Standard Terms of Business
As in: February 2025
1. General Provisions, Content, and Conclusion of the Contract
1.1. Parties and Subject Matter
This contract governs the legal relationship between SECURUS IoT Monitoring GmbH, Am Farmböddel 7a, D-24623 Großenaspe/Germany (“SECURUS IoT Monitoring GmbH”) and its customers (“Customer”) regarding the provision of the Securus solution. The Securus solution consists of a gateway to which various sensors can be connected and cloud-based software for use via the internet (Software as a Service). It also includes the sale of hardware. SECURUS IoT Monitoring GmbH does not provide its services to consumers but exclusively for the purposes of the Customer’s commercial or self-employed professional activity. These terms and conditions do not apply to contracts with consumers.
1.2. No Deviating Provisions
The applicability of deviating or additional provisions is excluded unless SECURUS IoT Monitoring GmbH has expressly confirmed them in writing. This applies in particular to the general terms and conditions of the Customer, even if SECURUS IoT Monitoring GmbH accepts an order from the Customer in which the Customer refers to its general terms and conditions and/or attaches them, and SECURUS IoT Monitoring GmbH does not explicitly object to them. Individual agreements between SECURUS IoT Monitoring GmbH and the Customer always take precedence.
1.3. Conclusion of the Contract
The contract is concluded when the Customer and SECURUS IoT Monitoring GmbH sign a service certificate or an EVB-IT contract.
1.4. Contract Storage
The contract text is stored by SECURUS IoT Monitoring GmbH after the contract has been concluded but is not publicly accessible. The Customer can access, save, and print these general terms and conditions.
1.5. Contract Language
The contract language is German.
2. Services Provided by SECURUS IoT Monitoring GmbH
2.1. Right of Use
SECURUS IoT Monitoring GmbH provides the Customer with access to the software solution specified and described in the service certificate or EVB-IT contract (“Securus”) for use via the internet (“Service”). The software is operated on servers in a data center used by SECURUS IoT Monitoring GmbH. The Customer receives a non-exclusive and non-transferable right to access the software via a browser and an internet connection and to use it for their own business purposes exclusively within the scope of their commercial or self-employed professional activity for the duration of this contract. This includes the right to temporarily store program code (e.g., JavaScript) on the user’s computer (e.g., in RAM or browser cache) and execute it. The right of use is limited to the maximum number of locations booked by the Customer as specified in the service certificate or EVB-IT contract. The Customer is not permitted to transfer or provide the service to third parties.
2.2. Availability
SECURUS IoT Monitoring GmbH provides the Securus solution to the Customer in accordance with the service description in the service certificate (Service Levels) or EVB-IT contract. The Customer is responsible for the internet connection between their location and the data center, as well as for the necessary hardware and software (e.g., PC, network connection, browser). SECURUS IoT Monitoring GmbH provides its service at the connection point of the data center it uses for internet access.
2.3. Setup
The Customer is responsible for the initial setup of the Securus solution (individual settings or data entry/import). SECURUS IoT Monitoring GmbH is not obligated to modify the Securus solution, particularly to reprogram it according to the Customer’s requests. Such services must be separately agreed upon and compensated.
2.4. Support
SECURUS IoT Monitoring GmbH provides free telephone and email support to assist with the use of the Securus solution. The support does not include general know-how transfer, training, configuration, implementation, or customer-specific documentation or software customization.
2.5. Documentation
Unless otherwise agreed, SECURUS IoT Monitoring GmbH is not obligated to provide user documentation. Any additional documentation, training, or briefing services must be separately agreed upon and compensated.
2.6. Service Changes
The Customer acknowledges that the Securus solution is standard software provided as a Software-as-a-Service solution, enabling multiple customers to access a centralized system. The economies of scale resulting from this multi-tenancy model can only be utilized if it remains a uniform software product that can continue to evolve. The parties therefore agree that SECURUS IoT Monitoring GmbH may change the service (including system requirements) for important reasons. Such a reason exists particularly if the change is necessary due to (i) a required adjustment to new legal regulations or case law, (ii) changes in technical conditions (new browser versions or technical standards), or (iii) the protection of system security. Furthermore, SECURUS IoT Monitoring GmbH may reasonably modify the service as part of software development (e.g., deactivating old functions that have been largely replaced by new ones). SECURUS IoT Monitoring GmbH will inform the Customer of any changes that are not insignificant to them at least two weeks before they take effect, usually via email. The Customer’s consent to such a change is considered granted if they do not object in writing or by email before the change takes effect. In the change notification, SECURUS IoT Monitoring GmbH will explicitly point out this legal consequence. If the change significantly disrupts the contractual balance to the detriment of the Customer, it will not be implemented.
2.7. Sale of Hardware
If SECURUS IoT Monitoring GmbH offers a Customer the purchase of hardware, and unless otherwise agreed, the offer remains binding for two weeks after submission. In individual cases, a longer commitment period may be agreed upon. A purchase contract or other agreements only come into effect upon signing a contract. The documents associated with the offer, such as illustrations, drawings, weight, and dimension specifications, are only approximately binding unless explicitly agreed otherwise.
2.8. Delivery Conditions for Hardware
The delivery period is individually agreed upon or specified by SECURUS IoT Monitoring GmbH upon acceptance of the order but depends on the partial payment of the invoice. Even if communicated in writing, stated delivery times are non-binding unless SECURUS IoT Monitoring GmbH explicitly and in writing designates a deadline as a binding delivery date.
If SECURUS IoT Monitoring GmbH is unable to meet binding delivery deadlines for reasons beyond its control (unavailability of service), it will inform the Customer immediately and provide a new estimated delivery date. If the service remains unavailable within the new delivery period, SECURUS IoT Monitoring GmbH is entitled to withdraw from the contract in whole or in part; any payment already made by the Customer will be refunded immediately.
Partial deliveries are permitted unless they are unreasonable for the Customer.
2.9. Retention of Ownership
SECURUS IoT Monitoring GmbH retains ownership of the goods until full payment of the purchase price has been received. The following provisions apply only in business transactions:
The Customer may neither pledge the delivered goods nor assign them as security. In the event of seizure, confiscation, or other dispositions by third parties, the Customer must immediately notify SECURUS IoT Monitoring GmbH.
If the Customer acts in breach of contract, particularly by failing to pay the due purchase price, SECURUS IoT Monitoring GmbH is entitled to withdraw from the contract according to statutory provisions and reclaim the goods based on the retention of title and the withdrawal. If the Customer does not pay the due purchase price, SECURUS IoT Monitoring GmbH may only enforce these rights if it has previously set a reasonable payment deadline for the Customer or such a deadline is dispensable under statutory provisions.
The Customer is entitled to resell the reserved goods in the ordinary course of business, provided that the claims from the resale are transferred to SECURUS IoT Monitoring GmbH as follows:
The Customer hereby assigns to SECURUS IoT Monitoring GmbH all claims, including any ancillary rights, arising from the resale against the buyer or third parties up to the amount of the purchase price claim. The Customer remains authorized to collect these claims even after the assignment. However, SECURUS IoT Monitoring GmbH retains the right to collect the claims itself; it agrees not to do so as long as the Customer meets their payment obligations. SECURUS IoT Monitoring GmbH may require the Customer to disclose the assigned claims and their debtors, provide all necessary information for collection, hand over related documents, and notify the debtor of the assignment. In any case, the aforementioned security rights automatically expire as soon as their value exceeds the secured claims by more than 10%.
3. Fees and Payment Default
3.1. Fee Structure
The Customer owes SECURUS IoT Monitoring GmbH the agreed fees for using the Securus solution during the contract term, as specified in the service certificate or EVB-IT contract. The fees may consist of a one-time setup fee, a fixed monthly base fee, and a monthly usage fee based on the number of booked usage units.
3.2. Accrual of Base and Usage Fees
The base and usage fees are due in advance immediately upon contract conclusion, contract modification, or contract renewal (prepayment) and thereafter on the same calendar day of each following month. An increase in the number of booked locations (or an upgrade to a higher service package) is possible at any time, whereas a reduction (or downgrade to a lower service package) is only possible at the end of the base or renewal term or earlier with the consent of SECURUS IoT Monitoring GmbH. If the number of booked locations is increased during the base or renewal term, the additional fees will be charged on a prorated basis. The prices for the additional usage units shall be based on the price list of SECURUS IoT Monitoring GmbH valid at the time of the order for the additional units.
3.3. Invoicing
SECURUS IoT Monitoring GmbH invoices the agreed prices and fees upon contract conclusion, contract modification, or contract renewal and otherwise on a monthly basis in advance. The invoice amount is payable within 10 days. Invoices are issued online by making them available as a downloadable and printable PDF file in the customer menu or by sending them via email (“online invoice”). There is no entitlement to digitally signed invoices (§ 14 para. 3 UStG). In the case of an online invoice, it is considered received by the Customer when it is accessible in the customer menu and thus within their control or upon receipt of the email. SECURUS IoT Monitoring GmbH reserves the right to issue invoices by post instead. However, the Customer is only entitled to receive a postal invoice upon request and upon payment of the agreed fee (currently EUR 1.45 per invoice).
3.4. Payment by Direct Debit
Invoice payments can be made via bank transfer, SEPA direct debit, or PayPal transfer.
3.5. Start of Usage Rights
The use of the Securus solution is only permitted and possible after receipt of the invoice amount by SECURUS IoT Monitoring GmbH.
3.6. Purchase Prices for Hardware
Unless otherwise agreed in individual cases, invoices for purchased hardware are payable in advance in two installments: half of the total amount is due upfront, and the remaining balance is payable within ten days. Hardware is only shipped to the contractually specified address once payment has been received by SECURUS IoT Monitoring GmbH.
3.7. Net Prices
All prices are exclusive of the applicable statutory value-added tax (VAT).
3.8. Payment Default
If the Customer is in default of payment, SECURUS IoT Monitoring GmbH is entitled to charge default interest at a rate of 9 percentage points above the base interest rate. SECURUS IoT Monitoring GmbH reserves the right to claim higher default damages. The Customer is obliged to reimburse SECURUS IoT Monitoring GmbH for dunning fees amounting to EUR 40 in accordance with § 288 BGB.
If the Customer is in default of payment for two calendar months for either the full amount or a significant portion of the fees, or if, over a period of more than two months, the outstanding amount reaches a sum equal to twice the monthly base and usage fees, SECURUS IoT Monitoring GmbH is entitled, after prior notice via email or letter, to suspend access to the Securus solution or to terminate the contract extraordinarily.
During the suspension period, the Customer has no access to the data stored in the Securus solution. In the event of termination, section 9.4 shall apply. Additionally, SECURUS IoT Monitoring GmbH reserves the right to claim damages in accordance with legal provisions.
4. Customer Duties and Obligations
4.1. Backup Copies
The Customer is responsible for keeping copies of the data they enter and regularly creating backup copies (e.g., transferring data from the SECURUS system to internal systems). If the Customer fails to fulfill this duty of proper data backup, SECURUS IoT Monitoring GmbH’s liability for data loss is limited to damages that would have occurred even with proper and regular data backup by the Customer.
4.2. Lawful Use
The Customer shall use the SECURUS product only within the contractual and legal provisions and shall not infringe upon the rights of third parties while using it. In particular, the Customer shall comply with data protection regulations, competition law, and copyright law, and shall not introduce harmful or illegal data into the system or otherwise misuse the product. Customers may not use mechanisms, software, or scripts in connection with the use of the product that could interfere with its functioning. Customers must also refrain from actions that could result in an unreasonable or excessive load on the infrastructure, blocking, overwriting, or modifying content generated by SECURUS IoT Monitoring GmbH, or otherwise interfering with the system.
4.3. System Requirements and Cooperation Obligation
The hardware and software requirements for the Customer, as well as organizational requirements and the Customer’s cooperation obligations, are specified in the service contract or in a separate service description. Unless otherwise stated, the Customer must use a current version of a common browser such as Google Chrome, Firefox, Microsoft Edge, or Safari. Additional specific requirements for using SECURUS are described in the respective product documentation.
4.4. Security and Access Control
Each Customer is required to immediately inform SECURUS IoT Monitoring GmbH if there are indications that their access has been misused. The Customer is generally liable for all activities conducted using their access credentials and shall indemnify SECURUS IoT Monitoring GmbH against any third-party claims for damages unless the Customer is not responsible for the misuse.
4.5. Tax-Relevant Data
The Customer is responsible for storing tax-relevant data in accordance with legal requirements (particularly the provisions of commercial and tax law). The Customer acknowledges that the SECURUS product does not comply with the requirements of the “Principles for Data Access and Auditability of Digital Documents (GDPdU).” Therefore, the Customer is responsible for fulfilling any tax-related requirements through external archiving or documentation systems.
5. Customer Data and Data Protection
5.1. Customer Data
The data entered by the Customer while using the SECURUS product (e.g., device data, status information, notifications) and the data generated and attributable to the Customer (e.g., alerts, logs) (collectively referred to as “Customer Data”) remain the exclusive property of the Customer.
5.2. Use of Customer Data
The Customer hereby grants SECURUS IoT Monitoring GmbH a non-exclusive, worldwide, royalty-free right, limited to the duration of this contract, to use the Customer Data for the purpose of providing the SECURUS product, particularly to store it in a data center operated by SECURUS IoT Monitoring GmbH. Additionally, SECURUS IoT Monitoring GmbH is entitled to use the Customer Data in aggregated or statistical form for error analysis, further development of software functions, and anonymized evaluations and benchmarks.
5.3. Data Processing Agreement
If Customer Data includes personal data, the following applies: SECURUS IoT Monitoring GmbH processes the Customer Data as a data processor within the meaning of applicable data protection regulations, exclusively on behalf of and according to the instructions of the Customer, and solely for the purpose of providing the SECURUS product. The Customer remains responsible for ensuring that the collection, processing, and use of Customer Data comply with applicable data protection laws. Details are regulated in a data processing agreement concluded between SECURUS IoT Monitoring GmbH and the Customer.
5.4. Privacy Policy
Details regarding the collection, processing, and use of personal data by SECURUS IoT Monitoring GmbH are described in the Privacy Policy, available at https://www.securus-m.de/datenschutz/. However, the Customer is responsible for creating and providing their own supplementary privacy policy to end users if the Customer collects personal data such as names, email addresses, or device data via the SECURUS product.
6. Warranty Claims
6.1. Freedom from Defects and Condition
SECURUS IoT Monitoring GmbH shall provide the SECURUS product and deliver associated hardware free from material and legal defects and maintain the software in a condition suitable for contractual use during the contract term. The contractually agreed specifications of the hardware and software are exclusively defined in the service contract or service description, not by statements on the website, oral or written declarations made by SECURUS IoT Monitoring GmbH before contract conclusion, or information contained in marketing materials. The obligation to maintain the software does not include adapting it to changing operating conditions or technical and functional developments, such as modifications to the IT environment, hardware, or operating systems, alignment with competing products, or ensuring compatibility with new data formats.
6.2. Defect Resolution
The Customer shall promptly report any defects in the SECURUS product to SECURUS IoT Monitoring GmbH, providing details on the circumstances of their occurrence. SECURUS IoT Monitoring GmbH will remedy the defect within a reasonable period. It is entitled to temporarily provide the Customer with workarounds and later resolve the defect through software adjustments, provided this is reasonable for the Customer.
6.3. Initial Impossibility
Strict liability for initial defects pursuant to § 536a para. 1, alternative 1 of the German Civil Code (BGB) is excluded.
6.4. Limitation Period
Warranty claims shall expire after 12 months. This does not apply to claims for damages due to defects where SECURUS IoT Monitoring GmbH is mandatorily liable under statutory provisions.
6.5. Statutory Provisions
Otherwise, the statutory provisions on defect liability shall apply.
6.6. Free Provision of Services
If SECURUS IoT Monitoring GmbH provides services free of charge (e.g., during a trial phase), the provisions on lending shall take precedence. This particularly means that warranty liability under § 600 BGB is limited to fraudulent intent, liability under § 599 BGB is restricted to intent and gross negligence, and a shortened limitation period of six months applies pursuant to § 606 BGB.
7. Indemnification Obligations
7.1. Obligation to Indemnify
If third parties (including public authorities) assert claims or legal violations against SECURUS IoT Monitoring GmbH based on allegations that the Customer has breached its contractual obligations—particularly by introducing unlawful data into the SECURUS product or using the product in an anti-competitive or otherwise illegal manner—the following shall apply: The Customer shall indemnify SECURUS IoT Monitoring GmbH against such claims without delay, provide reasonable support in the legal defense, and reimburse SECURUS IoT Monitoring GmbH for the costs of legal defense.
7.2. Conditions for the Indemnification Obligation
The indemnification obligation under Section 7.1 applies only if SECURUS IoT Monitoring GmbH promptly notifies the Customer in writing of the asserted claims, does not make any acknowledgments or equivalent statements, and enables the Customer—at the Customer’s expense and to the extent possible—to handle all judicial and extrajudicial negotiations regarding the claims.
8. Limitation of Liability
8.1. Exclusions in Certain Cases
Outside of warranty claims, SECURUS IoT Monitoring GmbH shall be fully liable for damages only if they are caused intentionally or through gross negligence. SECURUS IoT Monitoring GmbH shall also be liable for slight negligence in the event of a breach of essential obligations (obligations whose violation endangers the achievement of the contractual purpose) and for the breach of cardinal obligations (obligations whose fulfillment enables the proper execution of the contract and on which the Customer regularly relies), but only for foreseeable, contract-typical damages. SECURUS IoT Monitoring GmbH shall not be liable for slight negligence in the breach of other obligations.
Otherwise, the liability of SECURUS IoT Monitoring GmbH is excluded regardless of the legal basis, except where SECURUS IoT Monitoring GmbH is mandatorily liable by law, particularly in cases of injury to life, body, or health, explicit assumption of a guarantee, fraudulent concealment of a defect, or under the Product Liability Act. Guarantees by SECURUS IoT Monitoring GmbH are only valid in written form and, in case of doubt, shall only be considered as such if explicitly designated as a “guarantee.”
8.2. Maximum Foreseeable Damages
The parties agree that the “typically foreseeable damage” for all damage incidents occurring in a calendar year shall not exceed the net remuneration for the services of SECURUS IoT Monitoring GmbH that has been contractually agreed upon or incurred for that calendar year (whichever amount is higher).
8.3. Free Trial Period
During a free trial period or any other free provision of the product, SECURUS IoT Monitoring GmbH’s liability is limited to intentional misconduct and gross negligence.
8.4. Employees and Agents of SECURUS IoT Monitoring GmbH
The liability limitations set forth in Sections 8.1 to 8.4 also apply to claims against employees and agents of SECURUS IoT Monitoring GmbH.
9. Term and Termination
9.1. Term
The contract for the SECURUS product is concluded for a specific term depending on the Customer’s order (“Initial Term”) and is automatically extended for the same duration (“Renewal Term”) unless either party terminates the contract with a notice period of four (4) weeks (“Notice Period”) before the end of the Initial Term or any Renewal Term. Unless otherwise agreed, the Initial Term and each Renewal Term shall be twenty-four (24) months. The right to terminate for cause remains unaffected.
9.2. Form
Termination must be made in writing.
9.3. Data at the End of the Contract
At the end of the contract term, the Customer will no longer have access to their Customer Data (e.g., device data or logs). It is the Customer’s responsibility to export their data before the contract ends using the export function of the SECURUS product and store it for further use. SECURUS IoT Monitoring GmbH is only obliged to provide additional data exports (e.g., as an SQL dump or in a specific format) if this has been separately agreed upon and compensated.
Upon contract termination, SECURUS IoT Monitoring GmbH will delete the Customer Data unless legally required to retain it. If deletion is only possible with disproportionate effort (e.g., in backups), SECURUS IoT Monitoring GmbH is entitled to restrict access to the data instead.
10. Final Provisions
10.1. Service Certificate or EVB-IT Contract
The service certificate or an EVB-IT contract forms an integral part of this agreement. In the event of any conflict between these General Terms and Conditions and the service certificate or EVB-IT contract, the terms of the service certificate or EVB-IT contract shall prevail.
10.2. Offsetting
The Customer may only offset claims or assert a right of retention with contractual counterclaims arising from the respective legal transaction if such claims are undisputed by SECURUS IoT Monitoring GmbH or have been legally established. In case of defects, the Customer’s counterclaims remain unaffected, particularly the right to withhold a proportionate part of the remuneration corresponding to the defect.
10.3. Written Form
Any amendments to this contract must be made in writing. This also applies to any waiver of the written form requirement.
10.4. Governing Law
This contract and all disputes related to it (both contractual and tortious) shall be governed exclusively by German law, excluding the United Nations Convention on Contracts for the International Sale of Goods (CISG).
10.5. Jurisdiction
If the Customer is a merchant, a legal entity under public law, or a special fund under public law, the exclusive place of jurisdiction shall be the registered office of SECURUS IoT Monitoring GmbH. However, SECURUS IoT Monitoring GmbH reserves the right to initiate legal proceedings at the Customer’s place of business.
10.6. Severability
Should any provision of this contract be or become invalid, the validity of the remaining provisions shall remain unaffected. Instead of the invalid provision, the provision that the parties would have reasonably agreed upon in good faith in accordance with the originally intended purpose from an economic perspective shall apply. The same applies in the event of a contractual gap.