General Terms and Conditions

1. Scope

These General Terms and Conditions apply to all contracts between ONNA GmbH, Salierring 42, 50677 Cologne, Germany (“ONNA”), and businesses within the meaning of Section 14 BGB, legal entities under public law and special funds under public law (“customer”) for consulting, cloud services (strategy, migration, operations, optimisation), IT and ICT services, installations and the supply of hardware and software.

Deviating or supplementary terms of the customer only become part of the contract if ONNA expressly agrees to them in writing. Orders in the online shop at shop.onna.de are subject to the terms published there. This translation is provided for convenience; the German version is legally binding.

2. Quotes and conclusion of contract

ONNA's quotes are non-binding unless expressly designated as binding; binding quotes are valid for 30 days. A contract is concluded by ONNA's order confirmation in text form, by signing a quote or by commencement of performance.

The type and scope of services are defined by the quote or service description. Changes and extensions of the scope are agreed in text form; additional work is remunerated at the agreed rates.

3. Performance and cooperation

ONNA provides services in accordance with the state of the art using qualified staff and may engage suitable subcontractors. Dates are only binding if expressly agreed as binding.

The customer provides the information, access, contacts and environments required for the services in good time and free of charge, and is responsible for backing up its data unless backup is expressly part of the order. Delays caused by missing cooperation extend agreed deadlines accordingly; resulting additional work may be charged separately.

4. Ongoing services (managed services)

For ongoing services such as operations, monitoring and support, the service hours, response times and terms agreed in the quote apply. If nothing has been agreed, the minimum term is twelve months; the contract is extended by twelve months at a time unless terminated in text form with three months' notice to the end of the term. The right to terminate for good cause remains unaffected.

5. Supply of hardware and software

Deliveries are made ex warehouse at the customer's expense and risk; risk passes upon handover to the carrier. Partial deliveries are permitted where reasonable for the customer.

Third-party software and cloud services are additionally subject to the respective manufacturer's licence and usage terms, which ONNA provides on request.

6. Acceptance

Where work results are delivered, the customer accepts them within 14 days of notification of completion. Acceptance is deemed given if the customer does not refuse it within this period stating material defects, or uses the result productively.

7. Prices and payment

The prices agreed in the quote apply plus statutory VAT. Time-based services are invoiced at the agreed hourly or daily rates; travel time and expenses only where agreed. Ongoing services are invoiced monthly in advance.

Invoices are payable without deduction within 14 days of the invoice date. In the event of default, the statutory provisions apply (Section 288 BGB). Delivered goods remain ONNA's property until all claims arising from the business relationship have been paid in full.

8. Rights of use

Upon full payment, the customer receives a simple right, unlimited in time and territory, to use work results created individually for the customer (e.g. concepts, configurations, scripts, documentation) for its own purposes. ONNA's general know-how and reusable tools remain unaffected.

9. Defects

In the event of defects, ONNA shall at its discretion remedy the defect or supply a replacement. If subsequent performance fails, the customer may reduce the price or withdraw in accordance with the statutory provisions. The limitation period for claims for defects is twelve months from delivery or acceptance; this does not apply to intent, gross negligence, fraudulent concealment or to claims for damages under clause 10.

For hardware, the manufacturer's warranty terms apply additionally. Obvious defects and transport damage must be notified in text form without delay after receipt (Section 377 HGB).

10. Liability

ONNA is 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.

In the event of a slightly negligent breach of essential contractual obligations (obligations whose fulfilment makes the proper performance of the contract possible in the first place and on which the customer may regularly rely), liability is limited to the foreseeable damage typical for the contract. Liability for slight negligence is otherwise excluded. For loss of data, ONNA is only liable to the extent that would have arisen had the customer backed up its data properly.

11. Confidentiality and data protection

The parties shall treat all confidential information of the other party that becomes known to them in the course of the cooperation as confidential, also after the end of the contract.

Where ONNA processes personal data on behalf of the customer, the parties conclude a data processing agreement pursuant to Art. 28 GDPR, which takes precedence over these terms.

12. Final provisions

The law of the Federal Republic of Germany applies to the exclusion of the UN Convention on Contracts for the International Sale of Goods. The exclusive place of jurisdiction for all disputes arising from the contractual relationship is Cologne; ONNA may also sue the customer at its general place of jurisdiction.

Amendments and additions require text form. Should individual provisions be or become invalid, the validity of the remaining provisions remains unaffected; the invalid provision is replaced by the statutory provision.

Version: 24 September 2026