General Terms and Conditions
comstruct ICT GmbH
Last updated: February 2026
German
1. Scope of Application
1.1. These General Terms and Conditions (“Terms and Conditions”) govern all contractual relationships between comstruct ICT GmbH, based in Bammental (“comstruct”), and its customers regarding the use of comstruct Services (“Services”), including the use of the platform, interfaces, and applications listed below.
1.2. comstruct’s offer to use the Services is directed exclusively at entrepreneurs within the meaning of Section 14 of the German Civil Code (“Customer”).
1.3. The contractual relationship between comstruct and the Customer is based solely on the contract incorporating these Terms and Conditions (together, the “Agreement”). Any inclusion of the Customer’s terms and conditions is rejected.
1.4. The contract language is English.
2. Subject Matter of the Contract
2.1. comstruct offers a data platform (“Platform”) through which construction companies and suppliers can exchange and process information from the construction process. This information includes, in particular, product catalogs, goods call-offs, order confirmations, delivery notes, and invoices. Processing relates in particular to standardizing, aggregating, and interpreting the shared information as well as enriching it with external data sources. The subject matter of the contract is the provision of the Platform for construction companies, suppliers, and providers of consulting or software solutions for the construction industry (each a customer within the meaning of Section 1.2) by comstruct.
2.2. For customers, there are two different ways to access the Platform, either by connecting the comstruct API (“API”) to the respective ERP or planning system of the Customer or, secondly, via the web app / mobile app (“App”).
2.3. comstruct reserves the right, without the Customer acquiring any claim thereby, to extend the Platform, its interfaces and the applications (together the “Software”) in the form of patches, updates and upgrades and to make improvements if these (i) serve technical progress or (ii) appear necessary to prevent misuse. In addition, comstruct is entitled to change the Software and/or the Service if (i) applicable law requires such changes, (ii) the changes are beneficial to the Customer, or (iii) the changes are purely technical or procedural in nature and have no material impact on the Customer.
2.4. No adaptation of the Software to the Customer’s individual needs is owed.
2.5. The respective applications can be operated on the Customer’s and its employees’ or freelance staff’s smartphones/tablets/PCs (“Users”). This also applies to employees of the Customer’s subsidiaries with an ownership interest of at least 25%. Prerequisite is installation of the Software on the respective end device. To use the Software, the respective User must first log in to the App. The access data will be provided to the Customer by comstruct.
3. Contract Formation Between Customers via the Software
3.1. All declarations of intent made by the Customers in the course of using the Software are legally binding.
3.2. comstruct acts solely as a provider of the Platform. comstruct is not a contracting party to the contracts concluded between the Customers via the Platform. Consequently, comstruct also assumes no liability for obligations assumed by the Customers in the course of concluding the contract.
3.3. Construction companies can also order construction materials from suppliers via the Platform on the basis of framework agreements through comstruct, which themselves are not necessarily customers of comstruct (“Call-offs”). The construction company must provide information on the item and quantity during the ordering process. The respective contract is concluded between the construction company and the relevant supplier. comstruct acts merely as an intermediary in this contract formation and does not become a contracting party to the contracts concluded between construction companies and suppliers.
4. Provision of SaaS Software and Interface
4.1. The data platform, its interfaces and the applications are hosted on server infrastructure provided by comstruct and connected to the Internet. comstruct provides the Customer with software as well as the transmitted data for use as so-called software as a service at the router output of the respective data center (“handover point”). comstruct is not obligated to establish and maintain the data connection between the Customer’s IT system and the Internet.
4.2. comstruct will make daily backups of the Platform and its exact data contents and store them for a period of seven days. Backups will be restored should a malfunction of the Platform occur.
4.3. The Software is offered subject to availability. The average availability of the Software is 99% on a monthly average. The availability of the Software at the handover point is decisive. The following are not included in the calculation of availability:
(i) regular maintenance windows, which may amount to up to eight hours per week and are usually carried out between 10:00 p.m. and 4:00 a.m. Central European Time,
(ii) periods of unavailability due to unscheduled maintenance work necessary to remedy operational disruptions,
(iii) malfunctions or delays due to the failure or overload of Internet or telecommunications lines within the responsibility of third-party providers, and
(iv) periods of unavailability due to circumstances beyond the control of comstruct or the third-party companies commissioned by comstruct, in particular force majeure.
4.4. comstruct grants the Customer access to the Software for the duration of the contract. The Software is provided “as is”. The scope of services is determined by the intended purpose assumed by the contract. The Customer has no claim to specific functionalities beyond the purpose of the contract.
4.5. comstruct is entitled to update, change, suspend or interrupt the Software at any time, provided this does not jeopardize the purpose of the contract. Section 4.3 remains unaffected.
4.6. The Customer is not permitted to:
copy, transfer, sell or otherwise make the Software available to a third party,
use the Software in such a way that the use of the Services is made possible for the Customer or a third party in a manner not covered by a corresponding contract,
modify, adapt, combine, alter, translate, decompile, disassemble or remove derivative works of the Software or any part thereof except to the extent permitted by law.
5. Rights of Use to Software and the Interface
5.1. comstruct is the owner of all rights to the Software. For the duration of the main contract, comstruct grants the Customer a simple, non-transferable, non-sublicensable, geographically unrestricted right to use the Software to the extent necessary to fulfill the purpose of the contract.
5.2. In the event of a breach by the Customer of the main contract or these Terms and Conditions, comstruct will request the Customer to remedy or eliminate the breach within a reasonable period. Should the Customer fail to comply with this request within the period specified, all rights granted shall automatically revert to comstruct. Any further use of the Software by the Customer thereafter is prohibited. The right to terminate the main contract without notice for good cause remains unaffected.
6. Third-Party Rights of Use (Third-Party Software)
6.1. The Software may contain open-source software components. Use of these components is governed exclusively by the applicable terms of use of the open-source software components that are transmitted and/or referenced as part of the open-source software components. In the event of conflicts or contradictory provisions between the license terms of the open-source software and the provisions of these Terms and Conditions, the license terms of the open-source software shall prevail.
6.2. If comstruct provides APIs or add-ons for third-party software, such third-party software is not covered by the grant of rights under Section 5. The Customer is solely responsible for obtaining the corresponding rights of use.
7. Support Services
7.1. Support requests are generally processed on business days (Munich, Germany) between 8:00 a.m. and 5:00 p.m. On 12/23 and between 12/27 and 01/02 of each year, support services may only be provided to a limited extent.
7.2. Support requests must be reported in writing by email to support@comstruct.eu with a comprehensible description of the errors, which should, where possible, be substantiated by written records, screenshots, or other documents evidencing the defects. The defect report should enable reproduction of the error.
8. Customer’s Duties of Cooperation and Information
8.1. The Customer shall fulfill the obligations incumbent upon it for the performance of the contract in a timely, proper and complete manner. In particular, it shall:
provide all necessary hardware or equipment required to access the Software, such as smartphone/tablet/PC and internet connection (“System Requirements”). An overview of the current system requirements can be found on comstruct’s website at comstruct.com/systemanforderungen. The operation and maintenance of these technical prerequisites are solely the Customer’s responsibility.
bear the costs of providing the system requirements.
ensure that the content it provides in the Software does not infringe third-party rights.
ensure that the Software is used exclusively within the framework of legal requirements, including data protection law.
9. Compensation
9.1. The Customer shall pay comstruct the compensation provided for under the main contract, which will be invoiced by comstruct. Unless otherwise stated, all amounts are subject to statutory VAT.
9.2. Unless otherwise agreed in writing, the compensation shall be paid in full in advance at the beginning of each contract term, within 30 days of receipt of the corresponding invoice from comstruct.
9.3. All due payments shall be made in euros and, unless otherwise agreed in writing, electronically by bank transfer to the account details provided by comstruct.
10. Service Disruptions, Force Majeure and Defects
10.1. The statutory provisions on warranties in rental agreements apply. The provisions of Section 536b BGB (tenant’s knowledge of the defect at the time of contract formation or acceptance) and Section 536c BGB (defects arising during the rental period; notice of defects by the landlord) apply. However, the application of Section 536a(2) BGB (tenant’s right to self-remedy) is excluded. The application of Section 536a(1) BGB (landlord’s liability for damages) is also excluded insofar as the provision provides for strict liability.
10.2. Otherwise, the provisions of service contract law (Sections 611 et seq. BGB) apply.
10.3. comstruct cannot control the correctness, timeliness or completeness of the data transmitted by the Customer in the course of using the Software and has no corresponding obligation. For this reason, liability for resulting service disruptions is excluded, even if the data has been processed by comstruct.
10.4. Exemption from the obligation to perform also applies in the event of delays due to circumstances within the Customer’s sphere of responsibility and risk, e.g. failure to fulfill duties of cooperation in a timely manner. Furthermore, comstruct is released from the obligation to perform if the systems of the third party or parties involved in the data exchange are unavailable or not sufficiently available, or if the data is improperly processed on the systems of the third party or parties.
10.5. comstruct is exempt from the obligation to perform if and to the extent that non-performance is attributable to force majeure or other unforeseeable circumstances or events not attributable to comstruct, e.g. but not limited to war, strikes, lockouts, riots, natural disasters, power outages, unlawful activities of third parties (including “hacking”) on the Internet or sabotage by malware, pandemics or similar events or developments.
10.6. comstruct gives no assurance that business expectations associated with the use of the Software will be realized.
10.7. comstruct assumes no additional warranty for the Software without express confirmation.
11. Liability for Damage to the Customer
11.1. In the following cases, comstruct shall be liable for damages or reimbursement of futile expenses in unlimited amount and in accordance with the statutory limitation periods:
a) in the event of intent and gross negligence on the part of comstruct,
b) in the event of personal injury for which comstruct is responsible (bodily injury, life and health),
c) in the case of warranties given by comstruct, if any in the individual case, and
d) in the case of claims against comstruct under the Product Liability Act.
11.2. In cases of ordinary negligence, comstruct shall be liable for foreseeable damage resulting from a breach of essential contractual obligations by comstruct or one of its legal representatives or vicarious agents, the prevention of which was intended by the breached obligation. An essential contractual obligation is an obligation whose fulfillment is essential to the proper performance of this contract or the breach of which jeopardizes the achievement of the purpose of the contract and on whose compliance the Customer may regularly rely.
11.3. Third parties may not derive any rights against comstruct from this contract, and the Customer shall provide comstruct with the best possible support in defending against any claims that such third parties may assert, of whatever kind and whether justified or not. To the extent that the Customer has culpably caused such claims, the Customer shall indemnify and hold comstruct harmless from such claims upon first request. comstruct is entitled to initiate all legal steps against such claims by third parties, even if the Customer has not yet complied with its obligations under this section.
12. Confidentiality
12.1. The Customer undertakes to treat all knowledge of confidential information and trade secrets of comstruct (“Trade Secrets”) obtained in the context of the initiation and performance of the contract as confidential for an unlimited period of time and to use it only for the purposes of performing this contract. comstruct’s trade secrets also include the services rendered under this contract.
12.2. The above obligations do not apply to trade secrets that:
a) were already public knowledge or already known to the Customer at the time of their transmission by comstruct,
b) became public knowledge after their transmission by comstruct without fault on the part of the Customer,
c) after their transmission by comstruct were made available to the Customer by a third party in a lawful manner and without restriction with regard to confidentiality or use,
d) were developed independently by the Customer without using comstruct’s trade secrets,
e) must be disclosed pursuant to law, official order or court decision – provided that the Customer informs comstruct thereof without undue delay and supports comstruct in defending against such orders or decisions, or
f) to the extent that the Customer is permitted to use or disclose the trade secrets due to mandatory legal provisions or under this contract.
The Customer bears the burden of proof for the above exceptions (a - f).
13. Data Protection and Data Security
13.1. If the Customer processes personal data in the context of this contractual relationship, it is responsible for compliance with data protection regulations. comstruct will process the data transmitted by the Customer only within the scope of the Customer’s instructions.
13.2. The Customer has the option of storing data on the virtual data server set up for it by comstruct, which it can access in connection with the use of the software provided. comstruct is merely obliged to provide storage space for use by the Customer. It has no obligations of safekeeping or custody with regard to the data transmitted and processed by the Customer. The Customer is responsible for compliance with commercial and tax retention periods.
13.3. The data uploaded by the Customer in the course of using the Software remains the property of the Customer and is disclosed to third parties solely within the scope of use assumed by the purpose of the contract.
13.4. The Customer is obliged to create regular backups of its data used in the course of using the Software from the server storage provided by comstruct. comstruct shall not be liable for damage caused by failure to comply with the above obligation.
13.5. comstruct shall take appropriate technical and organizational measures to ensure data security. Personal data and company-related data are transmitted in encrypted form and stored in a secure environment.
13.6. To the extent required by data protection law, the Customer undertakes to conclude a data processing agreement with comstruct in accordance with Article 28 GDPR.
14. Term and Termination
14.1. The term of the contract is part of the contract and may be terminated by either party with three months' notice to the end of a month. If no explicit contract term is specified in the contract, a minimum term of 12 months shall apply, which shall be automatically extended subject to ordinary termination.
14.2. Termination must be given at least in text form (email).
14.3. The right to extraordinary termination for good cause remains unaffected.
14.4. During the term of the contract, the Customer may adjust the number of users or uploads with two weeks' notice effective on the first day of a month.
15. Changes to the Terms and Conditions
15.1. comstruct reserves the right to amend or supplement these Terms and Conditions, taking into account the legitimate expectations of the Customers with regard to the existing rights and obligations. The planned changes or additions will be announced to the Customer by email or in writing with reasonable notice before the planned effective date.
15.2. If the Customer does not object to the amended Terms and Conditions in text form (e.g. letter, email) within six weeks of receipt of the email, the amended Terms and Conditions shall be deemed accepted. In the event of objection, the original Terms and Conditions shall remain in force unchanged; in this case, however, comstruct shall be entitled to terminate the contract under a special right of termination with two months' notice from receipt of the objection to the end of a calendar month. The special right of termination does not apply in the first year of the contract.
16. Final Provisions
16.1. The Customer is only permitted to assign or transfer claims arising from this contract with comstruct’s consent.
16.2. This Agreement contains all arrangements made between the parties and replaces all arrangements regarding the same subject matter of the contract made prior to signing. In particular, no oral side agreements were made. Amendments and supplements to this Agreement must be made in writing to be effective. This also applies to the waiver, amendment or supplement of the written form requirement itself.
16.3. Should individual provisions of this Agreement be or become invalid or void, or should provisions of this contract be unenforceable, this shall not affect the validity and enforceability of the remaining provisions. In place of the invalid, void or unenforceable provision, the parties shall agree on a provision which, within the legally permissible framework, comes as close as possible in economic terms to what the parties would have intended in terms of meaning and purpose of the omitted provision. The same applies if gaps in the contract should become apparent.
16.4. The exclusive place of jurisdiction for all disputes arising from and in connection with this contract is comstruct’s registered office stated in the main contract.
16.5. Only the law of the Federal Republic of Germany shall apply.
16.6. The English version of these terms and conditions is authoritative. The German version is for information purposes only.
English
1. Scope of Application
1.1. These General Terms and Conditions ("GTC") govern all contractual relationships between comstruct, headquartered in Bammental ("comstruct"), and its customers regarding the use of comstruct services ("Services"), including the use of the platform, interfaces, and applications listed below.
1.2. The offer from comstruct for the use of the Services is exclusively directed at entrepreneurs within the meaning of Section 14 of the German Civil Code (BGB) ("Customer").
1.3. The basis for the contractual relationship between comstruct and the Customer is exclusively the contract that incorporates these GTC (collectively "Agreement"). The inclusion of the Customer's terms and conditions is hereby rejected.
1.4. The contractual language is English.
2. Subject Matter of the Contract
2.1. comstruct offers a data platform ("Platform") through which construction companies and suppliers can exchange and process information related to the construction process. This information includes, in particular, product catalogs, purchase orders, order confirmations, delivery notes, and invoices. The processing specifically involves standardizing, aggregating, and interpreting the shared information as well as enriching it with external data sources. The subject matter of the contract is the provision of the Platform for construction companies, suppliers, and providers of consulting or software solutions for the construction industry (each a Customer within the meaning of Section 1.2) by comstruct.
2.2. For Customers, there are two different ways to access the Platform: either by connecting the comstruct API ("API") to the respective ERP or planning system of the Customer, or, secondly, via the web app/mobile app ("App").
2.3. comstruct reserves the right, without creating any obligation for the Customer, to expand the Platform, its interfaces, and the applications (collectively the "Software") in the form of patches, updates, and upgrades and to make improvements if they (i) serve technological progress or (ii) are deemed necessary to prevent abuse. Furthermore, comstruct is entitled to change the Software and/or the Service if (i) applicable law requires such changes, (ii) the changes are advantageous for the Customer, or (iii) the changes are purely technical or procedural in nature and have no material impact on the Customer.
2.4. There is no obligation to adapt the Software to the individual needs of the Customer.
2.5. The respective applications can be operated on smartphones/tablets/PCs of the Customer and their employees or freelance workers ("Users"). This also applies to employees of subsidiaries of the Customer with a minimum 25% stake. The prerequisite is the installation of the Software on the respective device. To use the Software, the respective User must first log in to the app. The access credentials are provided to the Customer by comstruct.
3. Contractual Agreement Between Customers Through the Software
3.1. All declarations of intent made by the customer in the context of using the software are legally binding.
3.2. comstruct acts solely as the provider of the platform. comstruct does not become a party to the contracts concluded between Customers via the platform. Consequently, comstruct also does not assume liability for obligations undertaken by Customers in the context of contract conclusion.
3.3. Construction companies can, based on framework agreements via comstruct, also place orders for building materials with suppliers through the platform, who are not necessarily Customers of comstruct ("Orders"). During the ordering process, the construction company is required to provide information regarding the subject matter and quantity. The respective contract is concluded between the construction company and the corresponding supplier. comstruct acts merely as an intermediary in this contract conclusion and does not become a party to the contracts concluded between construction companies and suppliers.
4. Provision of SaaS Software and Interface
4.1. The data platform, its interfaces, and the applications are hosted on server infrastructure provided by comstruct, which is connected to the Internet. comstruct provides the Customer with software and the transmitted data as so-called Software as a Service at the router exit of the respective data center ("handover point") for use. comstruct is not responsible for establishing and maintaining the data connection between the Customer's IT system and the Internet.
4.2. comstruct will take daily backups of the platform, along with its exact data content and no additional data, and store them for a period of seven days. Backups will be restored in the event of a platform malfunction.
4.3. The Software is offered subject to availability. The average monthly availability of the Software is 99%. The availability of the Software at the handover point is decisive. Excluded from the availability calculation are:
(i) Regular maintenance windows, which can last up to eight hours per week and typically occur between 22:00 and 4:00 Central European Time,
(ii) Periods of unavailability due to unscheduled maintenance work necessary to rectify operational disruptions,
(iii) Disruptions or delays due to the failure or overload of Internet or telecommunication lines within the responsibility of third-party providers, and
(iv) Periods of unavailability due to circumstances beyond the control of comstruct or third-party companies commissioned by comstruct, especially force majeure.
4.4. comstruct grants the Customer access to the Software for the duration of the contract. The Software is provided “as-is.” The scope of services is determined by the intended use stipulated in the contract. The Customer is not entitled to specific functionalities that go beyond the purpose of the contract.
4.5. comstruct has the right to update, modify, suspend, or interrupt the Software at any time, provided that this does not jeopardize the purpose of the contract. Clause 4.3 remains unaffected by this.
4.6. The Customer is not permitted to:
Copy, transfer, sell, or otherwise make the Software available to a third party,
Use the Software in a manner that enables the use of the Service by the Customer or a third party not covered by a corresponding contract,
Modify, adapt, connect, translate, decompile, disassemble, or remove derived works of all or part of the Software other than to the extent permitted by law.
5. Usage Rights to Software and Interface
5.1. comstruct owns all rights to the Software. For the duration of the main contract, comstruct grants the Customer a simple, non-transferable, non-sublicensable, locally unrestricted right to use the Software to the extent necessary to fulfill the purpose of the contract.
5.2. In the event of a breach of the main contract or these GTC by the Customer, comstruct will request the Customer to remedy or rectify the breach within a reasonable period. If the Customer fails to comply with this request within the specified period, all granted rights automatically revert to comstruct. Any further use of the Software by the Customer thereafter is prohibited. The right to terminate the main contract without notice for cause remains unaffected.
6. Usage Rights of Third Parties (Third-Party Software)
6.1. The Software may contain open-source software components. The use of these components is subject exclusively to the respective terms of use of the open-source software components, which are transmitted and/or referenced within the scope of the open-source software components. In the event of contradictions or conflicting provisions between the license terms of the open-source software and the provisions of these GTC, the license terms of the open-source software shall prevail.
6.2. If comstruct provides APIs or add-ons for third-party software, such third-party software is not covered by the rights granted under clause 5. The Customer is responsible for obtaining appropriate usage rights themselves.
7. Support Services
7.1. Support requests are generally processed on business days (Munich, Germany) between 8:00 AM and 5:00 PM. On December 23rd and between December 27th and January 2nd of each year, support services may be provided only to a limited extent.
7.2. Support requests are to be reported in writing via email to support@comstruct.eu, with a comprehensible description of the error, preferably substantiated by written records, screenshots, or other documents that demonstrate the deficiencies. The defect report should enable the reproduction of the error.
8. Customer's Obligations to Cooperate and Provide Information
8.1. The Customer will fulfill the obligations incumbent upon them for contract performance in a timely, proper, and complete manner. In particular, the Customer will:
Provide all necessary hardware or equipment required to access the Software, such as a smartphone/tablet/PC and an internet connection ("System Requirements"). An overview of the current system requirements can be found on comstruct's website at comstruct.com/systemanforderungen. The operation and maintenance of these technical requirements are solely the responsibility of the Customer.
Bear the costs of providing the system requirements.
Ensure that the content provided by them in the Software does not infringe upon the rights of third parties.
Ensure that the Software is used exclusively in compliance with legal regulations, including data protection laws.
9. Remuneration
9.1. The Customer pays comstruct the remuneration provided for in the main contract, which is invoiced by comstruct. Unless otherwise specified, all amounts are understood to be plus the statutory value-added tax.
9.2. Unless otherwise agreed in writing, the remuneration is to be paid in advance and in full at the beginning of each contract term, within 30 days of receipt of the corresponding invoice from comstruct.
9.3. All due payments are made in Euro and, unless otherwise agreed in writing, electronically by bank transfer to the bank account provided by comstruct.
10. Performance Disturbances, Force Majeure, and Defects
10.1. The statutory provisions regarding warranty in rental agreements apply. The regulations in § 536b BGB (Tenant's knowledge of the defect at the time of contract conclusion or acceptance) and in § 536c BGB (Defects occurring during the rental period; notification of defects by the landlord) shall apply. However, the application of § 536a para. 2 BGB (Tenant's right to remedy the defect themselves) is excluded. The application of § 536a para. 1 BGB (Landlord's liability for damages) is also excluded to the extent that the provision provides for strict liability.
10.2. Furthermore, the provisions of the contract for services (§§ 611 et seq. BGB) apply.
10.3. comstruct cannot control the correctness, timeliness, and completeness of the data transmitted by the Customer in the context of software usage, nor does it have a corresponding obligation. For this reason, liability arising from resulting performance disturbances, even if the data has been processed by comstruct, is excluded.
10.4. The exemption from the obligation to perform also applies in the event of delays due to circumstances within the responsibility and risk area of the Customer, such as failure to provide cooperation obligations on time. Furthermore, comstruct is exempt from the obligation to perform in the event of inadequate or non-availability of the systems of third parties involved in data exchange, or faulty processing of the data on the systems of the third parties.
10.5. comstruct is exempt from the obligation to perform to the extent that non-performance is due to force majeure or other unforeseen circumstances beyond the control of comstruct, such as, but not limited to, war, strike, lockout, civil unrest, natural disasters, power outages, unlawful activities by third parties (including hacking) on the Internet or sabotage by malware, pandemics, or similar events or developments.
10.6. comstruct does not guarantee that the business expectations associated with the use of the Software will be realized.
10.7. comstruct does not provide any additional warranty for the Software without explicit confirmation.
11. Liability for Customer Damages
11.1. In the following cases, comstruct shall be liable for damages or reimbursement of futile expenses without limitation and according to the statutory limitation periods:
a) In cases of intent and gross negligence on the part of comstruct,
b) In cases of personal injury (body, life, and health) attributable to comstruct,
c) If comstruct provides guarantees, if any, in individual cases, and
d) In claims under the Product Liability Act against comstruct.
11.2. In cases of simple negligence, comstruct shall be liable for foreseeable damages resulting from a breach of material contractual obligations by comstruct or one of its legal representatives or vicarious agents. A material contractual obligation is an obligation whose fulfillment enables the proper execution of this contract or whose violation jeopardizes the achievement of the purpose of the contract, and upon which the Customer can regularly rely.
11.3. Third parties cannot derive any rights from this contract against comstruct, and the Customer will support comstruct to the best of their ability in defending against any claims made by these third parties, regardless of their nature and whether they are justified or not. To the extent that the Customer has caused such a claim culpably, the Customer shall indemnify comstruct upon first request from the claim. comstruct is entitled to take all legal steps against such claims by third parties, even if the Customer has not yet fulfilled their obligation under this clause.
12. Confidentiality
12.1. The Customer undertakes to treat all knowledge gained during the initiation and execution of the contract regarding confidential information and trade secrets of comstruct ("trade secrets") as confidential indefinitely, and to use them only for the purpose of performing this contract. comstruct's trade secrets also include the services provided under this contract.
12.2. The aforementioned obligations do not apply to trade secrets that:
a) Were already publicly known or known to the Customer at the time of their transmission by comstruct,
b) Became publicly known after their transmission by comstruct without the fault of the Customer,
c) Were made accessible to the Customer by a third party in a non-unlawful manner and without restrictions regarding confidentiality or use after their transmission by comstruct,
d) Were independently developed by the Customer without using comstruct's trade secrets,
e) Must be published according to law, official order, or court decision—provided that the Customer promptly informs comstruct about this and supports comstruct in defending against such orders or decisions, or
f) To the extent that the Customer is permitted to use or disclose the trade secrets based on mandatory legal provisions or based on this contract.
The Customer bears the burden of proof for the aforementioned exceptions (a - f).
13. Data Protection and Data Security
13.1. If the Customer processes personal data within the framework of this contractual relationship, the Customer is responsible for compliance with data protection regulations. comstruct will process the data transmitted by the Customer only within the instructions of the Customer.
13.2. The Customer has the option to store data on the virtual data server set up for them by comstruct, which they can access in connection with the use of the provided software. comstruct is only obligated to provide storage space for use by the Customer. comstruct has no obligations regarding the custody or safekeeping of the data transmitted and processed by the Customer. The Customer is responsible for complying with commercial and tax law retention periods.
13.3. The data uploaded by the Customer in the course of using the software remains the property of the Customer and will only be disclosed to third parties within the scope of the usage required by the contractual purpose.
13.4. The Customer is obliged to regularly back up their data used within the software provided by comstruct from the server storage. comstruct is not liable for damages arising from a failure to comply with the above obligation.
13.5. comstruct takes appropriate technical and organizational measures to ensure data security. Personal and company-related data are transmitted in encrypted form and stored in a secure environment.
13.6. Where required by data protection law, the Customer undertakes to conclude a data processing agreement pursuant to Art. 28 GDPR with comstruct.
14. Contract Duration and Termination
14.1. The contract duration is an integral part of the contract and can be terminated by either party with three months' notice to the end of the month. If no explicit contract duration is specified in the contract, a minimum contract duration of 12 months applies, which is automatically extended subject to regular termination.
14.2. Termination must be made in text form (email) at a minimum.
14.3. The right to terminate without notice for good cause remains unaffected.
14.4. During the contract term, the Customer can adjust the number of users or uploads with two weeks' notice to the first of a month.
15. Change of Terms and Conditions
15.1. comstruct reserves the right to amend or supplement these Terms and Conditions, taking into account the legitimate expectations of Customers regarding existing rights and obligations. Planned changes or additions will be announced to the Customer with reasonable notice before they come into effect, either by email or in writing.
15.2. If the Customer does not object to the amended Terms and Conditions within six weeks after receiving the email in written form (e.g., letter, email), the amended Terms and Conditions are considered accepted. In the event of objection, the original Terms and Conditions continue unchanged; however, comstruct is entitled to terminate the contract with a special termination right with a notice period of two months from the receipt of the objection to the end of a calendar month. The special termination right does not apply in the first year of the contract.
16. Final Provisions
16.1. The Customer is only permitted to assign or transfer claims from this agreement with the consent of comstruct.
16.2. This agreement contains all agreements between the parties and replaces all agreements on the same subject matter made prior to the signing. In particular, no verbal collateral agreements have been made. Amendments and additions to this agreement require the written form to be effective. This also applies to the repeal, amendment, or addition of the written form requirement itself.
16.3. Should individual provisions of this agreement be or become invalid or void, or should provisions of this contract be unenforceable, the validity and enforceability of the remaining provisions shall not be affected. Instead of the invalid, void, or unenforceable provision, the parties shall agree on a provision that economically comes closest to what the parties intended in terms of the meaning and purpose of the provision that has lapsed. The same applies if contractual gaps should arise.
16.4. The exclusive place of jurisdiction for all disputes arising from and in connection with this contract is the registered office of comstruct as stated in the main contract.
16.5. The laws of the Federal Republic of Germany shall exclusively apply.
16.6. The English version of these Terms and Conditions shall prevail. The German version is provided for information purposes only.