PROXYTEC – version: 2024
Please note: This English version of our General Terms and Conditions is provided for your convenience only. In the event of any discrepancy between this translation and the German original, only the German version is legally binding. Read the German version.
Sebastian Herrmann (hereinafter „PROXYTEC“)
All deliveries and services of „PROXYTEC – Sebastian Peter Herrmann“ are subject to these terms and conditions. At the latest upon acceptance of the goods or services, these terms are deemed to have been accepted. Conflicting terms of business or purchasing conditions of the customer are recognised only if they have been expressly agreed in writing. Ancillary agreements and additions to the contract are legally ineffective unless confirmed in writing by „proxytec – Sebastian Peter Herrmann“.
(1) These General Terms and Conditions apply exclusively. The customer’s general terms and conditions apply only insofar as proxytec has expressly agreed to them in writing.
(2) These General Terms and Conditions govern the legal relationship between PROXYTEC and its customers with regard to the supply of goods, the granting of rights of use and the permanent transfer of software licences, the creation of websites and the provision of services, in particular the installation of software on the customer’s IT infrastructure and the backing up of customer data.
(1) When purchasing hardware, the customer must inform PROXYTEC in text form upon placing the order which functions must be executable.
(2) PROXYTEC’s obligation to perform is limited to services that are technically possible on the manufacturer’s side. Technical feasibility is a prerequisite for all installations and configurations.
(1) Where the subject matter of the contract is the granting of rights of use and the permanent transfer of software developed by PROXYTEC, the customer receives a copy of the licensed item embodied on a data carrier, or the licensed item is made available for download by e-mail. The customer receives a licence entitling them to use the licensed item within the scope specified in the order confirmation.
(2) PROXYTEC is not obliged to hand over the source code of the licensed item.
(3) The customer acquires the simple right, unlimited in time and place, to use the licensed item as intended for internal purposes. Rights to modify, distribute or make publicly available are not granted.
(4) The customer may create backup copies only insofar as this is necessary for the contractual use of the licensed item.
(5) The customer is not permitted to assign or transfer the granted rights of use to third parties or to grant sub-licences.
(6) The customer must report obvious defects without delay, at the latest within two weeks of delivery. If notification is not given in good time, the licensed item is deemed approved with respect to that defect.
(7) In the event of a defect, PROXYTEC first has the obligation and the right to subsequent performance. At PROXYTEC’s discretion, subsequent performance may take the form of delivery of a new item or rectification.
(8) Where standard software developed by PROXYTEC (e.g. „Password Vault“) is provided for operation on infrastructure supplied or controlled by the customer (own server or VPS), the customer is responsible for installation, secure operation, the installation of updates and regular data backups. The software is provided in the version supplied in each case; suitability for any purpose beyond the service description, uninterrupted availability or absolute security against unauthorised access are not owed. The licence applies per company and installation; the number of users, employees and end customers created by the customer is unlimited. PROXYTEC’s liability is governed by § 9.
(1) The customer is obliged to cooperate in the implementation of the contract where necessary, in particular to provide required information without delay upon request. If PROXYTEC is unable to fulfil the contract because of a breach of the duty to cooperate, PROXYTEC may terminate the contract and invoice 15% of the order value.
(2) The customer is obliged to protect their data against loss. The customer is obliged to examine their data holdings and the logs of their data backups regularly. Disruptions in connection with internet access due to force majeure or events for which PROXYTEC is not responsible do not give rise to any liability claim by the customer against PROXYTEC.
(1) The remuneration falls due in full upon delivery or acceptance. Without any further declaration by PROXYTEC, the customer is in default 10 days after the due date insofar as payment has not been made.
(2) In the event of defects, the customer has no right of retention unless the delivery or service is obviously defective. In such a case the customer is entitled to withhold payment only insofar as the amount withheld is in reasonable proportion to the defects and the expected cost of subsequent performance.
(1) The customer is obliged to notify PROXYTEC of obvious defects within 3 days of receipt of the goods. Later defects must be reported without delay. Defects must be described in writing and in as much detail as possible.
(2) Partial deliveries are permissible insofar as they are reasonable for the customer.
(3) PROXYTEC is entitled to deliver modified and adapted products deviating from the customer’s order if the properties of the replacement product are equivalent or superior.
There are no claims for defects in the case of only insignificant deviation from the agreed quality or only insignificant impairment of usability. In such a case the customer is not entitled to claim damages.
In the event of malfunctions of software supplied by PROXYTEC, rectification may also be carried out or supported by the delivery or installation of an update, provided this is reasonable for the customer.
(1) PROXYTEC is liable in cases of intent or gross negligence and in the case of culpably caused injury to life, body or health in accordance with statutory provisions. In cases of gross negligence, liability is limited to the foreseeable damage typical of the contract. In all other respects PROXYTEC is liable only under the Product Liability Act, for the culpable breach of material contractual obligations, or insofar as PROXYTEC has fraudulently concealed the defect or assumed a guarantee.
(2) The provisions of paragraph (1) above apply to all claims for damages, irrespective of the legal grounds.
(3) The above provisions do not entail any change in the burden of proof to the customer’s detriment.
(1) Correct and timely supply to ourselves remains reserved.
(2) In the event of delayed performance, PROXYTEC is liable in cases of intent or gross negligence in accordance with statutory provisions. Outside these cases, liability for default is limited to a total of 5% for damages in addition to performance and to a total of 10% of the value of the delivery or service for damages in lieu of performance. Further claims by the customer are excluded. The customer’s right to withdraw from the contract remains unaffected.
In the event of impossibility of delivery or performance, PROXYTEC is liable in cases of intent or gross negligence in accordance with statutory provisions. Outside these cases, liability for impossibility is limited to a total of 10% of the value of the delivery or service. The customer’s right to withdraw from the contract remains unaffected.
(1) The limitation period for claims and rights arising from defects is one year. Excepted from this are the cases of § 438 (1) nos. 1 and 2 and § 634a (1) no. 2 of the German Civil Code (BGB), for which a limitation period of three years applies.
(2) The limitation periods do not apply in the case of intent, fraudulent concealment of a defect, grossly negligent breach of duty, culpable injury to life, body or health, or claims under the Product Liability Act.
(4) For all claims, the limitation period begins upon delivery, and for work performances upon acceptance.
The delivered item remains the property of PROXYTEC until full payment has been made.
(1) The customer may assign claims arising from this contract only with PROXYTEC’s consent.
(2) The customer may only set off claims that are undisputed or have been established with legal effect.
(1) We use an automated, AI-supported telephone assistant to handle incoming calls. The AI may provide suggested solutions, recommendations, appointment details, product information or other guidance.
(2) All statements, suggestions or information provided by the AI telephone assistant do not constitute binding legal, tax, medical or technical advice or any other qualified human advice. They serve solely as initial orientation.
(3) The caller is obliged to check all information, suggestions or recommendations provided by the AI on their own responsibility before implementation and – where necessary – to have them verified by qualified human advice.
(4) The caller acts at their own risk when implementing or relying on AI statements. We accept no liability for the accuracy, completeness or suitability of the information provided by the AI.
(5) Liability for damage arising from use of the AI telephone assistant is excluded to the extent permitted by law. This does not apply to damage arising from intent, gross negligence or injury to life, body or health.
(6) We reserve the right to modify or discontinue the AI telephone assistant at any time.
The following provisions apply exclusively to the „Password Vault“ software developed by PROXYTEC. For this product they take precedence over the other provisions of these terms; in all other respects §§ 1 to 15 apply in addition.
(1) Subject matter of the contract. The subject matter is the time-limited provision of the „Password Vault“ software for installation and operation on infrastructure supplied or controlled by the customer (own server, virtual server/VPS or comparable system). PROXYTEC owes neither hosting nor operation of the software, no provision as software-as-a-service (SaaS) and no storage of customer data. There is no entitlement to the release of the source code.
(2) Scope of licence and product tiers. The customer receives a simple, non-exclusive and non-transferable right to use the software for their own business purposes during the agreed term. The licence applies per company and per installation or domain. The scope is determined by the product tier booked. Decisive are the number of customer companies created and an upper limit for the total number of employees created across all customer companies (fair-value limit):
A change to a higher tier is possible at any time by purchasing and entering a new licence key.
(3) Independence of customer companies. Every legally independent company (its own legal personality or legal entity) must be created as its own customer company. Combining several legally independent companies under one customer entry in order to circumvent the licensed scope is prohibited. Several sites, branches or departments of the same legal entity, by contrast, count as one customer company.
(4) Evidence of licence-compliant use. Where there is reasonable suspicion that the licensed scope is being circumvented, PROXYTEC may require the customer to provide evidence of licence-compliant use; an extract of the figures shown in the software under Settings → Licence is sufficient for this purpose. No automatic transmission of usage or licence data to PROXYTEC takes place. If circumvention is established, PROXYTEC is entitled to require subsequent licensing corresponding to the actual use or to terminate the contract for cause.
(5) Usage restrictions. The licence does not entitle legally independent affiliated companies (in particular parent, subsidiary or sister companies) to use the software, nor does it permit operation of the software for or on behalf of the customer’s own customers. A separate licence is required for each additional company and each additional installation. Subletting, sub-licensing, resale and transfer to third parties are not permitted without PROXYTEC’s prior written consent.
(6) Term and behaviour on expiry. The licence is provided with a term of either 12 or 24 months; the fee is payable as a one-off payment for the respective term. There is no automatically renewing subscription; renewal takes place by purchasing a new licence. On expiry of the term the software switches to a restricted operating mode (lock mode): customer data already stored is retained, but productive use is blocked. There is no entitlement to use after expiry. The same applies if the licensed scope is exceeded: customer companies and employees already created remain fully usable; only the creation of further customer companies or employees is blocked until subsequent licensing. No data loss occurs in either case.
(7) Customer obligations. The customer operates the software on their own responsibility. In particular, the customer is responsible for: providing and securing the server (operating system and security updates, firewall and access protection, secure credentials), installing the Software updates provided by PROXYTEC, performing and checking regular data backups and securely storing the encryption key and the recovery data. Loss of the encryption key renders the encrypted data permanently unreadable; PROXYTEC accepts no responsibility for this. The customer is further responsible for complying with the data protection obligations applicable to them (see our privacy policy).
(8) Support. During the term, PROXYTEC provides software updates and answers enquiries about the operation and installation of the software by e-mail (support@proxytec.de) within normal business hours. Not covered by the licence fee and to be remunerated separately are in particular: installation and set-up at the customer’s premises, support in selecting and setting up a server or VPS, administration of the operating system, data recovery, customisations and training. A specific response or recovery time is owed only insofar as it has been expressly agreed in writing.
(9) Quality and liability. The software is provided in the version supplied in each case. Suitability for any purpose beyond the service description, uninterrupted availability and absolute security against unauthorised access are not warranted. PROXYTEC’s liability – on whatever legal grounds – is excluded to the extent permitted by law. This does not affect liability for intent and gross negligence, for damage arising from injury to life, body or health, under the Product Liability Act, or for breach of material contractual obligations; in the case of simple negligence, liability is limited to the foreseeable damage typical of the contract. § 9 applies in addition.
(10) Business customers only. The software is supplied exclusively to entrepreneurs within the meaning of § 14 BGB, legal entities under public law and special funds under public law. No contract is concluded with consumers within the meaning of § 13 BGB.
(11) Limitation period. Customer claims arising from defects in the software become time-barred twelve months after provision. This does not apply to claims arising from intent, gross negligence, fraudulent concealment of a defect, injury to life, body or health, or claims under the Product Liability Act; the statutory periods apply in those cases.
(12) Applicable law. The law of the Federal Republic of Germany applies exclusively, to the exclusion of the United Nations Convention on Contracts for the International Sale of Goods (CISG). The place of jurisdiction is set out in § 17.
In the event of any disputes arising from the contractual relationship, if the customer is a merchant, a legal entity under public law or a special fund under public law, legal action must be brought before the court having jurisdiction for PROXYTEC’s registered office (Heilbronn, Germany). PROXYTEC is also entitled to bring action at the customer’s head office.
Should individual provisions of these General Terms and Conditions be or become invalid, the remaining provisions remain effective. This does not apply if adherence to the contract would constitute unreasonable hardship for one party. In such a case the wholly or partly invalid provisions are to be replaced by appropriate agreements that come as close as possible to the economic intention of the contracting parties.
PROXYTEC and the customer will treat as confidential any trade and business secrets of the other contracting party that become known in the course of the business relationship and that are marked as such or obviously recognisable as such, including after the business relationship has ended.
The General Terms and Conditions apply subordinately to the provisions of these service conditions in their respective current version. Our customers receive the password for the service conditions on request.