The use of the Nuclos ERP system of NOVABIT Informationssysteme GmbH (“NOVABIT”), the acquisition of licenses, the access and use of our cloud systems, the hosting of data and the use of our services are governed exclusively by the following General Terms and Conditions. We object to any conflicting terms and conditions of the customer.
1. DEFINITIONS
1.1 “Contract” or “Agreement” means the entirety of the following provisions: the individual contract concluded with the customer, contractual specifications and service descriptions of all kinds as well as general technical information in data sheets (in particular the description of interfaces, protocols and data formats) as well as the agreed version of the open source provisions applicable to the ERP software Nuclos (such as the GNU Affero General Public License AGPL), which are available at https://www.gnu.org/licenses/agpl-3.0.en.html in the version valid at the time of conclusion of the contract.
1.3 “Authorized Users” are (a) employees of the Customer and its affiliates as well as contractors, subcontractors and outsourcing partners acting on behalf of the Customer or its affiliates, (b) employees or other representatives of the Customer or its affiliates as well as current and future suppliers authorized by the Customer to access and use the NOVABIT Applications and Services to provide goods or services to the Customer or the Customer’s affiliates and to enter into and manage contracts relating thereto and to maintain the customer relationship, provided that they have been provided with a user identification and password by the Customer. Any use by contractors, subcontractors or outsourcing partners acting on behalf of the Customer or by suppliers authorized by the Customer is subject to the provisions of these GTC. The Customer shall remain responsible for the fulfillment of its obligations and for all actions and breaches of obligations under these GTC by the third parties named herein.
1.5. “Customer data” is data that is generated, uploaded or transmitted by authorized users using the NOVABIT software or as part of access to our systems.
1.6. “Service” are any implementation, training, consulting, data migration, conversion, integration, any support service or other services provided or made available by NOVABIT on behalf of the customer. They shall be provided in accordance with the rules of service contracts (§611 BGB).
1.7 “Technical data” are the documents, including user manuals or a help function, which describe the functions of the NOVABIT applications. As a rule, they are only available online.
1.8. “NOVABIT applications” are software applications that are provided to the customer by NOVABIT, as well as functions that enable the customer to access NOVABIT’s systems.
1.9. “Service description” is any document included in the contract by NOVABIT and the customer which describes, for example, functions, milestones, project plans, acceptance criteria and all aspects relating to the provision of customization and implementation services, service levels, maintenance and support services and all other services provided to or for the customer by NOVABIT.
1.10. “Utilization” refers to the right of authorized users to access NOVABIT applications and agreed services during the term of the contract. This also applies to the right to use the Nuclos ERP application within the scope of the applicable open source provisions after download.
2. TERM AND TERMINATION
2.1. Term of the contract. The contract begins on the date agreed in the order and runs for a limited or indefinite period as agreed. It ends at the end of the fixed term or by termination. Unless otherwise agreed, the notice period for ordinary termination is three months to the end of a calendar quarter.
2.3. Termination for good cause. Either party may terminate the contract in writing for good cause if the other party has breached a material contractual obligation and it is therefore unreasonable for the terminating party to continue the contract. As a rule, unreasonableness only occurs if the termination was preceded by a fruitless warning with a reasonable period of notice.
2.4. Outstanding charges. Termination does not release the customer from the obligation to pay the agreed fees, unless the termination was justified in accordance with 2.3; in this case, the customer is entitled to a pro rata refund of prepaid usage fees, without prejudice to further claims under the liability provision in Section 6.
2.5. Consequences of termination Upon termination or expiration of the contract (a) NOVABIT shall block the customer’s access to the NOVABIT applications at the time of termination; (b) the customer shall be obliged to immediately restore its data by downloading it, and (c) each contracting party shall return the other confidential information provided to it.
2.6. Separate return of data Upon request, NOVABIT shall provide the customer with the exportable customer data in a standard market file format for a separate fee.
2.7 Time limit for restoring data If the customer neither collects his data after the end of the contract in accordance with Section 2.5. nor instructs NOVABIT to return it separately, NOVABIT shall delete the customer data after four weeks have elapsed since the reminder was sent, following a single reminder in text form. The customer shall then have no further claims.
3. WARRANTY.
3.1. Warranty for access to and use of the NOVABIT applications. NOVABIT warrants that the NOVABIT Applications are free from defects. In the event of a defect or failure of access to the NOVABIT Applications, NOVABIT shall, at its own reasonable discretion, either (a) restore the NOVABIT Applications concerned to working order or, if the defect cannot be remedied, (b) terminate the contract and/or the use of the NOVABIT Applications. Any claims for damages of the customer under this section shall be governed by Section 6.
3.2. Warranty for services. NOVABIT warrants that all contractual services shall be rendered with the diligence of a prudent businessman and, if available, in accordance with recognized rules. Should NOVABIT be responsible for performance failures in this context, the customer shall initially only be entitled to multiple subsequent performance at NOVABIT’s reasonable discretion. If further attempts at subsequent performance are unreasonable for the customer, the customer may terminate the contract extraordinarily pursuant to Section 2.3. Further rights of the customer shall be governed by clause 6.
NOVABIT does not warrant that access to the NOVABIT applications will be uninterrupted or error-free beyond the obligations in the service description with regard to availability or the correction of errors.
NOVABIT assumes no liability for the accuracy of data provided by third parties. NOVABIT is not responsible for delays, interruptions and other problems resulting from the use of the Internet, electronic communication or the customer’s systems.
4. EXEMPTION FROM LIABILITY
4.1. Exemption from liability. NOVABIT undertakes to indemnify and hold the customer harmless from and against any and all claims legitimately asserted against the customer by third parties in relation to the use of the NOVABIT Applications. If the NOVABIT Applications in the form used by the customer infringe third-party rights or if NOVABIT justifiably fears this, NOVABIT shall first, at its sole discretion and expense: (a) procure the right for the customer to continue using the NOVABIT Applications, (b) modify the NOVABIT Applications in order to exclude the infringement of third-party rights, or (c) replace the NOVABIT Applications with an equivalent workaround solution. If none of these options is economically feasible, NOVABIT may terminate the contract for cause and shall reimburse the customer for any prepaid fees on a pro rata basis.
4.2. Procedure. The customer shall inform NOVABIT immediately, at least in text form, of any alleged third-party claims and coordinate the legal defense with NOVABIT. If the customer culpably breaches this obligation, it shall be liable for any damage resulting therefrom.
5. CONFIDENTIAL INFORMATION.
5.1. Obligations. During the term of the Agreement and thereafter, each party shall (a) keep confidential information of the other party secret, except to comply with its own legal disclosure obligations or for the purpose of internal legal and tax advice; (b) implement reasonable procedures to prevent unauthorized disclosure or other misuse; and (c) treat personal data in accordance with the rules of the GDPR. “Confidential Information” means all personal or company-related data of a party, regardless of its form and labeling. This also applies in particular to the protection of usage data transmitted by the customer, which the customer uploads, stores in the Novabit Cloud, processes in the broadest sense or has processed in the context of using the NOVABIT Applications.
6. LIABILITY.
6.1. NOVABIT, its affiliates, directors, officers, employees, agents or contractors shall not be liable to the customer for indirect damages or loss of profit, except as provided in Section 6.3.
6.2. The aggregate liability of the parties in connection with the use of the NOVABIT Applications shall, except as provided in Section 6.3, be limited to the amounts received by NOVABIT from the customer in the twelve months preceding the event giving rise to such damages, regardless of whether such liability arises in contract, quasi-contract, tort or under any other theory of liability. The customer is recommended to insure excess risks.
6.3. The limitations of liability in this section do not apply to damages that (a) were caused intentionally, (b) are based on negligent or intentional injury to life, limb and health, (c) are based on the breach of cardinal obligations.
6.4. The provisions on liability and its limitation pursuant to Section 6 shall also apply in favor of NOVABIT’s legal representatives and vicarious agents if claims are asserted directly against them. Liability under the Product Liability Act and for a guarantee granted by NOVABIT shall also remain unaffected by this.
7. GENERAL PROVISIONS.
7.1. Applicable law. The contract is subject to the law of the Federal Republic of Germany to the exclusion of the UN Convention on Contracts for the International Sale of Goods and to the exclusion of the provisions of German international private law referring to a foreign law.
7.2. Place of jurisdiction. The exclusive place of jurisdiction for disputes arising from this contract and in economic connection with the use of the NOVABIT applications is Munich, Germany.
7.2. Local regulations and export control. NOVABIT and the customer shall comply with the export regulations of the European Union, the United States of America, the Federal Republic of Germany and other applicable jurisdictions when providing and using the NOVABIT application and services. Without limiting the foregoing, each party certifies that it is not listed on any U.S. person or entity registry where performance of this Agreement is prohibited. Further, Customer will not provide users with access to the NOVABIT Applications or Services in violation of any E.U. export prohibitions or restrictions.
7.3. Form of communication, additional security precautions when sending invoices. Any notices required under the provisions of this Agreement must be made at least in text form. Notices to NOVABIT shall be addressed to: NOVABIT GmbH, Mühlweg 2,8 2054 Sauerlach. NOVABIT shall address all notices to the customer to the address specified by the customer. Invoice-related documents shall only contain the account details initially agreed between the parties. NOVABIT shall never communicate changes to the account details by unencrypted e-mail. Any change of account details shall be irrelevant unless additionally confirmed by another means of communication.
Nuclos is a brand of Novabit Informationssysteme GmbH. Nuclos is the leading open source ERP construction kit which, thanks to low-code tools, maps all special processes leanly and individually.
Nuclos 2025
