Service Agreement - General Terms and Conditions

§ 1 Contractual Basis

1.1. These General Terms and Conditions (GTC) apply to the provision of services by Cross ALM GmbH (hereinafter referred to as Cross ALM).

1.2. In addition to these GTC for services, the following conditions apply depending on the nature of the agreed delivery or service – potentially alongside each other:

• for the provision and licensing of standard software, the GTC for the provision and licensing of standard software (GTC Software).

1.3. These GTC, in their current version, also apply to all future contracts for the provision of services between Cross ALM and the customer, even if not explicitly referenced again.

1.4. The nature and scope of the services, as well as deadlines and remuneration, are specified in individual contracts referring to these GTC. In case of contradictions, the individual contract and provisions in other customer-specific contract documents (e.g., in Cross ALM’s offer) take precedence over the GTC and special conditions. The customer’s general terms and conditions do not apply, even if Cross ALM performs services without explicitly objecting to them.

1.5. Offers from Cross ALM are non-binding and subject to change unless explicitly designated as binding in writing. The customer remains bound by their declarations regarding contract conclusion for four weeks.

§ 2 Execution of Services

2.1. Unless otherwise agreed, the customer is responsible for project organization and planning (including coordinating other service providers) as well as reporting and scheduling. The customer assumes full responsibility for the professional, timely, and budget-compliant realization of the project. Professional requirements set by the customer require written confirmation from Cross ALM.

2.2. Cross ALM will perform the agreed services according to industry standards, carefully, and through professionally qualified employees. Cross ALM is entitled to engage employees or subcontractors at its own discretion to provide services. These individuals are not subject to the customer’s supervision or instructions and do not enter into an employment relationship with the customer, regardless of the location of service delivery. If specific employees are named in an individual contract, this is based on the knowledge and planning status at the time of contract conclusion. If an exchange of personnel is necessary, Cross ALM will ensure a comparable qualification. The customer may request an employee replacement for significant reasons, bearing the cost of training a new employee in such cases.

2.3. If necessary, Cross ALM will prepare and update a schedule and work plan in coordination with the customer. Upon request, Cross ALM will inform the customer about the status of work. Cross ALM may record discussions regarding contract modifications, particularly regarding service scope, timelines, and compensation. These records become binding for both parties if Cross ALM submits them to the customer and the customer does not object in writing with justification within one week.

2.4. The contracting parties shall designate a responsible contact person in the individual contract. This person is authorized to issue and receive necessary declarations and make required decisions. Changes to the designated contact persons will only be made for significant reasons, and the parties will inform each other immediately in such cases.

§ 3 Changes to Services

3.1. If the customer wishes to modify their requirements/service scope, Cross ALM will review the request and submit a corresponding offer. Cross ALM may refuse the requested modification if it is not feasible or unreasonable within operational capacity or for other reasons.

3.2. Cross ALM may charge for the review of a modification request and the preparation of a supplementary offer based on the current price list unless otherwise agreed. Unless otherwise specified in a supplementary contract, agreed execution deadlines are extended by the number of calendar days in which contractual work was interrupted due to the modification request, plus a reasonable restart period.

§ 4 Customer’s Obligations

4.1. The customer must provide the necessary cooperation services described in the following paragraphs and in the individual contract on time, properly, and in full, free of charge, as a material contractual obligation. The customer ensures that their employees possess the necessary qualifications and experience and releases them from other duties as needed.

4.2. The customer provides employees, complete and consistent information and documents, the necessary IT infrastructure, telecommunication facilities, test cases, test data, and a test environment to the required extent and participates in specifications and tests. For Cross ALM employees working on-site, the customer provides a workstation with a PC, internet access, and a telephone.

4.3. The customer ensures all necessary conditions within their operations for the proper service provision. In particular, they grant Cross ALM the necessary access to their hardware and software throughout the contract period. The customer is responsible for procuring and licensing third-party products (hardware, software, databases, etc.) required for service provision and ensuring their proper operation and availability through license and maintenance agreements with the respective vendors.

4.4. The customer coordinates third-party services related to Cross ALM’s services to prevent delays, idle times, and additional costs for Cross ALM. If system migration is part of the contract, the customer ensures that the migration does not infringe on third-party rights (e.g., regarding the customer’s software).

4.5. As part of their duty to prevent damages, the customer must take reasonable emergency precautions (e.g., regular data backups, IT system checks) and maintain a business continuity plan to ensure at least minimal emergency operations in case of a total IT failure. Unless explicitly informed otherwise, Cross ALM employees and subcontractors assume all data they handle are sufficiently backed up against loss.

4.6. Delays, non-performance, or inadequate performance of the customer’s cooperation obligations result in idle and downtime costs, which will be charged based on actual effort. If Cross ALM assumes the customer’s cooperation duties after an appropriate grace period expires, additional costs incurred will be invoiced accordingly.

§ 5 Confidentiality and Data Protection

5.1. The contracting parties agree to maintain confidentiality regarding all trade and business secrets entrusted, made accessible, or otherwise known to them, as well as other business relationships and operational facts. Such confidential information shall only be used for the intended contractual purpose and not disclosed to third parties. Employees and subcontractors will only be given access to confidential information if necessary for the contract. The confidentiality obligation extends for three years beyond contract termination.

5.2. The confidentiality obligation does not apply to information that was previously known without confidentiality obligations, becomes publicly known without the recipient’s fault, is lawfully disclosed by a third party, or was independently developed.

5.3. Contractual documents must be stored properly and returned upon request, ensuring no unauthorized third-party access.

5.4. If personal data is processed, Cross ALM will ensure compliance with data protection regulations. The customer must ensure legal compliance when providing Cross ALM with access to personal data.

5.5. With the customer’s consent, Cross ALM may list them as a reference, using their name, logo, and branding for promotional purposes.

§ 6 Compensation and Payment Terms

6.1. Unless otherwise agreed, services are compensated based on time and effort using agreed daily/hourly rates.

6.2. Invoices are issued monthly at the beginning of the following month, including timesheets. Additional charges apply for overtime, night work, weekends, and holidays.

6.3. Travel expenses are charged based on actual costs. Travel time is billed at 50% of the applicable hourly rate.

6.4. Payments are due within 14 days without deduction.

6.5. In case of payment default, Cross ALM may suspend services.

§ 7 Liability

7.1. Liability for damages is limited except in cases of gross negligence or intent.

7.2. Data restoration liability is limited to cases where proper backups exist.

§ 8 Usage Rights

Usage rights are granted upon full payment, limited to internal business purposes.

§ 9 Non-Solicitation

Employees involved in service provision may not be hired by the other party for 12 months post-contract.

§ 10 Contract Duration and Termination

Contracts without a fixed term can be terminated with one month’s notice.

§ 11 Final Provisions

German law applies; the jurisdiction is at Cross ALM’s location.



Contact:

solutions@crossalm.com