GENERAL TERMS AND CONDITIONS OF BLOOPARK SYSTEMS GmbH & Co. KG
§1 Scope of Application
(1) These General Terms and Conditions (“GTC”) apply to all offers, contracts, deliveries, and services of bloopark systems GmbH & Co. KG (“bloopark”) towards entrepreneurs as defined in § 14 BGB. These GTC do not apply to consumers as defined in § 13 BGB.
(2) Conflicting or deviating terms and conditions of the client do not apply unless bloopark expressly agrees to their validity in text form.
(3) These GTC also apply to all future business relationships.
(4) The assignment of claims by the client requires the consent of bloopark.
(5) German law applies, excluding the UN Sales Convention (CISG).
§2 Subject Matter of the Contract and Types of Services
(1) The specific scope of services is exclusively determined by the respective offer and the associated contractual documents.
(2) A distinction is made between:
a) Work services
b) Services
c) Hosting and operational services
(3) Work services are only owed to the extent that they are expressly agreed as such.
(4) Furthermore, bloopark owes services according to the generally accepted state of the art at the time of performance, but no specific economic or technical success.
(5) Projects will be carried out – unless otherwise expressly agreed – according to agile methodology (in particular Scrum).
(6) In agile execution, bloopark owes the provision of agreed services in iterations (sprints) based on the prioritised requirements of the client, but not a specific overall success.
(7) A specific project success or a specific overall functionality is only owed in agile execution to the extent that this is expressly agreed in writing. The client is aware that in agile projects, the concrete scope of services is only developed during the course of the project.
(8) Effort estimates are non-binding planning values and not guaranteed maximum limits.
(9) Public statements, advertising claims, presentations or other sales representations by bloopark will only become part of the contract if they are expressly included in text form in the respective offer.
(10) bloopark owes – unless expressly agreed in writing as a work performance – no specific economic success, in particular no increase in sales, cost savings or business optimisation for the client.
§3 Conclusion of Contract
(1) Offers are non-binding and subject to change.
(2) A contract is concluded by confirmation of the order in text form, by mutual signature or by the commencement of performance with the knowledge of the client.
(3) The scope of services is exclusively determined by the respective offer including attachments.
(4) bloopark is entitled to engage qualified third parties for service provision.
§4 Obligations to Cooperate
(1) The client shall provide all information, data, content, access, and resources necessary for service provision in a timely, complete, and appropriate manner.
(2) The client shall appoint a professionally qualified and decision-making contact person (e.g. Product Owner) who can make binding decisions at short notice.
(3) If the client fails to meet their obligations to cooperate, not in a timely manner or not properly, the agreed deadlines and timeframes shall be extended appropriately.
(4) The additional effort incurred as a result shall be compensated by the client at the agreed rates.
(5) bloopark is entitled to suspend services until proper cooperation is provided, if and to the extent that service provision is significantly impeded or impossible without cooperation.
(6) The client is responsible for proper and regular data backup, unless a separate backup agreement exists.
(7) If the client does not meet their obligations to cooperate for a period of more than 30 calendar days despite a request in text form, bloopark is entitled to terminate the contract for good cause and to invoice for the services rendered up to that point.
§5 Work Services
(1) Work services include, in particular, implementation, custom programming, interface development, or data migration, as far as these are expressly and in writing designated as work services in the offer.
(2) A classification as a work performance occurs exclusively by express written agreement. In case of doubt, it is a service.
(3) Work performances are considered to be rendered when the agreed acceptance criteria are met.
(4) Public statements, presentations or product descriptions do not constitute a quality guarantee.
(5) In agile implementation, acceptance occurs based on sprints or according to defined milestones.
§6 Services
(1) Services include, in particular, consulting, workshops, training, support and project-related activities.
(2) No specific success is owed for services.
(3) Services are compensated based on actual effort, unless otherwise agreed.
§7 Hosting, Managed Hosting and Operational Services
(1) Hosting and operational services are provided as a continuous obligation.
(2) bloopark is obliged to operate the agreed system environment according to the state of the art, but not to provide error-free or uninterrupted operation at all times.
(3) A specific availability is only owed if and to the extent that it has been expressly agreed in a separate Service Level Agreement (SLA).
(4) Unless otherwise agreed, the target availability is 99.5% on an annual average.
(5) Availability is measured based on the handover point in the data centre.
(6) The following are not considered downtime:
• Maintenance work
• Security updates
• Technically necessary interruptions
• higher force
• Disruptions of internet connections outside the bloopark infrastructure
• customer-side networks
• third-party integrations or third-party software
(7) Response times do not represent recovery times.
(8) bloopark is entitled to provide hosting, infrastructure or platform services in whole or in part through qualified third parties or to switch to equivalent providers, provided that this does not result in a significant deterioration in performance.
(9) Changes to the licensing terms, functional scopes, versions or product policy of the standard software used (in particular Odoo) by the manufacturer are outside the influence of bloopark and do not establish any liability or warranty obligation.
(10) bloopark does not owe any permanent compatibility of customer-specific adjustments with future versions of the standard software used, unless this has been expressly agreed in writing.
(11) The client remains responsible for data content, user management, rights allocation, the legal permissibility of use, as well as for proper data backup, unless a separate backup agreement exists.
(12) Hosting and managed hosting contracts are concluded for a minimum term of 12 months unless otherwise agreed, and are extended by a further 12 months unless terminated with a notice period of three months before the end of the term. The right to extraordinary termination for good cause remains unaffected.
§8 Change Requests
(1) Changes or extensions require an agreement in text form.
(2) bloopark examines the impact on effort, deadlines and remuneration.
(3) Without commissioning, there is no obligation to implement.
(4) Non-prioritised requirements do not count as a due performance.
§9 Deadlines
(1) Specified deadlines and delivery periods are only binding if they have been expressly confirmed as binding by bloopark in text form.
(2) Deadlines are extended appropriately in cases of force majeure, technical disruptions or delays in cooperation.
(3) Partial performances are permissible.
§10 Acceptance
(1) Work performances are subject to acceptance.
(2) bloopark notifies the client of its readiness for acceptance in text form, providing the verifiable performance. The acceptance period begins upon receipt of this notification.
(3) Acceptance is deemed to have occurred if
• the client expressly accepts the performance,
• the performance is used productively beyond a trivial period and not just for testing purposes, or
• the client does not raise significant defects in text form within 14 calendar days of notification of readiness for acceptance.
(4) Significant defects are only those that substantially impair contractual use. Insignificant defects do not entitle refusal of acceptance.
(5) If no substantiated defect complaint is made within the inspection period, the performance is deemed accepted.
(6) In agile execution, each sprint review is considered a partial acceptance of the performances presented there, unless the client raises significant defects in text form within 7 working days.
(7) Legal rules on the burden of proof remain unaffected.
§11 Remuneration
(1) Invoices are due within 10 working days without deduction.
(2) bloopark is entitled to demand reasonable advance payments.
(3) In the event of payment default, bloopark is entitled to suspend services after reasonable notice.
(4) Offsetting is only permissible with undisputed or legally established claims.
(5) If the client is in default of payment for more than 14 calendar days, bloopark is entitled, after prior notice, to temporarily suspend access to hosted systems, provided that there are no overriding legitimate interests of the client to the contrary.
§12 Warranty
(1) For work services, bloopark provides a warranty in accordance with the statutory provisions, unless otherwise stated below.
(2) bloopark is entitled to initially provide subsequent performance by remedying the defect or by new production at its own discretion.
(3) A proper and comprehensible notification of defects in text form, describing the effects of the defect, is a prerequisite for warranty claims.
(4) Warranty claims for work services expire – as far as legally permissible – within one year from acceptance. This does not apply
– in cases of intent or gross negligence,
– in cases of injury to life, body or health,
– in cases of fraudulent concealment of a defect as well as
– in cases of mandatory statutory limitation periods.
(5) In the case of services, warranty claims exist only if and to the extent that bloopark has not provided a service in accordance with the contract. A specific success is not owed in the case of services.
(6) Warranty claims do not exist in the case of
– insignificant deviations from the agreed characteristics,
– impairments resulting from the client's system environment or from third-party software,
– changes not made by bloopark or
– improper use by the client.
§13 Liability
(1) bloopark is liable without limitation in cases of intent, gross negligence, injury to life, body or health, as well as under the Product Liability Act.
(2) In cases of simple negligence, bloopark is only liable for breaches of essential contractual obligations (cardinal obligations) and limited to the typically foreseeable damage.
(3) The liability of bloopark is limited per damage case to the lower amount of
– 100% of the net order value of the individual order affected by the damage or
– 250,000 EUR.
(4) The total liability of bloopark arising from and in connection with a contractual relationship is limited to a total of 500,000 EUR per contract year.
(5) Liability for data loss is limited to the recovery costs in the case of proper data backup.
(6) Liability for lost profits and indirect damages is excluded to the extent permitted by law.
§14 Data Protection and Order Processing
(1) The client is the data controller in the sense of data protection law according to Art. 4 No. 7 GDPR.
(2) Insofar as bloopark processes personal data on behalf, this is done exclusively on the basis of a separately concluded data processing agreement (DPA) in accordance with Art. 28 GDPR.
(3) The use of subcontractors takes place within the framework of the DPA.
(4) Processing in third countries occurs only in compliance with Art. 44 et seq. GDPR.
(5) bloopark implements appropriate technical and organisational measures in accordance with Art. 32 GDPR.
(6) The client ensures the legality of the data transfer under data protection law.
§15 Confidentiality
(1) The parties undertake to keep confidential all information that becomes known to them in connection with the execution of the contract regarding the other party secret.
(2) Confidential information includes, in particular:
• Business and trade secrets,
• technical information,
• source codes,
• project documentation,
• customer data,
• cost calculations,
• strategies as well as non-publicly accessible information.
(3) The obligation also applies beyond the termination of the contractual relationship for a period of five years.
(4) Excluded are information that
• was publicly known at the time of disclosure,
• becomes publicly known without violating this agreement,
• was lawfully obtained from third parties or
• must be disclosed due to legal obligations.
§16 Reference naming
(1) bloopark is entitled to name the client as a reference using the company name and logo, provided the client does not object.
(2) This particularly includes mention on the website, in presentations and marketing materials.
(3) The client may object to the use at any time for legitimate reasons.
§17 Data Release and Deletion
(1) After the termination of the contract, bloopark will provide the client with the data stored in the system in a common machine-readable format upon request.
(2) The release is subject to reasonable compensation, provided it goes beyond a standard export function.
(3) After 30 calendar days following the end of the contract, bloopark is entitled to delete the data, unless there are legal retention obligations to the contrary.
§18 Jurisdiction
The exclusive jurisdiction for all disputes arising from and in connection with this contract is – as far as legally permissible – Magdeburg.
§19 Final Provisions
Should individual provisions be or become ineffective, the validity of the remaining regulations shall remain unaffected.
bloopark systems GmbH & Co. KG © Status: 06.03.2026