Terms and conditions
1. Provider, Scope of Application, Subject Matter of the Contract, Conclusion of Contract, and Ranking
1.1 Provider / Contact
These General Terms and Conditions apply to contracts between NIS - Nordic Industrial Services GmbH, Untere Grüb 1, 69469 Weinheim, Germany, represented by the Managing Director Bernhard Wagner und Karoline Sauer, registered in the Commercial Register of the Mannheim Local Court under HRB 718384, VAT ID No. DE292223880, Email: info@nordic-industrial.com, Telephone: +49 (0) 6204 980 29 75 (hereinafter "NIS") and the client (hereinafter "Customer").
1.2 Scope of Application (B2B)
These General Terms and Conditions apply exclusively to businesses as defined in Section 14 of the German Civil Code (BGB). Contracts with consumers are not concluded on the basis of these General Terms and Conditions.
1.3 Subject Matter of the Contract / Types of Services / Scope of Services
(1) The subject matter of these General Terms and Conditions is the provision of services by NIS in the following categories:
(a) "Testing Services": Leakage and safety inspections, measurements, and leak detection on roofs and/or associated building components, including documentation and a results report.
(b) "Safety Installations": Planning, supply, installation, repair, and/or testing services for fall protection systems, anchor devices, and access systems, insofar as these are agreed upon as works contracts in the offer/service agreement.
(c) "Subscription Services": Service packages with a fixed term, in particular web platform/software access, hosting, monitoring, support, and sensor-related services (e.g., connectivity and data flow) in accordance with Section B (Clauses 16 et seq.).
(c) (2) The specific scope of services (in particular location/object, methods, scope of measurements, service components, scope of documentation, SLA, and, if applicable, hardware) is defined exclusively in the respective offer, order confirmation, and/or service agreement.
(3) Services not expressly agreed upon are not included. This includes, in particular, sealing or repair work on the roof (except within the scope of expressly commissioned safety installations), structural interventions (e.g., opening roof structures), structural calculations, or legally binding expert opinions, unless these are expressly agreed upon as services.
(4) Unless expressly agreed otherwise, testing services and subscription services are considered services. Safety installations are generally considered works. In the case of mixed orders, the relevant provisions of these General Terms and Conditions apply to the respective service components.
1.4 Conclusion of Contract
(1) Offers from NIS are non-binding unless they are expressly designated as binding.
(2) A contract is concluded as soon as (i) the customer accepts an offer from NIS in written form, (ii) NIS confirms an order from the customer in written form (order confirmation/statement of work), or (iii) NIS begins performance of the service and the customer recognizes this or should have recognized it by exercising due commercial diligence.
(3) Orders, changes to services, and supplementary agreements require at least written form (email is sufficient) to be effective, unless a stricter form is required by law.
1.5 Order of Precedence of Contractual Documents
If provisions of these General Terms and Conditions conflict with an individual contract signed by both parties (in particular, an offer/order confirmation/statement of work), the individual contract takes precedence.
2. Performance Time, Delay, and Insecurity Objection
2.1 NIS shall perform the services within the agreed-upon performance timeframes ("Performance Time").
2.2 NIS shall inform the customer immediately as soon as it becomes apparent that the Performance Time cannot be met. The parties shall then agree on a new Performance Time without undue delay.
2.3 The customer's statutory rights in the event of default remain unaffected. However, a right of termination due to default exists only if the default significantly disadvantages the customer and the default is not attributable to force majeure (Clause 11) or to a breach of duty by the customer (in particular, the customer's duty to cooperate as set out in Clause 2).
2.4 If, after conclusion of the contract, there are justified doubts about the customer's ability to perform or their solvency, NIS is entitled to withhold (further) performance until an appropriate advance payment or appropriate security is provided.
3. Customer's Obligations to Cooperate, Access, and Workplace Safety
3.1 The customer shall grant NIS free, unimpeded, and safe access to all affected roof surfaces and, where necessary, to technical and ancillary rooms. The affected areas must be cleared of objects, leaves, branches, equipment, and other obstacles before work commences.
3.2 Before commencing work, NIS will send a checklist of preparatory measures and resources to be provided by the customer (e.g., water connection to the roof edge). The customer must return the completed checklist no later than two (2) business days before the scheduled work date.
3.3 If the conditions specified in the checklist are not met at the start of the work and NIS is therefore unable to begin or can only begin to a limited extent, NIS is entitled to charge a flat rate of EUR 75.00 plus VAT per commenced hour for waiting time, up to a maximum of 50% of the agreed-upon compensation. Both parties reserve the right to prove a lesser or greater loss.
3.4 The customer shall provide suitable and properly installed anchor devices, fall protection systems, and access systems. NIS uses personal protective equipment against falls and rescue equipment in accordance with DGUV Regulation 112-198/199 and is entitled to interrupt work in unsafe conditions (Stop-Work-Right).
3.5 Interruptions, Cancellations, and Re-arrivals
Interruptions or cancellations for which the customer is responsible (in particular due to lack of cooperation, inadequate or unsafe occupational safety, lack of access, or failure to provide necessary equipment) entitle NIS to (i) invoice for services rendered up to that point and any waiting time incurred, (ii) invoice for necessary re-arrivals and additional costs (e.g., travel, setup, and material costs) based on actual expenses or as per the quotation, and (iii) schedule a new appointment subject to availability. NIS's statutory rights, in particular the right to terminate for cause, remain unaffected.
4. Technical Documentation and Rights of Use
4.1 Upon completion of the work, NIS will prepare an inspection and/or measurement report with the results and provide it to the customer within ten (10) working days of completion, unless a different deadline is agreed upon in individual cases (e.g., in the case of an exceptionally large scope of evaluation).
4.2 All documents and documentation provided by NIS remain the property of NIS. NIS grants the customer a simple, non-transferable right of use for the intended internal use and for disclosure to third parties involved in the project (e.g., planners, insurers, operators, authorities).
4.3 Any further use (e.g., for other projects) requires the prior written consent of NIS.
5. Payment, Due Date, Default, and Suspension of Services
5.1 Unless otherwise agreed, invoices are due within thirty (30) days of the invoice date without deduction.
5.2 In the event of late payment, the customer shall owe default interest at a rate of nine percentage points above the base interest rate, as well as a flat fee of EUR 40.00 per invoice. Further damages remain reserved.
5.3 If the customer is in default of payment for more than three (3) months and fails to pay despite a reasonable grace period, NIS is entitled to terminate the contract for cause. Further rights remain unaffected.
5.4 In addition, NIS is entitled, in the event of late payment by the customer, to withhold or suspend further services until all outstanding claims arising from the contractual relationship have been settled in full, provided this is reasonable for the customer and no mandatory legal provisions preclude it.
6. Set-off and Retention
6.1 The customer may only set off undisputed counterclaims, counterclaims established by a final and binding judgment, or counterclaims arising from the same contractual relationship.
6.2 The customer is entitled to a right of retention only with respect to counterclaims arising from the same contractual relationship.
7. Guarantees and Warranty Rights by Service Type (Testing Services vs. Safety Installations)
7.1 A guarantee is only provided by NIS if it is expressly designated as a "guarantee" in writing and its content is defined. Descriptions, brochure information, public statements, or specifications of dimensions or performance do not constitute guarantees but serve solely to describe the services.
7.2 Testing Services (Leakage Checks/Leak Detection)
(1) Testing services are subject to a service contract. NIS is obligated to perform the test professionally according to the agreed standard and to ensure the accuracy of the measurement results at the time of measurement under the respective test conditions.
(2) NIS does not guarantee a specific outcome for testing services in the sense that all leaks will be detected or that no leaks will occur in the future.
(3) Results and recommendations are based on the conditions prevailing at the time of testing (e.g., weather, accessibility, preparations according to the checklist). Changes to these conditions may subsequently affect the validity of the results.
(1) Testing services are subject to a service contract. 7.3 Safety Installations (e.g., planning, delivery, assembly, repair)
(1) The statutory warranty rights under Sections 634 et seq. of the German Civil Code (BGB) apply to safety installations (in particular, subsequent performance, price reduction, damages, and – if the statutory requirements are met – rescission of the contract), supplemented by the liability provisions in Section 9.
(2) NIS provides safety installations in accordance with the applicable statutory and technical regulations (e.g., relevant DGUV regulations, DIN/EN standards), as specified in the respective offer/statement of work.
(3) The statutory limitation periods apply. This includes, in particular, five (5) years for work on buildings/structures, including permanently attached anchor devices, and two (2) years for other services or deliveries of goods, in each case commencing upon acceptance/handover.
(4) The proper use, regular instruction of users, and recurring tests/inspections of the safety installations are the responsibility of the customer, unless contractually assumed by NIS.
7.4 Mixed Orders
If an order consists of testing services and safety installations, the respective provisions of sections 6.2 and 6.3 apply to the respective service components. A warranty is only granted in mixed cases if it is expressly agreed upon in writing as such.
8. Cancellation
8.1 The customer may cancel the work free of charge up to five (5) working days before the agreed execution date.
8.2 In the event of a later cancellation, NIS may demand reasonable liquidated damages. As a guideline, damages amounting to 30% of the agreed remuneration apply. Both parties reserve the right to prove a lesser or greater loss.
8.3 Statutory rights, in particular those under Section 648 of the German Civil Code (BGB) (contract for work and services: remuneration less saved expenses), remain unaffected insofar as the contract is classified as a contract for work and services.
9. Performance Quality, Acceptance, and Notification of Defects
9.1 NIS will perform the services professionally in accordance with the recognized state of the art and the parameters agreed upon in the offer/statement of work.
9.2 Obvious defects must be reported in writing within fourteen (14) days of receipt of the report or the performance documentation. Statutory rights remain unaffected.
9.3 If a service is classified as a work product, NIS is entitled, at its own discretion, to remedy the defect or provide a replacement. If the remedy fails, the customer may reduce the remuneration appropriately and—if the legal requirements are met—assert further rights.
9.4 Acceptance / Confirmation of Performance: If services are classified as work products, acceptance is effected by signing the report or the confirmation of performance. Functional commissioning or use is considered a substitute for acceptance, to the extent permitted by law. For services, the measurement or inspection report serves as confirmation of performance.
10. Liability
10.1 NIS shall be liable without limitation for intent and gross negligence, as well as for damages resulting from injury to life, body, or health.
10.2 In cases of simple negligence, NIS shall only be liable for breaches of essential contractual obligations (cardinal obligations). In this case, liability shall be limited to foreseeable damages typical for this type of contract.
10.3 Claims under the Product Liability Act remain unaffected.
10.4 Any further liability – in particular for indirect damages and lost profits – is excluded, unless mandatory law provides otherwise.
10.5 Apart from intent, gross negligence, damages resulting from injury to life, body, or health, and product liability, NIS's total liability arising from and in connection with this contract shall be limited to 100% of the net fees paid for the relevant service in any calendar year.
11. Damages Caused by NIS / Indemnification
11.1 NIS shall be liable for damages caused by its own negligence in accordance with Section 9.
11.2 NIS shall not be liable for unavoidable side effects of the measurement (e.g., removal of dirt/organic material from existing leaks) unless NIS culpably caused these consequences.
11.3 If a third party asserts claims against the customer based on circumstances for which NIS is not liable under these Terms and Conditions (e.g., pre-existing leaks, lack of cooperation/occupational safety, unavoidable side effects), the customer shall indemnify NIS against such claims, provided that the customer informs NIS immediately, provides NIS with the necessary support to defend against the claim, and NIS is not at fault.
12. Force Majeure
12.1 Neither party shall be liable for non-performance or delay in performance to the extent that such non-performance or delay is due to events beyond its control (e.g., severe weather/hurricane, exceptional rainfall, war, government orders, changes in legislation, strikes/lockouts, widespread infrastructure failures).
12.2 The affected party shall immediately inform the other party, take reasonable measures to mitigate damages and make up for lost time, and resume performance as soon as possible.
12.3 Unilateral determination of the existence of force majeure is excluded.
12.4 If an event of force majeure lasts for more than sixty (60) calendar days without interruption and the performance of services continues to be substantially impaired as a result, each party shall be entitled to terminate the contract with respect to the affected services without notice. Services already rendered up to the effective date of termination shall be compensated. Fees paid in advance for periods after the termination date will be refunded on a pro rata basis, where appropriate.
13. Intellectual Property Rights
13.1 All rights to testing methods, measurement procedures, documentation, reports, and markings developed by NIS remain with NIS or its licensors.
13.2 The granting of rights of use is governed by Sections 3.2 and 3.3.
14. Confidentiality
14.1 Both parties shall treat all information of the other party that becomes accessible to them, is marked as confidential, or is recognizably confidential, as confidential and shall use it exclusively for the performance of this agreement. Statutory disclosure obligations remain unaffected.
15. Choice of Law and Jurisdiction
15.1 This agreement shall be governed by German law, excluding the United Nations Convention on Contracts for the International Sale of Goods (CISG).
15.2 The place of jurisdiction – to the extent legally permissible – shall be the registered office of NIS (Mannheim). Subject-matter jurisdiction shall be governed by the Courts Constitution Act; Section 38 of the Code of Civil Procedure remains unaffected.
16. Final Provisions
16.1 Any side agreements, amendments, or additions must be in writing (email is sufficient), unless stricter forms are required by law.
16.2 The invalidity of individual provisions shall not affect the validity of the remaining provisions. In place of the invalid provision, a valid provision that most closely approximates the intended economic purpose shall be deemed agreed upon.
Part B - Special Conditions for Subscription Services
17. Definitions and Scope (Subscriptions)
17.1 "Subscription Services" are fixed-term services provided by NIS, in particular (i) web platform/software access including hosting, (ii) monitoring and alerting, (iii) support and maintenance services, and (iv) sensor-related services with an ongoing service component (e.g., connectivity and data flow) and – if agreed – the provision of sensor hardware as purchased, rented, or leased equipment.
17.2 These General Terms and Conditions apply in their entirety to Subscription Services. Insofar as Sections 16 to 27 contain supplementary or deviating provisions, these shall prevail over the provisions of Sections 0 to 15 in the event of a conflict.
18. Term, Renewal, and Termination (Subscriptions)
18.1 Unless otherwise specified in the offer, the initial term begins upon conclusion of the contract or—if later—upon the commencement of services defined in the offer/service agreement (e.g., activation of the platform or provision of the sensors). The initial term is twelve (12) months.
18.2 The contract will automatically renew for a further twelve (12) months unless terminated in writing (email is sufficient) at least three (3) months before the end of the respective term.
18.3 The right to extraordinary termination for cause remains unaffected. The conditions and procedure for extraordinary termination are governed by Section 23 and, additionally, Sections 11.4 and 19.4.
18.4 Billing upon Termination: Services rendered up to the effective date of termination must be paid for. To the extent that fees have been paid in advance, they will be refunded pro rata for periods after the termination date, provided that the termination is not the customer's fault and no other contractual agreement exists.
19. Service Description and Service Level Agreement (SLA)
19.1 NIS provides the subscription services defined in the offer/service agreement.
19.2 NIS guarantees a monthly target availability of 99% for the web platform. This excludes approved maintenance windows and events beyond NIS's control (in particular, force majeure events as defined in Sections 11 and 21).
19.3 Scheduled maintenance is regularly performed on Sundays between 00:00 and 06:00 (CET/CEST). Unscheduled security updates may also be performed outside these hours for important reasons. NIS will announce such measures in writing at least 48 hours in advance, if possible, provided this is compatible with security requirements.
20. Third-Party Services and Reservation of Self-Supply
20.1 Parts of the subscription services (e.g., sensor cloud, connectivity, hosting) may be provided in whole or in part by qualified third-party providers.
20.2 NIS remains the customer's contractual partner and is the central point of contact for subscription services. Insofar as services are provided by third-party providers, the liability provisions of these Terms and Conditions apply, in particular Sections 9 and 19.5.
20.2 20.3 Self-Supply Reservation (narrow and transparent): NIS is entitled to temporarily adjust or suspend services if it is prevented from providing services due to non-delivery, incorrect delivery, or late delivery by third-party suppliers for reasons beyond its control, provided that (i) NIS has concluded a congruent hedging transaction, (ii) the disruption was unforeseeable at the time of contract conclusion, and (iii) NIS informs the customer without undue delay, attempts reasonable replacement or substitution, and—where appropriate—grants service reductions or credits.
20.4 Persistent disruptions by third-party suppliers (lasting longer than 30 consecutive calendar days) entitle both parties to terminate the affected subscription service without notice. Fees already paid will be refunded on a pro rata basis, where appropriate.
20.5 NIS is not liable for third-party supplier outages to the extent that NIS is not responsible for them. Clause 9 remains unaffected.
21. Service Changes (Changes and Updates)
21.1 NIS may reasonably develop subscription services further (e.g., security and performance updates, version upgrades), provided that this does not result in any significant disadvantages for the agreed core benefits.
21.2 In the event of significant service changes, NIS will inform the customer in writing at least six (6) weeks in advance. In the event of a more than minor deterioration, the customer has a special right of termination effective at the time of the change, which must be exercised in writing.
22. Force Majeure and Exceptional Circumstances (Subscriptions)
22.1 In addition to Section 11, network, provider, and cloud disruptions, DDoS attacks, large-scale data center outages, government intervention, and failures of public telecommunications networks are considered events outside the control of NIS.
22.2 Obligations regarding communication, reduction, remediation, and—where agreed—service credits remain in effect, provided this is reasonable and technically feasible.
23. Prices, Billing, and Price Adjustments
23.1 Subscription fees are due annually in advance for the respective billing period, unless otherwise agreed. If service provision begins during the year, the initial invoice will be prorated, provided this is agreed upon in the offer.
23.2 Starting with the renewal year, NIS may adjust the fees once a year at the beginning of the renewal period, in line with the change in the Consumer Price Index (Destatis, base year 2020=100) in the previous year, capped at a maximum of +6% per year. Reductions will be passed on accordingly. NIS will announce any price adjustment at least six (6) weeks in advance in writing. The customer may object to the price adjustment and terminate the subscription with immediate effect (in writing) at the time of the adjustment.
24. Termination for Cause (Subscriptions)
24.1 Cause for termination exists if, considering all circumstances of the individual case and weighing the interests of both parties, the terminating party cannot reasonably be expected to continue the contract until the end of the notice period. Cause for termination may exist, in particular, in the case of repeated serious SLA breaches, ongoing third-party disruptions as defined in Section 19.4, serious security incidents, or payment arrears of more than 30 days despite a reminder.
24.2 Terminations for cause must be declared in writing without undue delay, stating the reasons.
24.3 Settlement: Unless otherwise agreed, fees will be prorated up to the termination date. Fees already paid in advance for periods after the termination date will be refunded pro rata, provided the reason for termination is not attributable to the customer.
25. Data, Data Protection, and Data Security (SaaS/Sensor Data)
25.1 The customer's operational, sensor, and measurement data remain the property of and under the control of the customer. NIS receives a simple right of use to the extent necessary for contract fulfillment, maintenance, quality assurance, and anonymized or aggregated analysis.
25.2 Information on the processing of personal data can be found in NIS's privacy policy at [Link to Privacy Policy]. If NIS processes personal data on behalf of the customer, the parties will conclude a data processing agreement pursuant to Article 28 GDPR before the commencement of services.
25.3 NIS will implement the processing in accordance with the data processing agreement and inform the customer of any significant changes, providing a reasonable period for objections.
25.4 NIS will implement appropriate technical and organizational measures in accordance with the state of the art (including encryption of data at rest and during transmission, role-based access control, logging, and defined backup and restore targets).
25.5 In the event of termination, NIS will provide the customer with the customer data in a machine-readable, standard format. The data will then be deleted in accordance with contractual and legal retention requirements.
26. Use and Replacement of Sensor Hardware
25.1 Unless sensors are sold, they will be provided as loan or rental equipment. The customer is responsible for proper installation and operation in accordance with NIS's specifications.
26.2 NIS may provide technically equivalent or superior sensors and/or communication modules if a change of manufacturer or supply shortages necessitates this. In this case, NIS will ensure functional equivalence.
26.3 The hardware warranty is governed by the offer; ongoing services are governed by Sections 18 to 22.
26.4 NIS does not guarantee the continuous operation of third-party sensor backends. Clauses 19 (Self-Supply) and 21 (Force Majeure/Exceptional Circumstances) apply.
26.5 Until full payment of all amounts owed under the specific delivery transaction, delivered sensor hardware remains the property of NIS. Processing or installation is carried out for NIS within the meaning of Section 950 of the German Civil Code (BGB), without creating any obligation for NIS. The customer hereby assigns to NIS in advance any claims arising from resale up to the gross invoice value; NIS accepts this assignment.
25.6 Hardware provided on a rental or loan basis remains the property of NIS. The customer must handle the hardware with care and may not pledge or transfer ownership of it. The customer shall compensate for loss or damage at the current market value.
26.7 If NIS ships sensor hardware to the customer, the risk passes to the customer upon handover to the first carrier. Delivery and shipping costs are borne by the customer unless otherwise agreed.
27. Billing, Measurement, and Usage Data
27.1 The customer authorizes NIS to collect and process aggregated usage data (e.g., uptime, event counters) for billing, SLA measurement, and quality assurance purposes. Personal data will be minimized or pseudonymized where possible.
28. Communication and Form
28.1 Notices of termination, price adjustments, SLA reports, and third-party communications may be sent in written form (email).
28.2 Deadlines begin upon receipt of the respective declaration by the recipient.
28.3 Operational service communications will be sent to the email contacts designated by the customer. The customer is responsible for keeping these contacts and contact information up to date.