Terms and Conditions

Part A and Part F apply to all contracts. Depending on the service, Part B (consulting), Part C (in-house seminars and training), Part D (AFLO FM software under a contract for work) and Part E (Companion contract, optional add-on) also apply. In case of conflict, the specific Parts B to E take precedence over Part A.

Part A – General Provisions

§ 1 Scope

1. These Terms apply to all contracts between AFLO UG (haftungsbeschränkt) (“AFLO”) and its clients (“Client”) concerning consulting, seminars and training, the AFLO FM software and all related services. They also apply to future contracts without further reference.
2. They apply exclusively to entrepreneurs within the meaning of § 14 German Civil Code (BGB), legal entities under public law and special funds under public law. AFLO does not contract with consumers.
3. The Client’s general terms and conditions, in particular purchasing conditions, do not become part of the contract, even if AFLO does not expressly object to them or performs in knowledge of them. They apply only if AFLO expressly agrees to them in text form.

§ 2 Conclusion of Contract and Order of Precedence

1. AFLO’s offers are non-binding and valid for 30 days. A contract is concluded only when the Client signs the offer, when AFLO confirms the order in text form, or when performance begins.
2. In case of conflict, the contract documents apply in this order: (a) the offer or individual contract, (b) the service description, (c) any data processing agreement, (d) the specific Parts B to E, (e) Parts A and F of these Terms.
3. The scope of services is defined exhaustively by these documents. Statements in brochures, on the website or in presentations are neither agreed specifications nor guarantees. Guarantees exist only if expressly designated as a “guarantee” in text form.

§ 3 Changes to the Services

1. If the Client requests changes or additions to the agreed scope, AFLO assesses the effects on effort, fees and deadlines and communicates them in text form.
2. A change becomes binding only once both parties have agreed to it in text form. Until then AFLO works to the existing scope. The effort for assessing extensive change requests is charged on a time basis if AFLO has pointed this out in advance.

§ 4 Fees and Payment

1. All prices are in euros plus statutory VAT.
2. Invoices are payable without deduction within 14 days of receipt. AFLO may issue electronic invoices.
3. For services lasting longer than one month, AFLO may issue monthly interim invoices based on effort incurred and may request an advance payment of up to 30 % for first orders.
4. In case of late payment, statutory default interest and the lump sum under § 288 (5) BGB apply. After a reminder setting a deadline of 14 days, AFLO may withhold further services until payment; agreed dates are postponed accordingly.
5. The Client may only set off undisputed or legally established claims. It may only exercise a right of retention arising from the same contractual relationship.

§ 5 Client Cooperation

1. The Client appoints a contact person who can make binding decisions or obtain them at short notice.
2. The Client provides all information, documents, data, rooms, access and staff required for the services in good time, completely and free of charge. AFLO may rely on their accuracy and completeness and need only check them for obvious errors.
3. If the Client fails to cooperate, or does so late or incompletely, deadlines and dates are extended appropriately. The Client pays for additional effort and waiting time at the agreed rates. AFLO’s further rights remain unaffected.

§ 6 Subcontractors

AFLO may engage qualified third parties as subcontractors and remains responsible to the Client. The rules of the data processing agreement apply to the processing of personal data.

§ 7 Rights of Use and Intellectual Property

1. All rights in concepts, documents, templates, methods, training materials, software and other work results remain with AFLO unless expressly agreed otherwise.
2. The Client receives a simple, non-transferable, perpetual right to use the work results created for it for its own internal business purposes. Disclosure to third parties, publication or use for training third parties requires AFLO’s consent in text form. Parts D and E apply to the software.
3. Rights of use pass only upon full payment of the fees. Until then, use is permitted on a revocable basis only.
4. AFLO remains entitled to use general know-how, experience and methods gained during the work, without disclosing the Client’s confidential information.

§ 8 Defects

1. The Client reports defects without undue delay, at the latest within 10 working days of discovery, in text form with a comprehensible description.
2. AFLO remedies defects at its discretion by rectification, workaround or new delivery. An insignificant defect does not give rise to claims.
3. Errors caused by operating errors, incorrect information or data from the Client, unapproved hardware or software, interventions by the Client or third parties, or lack of cooperation are not defects. The Client pays on a time basis for investigating reported errors that are not defects.

§ 9 Liability

1. AFLO has unlimited liability for intent and gross negligence, for injury to life, body or health, under the Product Liability Act, for fraudulently concealed defects and to the extent of an expressly assumed guarantee.
2. In cases of slight negligence, AFLO is liable only for breach of an essential contractual obligation, i.e. an obligation whose fulfilment makes proper performance of the contract possible in the first place and on whose fulfilment the Client may regularly rely. Liability is then limited to the typical damage foreseeable at the time of contract, per incident to a maximum of the fees for the affected individual contract over the last 12 months and for all damages in a contract year to a maximum of twice this amount.
3. In the cases of para. 2, AFLO is not liable for lost profits, lost savings, indirect and consequential damage, unless typically foreseeable under the contract.
4. For loss of data, AFLO is liable only up to the effort that would have been required to restore the data had the Client made proper backups appropriate to the risk.
5. Any further liability is excluded. These limitations also apply to the personal liability of AFLO’s managing directors, employees, representatives and vicarious agents.

§ 10 Limitation Period

Claims of the Client for defects and damages become time-barred after 12 months from the statutory start of the limitation period. This does not apply in cases of unlimited liability under § 9 para. 1, where the statutory periods apply.

§ 11 Indemnification by the Client

The Client indemnifies AFLO against third-party claims based on content, data or documents that the Client itself provided or entered into AFLO FM, or on use in breach of contract by the Client or its users. This includes reasonable costs of legal defence.

§ 12 Confidentiality and Data Protection

1. Both parties treat the other party’s confidential information, in particular trade secrets, prices, concepts and customer data, as confidential during the contract and for 3 years after its end. This does not apply to information that is publicly known, was already lawfully in the party’s possession or must be disclosed due to a legal or official obligation.
2. Where AFLO processes personal data on behalf of the Client, e.g. during remote maintenance, the parties conclude a data processing agreement under Art. 28 GDPR, which takes precedence over these Terms in that respect.

§ 13 Reference

AFLO may name the Client as a reference with name and logo only with the Client’s prior consent in text form.

Part B – Consulting Services

§ 14 Nature of Services

1. AFLO provides consulting, concepts, expert opinions, tender support, service provider management, contract review from a technical perspective and project support as services (§§ 611 et seq. BGB). AFLO owes professional performance in line with recognised facility management practice, not a specific economic result, specific savings or a specific outcome of a tender or negotiation.
2. A specific result is owed only if expressly designated in the offer as a result subject to acceptance. The result is then deemed accepted if the Client does not notify material defects in text form within 10 working days of handover or uses the result without reservation.

§ 15 Client Decisions; No Legal Advice

1. AFLO’s recommendations are a basis for decisions. The Client alone decides on their implementation, the selection of service providers and the conclusion of contracts.
2. AFLO does not provide legal, tax or auditing advice. The Client clarifies such questions, e.g. the legal validity of contract clauses or public procurement obligations, with an adviser licensed for that purpose. AFLO’s remarks on legal aspects are technical remarks from a facility management perspective.
3. Operator responsibility remains with the Client unless expressly transferred to AFLO in writing.

§ 16 Fees, Time Records and Travel Expenses

1. Fees are based on the daily rates, hourly rates or lump sums stated in the offer. A consulting day comprises 8 hours; additional hours are charged pro rata.
2. AFLO provides monthly time records. If the Client does not object in text form within 10 working days of receipt, the record is deemed accepted.
3. Travel expenses are charged separately at cost (1st class rail, economy flight, EUR 0.50 per km driven, hotel) unless the offer provides otherwise. Travel time counts half as working time.

§ 17 Rescheduling and Cancellation of Consulting Dates

1. The Client may reschedule or cancel firmly agreed consulting days free of charge up to 30 days before the date. For later cancellation AFLO charges 50 %, and for cancellation within 7 days before the date 100 % of the fees for those days, plus non-refundable travel costs already incurred.
2. The Client may prove that AFLO incurred no or lower damage.

§ 18 Termination of Consulting Contracts

1. Consulting contracts with a fixed term may only be terminated before expiry for good cause. Termination under § 627 BGB is excluded to the extent legally permissible.
2. Upon termination, the Client pays for all services rendered up to that point and for effort already committed, such as non-cancellable travel.

Part C – In-house Seminars and Training

§ 19 Services

1. AFLO conducts seminars, workshops and training at the Client’s premises, at a location chosen by the Client or online. Content, duration, date and maximum number of participants are set out in the offer; failing that, a maximum of 12 participants applies.
2. AFLO owes professional delivery, not a specific learning success of participants. Content may be adjusted provided the purpose of the seminar is preserved.
3. Where a specific problem of the Client is worked on in the seminar (case study, concept), the rules for consulting in Part B additionally apply to that work and to any agreed follow-up support.

§ 20 Client Obligations

1. At its own expense, the Client provides a suitable room, projector or screen, presentation materials, internet access and, for software training, a computer with access to the software for each participant. For online seminars, the Client ensures the participants’ technical equipment.
2. The Client is responsible for occupational safety and fire protection in the seminar room.

§ 21 Seminar Materials and Recordings

1. Seminar materials, templates and case studies are protected by copyright. The Client and participants may use them only for their own internal purposes. Copying beyond the group of participants, disclosure, publication or use for own training requires AFLO’s consent in text form.
2. Audio, photo or video recordings of the seminar require AFLO’s prior consent in text form.
3. AFLO issues certificates of attendance on request.

§ 22 Rescheduling and Cancellation by the Client

If the Client reschedules or cancels a firmly agreed seminar date, AFLO charges:

Non-refundable travel costs already incurred are added. The Client may prove that AFLO incurred no or lower damage. One rescheduling up to 30 days before the date to a new date within 6 months is free of charge. The Client may replace participants at any time; there is no reduction for fewer participants.

§ 23 Cancellation by AFLO

1. If AFLO cannot hold a date due to illness of the trainer, force majeure or other reasons for which AFLO is not responsible, AFLO notifies the Client without undue delay and offers a substitute date or an equally qualified substitute trainer.
2. Fees already paid for dates not held are credited or, if no substitute date is agreed, refunded. Further claims, in particular for reimbursement of the Client’s travel or room costs, are excluded except in cases of intent or gross negligence on AFLO’s part.

Part D – AFLO FM Software (Contract for Work)

§ 24 Services and Delivery

1. AFLO delivers the AFLO FM software in the version current at the time of contract and sets it up as per the offer for operation on the Client’s own hardware. The Client pays a one-time fee; the law on contracts for work (Werkvertrag) applies.
2. Delivery is by download or on a data carrier with installation instructions. Installation, data import, implementation and training are included only if ordered in the offer; Parts B and C apply to them.
3. The Client is responsible for the system requirements set out in the service description, integration into its network (e.g. VPN), the IT security of its environment and regular data backups.

§ 25 Right of Use

1. Upon full payment, the Client receives a simple, perpetual right to use AFLO FM for its own business purposes within the agreed scope (one installation; number of properties or users as per offer).
2. The Client may not rent out the software, offer it to third parties as a service, modify, decompile or reverse engineer it, except as mandatorily permitted by §§ 69d, 69e German Copyright Act (UrhG).
3. Transfer to third parties is permitted only if the Client completely ceases its own use, deletes all copies and notifies AFLO in advance.
4. All rights in the software, the name AFLO FM, the logo and the documentation remain with AFLO.
5. If the Client exceeds the agreed scope, it pays the fee for the actual scope according to the current price list.

§ 26 Updates

1. Updates, new features and bug fixes after delivery are not included in the one-time fee. They are offered under the optional Companion contract (Part E) or individually.
2. AFLO provides security-relevant bug fixes free of charge during the warranty period.

§ 27 Acceptance and Warranty

After set-up is completed, the Client tests the software within 10 working days and declares acceptance. Acceptance is deemed declared if the Client does not report material defects in text form within this period or uses the software productively. Claims for defects become time-barred 12 months after acceptance. § 10 sentence 2 applies accordingly.

Part E – Companion Contract: Maintenance and Support (Optional Add-on)

§ 28 Services

1. The Companion contract is an optional add-on. The Client may book it separately in addition to the contract under Part D, either at the time of contract or later. It is concluded only if expressly agreed in the offer or in a separate order. It is offered in the tiers Basic, Plus and Premium and comprises, depending on the tier booked:
   1. updates and new versions of AFLO FM as they are released;
   2. bug fixing;
   3. support by email, from the Plus tier also by telephone, and remote maintenance by arrangement, in each case Monday to Friday, 8 am to 5 pm, except public holidays in Hesse;
   4. from the Plus tier, a monthly quota of hours as per offer for adaptations to the Client’s processes; unused hours expire at the end of the month, additional hours as per offer;
   5. in the Premium tier, additionally one session per quarter on operator obligations and data maintenance.
2. Within support hours, AFLO provides a first response: in the Basic tier within 3 working days, in the Plus tier within 2 working days and in the Premium tier within one working day. Working days are Monday to Friday except public holidays in Hesse. Response times are not resolution times.
3. Remote maintenance takes place only with the Client’s approval in each case and on the basis of a data processing agreement. The Client installs updates provided within a reasonable period; AFLO owes no separate fix for errors that a provided update would have resolved.

§ 29 Term, Fees and Price Adjustment

1. The Companion contract runs for an indefinite period. Either party may terminate it in text form with one month’s notice to the end of a month. The tier may be changed with effect from the first day of the following month.
2. Fees are invoiced monthly in advance.
3. AFLO may adjust the fees with effect for the future no more than once per calendar year to the extent that staff and material costs have changed; AFLO passes on cost reductions accordingly. The change is announced in text form at least 6 weeks in advance.

§ 30 End of Contract

After the Companion contract ends, the Client may continue to use AFLO FM in the last version delivered without time limit. Re-entry later requires back payment of the fees for the period since the end of the contract, up to 12 months.

Part F – Final Provisions

§ 31 Force Majeure

Neither party is liable for delays or failures caused by events beyond its control, such as natural disasters, pandemics, official orders, strikes at third parties, large-scale disruptions of power or communication networks, or attacks on IT systems despite reasonable protective measures. Deadlines are extended by the duration of the event plus a reasonable start-up period. If it lasts longer than 3 months, either party may terminate the affected contract.

§ 32 Assignment and Form

1. The Client may assign rights under the contract to third parties only with AFLO’s consent; § 354a German Commercial Code (HGB) remains unaffected.
2. Amendments, terminations and notices of defects require text form (e.g. email). This also applies to any waiver of this form requirement. There are no oral side agreements.

§ 33 Amendment of these Terms

AFLO may amend these Terms for ongoing Companion contracts with effect for the future where necessary due to changes in law, case law or technology and provided the balance of performance and consideration is not shifted to the Client’s detriment. AFLO announces amendments in text form at least 6 weeks in advance. If the Client does not object before they take effect, they are deemed accepted; AFLO points out this consequence in the announcement. If the Client objects, either party may terminate the contract with effect from the date the amendment takes effect.

§ 34 Governing Law, Jurisdiction, Language

1. German law applies, excluding the UN Convention on Contracts for the International Sale of Goods.
2. The exclusive place of jurisdiction for all disputes is Frankfurt am Main, Germany, provided the Client is a merchant, a legal entity under public law or a special fund under public law. AFLO may also sue at the Client’s registered office.
3. The German version is authoritative. The English version is for information only.
4. If any provision is invalid, the remainder of the contract remains valid. The invalid provision is replaced by the statutory provision.