1.1. These General Terms and Conditions ("GTC") govern the relationship between SoftBCom Berlin GmbH (hereinafter ‘SoftBCom’), a full-stack IT company providing solutions for customer service, acting as vendor and / or reseller, consultant, integrator, SaaS operator and provider of services, and its customers ("Customers" or “Customer”).
1.2. SoftBCom's offers are directed exclusively at entrepreneurs within the meaning of § 14 BGB (German Civil Code), i.e. natural or legal persons or partnerships with legal capacity. Only these are Customers within the meaning of these terms and conditions. By concluding the contract, the Customer declares that his use is predominantly attributed to his commercial or independent professional activity.
1.3. Furthermore, all Customers who enter into or have entered into a relationship with SoftBCom (whether free of charge or in return for payment) by signing a contract or an offer, placing a separate declaration (e.g. an order or registration), or using its software or services, have thereby accepted these GTC.
1.4. Conflicting terms and conditions of purchase or business are to be considered subordinate to these GTC.
2.1. SoftBCom provides software solutions for customer servicing and support, process automation (including AI), security, productivity, and high availability, all intended for a wide range of customers from SMB to enterprise-level.
2.2. Software: The software and related applications provided by SoftBCom, including without limitation: a. SoftBCom Contact Center (SCC) b. SoftBCom Managed Outbound (SMO) c. SoftBCom AI (SAI) d. SoftBCom Service Desk (SSD) e. SoftBCom Workforce Management (SWM)
2.3. Any software designated by SoftBCom name is a SoftBCom’s trademark, and subject to exclusive rights of SoftBCom.
2.4. SoftBCom’s software offers a comprehensive range of functions including automation technology, low-code framework, SDK, open interface architecture, and a curated portfolio of third-party solutions with connectors.
2.5. SoftBCom’s modular software solutions can be integrated natively via plug & play, but can also be used stand-alone or integrated bilaterally with third-party solutions via existing REST- / CTI API connectors.
2.6. The software may be accessible on cloud platform (AWS, Azure, Google, etc.), local cloud (data centers) and on-premise.
2.7. Services: SoftBCom’s professional services may include (without limitation):
a. Consulting
b. Implementation
c. Integration
d. Support
e. Maintenance
f. Employee consultation
g. Partner certification
h. SaaS operation
2.8. SoftBCom’s software solutions and services are subject to continuous functional and technical development. New functions arise from customer input, market research and continuous monitoring of relevant technology innovations by R&D experts.
2.9. When SoftBCom’s offer is extended to include additional services or software from third parties, SoftBCom shall obtain the Customer's consent to any additional necessary contractual conditions before activating the additional services.
2.10. Customer Data: All information entered into the Software by the Customer or provided to SoftBCom otherwise.
2.11. In relation to Customer’s or customers’ clients personal data, SoftBCom adheres to the legal requirements (GDPR). All details can be found in the SoftBCom privacy policy: https://www.softbcom.de/datenschutzerklarung
2.12. SoftBCom normally utilizes servers placed in the EU, more specifically, in Germany. For non-EU Customers, data centers within their countries of residence may be used.
2.13. Customers may work with client’s data within SoftBCom software. Processing such data within legal norms is their responsibility.
2.14. SoftBCom generally avoids having access to Customer’s or their clients’ personal data. Exceptions are data from user logins, report or invoice recipients and data necessary for contract and orders’ fulfilment. Should an AVV be necessary for a special application or service requested by the Customer, SoftBCom will actively point this out. When needed, special anonymization measures are taken.
2.15. Access to client data may be required by SoftBCom specialists to a limited extent solely for diagnosing problems reported by clients. In this case, no data is processed, alienated from the system, copied or stored anywhere outside the system.
2.16. License: The limited, non-exclusive, non-transferable right to use the Software as per these GTC.
3.1. License Grant: SoftBCom grants Customers a non-exclusive license, limited to the duration of the cooperation, for accessing and/or installing the SoftBCom software and using it for the Customers’ internal business purposes.
3.2. License terms can be perpetual, 1-year, 3-month and 1-month.
3.3. Resale, transfer or rental of the granted user licenses is only permitted with the prior written consent of SoftBCom.
3.4. Customers may not copy, modify, distribute, or reverse engineer the Software.
3.5. All intellectual property rights in the Software remain with SoftBCom.
3.6. Availability. SoftBCom provides the contractually owed services 365 or 366 days a year (“operating time”) and guarantees an annual average availability of up to 99,9% during the operating time. In cases when SoftBCom manages application layer operation (including SaaS), the time during which maintenance, backup or update processes may be carried out, as well as times for other maintenance work are excluded, provided that this is announced up to 24 hours in advance and does not last longer than 6 hours. Also excluded from the operating hours are all operational disruptions that are beyond SoftBCom's control (e.g. force majeure, fault of third parties, etc.).
3.7. Support: SoftBCom Berlin GmbH provides support for all its software solutions in accordance with the support plan ordered. By default it is 9.00-18.00 CET on weekdays, excluding national and local holidays in Germany and Berlin.
3.8. Software maintenance support must be ordered separately for perpetual purchase licenses.
3.9. SoftBCom SSD ticketing system is used for ticket and service request processing and communication. Ticket receipt confirmations are sent automatically from SoftBCom’s ticketing system immediately after receipt.
3.10. For errors that prevent operation (error class 1: the error prevents the use of the subject matter of the contract or essential parts of the subject matter of the contract) and errors that hinder operation (error class 2: the error severely hinders the use of the subject matter of the contract, i.e. the use of the contractual product is only possible with considerable effort or the use of the contractual product poses an unreasonable risk for the proper functioning of other systems of the licensee) SoftBCom will begin to correct the error within 4 hours and correct the error in a reasonable time.
3.11. For all other errors (error class 3: use is not significantly affected), SoftBCom will begin to fix them within a reasonable period of time and will fix them as soon as internal processes at SoftBCom (e.g. the next update of the SoftBCom software) make efficient fixing possible.
3.12. A defect may be categorized into a lower category by SoftBCom after partial rectification or after demonstrating a workaround.
4.1. A contractual relationship with a Customer comes into being when an order is sent to SoftBCom in writing or electronically and is confirmed by SoftBCom (or, in case of a SaaS solution, SoftBCom’s offer is accepted).
4.2. Unless otherwise agreed in writing in the offer or order confirmation, the minimum term for each SoftBCom contract is two years.
4.3. Placed orders and effected orders are binding and not transferable to other customers.
4.4. When placing the order, the Customer must provide all information truthfully and completely. SoftBCom is to be informed immediately of any subsequent changes of address or contact person.
4.5. All contracts shall be automatically extended at the end of the contract period for one year, with all other conditions being the same, unless a notice of termination has been submitted 1 calendar month before the end of the contract period, or a substituting agreement has been made in writing. The date of receipt of the declaration by SoftBCom shall be decisive for the effectiveness and timeliness of a notice of termination. A termination is also possible by email to contactcbc@softbcom.com, provided that the sender can be clearly identified.
4.6. SoftBCom is entitled to use the Сustomer's name and logo as a reference. SoftBCom will notify the Сustomer of this circumstance before using them as a reference for the first time. The Customer can revoke this consent at any time. A simple notification, e.g. by email, is sufficient.
5.1. Customers agree to pay the fees outlined in their order form or agreement. The fees stated in the current price list, a previously submitted specific offer or SoftBCom’s website, as applicable, and valid at the time of the conclusion of the contract shall apply. All prices are in euros and exclusive of the statutory value added tax.
5.2. SoftBCom shall issue an invoice at the end of each month for its services and license use in the respective month.
5.3. The number of pay-per-use licenses used (if not specified otherwise) shall be evidenced by SoftBCom on the basis of telemetric software embedded in the system and shall be deemed binding by the client.
5.4. Other services shall be invoiced as offered. The services booked and commissioned in the respective month are always invoiced.
5.5. Payment Terms: Payments are due within 14 calendar days of the invoice date, unless otherwise agreed.
5.6. Payment date is the date when money is credited to SoftBCom’s account.
5.7. Certain SaaS licenses may require allocation of funds onto a Customer’s account with SoftBCom, that will be debited against use.
5.8. Late Payments: Overdue amounts may incur interest at 12,37% per year, recalculated for the amount of days overdue, plus reminder fee of 5 EUR per reminder.
5.9. In the event of default on more than one liability, all claims shall become due immediately. The client is not entitled to offset against other payment claims.
5.10. In case a payment for a liability is over one month overdue, SoftBCom is entitled to stop further services, including providing of support and overall access to Software. SoftBCom may deny license re-issue.
5.11. SoftBCom is entitled to cancel a contract unilaterally in case of a liability 3 months or more overdue. In this case all Customer settings, configurations and data will be deleted.
5.12. All outstanding debts (for a limited time contract, including all further months until end of contract) remain due and payable.
5.13. SoftBCom is entitled to assign the claims arising from the business relationship.
6.1. Customers are responsible for providing access to the Software to entitled employees (including registration of employees and delegation of supervisor rights) and maintaining the confidentiality of their login credentials.
6.2. Customers are responsible for ensuring compliance with these GTC.
6.3. Customers are obliged to use Software only within the legally permissible framework (according to the GDPR / Unfair Competition Act) and for a legitimate purpose. Depending on the purpose of further data storage / processing, it may be necessary for a Customer to explicitly obtain the necessary consent of clients and / or the persons concerned (e.g. via “double opt-in”) before further actions are taken. Compliance with these restrictions is the sole responsibility of the Customer and SoftBCom is not responsible for it.
6.4. In cases when SoftBCom provides service (like operating application layer or providing SaaS), in order to ensure compliance with these GTC, current contract and for reasons of fault-free operation of the system, as well as for reporting and support needs, the Customer authorizes SoftBCom to log sessions made within the system, either individually or in aggregated form, and to analyse them manually or automatically. Such data will be processed in accordance with SoftBCom’s privacy policy.
6.5. If a Customer's violation of the provisions set out in sections 6.1. to 6.3. results in a violation of third-party rights, the Customer shall indemnify SoftBCom against all resulting claims. The reimbursable costs shall also include reasonable costs of legal defence incurred by SoftBCom in defending against third-party claims. However, SoftBCom will inform the Customer immediately of any legal defence measures to be taken.
7.1. SoftBCom complies with applicable data protection laws, including GDPR.
7.2. Customer retains ownership of Customer’s data.
7.3. SoftBCom will not share any data without owner’s consent, except as required by law.
7.4. Both SoftBCom and Customers agree to keep confidential any proprietary or sensitive information exchanged during the term of this agreement.
7.5. SoftBCom undertakes to oblige its employees to maintain confidentiality and to comply with GDPR and other applicable laws when treating sensitive information. This shall also apply beyond the possible termination of the cooperation.
7.6. SoftBCom shall delete or return all data, documents and other records after the cooperation has ended and at the request of the client.
8.1. SoftBCom is only liable to the Customer for damages caused intentionally or through gross negligence. This does not apply if SoftBCom violates essential contractual obligations. Essential contractual obligations are those whose fulfilment is essential for the proper execution of the contract and on whose compliance the contractual partner regularly relies or may rely.
8.2. Total liability is limited to the fees paid in the 12 months preceding the claim.
8.3. SoftBCom shall not be liable for financial losses in the event of indirect damage, in particular consequential damage, unforeseeable damage or atypical damage, as well as loss of profit in the event of slight negligence.
8.4. The statutory strict liability of SoftBCom – in particular, liability under the Product Liability Act and statutory guarantee liability – remains unaffected by the above limitations of liability. The same applies to SoftBCom's liability for culpable injury to life, limb or health. 8.5. The limitations and exclusions of liability according to sections 8.1. to 8.4. also apply to the personal liability of SoftBCom's workers, employees, representatives, organs and vicarious agents.
9.1. SoftBCom warrants that the Software will function substantially as described in documentation.
9.2. No warranty is provided for issues caused by misuse or by use of non-SoftBCom third-party software that is not a part of the system.
9.3. No warranty is provided for Software that is not supported.
10.1 Termination by Customer: Customers may terminate contracts one month before end of term or by a separate bilateral agreement.
10.2 Termination by SoftBCom: SoftBCom may terminate for breach of these GTC or for reasons described in Section 5. If a given software application or service are being discontinued, SoftBCom notifies the Customer, and carries on until end of the current contract. Minimum notification period is 3 months.
10.3 Effect: Upon termination, access to the Software will cease, and Customer data, settings and configurations will be deleted.
11.1. These GTC are governed by the laws of Germany.
11.2. Disputes will be resolved through arbitration in Berlin, Germany, unless specified differently.
12.1. SoftBCom reserves the right to amend these GTC.
12.2. In the event of a change to these General Terms and Conditions applicable to the contractual relationship by SoftBCom, the respective new version shall become part of the contract no earlier than two months after receipt of a corresponding declaration, provided that SoftBCom notifies the Customer of the changes in text form, referring to the possibility of objection and to a one-month period for objection after receipt of the corresponding declaration, and provided that the Customer does not object within one month of receipt of the corresponding declaration. If an objection is raised, the contract will continue unchanged. The right of the Customers to terminate the contract remains unaffected.
12.3. Amendments and supplements to SoftBCom contracts and notices of termination must be made in writing (e.g. by email or post).
13.1. Force Majeure: SoftBCom is not liable for delays caused by events beyond its control.
13.2. Severability: If any provision is found invalid, the remaining provisions remain enforceable. Contact Information For questions regarding these GTC, contact us at contactsbc@softbcom.com or SoftBCom Berlin GmbH, Schiffbauerdamm 19, 10115 Berlin.
