Terms and conditions
**General Terms and Conditions
**for IT Services (B2B)
Version: April 2026
ℹ These General Terms and Conditions apply exclusively to contracts with entrepreneurs as defined in Section 14 of the German Civil Code (BGB) (B2B). They are not applicable to consumer relationships. Individual Service Level Agreements (SLA) supplement and specify these General Terms and Conditions.
Table of Contents
§ 1 Scope of Application and Contracting Parties
§ 2 Description of Services and Conclusion of Contract
§ 3 Contract Term and Termination
§ 4 Transition and Exit Management
§ 5 Response and Resolution Times / SLA
§ 6 Maintenance Windows and Planned Downtime
§ 7 Compensation and Payment Terms
§ 8 Third-Party Providers and License Costs
§ 9 Device-as-a-Service (DaaS)
§ 10 Cooperation Obligations of the Client
§ 11 Liability and Warranty
§ 12 Data Protection and Confidentiality
§ 13 Data Processing on Behalf (GDPR / Art. 28)
§ 14 Intellectual Property and Licenses
§ 15 Information Security
§ 16 Force Majeure
§ 17 Final Provisions
§ 1 Scope of Application and Contracting Parties
1.1 These General Terms and Conditions (hereinafter "GTC") of QUIXO IT GmbH, Berg-am-Laim-Straße 64, 81673 Munich, Germany, registered in the Commercial Register of Munich (hereinafter "QUIXO IT"), apply to all contracts for the provision of IT services to entrepreneurs within the meaning of Section 14 of the German Civil Code (BGB) (hereinafter "Client").
1.2 Conflicting or deviating terms and conditions of the Client shall only be recognized if QUIXO IT has expressly agreed to their validity in writing. This shall also apply if QUIXO IT renders services without reservation in the knowledge of conflicting terms and conditions of the Client.
1.3 These GTC also apply to future business with the Client without the need for a renewed express agreement.
1.4 Individual SLAs, statements of work, or contractual offers shall, in case of conflict, take precedence over these GTC, insofar as they expressly deviate from them.
§ 2 Description of Services and Conclusion of Contract
2.1 The nature and scope of the IT services to be provided are specified in the respective individual statement of work or contract (hereinafter "Service Level Agreement" or "SLA"), which becomes an integral part of the overall contract.
2.2 A contract is concluded by:
Acceptance of a written offer from QUIXO IT by the Client, or
Signing of a service contract by both parties.
2.3 Offers from QUIXO IT are non-binding and subject to change unless they are expressly designated as binding. The acceptance period is 30 days from the date of the offer, unless another period is specified.
2.4 Changes or extensions to services require a written agreement (change request procedure). QUIXO IT documents the additional effort and submits a supplementary offer. Work shall only commence after written approval by the Client.
2.5 QUIXO IT is entitled to render services through qualified subcontractors but remains solely responsible to the Client. Subcontractors shall be named to the Client upon request.
§ 3 Contract Term and Termination
3.1 Managed service contracts are generally concluded for an indefinite period, unless otherwise stipulated in the SLA.
3.2 Unless otherwise agreed, the minimum contract term is 12 months from the start of services.
3.3 After expiration of the minimum term, the contract is automatically extended by 12 additional months unless terminated in writing with 3 months' notice prior to the end of the contract term.
3.4 The right to extraordinary termination for good cause remains unaffected. Good cause exists in particular if:
a contracting party violates material contractual obligations despite written warning and a reasonable grace period (at least 14 days);
the Client falls into payment default with more than two monthly fees;
insolvency proceedings are opened against the Client's assets or such proceedings are dismissed for lack of assets.
3.5 Terminations must be in writing (email with read receipt or registered letter to the address stated in the imprint).
3.6 In the event of extraordinary termination by QUIXO IT for a reason attributable to the Client, QUIXO IT is entitled to charge the compensation outstanding until the end of the regular contract term as damages, less saved expenses (flat rate of 10%, subject to proof of higher or lower damages).
§ 4 Transition and Exit Management
4.1 Upon contract termination (regardless of the reason), QUIXO IT is obligated to support the Client during a transitional period of up to 60 calendar days ("Transition Phase") in the orderly handover of IT services, provided the Client requests this in writing no later than 30 days before the end of the contract.
4.2 Services during the Transition Phase include in particular:
Provision of complete documentation of all administered systems, configurations, and access credentials;
Handover of all data belonging to the Client in a common, machine-readable format;
Briefing of the successor service provider or internal IT department (max. 8 hours, beyond that at hourly rates);
Deactivation or transfer of access credentials and service contracts managed by QUIXO IT.
4.3 Services pursuant to Section 4.2 during the Transition Phase shall be billed at the hourly rate applicable at the time of service provision, unless a flat-rate amount has been agreed in the SLA.
4.4 Upon contract termination, the Client is obligated to immediately return or destroy at its own expense all hardware, software, and access credentials belonging to QUIXO IT (proof by written confirmation).
§ 5 Response and Resolution Times / SLA
5.1 The agreed response and resolution times are specified in the respective SLA. QUIXO IT guarantees the following standard response times:
Priority Description Response Time Resolution Time Critical (P1) Total outage, data loss, security incident < 1 hour 4 hours High (P2) Significant functional limitation < 2 hours 8 hours Medium (P3) Limited use, workaround available < 4 hours 24 hours Low (P4) Cosmetic errors, general inquiries < 1 business day 5 business days
5.2 "Response Time" refers to the period between receipt of the incident report by QUIXO IT and the written confirmation of acceptance and processing of the report.
5.3 "Resolution" is considered complete when the contractual condition is restored or a documented workaround has been provided that enables the Client to make essential use of the affected system.
5.4 Response times apply to reports during service hours (Mon–Fri, 08:00–18:00, except public holidays in Bavaria), unless a 24/7 package has been agreed.
5.5 Incident reports must be submitted exclusively through the agreed reporting channel (ticket system, email, or telephone hotline). Reports outside the agreed channel do not trigger SLA obligations.
5.6 Compliance with SLA times requires that the Client fulfills its cooperation obligations pursuant to § 10. Waiting times resulting from a lack of cooperation are excluded from the SLA measurement.
5.7 Service credits require that the Client asserts the SLA violation in writing within 10 business days after the end of the relevant calendar month.
§ 6 Maintenance Windows and Planned Downtime
6.1 QUIXO IT is entitled to perform regular maintenance work that may result in temporary restrictions or unavailability of services.
6.2 Standard maintenance windows are Sundays from 00:00 to 06:00. SLA response and resolution times do not apply during these times.
6.3 Planned maintenance work outside the standard maintenance window will be announced to the Client in writing at least 5 business days in advance. For urgent security patches, the notice period is at least 24 hours.
6.4 Downtime during announced maintenance windows does not constitute an SLA violation and does not give rise to any claim for service credits.
§ 7 Compensation and Payment Terms
7.1 Compensation is based on the agreed statement of work or offer. All prices are exclusive of statutory value-added tax.
7.2 Monthly flat-rate fees are payable in advance and become due on the first business day of the month. Invoices are to be paid within 14 days of the invoice date without deduction.
7.3 Services beyond the agreed scope (e.g., special services, on-site assignments) shall be billed at the hourly rates applicable at the time of service provision. Travel and journey costs for on-site assignments shall be borne by the Client against proof, unless otherwise agreed in the SLA.
7.4 QUIXO IT is entitled to adjust the compensation once per year by up to 5%. The adjustment shall be notified to the Client in writing with a notice period of 6 weeks. If the Client does not object in writing within 4 weeks of receipt of the notification, the adjustment shall be deemed accepted.
7.5 In the event of payment default, QUIXO IT is entitled to charge default interest at 9 percentage points above the respective base interest rate (Section 247 BGB) and a reminder fee of EUR 15.00 per reminder level. The right to assert further damages remains reserved.
7.6 In the event of payment default, QUIXO IT is entitled, after written notice with a period of 5 business days, to suspend the provision of services until full payment is received. Such suspension of services does not constitute a breach of contract by QUIXO IT.
7.7 The Client's rights of set-off shall only exist insofar as its counterclaim has been finally adjudicated or is undisputed.
§ 8 Third-Party Providers and License Costs
8.1 Insofar as QUIXO IT uses or arranges third-party software or cloud services (hereinafter "Third-Party Services") in the course of service provision, these are subject to the respective terms of use of the third-party providers. QUIXO IT is not responsible for changes in services, price increases, discontinuations, or failures of Third-Party Services.
8.2 If a third-party provider increases its prices, QUIXO IT is entitled to pass on the additional costs to the Client immediately and without observing the period specified in § 7.4, after QUIXO IT has informed the Client in writing of the price increase.
8.3 License costs for third-party software shall only be advanced by QUIXO IT if expressly agreed in the SLA. Otherwise, the Client is responsible for acquiring the necessary licenses.
8.4 If a third-party provider discontinues its service or revokes a user's license for a reason attributable to the Client, QUIXO IT is not obligated to provide replacement services and cannot assume SLA responsibility for any resulting outages.
§ 9 Device-as-a-Service (DaaS)
9.1 If Device-as-a-Service (DaaS) is agreed in the SLA, QUIXO IT provides the Client with end devices (hereinafter "Devices") for use during the agreed contract term. The Devices remain the property of QUIXO IT or the respective lessor until full payment of all outstanding fees.
9.2 The Client is obligated to:
use the Devices with care and exclusively for the agreed business purpose;
insure the Devices against loss, theft, and damage at its own expense (proof on request);
inform QUIXO IT immediately of loss, theft, or significant damage;
not make any modifications to the hardware or install any unauthorized software.
9.3 Upon contract termination, all provided Devices must be returned to QUIXO IT in proper condition (normal wear and tear excepted) within 10 business days. For each business day of delay, QUIXO IT is entitled to charge a usage fee of 1/30 of the monthly DaaS fee per Device.
9.4 The Client shall be liable for damage that exceeds normal wear and tear. QUIXO IT will provide the Client with a cost estimate prior to initiating any measures.
9.5 QUIXO IT is entitled to install and operate remote management software (MDM/RMM) on the Devices. This software is used exclusively for the management and security of the Devices; monitoring of the Client's employees does not take place.
§ 10 Cooperation Obligations of the Client
10.1 The Client is obligated to provide QUIXO IT with all information, access credentials, and resources required for service provision in a timely and complete manner.
10.2 The Client shall designate in writing a qualified main contact person and a deputy with complete contact details. Changes must be communicated to QUIXO IT immediately.
10.3 The Client is responsible for proper data backup before the start of any maintenance or installation work by QUIXO IT, unless a backup service has been expressly agreed in the SLA.
10.4 The Client ensures that its employees comply with the agreed security and usage policies. The Client is liable for damages caused by misuse or improper use by its employees.
10.5 If the Client fails to fulfill its cooperation obligations, agreed deadlines shall be extended accordingly. Additional effort caused by missing or delayed cooperation shall be billed separately at applicable hourly rates.
§ 11 Liability and Warranty
11.1 QUIXO IT is liable without limitation for damages arising from injury to life, body, or health, as well as for intent and gross negligence, for fraudulently concealed defects, and within the scope of an assumed guarantee.
11.2 In cases of simple negligence, QUIXO IT is liable only insofar as a material contractual obligation (cardinal obligation) is breached. In such case, liability is limited to:
the foreseeable damage typical for the contract, and
a maximum of three times the annual value of the compensation under the affected contract, but no more than EUR 150,000.00 per damage event.
11.3 Liability for indirect damages, loss of profit, or consequential damages is excluded in cases of simple negligence.
11.4 Liability for the loss of data is excluded insofar as the data loss is due to the Client's failure to perform proper data backup pursuant to § 10.3.
11.5 The above limitations of liability also apply in favor of QUIXO IT's employees, representatives, and vicarious agents.
11.6 The Client's claims for defects shall lapse after 12 months from knowledge of the defect, but no earlier than acceptance of the affected service.
11.7 Defect claims require the Client to report defects in writing immediately, but no later than within 10 business days of discovery, with sufficient description of the defect. QUIXO IT shall first be granted the right to remedy the defect (max. 2 attempts).
§ 12 Data Protection and Confidentiality
12.1 Both parties undertake to permanently treat all confidential information of the other party that becomes known to them in the course of the contractual relationship as confidential and not to disclose it to third parties.
12.2 "Confidential Information" means all information marked as such or recognizably worthy of protection by its nature and context, in particular trade secrets, technical concepts, pricing structures, and customer data.
12.3 This confidentiality obligation does not apply insofar as:
information was or becomes publicly known at the time of disclosure without the receiving party being responsible for it;
the disclosing party has expressly agreed in writing to the disclosure;
there is a legal or official obligation to disclose (in this case, the other party shall be informed in advance, insofar as legally possible).
12.4 The duty of confidentiality continues beyond the end of the contract for a period of 5 years.
12.5 QUIXO IT processes personal data of the Client and its employees within the framework of statutory provisions, in particular the GDPR. Further details are governed by the QUIXO IT privacy policy, available at www.quixo-it.com.
§ 13 Data Processing on Behalf (GDPR / Art. 28)
13.1 Insofar as QUIXO IT obtains access to personal data of the Client and processes such data in the course of service provision, QUIXO IT acts as a processor within the meaning of Art. 28 GDPR; the Client is the controller.
13.2 In this case, the parties shall conclude a separate Data Processing Agreement (DPA), which becomes an integral part of the overall contract and contains the following minimum content pursuant to Art. 28(3) GDPR:
Subject matter, duration, nature, and purpose of processing;
Type of personal data and categories of data subjects;
List of sub-processors used (with approval requirement or general approval);
Technical and organizational measures pursuant to Art. 32 GDPR;
Provisions for support with data subject rights and data breaches;
Deletion and return obligations after contract termination.
13.3 QUIXO IT processes personal data exclusively on the documented instructions of the Client, unless a legal obligation to process data prevails.
13.4 QUIXO IT obligates all employees involved in data processing to maintain confidentiality and ensures their training in data protection requirements.
§ 14 Intellectual Property and Licenses
14.1 All works, concepts, documentation, and scripts created by QUIXO IT remain the property of QUIXO IT until full payment.
14.2 After full payment, the Client receives a simple (non-exclusive), non-transferable right of use to the works specifically created for it, for the agreed purpose of use.
14.3 If created works contain open-source components, these are subject to the respective open-source license terms. QUIXO IT shall inform the Client of relevant license obligations.
14.4 QUIXO IT's existing tools, frameworks, methods, and know-how ("QUIXO IT Background IP") remain the exclusive property of QUIXO IT. The Client shall not acquire any rights to such material unless expressly agreed.
14.5 The Client may name QUIXO IT as a reference customer and use the QUIXO IT logo for reference purposes, unless the Client objects in writing within 4 weeks of contract conclusion.
§ 15 Information Security
15.1 QUIXO IT undertakes to implement and maintain appropriate technical and organizational measures (TOM) to secure the Client's IT systems and data, in line with the state of the art and the risk assessment.
15.2 QUIXO IT shall inform the Client immediately, but no later than within 24 hours, of any known security incident affecting the Client's systems or data.
15.3 The Client is obligated to keep access credentials provided by QUIXO IT confidential and to inform QUIXO IT immediately if compromise is suspected.
15.4 Security-relevant patches and updates shall be installed by QUIXO IT within the agreed maintenance windows (§ 6) or, in the case of critical security vulnerabilities (CVSS score >= 9.0), promptly upon availability.
§ 16 Force Majeure
16.1 Neither party shall be responsible for the non-fulfillment of its contractual obligations to the extent that such non-fulfillment is due to events beyond its control which it could not foresee or prevent (force majeure), including natural disasters, pandemics, war, strikes, governmental measures, or large-scale infrastructure failures (e.g., outages of third-party data centers, internet exchange points).
16.2 The affected party shall inform the other party in writing immediately, but no later than within 48 hours, of the occurrence and expected end of the event and shall take reasonable measures to mitigate damages.
16.3 If a force majeure event lasts longer than 30 days, either party is entitled to extraordinarily terminate the affected part of the contract without giving rise to claims for damages.
§ 17 Final Provisions
17.1 The law of the Federal Republic of Germany shall apply, to the exclusion of the UN Convention on Contracts for the International Sale of Goods (CISG) and German private international law.
17.2 The exclusive place of jurisdiction for all disputes arising from or in connection with these GTC is Munich, provided the Client is a merchant, a legal entity under public law, or a special fund under public law.
17.3 Amendments and additions to these GTC must be in writing. This also applies to the waiver of the written form requirement.
17.4 Should individual provisions of these GTC be or become invalid, this shall not affect the validity of the remaining provisions. The parties undertake to replace the invalid provision with a valid one that comes closest to the economic purpose of the invalid provision.
17.5 QUIXO IT is entitled to update these GTC with a notice period of 6 weeks. If the Client does not object in writing within 4 weeks, the new GTC shall be deemed accepted. In the event of objection, § 7.4 sentence 3 shall apply accordingly.
QUIXO IT GmbH • Berg-am-Laim-Straße 64, 81673 Munich, Germany Tel: +49 179 523 8701 • info@quixo-it.com • www.quixo-it.com Version: April 2026