customer.
§ 16 Data Protection and Data Processing
(1) The parties shall comply with the applicable data protection provisions, in particular the General Data Protection Regulation (GDPR) and the German Federal Data Protection Act (BDSG).
(2) If in4MD Service processes personal data on behalf of the Customer in the course of rendering its services (data processing within the meaning of Art. 28 GDPR), the parties shall conclude a separate data processing agreement before processing begins. The Customer remains the controller within the meaning of Art. 4 No. 7 GDPR.
(3) in4MD Service commits the employees involved in the processing to confidentiality and takes the technical and organizational measures required under Art. 32 GDPR to protect the data.
(4) in4MD Service is entitled to engage sub-processors to render its services, in particular data center operators as well as cloud/hyperscaler providers (e.g. Microsoft Azure, Google Cloud) and SAP operating offerings (e.g. RISE with SAP). Selection, approval, data location, and the safeguards required under Art. 28 GDPR are governed by the separate data processing agreement (paragraph 2).
§ 17 Non-Disclosure and Confidentiality
(1) The parties undertake to treat as confidential all confidential information and trade and business secrets of the other party that become known to them in the course of the cooperation, not to disclose them to third parties, and not to use them for their own purposes.
(2) This excludes information that is demonstrably publicly known, was already known to the receiving party before disclosure, or must be disclosed due to a statutory obligation or an official or judicial order.
(3) This obligation continues to apply even after termination of the contractual relationship.
§ 18 Special Provisions for SAP Hosting and Operation
(1) The Customer ensures that, for the entire scope operated or hosted by in4MD Service, it holds all necessary licenses and usage rights to the SAP software and to other third-party software, and that it maintains these throughout the entire contract term; this also covers any indirect or digital access. in4MD Service itself does not provide any SAP licenses. The Customer shall indemnify in4MD Service against all third-party claims, in particular those of SAP SE or its group companies, arising from the Customer’s insufficient or missing licensing.
(2) The Customer shall cooperate in SAP system measurements and license audits and shall provide the information, access, and user accounts (e.g. SAP S-users) required for this purpose in a timely manner. The Customer bears the consequences of under- or mis-licensing, as well as any resulting re-licensing or audit costs. in4MD Service supports the measurement to the agreed extent.
(3) in4MD Service is entitled to have the services rendered by subcontractors, in particular data center operators as well as cloud/hyperscaler providers (e.g. Microsoft Azure, Google Cloud) and within the framework of RISE with SAP. The place of operation (own data center or one operated by a subcontractor, hyperscaler infrastructure, or remote operation in the Customer’s data center) is governed by the respective agreement. In the case of remote operation in the Customer’s data center, the Customer is responsible for provision, physical access, physical security, power supply, and the network and hardware infrastructure.
(4) in4MD Service carries out the maintenance of the system layers it operates (in particular operating system, database, and SAP basis) forming part of the agreed scope of services. Maintenance windows are announced to the Customer with reasonable advance notice. The implementation of SAP support packages, patches, upgrades, or release changes is carried out only to the extent agreed and, unless covered by a flat fee, is billed on a time-and-materials basis.
(5) Availability, data backup, recovery times, and recovery points (RTO/RPO) are governed by the respectively agreed Service Level Agreement (§ 11(4)). Absent an express agreement, in4MD Service does not owe any particular availability or data recovery. Recovery is carried out within the scope of the agreed backups; otherwise § 13(2) applies. The Customer remains responsible for backing up its own data and content beyond the agreed backup scope.
(6) Upon termination of the contract, in4MD Service shall hand over to the Customer its data and the SAP systems operated, in a common, processable format. Migration and handover services beyond the agreed scope are provided by in4MD Service against separate remuneration. After complete handover and expiry of a reasonable transition period, in4MD Service shall delete the Customer’s data, subject to statutory retention obligations.
(7) Use of the SAP and other software may be subject to foreign trade, export, and sanctions law provisions. The Customer is responsible for complying with these provisions with respect to its use, and shall not use the services contrary to applicable embargo or sanctions rules.
(8) in4MD Service renders the operating services in accordance with recognized information security standards (ISO 27001, ISO 9001). The agreement of specific certifications or standards (e.g. BSI C5) requires a separate arrangement.