This English version is provided for your convenience. The legally binding version is the German AGB.
ASKS GmbH · Software services for automation technology
Version 1.0 · As of: April 2026 · Effective from: 01 May 2026
These General Terms and Conditions apply exclusively to contracts with entrepreneurs within the meaning of § 14 of the German Civil Code (BGB). They supersede all earlier versions and become part of every contract between ASKS GmbH and the customer, unless deviating written agreements have been made.
(1) These General Terms and Conditions (hereinafter “GTC”) of ASKS GmbH, Blumberg (hereinafter “Service Provider”), apply to all contracts for software services that the Service Provider concludes with entrepreneurs, legal entities under public law or special funds under public law (hereinafter jointly “Customer”).
(2) These GTC apply exclusively to entrepreneurs within the meaning of § 14 BGB. The conclusion of contracts with consumers within the meaning of § 13 BGB is excluded.
(3) The Service Provider does not recognise any of the Customer's terms that conflict with or deviate from these GTC, unless it has expressly agreed to their validity in writing. This also applies where the Service Provider performs the service without reservation while being aware of conflicting terms of the Customer.
(4) In the relationship between these GTC and an individually concluded specific contract or a written project agreement, the specific contract takes precedence. The GTC apply supplementarily to all matters not expressly regulated in the specific contract.
(5) Any earlier versions of these GTC are completely replaced when the present version enters into force.
(1) The Service Provider provides software services in the categories described below. The specific scope of services, deadlines and remuneration are defined in a separate specific contract or a written service description (hereinafter “specific contract”).
(2) Software development for automation technology: On behalf of the Customer, the Service Provider creates software for programmable logic controllers (PLC), in particular for the CODESYS and Beckhoff TwinCAT platforms, including visualizations, libraries and interfaces. The scope of delivery and the technical requirements are defined in the specific contract.
(3) Software licensing: The Service Provider makes software products from its own development available to the Customer for use against payment of the agreed licence fee. The scope, duration and conditions of the licence are governed by the respective specific contract and by § 5 of these GTC.
(4) Maintenance and support: On the basis of separate maintenance agreements, the Service Provider provides services for error correction, updating and technical support of the delivered software. Response times and service levels are governed by the specific contract. Without a separate agreement, there is no obligation to provide ongoing maintenance.
(5) Consulting and training: The Service Provider provides technical consulting services and training on the software systems used. These are services within the meaning of § 611 BGB; a specific result is only owed if this has been expressly agreed in writing.
(6) The Service Provider is entitled to use subcontractors, provided this does not evidently conflict with the interests of the Customer. Responsibility for the contractual performance of the services remains with the Service Provider.
(1) The Customer is obliged to cooperate in the provision of services to the extent required. The Customer's cooperation is an essential prerequisite for the proper fulfilment of the Service Provider's contractual obligations.
(2) In particular, the Customer shall provide the Service Provider with the following resources in good time and in full:
a) all information, documents, specifications and access credentials required for the provision of services;
b) access to the relevant systems, machines and plants to the extent necessary for the provision of services;
c) qualified contact persons authorised to make binding statements, as well as prompt responses to the Service Provider's enquiries.
(3) If the Service Provider's provision of services is delayed as a result of insufficient cooperation by the Customer, the agreed schedule is extended accordingly. In this case, the Service Provider is entitled to invoice any additional costs incurred at the agreed hourly rate or at its reasonable discretion.
(4) The Customer is obliged to use the provided software exclusively in accordance with the contractual terms of use. Operation in safety-critical environments without prior express written approval by the Service Provider is prohibited.
(1) The Service Provider's remuneration is governed by the respective specific contract. Where no fixed remuneration has been agreed, the Service Provider's hourly rates valid at the time the services are provided apply.
(2) All prices stated are exclusive of the applicable statutory value added tax, where such tax is incurred.
(3) Invoices are due for payment without deduction within 14 days of the invoice date, unless a different payment period has been agreed in the specific contract.
(4) If the Customer defaults on a payment, the Service Provider is entitled to charge default interest at 9 percentage points above the applicable base rate pursuant to § 288(2) BGB. The right to assert further damages caused by default remains unaffected.
(5) Expenses for travel, accommodation and other travel-cost reimbursements are invoiced separately, unless otherwise agreed in the specific contract.
(6) Objections to invoices must be asserted in writing within four weeks of the invoice date. After this period has expired, the invoice is deemed approved.
(7) The Service Provider is entitled to issue interim invoices for partial services rendered.
(1) All copyrights and other intellectual property rights in the software, source code, documentation and other work results created in the course of providing the services (hereinafter “work results”) remain in principle with the Service Provider, unless otherwise agreed in writing in the specific contract.
(2) After full payment of the agreed remuneration, the Service Provider grants the Customer a simple, non-exclusive, non-transferable right of use to the work results, limited in time to the duration of the contractual relationship. The scope of use is limited to the purpose described in the specific contract.
(3) A transfer of rights of use to third parties, sub-licensing, and any use of the work results beyond the agreed purpose require the prior written consent of the Service Provider.
(4) Each party retains unrestricted ownership of and all rights to its own pre-existing work (background IP) that it has developed or will develop independently of this contract. Where the Service Provider incorporates its own pre-existing work into the work results, it grants the Customer a simple right of use thereto within the scope of paragraph (2).
(5) Where the work results contain open-source software or third-party licences, the Service Provider shall inform the Customer accordingly. The Customer is obliged to comply with the respective licence terms.
(6) Deviating arrangements – in particular the complete transfer of rights to the Customer – require an express written agreement in the specific contract and may be remunerated separately.
(1) The Service Provider warrants that the services rendered conform to the contract. A defect exists if the service does not have the agreed characteristics or those required for the purpose of the contract.
(2) The Customer must report defects in writing without undue delay after discovery, describing the defect as precisely as possible. Defects that were identifiable upon proper acceptance and were not reported cannot be asserted subsequently.
(3) In the event of a defect, the Service Provider is initially entitled and obliged to remedy it – at its option by rectification or new delivery. The Service Provider has the right to two attempts at rectification. If both attempts fail or are unreasonable for the Customer, the Customer is entitled to the statutory warranty rights.
(4) There is no defect if the impairment is due to improper use, to changes to the software by the Customer or third parties, to hardware faults for which the Service Provider is not responsible, or to an operating environment not approved by the Customer.
(5) The limitation period for warranty claims is one year from acceptance of the service, provided the Service Provider cannot be charged with intent or gross negligence. This does not apply to claims for personal injury; in that respect the statutory limitation period applies.
(1) The Service Provider is liable without limitation for damage based on intent or gross negligence on the part of the Service Provider or its vicarious agents, as well as for damage arising from injury to life, body or health. The same applies to liability under the German Product Liability Act and to the assumption of express guarantees.
(2) In the event of slightly negligent breach of a material contractual obligation (cardinal obligation), i.e. an obligation whose fulfilment makes the proper performance of the contract possible in the first place and on whose compliance the Customer regularly relies and may rely, the Service Provider's liability is limited to the damage typically foreseeable at the time the contract was concluded.
(3) Any further liability of the Service Provider for slightly negligent breaches of duty that do not violate cardinal obligations is excluded.
(4) Lost profit and indirect damage are – to the extent legally permissible – only compensated in the event of intent or gross negligence.
(5) Insofar as the Service Provider's liability is excluded or limited, this also applies to the personal liability of the Service Provider's legal representatives, executive employees and other vicarious agents.
(6) The Customer must inform the Service Provider without undue delay of any damage and is obliged to take reasonable measures to mitigate the damage.
(1) Both parties undertake to keep secret all confidential information of the other party obtained in the course of the contractual relationship, not to disclose it to third parties, and to use it exclusively for the purposes of the contractual relationship. Technical documents, source code, concepts, business data and customer lists are deemed confidential in particular.
(2) The confidentiality obligation does not apply to information that:
a) was generally known at the time of disclosure or becomes generally known without fault of the receiving party;
b) was already lawfully known to the receiving party prior to disclosure;
c) was demonstrably developed by the receiving party independently and without recourse to confidential information of the other party;
d) must be disclosed due to a statutory obligation or an official order; in this case the disclosing party must be informed without undue delay, insofar as this is legally permissible.
(3) The confidentiality obligation begins with the first disclosure of confidential information and continues for five years beyond the end of the contractual relationship.
(4) Each party shall protect the confidential information of the other party with at least the same care it applies to protect its own confidential information. Upon termination of the contract, confidential information – in particular documents and data media – must be returned or verifiably destroyed at the request of the other party.
(5) The Service Provider is entitled to name the Customer as a reference customer, unless the Customer objects in writing.
(1) Both parties undertake to comply with the applicable data protection laws, in particular the General Data Protection Regulation (GDPR) and the German Federal Data Protection Act (BDSG).
(2) Insofar as the Service Provider processes personal data of the Customer or of its customers in the course of providing the services and thereby acts as a processor within the meaning of Art. 4 No. 8 GDPR, the parties shall conclude a data processing agreement (DPA) pursuant to Art. 28 GDPR before processing begins. The DPA forms part of the contractual relationship.
(3) Each party is responsible for complying with the data protection obligations applicable to it. The Customer is responsible for ensuring that it transmits to the Service Provider only data that it is authorised to process.
(4) The Service Provider takes appropriate technical and organisational measures pursuant to Art. 32 GDPR to protect the processed data.
(1) The term of the respective contract is governed by the specific contract. In the case of contracts for work and services, the contractual relationship ends upon acceptance of the service.
(2) Continuing obligations – in particular maintenance and support contracts – may be terminated by either party by ordinary notice of three months to the end of a calendar month, unless a different notice period has been agreed in the specific contract.
(3) The right to extraordinary termination for good cause remains unaffected. Good cause exists in particular if:
a) a party seriously breaches material contractual obligations and does not remedy the breach within 14 days despite a written warning;
b) insolvency proceedings are opened over the assets of a party or an application to open such proceedings is rejected for lack of assets;
c) the Customer is in default with the payment of due remuneration for more than 30 days despite a reminder.
(4) To be effective, any termination requires the written form (email is sufficient).
(5) Upon termination of the contractual relationship, all documents and materials provided to one another must be returned, unless a statutory retention obligation applies. The Customer's licence rights expire at the end of the contract, unless a permanent licence has been agreed.
(1) The Service Provider is entitled to amend these GTC with effect for existing contractual relationships, provided that there are objectively justified reasons (e.g. changes in the law, changes in case law, technical developments) and the amendments do not unreasonably disadvantage the Customer.
(2) Amendments are communicated to the Customer in writing or in text form (e.g. by email). The notification contains a note that the amendments are deemed approved if the Customer does not object in writing within six weeks of receipt of the notification.
(3) In the notice of amendment, the Service Provider expressly draws the Customer's attention to the significance of silence and to the right to object. If the Customer objects in good time, the contract continues on the previous terms; in this case the Service Provider may terminate the contract by ordinary notice of three months.
(1) Neither party is responsible for the non-performance or delayed performance of its contractual obligations insofar as this is due to events beyond its reasonable control (force majeure). Events of force majeure include in particular: natural disasters, war, terrorism, officially ordered business closures, pandemics, and serious cyberattacks by third parties that could not be averted despite industry-standard security measures.
(2) The affected party shall inform the other party in writing without undue delay of the occurrence, the expected duration and the effects of the force majeure event.
(3) For the duration of the force majeure event, the affected contractual obligations are suspended. Payment obligations for services already rendered remain unaffected.
(4) If the force majeure event lasts longer than 60 consecutive days, either party is entitled to terminate the affected contract by written declaration with immediate effect. In this case, both parties are released from further performance obligations; services already rendered are to be remunerated on a pro-rata basis.
(1) Should any provision of these GTC be or become wholly or partially invalid or unenforceable, this does not affect the validity of the remaining provisions. In place of the invalid provision, a legally permissible arrangement that comes closest to the economic purpose of the invalid provision is deemed agreed.
(2) Amendments and additions to these GTC and to the respective specific contract require the written form. This also applies to any waiver of this written-form requirement itself. Email messages satisfy the written form within the meaning of this clause.
(3) The law of the Federal Republic of Germany applies, excluding the UN Convention on Contracts for the International Sale of Goods (CISG) and the conflict-of-law rules of German private international law.
(4) The place of jurisdiction for all disputes arising from and in connection with these GTC or the respective specific contract is – to the extent legally permissible – Blumberg, Germany. The Service Provider is also entitled to sue the Customer at the Customer's general place of jurisdiction.
(5) These GTC constitute the complete agreement of the parties on the subject of general contractual terms and supersede all prior oral or written agreements on this matter.
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