General terms and conditions

1. Provider and scope

1. Provider is TecSee GmbH, Karlstraße 33, 74072 Heilbronn, Stuttgart Local Court HRB 761002, VAT ID DE313057563 (“TecSee”, “we”).
2. Our offers are aimed exclusively at entrepreneurs within the meaning of § 14 BGB, legal entities under public law and special funds under public law (“customer”). Contracts with consumers are not concluded via this website.
3. These terms consist of a general part (sections 1–12) and product modules (sections 13–16). In the event of contradictions, the following order of precedence applies: individual offer or order confirmation, product module, general part.
4. Hosting, managed servers and domains of WAWIHOST are governed by the WAWIHOST terms and conditions.
5. Conflicting or supplementary terms of the customer only apply if we expressly agree to them in text form – even if we perform services without reservation.

2. Conclusion of contract

1. Our presentations on the website, price lists and the package finder are non-binding and do not constitute an offer.
2. The contract is concluded by our written offer and its acceptance by the customer, by our order confirmation in text form, or by the provision of the service (e.g. activation of the licence or access data).
3. Side agreements and amendments must be made in text form (e.g. email).
4. The contract language is German.

3. Scope of services and changes

1. The scope of services results from the individual offer or order confirmation and the service description referred to therein, otherwise from the product modules. Marketing statements only create obligations if they are expressly included in the service description.
2. Which functions are available for which marketplace is stated per connection as “live”, “in development” or “on request”. Only functions marked “live” or expressly confirmed in the offer are owed.
3. We may further develop our software and services as long as the agreed functions are essentially retained and the change is reasonable for the customer. Interfaces of third parties (marketplaces, carriers, Odoo) may change; we adapt connections within a reasonable period.
4. We may use qualified subcontractors. We are liable for them as for our own fault.

4. Customer obligations

1. The customer provides the information, access (e.g. marketplace accounts, API keys, Odoo access) and contact persons required for performance in good time. If he fails to do so, agreed deadlines are extended accordingly; additional effort is invoiced separately.
2. The customer keeps access data secret, protects it against misuse and informs us immediately of any suspected misuse.
3. The customer is responsible for the content he transmits (product data, prices, texts, images), for compliance with marketplace rules and for his own legal obligations (e.g. legal notice, labelling, tax). He indemnifies us against third-party claims arising from such content.
4. The customer checks results of automated functions (e.g. AI texts, repricing, settlement reconciliation) before relying on them, in particular before publication or posting.
5. Unless data backup has been expressly agreed, the customer backs up his data regularly himself.

5. Prices and payment

1. The prices in the offer or price list valid at the time of conclusion apply. All prices are net plus statutory VAT.
2. Recurring fees (e.g. AdlerDoo packages, club membership) are invoiced monthly in advance unless otherwise agreed. One-off services (setup, migration, development) are invoiced after performance or according to agreed milestones.
3. Invoices are payable within 14 days of the invoice date without deduction. Invoices are sent electronically.
4. If the customer is in default, statutory default interest is charged. In the event of payment default, we may suspend services after prior notice in text form; the payment obligation remains.
5. If a direct debit is returned for reasons for which the customer is responsible, the customer bears the bank charges incurred.
6. The customer may only offset claims that are undisputed or legally established.

6. Price adjustments and plan changes

1. We may adjust recurring fees with 30 days notice in text form to reflect cost developments (e.g. licence, hosting or personnel costs). If prices increase by more than 5 % within 12 months, the customer may terminate the contract with effect from the date the change takes effect.
2. The customer may switch to a higher package at any time, effective from the next billing month. If agreed usage limits are exceeded permanently, we will propose a suitable package; a change only takes effect with the customer’s consent.

7. Term and termination

1. The term results from the offer. If nothing else is agreed, recurring contracts have a minimum term of 12 months and are extended by a further 12 months unless terminated with 30 days notice to the end of the respective term.
2. The right of both parties to terminate without notice for good cause remains unaffected. Good cause for us exists in particular in the event of payment default of more than one month, serious breaches of these terms despite a warning or misuse of the services.
3. Terminations must be made in text form (e.g. email to info@tecsee.de).
4. After the end of the contract, the customer may export his data for 30 days in a common format. Afterwards we delete the data unless statutory retention obligations apply.

8. Availability and support

1. For services operated by us, we owe an average availability of 98 % per calendar year at the transfer point to the internet. Announced maintenance windows and disruptions outside our control (e.g. failures of marketplaces, Odoo services, telecommunications networks, force majeure) are excluded.
2. Support is provided in German by email, ticket and phone on working days; other languages by arrangement. Support hours included in a package are stated in the offer.
3. Services beyond the agreed scope (e.g. adjustments, training, installation of updates of third-party software) are invoiced on a time and material basis at € 100 net per hour (€ 119 including 19 % VAT), billed per started hour, unless otherwise agreed.

9. Rights of use

1. For the duration of the contract, the customer receives a simple, non-transferable right to use AdlerDoo and the other software provided for his own business purposes. Sub-licensing and use for third parties require our consent in text form.
2. Decompiling, reverse engineering and copying beyond what is necessary for use are not permitted, unless permitted by law (§§ 69d, 69e UrhG).
3. Individually developed adjustments become usable by the customer upon full payment. Unless otherwise agreed, we retain the right to use general know-how and reusable components.
4. Odoo is licensed by Odoo S.A.; Odoo Enterprise licences are subject to Odoo’s licence terms and are not part of the AdlerDoo fee unless expressly agreed.

10. Warranty and liability

1. We remedy defects in our services within a reasonable period after notification. The customer reports defects in text form with a comprehensible description.
2. We are liable without limitation for intent and gross negligence, for injury to life, body or health, under the Product Liability Act and to the extent of any guarantee given.
3. In the event of slight negligence, we are only liable for breach of essential contractual obligations (obligations whose fulfilment makes proper performance of the contract possible in the first place and on whose compliance the customer may regularly rely), limited to the foreseeable damage typical for the contract.
4. Strict liability for defects already existing at the conclusion of the contract (§ 536a (1) BGB) is excluded. For loss of data we are only liable for the effort required to restore it from regular backups carried out by the customer.
5. We are not liable for decisions, listings, prices or bookings that the customer makes on the basis of automated suggestions without checking them, nor for blocks or changes by marketplaces.
6. These limitations also apply in favour of our employees and vicarious agents.

11. Data protection and confidentiality

1. Insofar as we process personal data on behalf of the customer, the parties conclude a data processing agreement in accordance with Art. 28 GDPR, which takes precedence over these terms.
2. Both parties treat confidential information of the other party as confidential during the contract and for five years thereafter, unless disclosure is required by law.
3. We may name the customer as a reference only with his prior consent in text form.

12. Force majeure

Neither party is liable for delays or non-performance caused by events beyond its control (e.g. natural disasters, pandemics, war, strikes, official orders, large-scale failures of third-party infrastructure). Deadlines are extended by the duration of the impediment plus a reasonable start-up period.

13. Module AdlerDoo

1. AdlerDoo is an app that runs directly in the customer’s Odoo database and connects marketplaces, warehouse, shipping and accounting. No separate desktop software is required.
2. The packages (e.g. Startup, Standard, Professional, Enterprise) and add-ons (e.g. marketplace settlement per marketplace) are described on the pricing page and in the offer. We do not charge AdlerDoo transaction fees on marketplace sales unless expressly agreed.
3. Prerequisites are a supported Odoo version, a hosting environment suitable for AdlerDoo and the customer’s marketplace accounts with API access. Hosting, Odoo licences, setup and data migration are not included in the package unless stated in the offer.
4. AI functions (e.g. listing texts, customer message suggestions) generate suggestions. The customer decides on their use; section 4 (4) applies.
5. Settlement functions reconcile marketplace payouts with orders, fees and bank payments in Odoo. They do not replace tax advice or the review by the customer’s accountant.

14. Module Digital Holding Club

1. Membership in the Digital Holding Club gives access to the benefits described on the benefits page and in the membership offer (e.g. webinars, consultations, early access, partner conditions). Only benefits expressly stated there are owed.
2. Services of partners (e.g. fulfilment, finance, legal services) are contracted directly between the customer and the partner. We only arrange contact and are not a party to these contracts; the partner’s terms apply.
3. Content shared in the club (e.g. webinars, documents) may only be used internally by the member.

15. Module Fulfillment Network

Via the Fulfillment Network we connect customers with warehouse and shipping service providers and integrate them into Odoo. Storage, picking and shipping are provided by the respective service provider on the basis of its own contract. We are responsible for the technical connection, not for the logistics services of the service provider.

16. Module consulting, setup and development

1. Consulting, setup, migration and development services are provided as services on a time and material basis unless a work result with acceptance has been expressly agreed.
2. If acceptance has been agreed, the customer declares acceptance within 10 working days of notification of completion. Acceptance is deemed given if the customer uses the result productively or does not report any material defects within this period.
3. For migrations from other systems (e.g. JTL, PlentyONE, Afterbuy, VARIO) we plan parallel operation together with the customer. The customer checks the migrated data before switching over.

17. Final provisions

1. The law of the Federal Republic of Germany applies, excluding the UN Convention on Contracts for the International Sale of Goods.
2. Exclusive place of jurisdiction for all disputes arising from the contractual relationship is Heilbronn. We are also entitled to sue the customer at his general place of jurisdiction.
3. We may amend these terms for existing contracts with six weeks notice in text form. The amendment is deemed approved if the customer does not object in text form within this period; we will point this out separately in the notice. Changes to main performance obligations and prices are subject to section 6.
4. Should individual provisions be invalid, the validity of the remaining provisions remains unaffected.