General Terms and Conditions
PHANDET IT-Service · Wanit Phandet · 48720 Rosendahl, Germany
Version: September 2026 · Version 3 · Effective from: 1 October 2026
This is a courtesy translation for information purposes only. In case of any discrepancy, the German version („AGB“) is the sole legally binding text.
§ 1 Scope
1.1 These General Terms and Conditions („Terms“) apply to all agreements between PHANDET IT-Service, proprietor Wanit Phandet, („PHANDET“) and the client („Client“) for the provision of IT services, in particular:
- Managed IT services (ongoing support, MSP/CARE packages)
- Project agreements and one-off engagements (consulting, design, implementation)
- Hardware supply, procurement and coordination
1.2 These Terms apply exclusively to businesses within the meaning of § 14 of the German Civil Code (BGB) (B2B). The provision of services to consumers within the meaning of § 13 BGB is excluded.
1.3 Deviating, conflicting or supplementary terms of the Client do not become part of the agreement unless PHANDET expressly agrees to their applicability in writing.
1.4 Individual arrangements in the specific agreement (statement of work, quote, framework agreement) take precedence over these Terms.
§ 2 Formation of Contract
2.1 Quotes from PHANDET are non-binding unless expressly designated as binding. A quote is valid for 60 days from the date of the quote, unless stated otherwise.
2.2 An agreement is formed through written order confirmation by PHANDET, through signature of a quote, statement of work or framework agreement by both parties, or through commencement of service delivery following an order.
2.3 Amendments and supplements to an existing agreement require written form. This also applies to waiving this written-form requirement.
§ 3 Scope of Services
3.1 The specific scope of services follows from the respective quote, statement of work or framework agreement („Individual Agreement“). Services not expressly described in the Individual Agreement are not part of the order.
3.2 PHANDET is entitled to have services performed by qualified subcontractors. Responsibility towards the Client remains with PHANDET.
3.3 PHANDET is entitled to reasonably adjust the scope of services where this is required for technical or legal reasons and is reasonable for the Client. PHANDET informs the Client without delay.
3.4 Changes to the scope of services requested by the Client (change requests) are billed based on actual effort, unless a separate procedure is agreed in the Individual Agreement. PHANDET provides a quote for the additional effort on request.
3.5 Supply reservation (hardware): To the extent PHANDET procures or delivers hardware under an Individual Agreement, delivery is subject to PHANDET’s own suppliers delivering to PHANDET on time. If PHANDET, through no fault of its own, is not supplied, not fully supplied, or not supplied on time by its suppliers, PHANDET is entitled to postpone delivery accordingly or to withdraw, in whole or in part, from the affected part of the agreement. PHANDET informs the Client without delay and, where possible, proposes an equivalent alternative. Payments already made for services not rendered are refunded without delay.
§ 4 Client’s Duties to Cooperate
4.1 The Client is obliged to provide PHANDET with all information, access and documents necessary for the provision of services in a timely and complete manner.
4.2 The Client designates a responsible point of contact authorised to make decisions and grant approvals under the agreement.
4.3 Delays caused by insufficient cooperation by the Client are not attributable to PHANDET. Agreed dates and deadlines are extended accordingly. PHANDET retains the right to the agreed remuneration in this case.
4.4 The Client is obliged to back up its systems and data before the start of maintenance or change work by PHANDET, unless otherwise agreed in the Individual Agreement.
4.5 For managed services, the Client provides the network infrastructure and access required to operate the agreed tools and systems.
4.6 The Client is encouraged to maintain its own insurance to an extent customary in the industry, in particular business interruption insurance, to cover IT-related downtime risks. Failure to do so may be taken into account when assessing any contributory negligence.
§ 5 Remuneration and Payment Terms
5.1 Remuneration follows the respective Individual Agreement. All prices are net, plus statutory VAT at the applicable rate.
5.2 Payment term: PHANDET’s invoices are due for payment in full within 14 days of the invoice date.
5.3 In the event of late payment, PHANDET is entitled to charge default interest of 9 percentage points above the base rate pursuant to § 288 (2) BGB. The right to claim further damages for default remains reserved.
5.4 Monthly flat fees (managed services) are invoiced in advance, on the first business day of the respective month. One-off services are due upon invoicing after the order or upon milestone, as agreed in the Individual Agreement.
5.5 Time-and-materials services are billed monthly in arrears based on recorded hours.
5.6 PHANDET is entitled to increase the agreed prices once a year, for the first time after the end of the first contract year, by up to 3%. PHANDET notifies the Client in writing at least 6 weeks before the price adjustment takes effect. If the Client does not object within 4 weeks, the price adjustment is deemed accepted.
5.7 For hardware deliveries with an agreed delivery time of more than four months, and in the event of significant, market-driven fluctuations in procurement costs for components (in particular storage media, processors, network technology), PHANDET is entitled to adjust the agreed price at its reasonable discretion (§ 315 BGB) to reflect actual cost developments. Cost reductions are passed on to the Client to the same extent. If a price increase exceeds 15% of the originally agreed price, the Client may withdraw from the affected part of the delivery within two weeks of notification.
5.8 PHANDET reserves the right to temporarily suspend services in the event of late payment exceeding 30 days, until the outstanding amount has been paid in full. Suspension of services does not release the Client from its payment obligation.
5.9 The Client is only entitled to set-off or retention rights to the extent its counterclaim is undisputed or has been finally adjudicated.
§ 6 Term and Termination
6.1 The minimum term of managed services agreements follows from the respective Individual Agreement.
6.2 Managed services agreements may be terminated in writing after expiry of the minimum term with 3 months’ notice to the end of a month. Termination requires written form (email is sufficient).
6.3 Project agreements and one-off engagements end upon full performance and acceptance, unless a different end date is agreed.
6.4 The right to extraordinary termination for good cause remains unaffected. Good cause for PHANDET exists in particular if:
- the Client is more than 30 days in arrears with payments and fails to pay despite a reminder,
- the Client repeatedly breaches material contractual obligations,
- insolvency proceedings are opened or applied for over the Client’s assets.
6.5 After termination, PHANDET hands over all relevant documentation and access credentials to the Client on request within 14 days. Handover may be made conditional on full settlement of outstanding claims.
§ 7 Liability
7.1 PHANDET is liable without limitation for intent and gross negligence, as well as for injury to life, body or health, and under the Product Liability Act.
7.2 In cases of slight negligence, PHANDET is only liable for breach of a material contractual obligation (cardinal obligation), the fulfilment of which enables the proper performance of the agreement in the first place and on whose observance the Client may regularly rely.
7.3 In the cases under clause 7.2, as well as for grossly negligent breach of non-material obligations, PHANDET’s liability per event of damage is limited to €50,000 for property damage and €100,000 for other damage, capped overall at twice these amounts for all damages within one calendar year. This limitation does not apply to the extent further-reaching damages are covered by PHANDET’s existing business liability insurance. If the Client identifies a risk exceeding this liability cap that is atypical for it, the Client is obliged to inform PHANDET in advance.
7.4 PHANDET is not liable for slight negligence outside of breaches of cardinal obligations. In particular, PHANDET assumes no liability for:
- indirect damages, loss of profit or consequential damages, unless covered by clause 7.1,
- data loss attributable to missing or insufficient data backup by the Client,
- outages or disruptions caused by third-party systems, software or infrastructure,
- damages arising from insufficient cooperation by the Client (§ 4).
7.5 The above limitations of liability also apply for the benefit of PHANDET’s employees, agents and subcontractors.
§ 8 Data Protection and Data Security
8.1 PHANDET processes personal data of the Client and its employees exclusively to perform the agreement and in accordance with the GDPR and the German Federal Data Protection Act (BDSG).
8.2 To the extent PHANDET processes the Client’s personal data as a processor in the course of providing services, a separate data processing agreement (DPA) pursuant to Art. 28 GDPR must be concluded. PHANDET provides a corresponding agreement on request.
8.3 PHANDET takes appropriate technical and organisational measures (TOMs) to protect the data processed. Details are governed by the DPA.
8.4 The Client is solely responsible for the lawfulness of processing personal data within its own systems.
§ 9 Confidentiality
9.1 Both parties undertake not to disclose confidential information of the other party that becomes known in the course of the contractual relationship to third parties, and to use it solely to perform the agreement.
9.2 Confidential information includes, in particular: technical concepts, pricing, client data, access credentials, system configurations and business information.
9.3 The confidentiality obligation does not apply to information that:
- is or becomes publicly known without either party being in breach,
- was demonstrably already known to the receiving party before disclosure,
- was communicated by an authorised third party without restriction.
9.4 The confidentiality obligation survives termination of the agreement for a period of 3 years.
9.5 PHANDET is entitled to name the Client as a reference, unless the Client expressly objects.
§ 10 Retention of Title, Rights and Assignment
10.1 Delivered hardware remains the property of PHANDET until paid in full.
10.2 The Client is obliged to inspect delivered hardware for obvious defects and transport damage without delay upon receipt and to notify PHANDET of any such defects in writing without delay. § 377 of the German Commercial Code (HGB) applies otherwise. If notification is omitted, the delivery is deemed accepted as free of defects, unless the defect was not discoverable upon inspection; such a defect must be notified without delay after discovery.
10.3 Work products created under project services (concepts, documentation, configurations) transfer to the Client’s ownership upon full payment. PHANDET retains the right to use anonymised experience for internal purposes.
10.4 Standard software and third-party tools used by PHANDET in the course of providing services are subject to the respective manufacturers’ licence terms.
10.5 The Client is not entitled to transfer rights and obligations under this agreement to third parties without PHANDET’s prior written consent. § 354a HGB remains unaffected.
§ 11 Force Majeure
11.1 PHANDET is released from its performance obligation to the extent and for as long as performance is prevented by force majeure. Force majeure means unforeseeable, extraordinary events beyond PHANDET’s control, in particular natural disasters, pandemics, cyberattacks on critical infrastructure, strikes or government orders.
11.2 PHANDET informs the Client without delay of the occurrence and expected end of the force majeure event.
§ 12 Final Provisions
12.1 Jurisdiction: To the extent legally permissible, Rosendahl is agreed as the place of jurisdiction for all disputes arising from or in connection with this agreement. The competent courts are the Ahaus Local Court (Amtsgericht) or the Münster Regional Court (Landgericht).
12.2 Governing law: The laws of the Federal Republic of Germany apply exclusively. The application of the UN Convention on Contracts for the International Sale of Goods (CISG) is excluded.
12.3 Written form: Amendments and supplements to these Terms and to the respective Individual Agreement require written form. Email is sufficient unless expressly agreed otherwise.
12.4 Severability: Should individual provisions of these Terms be or become invalid or unenforceable, the validity of the remaining provisions remains unaffected. The invalid provision is replaced by a legally permissible arrangement that comes closest to the economic purpose of the invalid provision.
12.5 Right to amend: PHANDET reserves the right to amend these Terms with 6 weeks’ notice. The Client is notified of changes in writing. If the Client does not object within 4 weeks of receiving notice, the amended Terms are deemed accepted.
Part B — Supplementary Terms for Trade Goods (Drop Shipping)
The following terms (§ 13–§ 18) apply in addition to §§ 1–12 where PHANDET procures hardware or other trade goods from a distributor on the Client’s behalf and resells them to the Client („drop shipping“). In the event of conflict, the provisions of this Part B take precedence.
§ 13 Quotation, Price Binding and Formation of Contract
13.1 PHANDET’s quotes for trade goods are based on the distributor’s quote valid at the time the quote is prepared. The validity of PHANDET’s quote is limited to the validity period of the underlying distributor quote, or 5 business days from the date of the quote if in doubt.
13.2 If the distributor’s purchase price changes between preparation of the quote and the Client’s order confirmation (e.g. due to market fluctuations, exchange rates or manufacturer price changes), PHANDET is entitled to adjust the price accordingly and provide the Client with an updated quote. In this case, the agreement is only formed upon the Client’s express confirmation of the adjusted price.
13.3 An agreement for trade goods is formed when the Client accepts PHANDET’s quote in writing (email is sufficient). PHANDET confirms the order by way of an order confirmation.
13.4 Upon receipt of the order confirmation by the Client, PHANDET places the corresponding order with the distributor. From this point, § 14.2 (cancellation) applies.
§ 14 Ordering, Delivery Time and Supply Reservation
14.1 Trade goods are procured from the distributor as special orders individually for the respective Client; PHANDET does not maintain its own stock of trade goods.
14.2 Cancellation: Cancellation by the Client is generally excluded once the order confirmation has been received (§ 13.3), as PHANDET immediately passes the order on to the distributor and is thereby itself bound. If the distributor exceptionally accepts a cancellation, PHANDET passes this on to the Client. Any cancellation, reversal or restocking costs charged by the distributor are borne by the Client in full.
14.3 Delivery times are non-binding approximate estimates based on the delivery time stated by the distributor, unless a fixed date is expressly agreed.
14.4 Supply reservation: If PHANDET, through no fault of its own, is not supplied, not fully supplied, or not supplied on time by the distributor, PHANDET is entitled to postpone delivery accordingly or to withdraw, in whole or in part, from the agreement. PHANDET informs the Client without delay; payments already made for services not rendered are refunded without delay.
§ 15 Shipping and Passing of Risk
15.1 Delivery generally takes place via drop shipping: the distributor ships the trade goods on PHANDET’s behalf directly to the delivery address specified by the Client.
15.2 The risk of accidental loss or accidental deterioration of the goods passes to the Client upon handover of the goods to the carrier, but no later than upon arrival at the agreed delivery address.
15.3 Shipping costs are shown separately and borne by the Client, unless otherwise agreed in the quote.
§ 16 Inspection, Notice of Defects and Return Obligations
16.1 The Client is obliged to inspect the trade goods for obvious defects and transport damage without delay upon receipt, and to notify such defects in writing without delay, at the latest within 5 business days. § 377 HGB applies otherwise. If notification is omitted, the delivery is deemed accepted as free of defects, unless the defect was not discoverable upon inspection; such a defect must be notified without delay after discovery.
16.2 As trade goods are procured individually for the respective Client from the distributor and do not come from PHANDET’s own stock, returns or exchanges are generally excluded.
16.3 A voluntary return accepted by PHANDET (as a goodwill gesture) is only possible to the extent the distributor accepts a corresponding return. In this case, the Client will be charged the resulting costs (including return shipping, the distributor’s restocking fee, and a handling fee); for goods with a net value below €100, these amount to at least €25. A goodwill return requires the goods to be undamaged, in their original condition and original packaging, and presentation of the invoice.
16.4 Generally excluded from return are individually configured systems, custom-made items, activated software licences, and goods whose seal has been removed for hygiene or safety reasons.
§ 17 Warranty for Trade Goods
17.1 Statutory warranty for defects applies to trade goods. PHANDET provides subsequent performance at its own discretion, either by repair or replacement; PHANDET is entitled to rely on the support of the distributor or manufacturer to fulfil its warranty obligation.
17.2 To the extent the Client has its own warranty or guarantee claims against the manufacturer or distributor, PHANDET assigns these claims to the Client on request or supports the Client in enforcing them. The Client’s statutory warranty claims against PHANDET remain unaffected by this.
17.3 § 7 (Liability) of these Terms applies accordingly.
§ 18 Payment Terms for Trade Goods
18.1 As set out in § 5.2, invoices for trade goods are due for payment in full within 14 days of the invoice date.
18.2 § 5.3 (default interest) and § 5.8 (suspension of services for late payment) apply accordingly. In the event of late payment, PHANDET is additionally entitled to make future orders conditional on advance payment.
18.3 The retention of title under § 10.1 applies accordingly to trade goods.
Note: These Terms were drafted for exclusive B2B use. Part A (§ 1–§ 12) governs managed services, project agreements and hardware as part of a service; Part B (§ 13–§ 18) supplements this with the pure resale of trade goods via drop shipping with a distributor.