Terms and Conditions

This English translation is provided for convenience only. In the event of any discrepancies, only the German version of these General Terms and Conditions is legally binding.

General Terms and Conditions of EURO VOIP GmbH
Zeppelinstraße 7, 73119 Zell unter Aichelberg, Germany

§ 1 General

1.1 These general terms and conditions (hereinafter GTC) apply to all customer relationships. Third-party GTC only become part of the contract if EURO VOIP acknowledges them in writing for the respective individual contract in dispute.

1.2 The current law of the Federal Republic of Germany applies to all contracts with EURO VOIP. The application of foreign law is excluded unless agreed to in writing.

1.3 Beyond these GTC, the current provisions of the German Civil Code (BGB), German Commercial Code (HGB) and any other relevant legislation apply.

1.4 Until all deadlines associated with a contract have expired, EURO VOIP must be informed immediately of any changes of address.

1.5 The customer agrees that EURO VOIP may name the customer as a reference customer for the duration of the contractual relationship. The customer will, in individual cases, provide prospective customers of the EURO VOIP services with information about the cooperation with EURO VOIP. EURO VOIP is entitled to use the customer's name (and, where applicable, brand names) and logo within the scope of its communication measures (e.g. entry and publication in a reference list).

§ 2 Conclusion of Contract

2.1 Our offers in digital, printed or verbal form constitute an invitation to submit an offer (invitatio ad offerendum).

2.2 Purchase, work and service contracts are only deemed concluded once EURO VOIP has provided its customer with a positive declaration of intent. This applies to all purchase, work and the service contracts "Standard", "Plus" and "Premium". The scope of services of the "Standard", "Plus" and "Premium" service contracts can be found in the submitted offer. Automated order confirmations (confirmation of receipt of the customer's declaration of intent) do not constitute a positive declaration of intent on our part.

2.3 A positive declaration of intent by EURO VOIP can only take place through written confirmation, handover of goods or performance of services.

2.4 The term of the contracts corresponds to the term of the licenses to which EURO VOIP GmbH is bound with its partners. This applies to all purchase, work and service contracts.

2.5 If the service contract is to be terminated prematurely because cooperation with EURO VOIP GmbH is no longer desired, the service contract must be terminated in writing with a notice period of 3 months before the end of the contract term. The service contract always has a term of one year unless explicitly agreed otherwise in writing.

2.6 In order to deliver the products listed in the offers, EURO VOIP relies on partner companies. EURO VOIP brokers contracts to affiliated partner companies and acts as a certified partner. EURO VOIP is not responsible for the ongoing operation of the systems, only for brokerage, installation and support. All liability claims must be addressed directly to the provider of the offered products.

§ 3 Payment Terms

3.1 Prices

3.1.1 Unless stated otherwise, all prices are quoted in euros (EUR / €).

3.1.2 All product / service prices are marked as net (prices excluding VAT) or gross prices (prices including VAT). All invoices clearly state the totals of the gross and net prices as well as the VAT. All offers state the net prices (prices excluding VAT), which apply plus the statutory VAT.

3.1.3 The respective shipping costs (packaging, shipping and delivery) can be found in the currently valid version under Shipping.

3.1.4 The prices published in the webshop, catalogues, offers and via other channels only apply at the time of publication, unless stated otherwise. Subsequent price changes, of which EURO VOIP will inform the customer immediately, are possible up to the conclusion of the contract.

3.2 Payment Terms

3.2.1 The total gross amount stated on invoices is payable immediately and in full, unless stated otherwise. Deductions of transaction and other fees are not accepted.

3.2.2 When paying by SEPA direct debit, payment is only deemed complete once the invoice amount has been collected in full and without revocation within the statutory periods.

3.2.3 When paying via leasing and financing partners, payment is only deemed complete once the statutory periods for leasing or financing contracts have been completed.

3.2.4 EURO VOIP is entitled – even contrary to provisions stating otherwise – to offset a customer's payments against existing claims.

3.2.5 If the customer defaults on payments, EURO VOIP is entitled to charge reminder fees of €5.00 after 14 days past the due date. The 2nd reminder of €10.00 after 7 days following the 1st reminder. The 3rd reminder of €15.00 after 7 days following the 2nd reminder, plus default interest at the statutory rate for all reminders/reminder levels. The assertion of further claims for damages remains unaffected.

3.2.6 Exceptions granted to a creditor as a gesture of goodwill have no effect on the preceding provisions.

3.2.7 EURO VOIP is entitled to have outstanding claims collected by third parties (debt collection agencies).

§ 4 Delivery and Performance Conditions

4.1 If the customer defaults on payment, EURO VOIP is entitled to withdraw from the contract within one week, to demand the return of goods already in the customer's possession, and to invoice partial services rendered.

4.2 If it is contractually stipulated that services rendered by EURO VOIP become the intellectual property of the customer, the services rendered by EURO VOIP are deemed the intellectual property of EURO VOIP until payment has been made in full.

4.3 In the event that goods are not available for delivery, EURO VOIP reserves the right to offer goods of the same type, quality and price as a substitute.

4.4 The currently valid packaging and shipping flat rate is clearly stated in the webshop, offers and invoices.

4.5 If products are taken into possession by the customer with obvious shipping damage, this must be reported immediately to the shipping service provider and communicated to EURO VOIP.

4.6 EURO VOIP is not responsible for the customer's existing network and internet, nor for quality optimisation in the network. The customer must ensure that the network and firewall are suitable for the offered internet telephony and provide the required connection speed. Working hours spent by EURO VOIP assisting with and configuring the customer's network and firewall are not part of the offer or the order confirmation and are billed separately at the standard rate.

4.7 No liability whatsoever is assumed for faulty configuration of the customer's infrastructure (network, firewall, etc.).

4.8 If a phone number porting is to take place or is carried out, the customer is obliged to provide EURO VOIP with the required documents and information in good time and in full, independently and without being asked. In case of non-compliance, EURO VOIP assumes no liability whatsoever for any outages or unavailability.

4.9 When an order is placed, the initial configuration of the telephone system and end devices is included. This is indicated by the item "Configuration of system and end devices (fixed price)". If this item is not listed in the offer and order confirmation, no initial configuration has been booked and it will be billed separately at €49.50 net per 15 minutes. The scope of services of the initial configuration is listed in the product description of the item "Configuration of system and end devices (fixed price)" and can be found in the offer under the product description. The initial configuration is documented in the "Initial Configuration" document provided by EURO VOIP, which must be completed by the customer and sent to EURO VOIP by email, post or fax. The respective contact details can be found on documents such as the offer, order confirmation, invoice or on the homepage www.euro-voip.de. As soon as the document is received by EURO VOIP GmbH, the scope of services of the initial configuration is fixed. If change requests, subsequent additions or special configuration requests are submitted afterwards, including via amended versions of the "Initial Configuration" document, this scope is no longer covered by the initial configuration and will be billed separately at €49.50 net per 15 minutes.

§ 5 Cancellation Policy

5.1 Customers who qualify as consumers pursuant to Section 13 of the German Civil Code (BGB) have the right, pursuant to Section 355 (2) BGB, to withdraw from the contract within fourteen days of conclusion of the contract, with the exception of the provisions of Section 312g (2), with the additional agreement (deviating from Section 312g (2) sentence 3) excluding all sealed goods whose seal is to be regarded as a certificate of authenticity, quality or integrity.

5.2 EURO VOIP must be notified of the withdrawal within the statutory periods. This can be done by telephone (+49 89 416 111 960), by email (info@euro-voip.de) or by withdrawal form addressed to: EURO VOIP GmbH, Zeppelinstraße 7, 73119 Zell unter Aichelberg, Germany.

5.3 Refunds by EURO VOIP are generally only made after receipt and inspection of the returned goods.

§ 6 Retention of Title

6.1 Delivered goods and services remain the property, or intellectual property, of EURO VOIP GmbH until the invoice amount has been paid in full.

6.2 Prior to transfer of ownership, all acts transferring possession to a third party are in breach of contract.

§ 7 Data Loss

7.1 The customer is responsible for backing up their data in IT systems.

7.2 Claims against EURO VOIP are excluded, as they are in all cases attributable to insufficient data backup.

§ 8 Data Protection

The data protection provisions can be found on the website www.euro-voip.de/datenschutz.

§ 9 Place of Jurisdiction

The place of jurisdiction for all legal disputes is the registered office of EURO VOIP GmbH.

§ 10 Final Provisions

Should individual provisions, or parts, of these GTC be invalid, this shall have no effect on the remaining provisions.

§ 11 Scope of Application

11.1 The following terms of sale apply only to entrepreneurs within the meaning of Section 310 (1) BGB.

11.2 Contracts for deliveries are concluded exclusively on the basis of the following conditions. We do not recognise conditions of the customer that conflict with or deviate from our conditions, unless we have expressly agreed to their validity in writing. Our conditions also apply if we carry out the delivery or service to the customer without reservation in the knowledge of conflicting or deviating conditions of the customer.

11.3 Ancillary agreements and deviating arrangements require our written confirmation to be legally effective.

11.4 Our terms of sale also apply to all future business with the customer.

§ 12 Offer and Order

Our electronic, written or verbal offers do not constitute an offer in the legal sense but are to be understood merely as an invitation to the customer to place an order. The customer is bound by their order for 4 weeks from its receipt by us. A contract is only concluded upon our written order confirmation, at the latest, however, upon acceptance of the delivery by the customer. Our offers and order confirmations are always subject to a positive credit check of the customer and subject to timely and proper self-supply.

§ 13 Industrial Property Rights, Copyrights

13.1 The contract products, including circuit diagrams, drawings, designs, descriptions and similar documents, as well as software, are generally subject to industrial property rights/copyrights of the manufacturers/licensors. References to such property rights on the contract products may not be altered, covered or removed by the customer.

13.2 The customer is obliged to inform its buyers of the aforementioned property rights and license terms of the manufacturers and of the restrictions specified in the license terms.

13.3 We are only liable for damages due to the infringement of such property rights if we knew or should have known that such rights exist and that they result in the customer being exposed to claims by third parties. In terms of amount, our liability in this respect is limited to the invoice value of the goods.

§ 14 Quality, Delivery Times and Deliveries

14.1 Our written statements are exclusively decisive for the scope and time of delivery and for the agreed quality. Ancillary agreements and changes require our written confirmation.

14.2 Unless otherwise stated in our written statements, delivery is agreed ex EURO VOIP warehouse Zell unter Aichelberg. The costs and risk of transport as well as loading and packaging costs are borne by the customer. This also applies to returns, see clause 10. The customer is responsible for compliance with any preclusive periods, for example under the general German freight forwarding conditions (ADSp).

14.3 Transport and other packaging in accordance with the Packaging Ordinance will not be taken back, with the exception of pallets. The costs of disposing of the packaging are borne by the customer.

14.4 The delivery times stated by us are deemed to be agreed only approximately. The commencement of the delivery time stated by us presupposes the clarification of all technical questions. A delivery time stated by us begins on the date of issue of the corresponding confirmation, but not before the provision of the documents, permits and approvals to be procured by the customer and receipt of an agreed down payment. The delivery time is met if the goods have left the warehouse by the end of the delivery time or readiness for shipment has been notified.

14.5 The delivery period is extended appropriately in the event of measures within the scope of industrial disputes, in particular strikes and lockouts, as well as in the event of unforeseen obstacles beyond our control, insofar as such obstacles demonstrably have a significant influence on the production or delivery of the delivery item. This also applies if such circumstances occur at sub-suppliers. The aforementioned circumstances are also not attributable to us if they arise during an already existing delay. We will inform the customer of the beginning and end of such obstacles as soon as possible.

14.6 We are entitled to reasonable partial deliveries and invoicing of such partial deliveries.

14.7 In the event of a delay in delivery due to slight negligence, we are only liable up to 5% of the delivery value affected by the delay, in any case limited to the foreseeable, typically occurring damage.

14.8 Insofar as the delay is due to intent or gross negligence on our part, we are liable in accordance with the statutory provisions, but limited to the foreseeable, typically occurring damage, provided there is no intentional breach of contract for which we are responsible.

14.9 We are liable in accordance with the statutory provisions insofar as the underlying purchase contract is a transaction for delivery by a fixed date or the customer's interest in further performance of the contract has ceased as a result of a delay in delivery for which we are responsible.

§ 15 Inspection of the Goods

The customer must inspect the goods immediately for completeness, conformity with the delivery documents and the order, and for defects, and must assert recognisable deviations and defects immediately in writing. If a complaint is not made within 4 working days of receipt by the customer, the delivery is deemed to be in accordance with the contract, unless the deviation was not recognisable despite careful inspection. Transport damage or shortfalls recognisable upon delivery must also be noted on the carrier's receipt in accordance with Section 438 HGB.

§ 16 Prices and Payment

16.1 The price stated in our order confirmation applies; otherwise, unless otherwise agreed in writing, the price stated in our price list on the day the order is accepted.

16.2 Our prices are net, "ex works", plus statutory VAT and costs for transport and packaging.

16.3 We reserve the right to increase our prices accordingly if cost increases occur after conclusion of the contract, in particular due to collective wage agreements, increases in material prices or exchange rate fluctuations. We will provide the customer with evidence of these on request.

16.4 Unless otherwise agreed, payments are due immediately after invoicing without any deduction. If the customer exceeds the granted payment periods, we are entitled – notwithstanding further rights – to demand default interest of 8% p.a. above the respective base interest rate pursuant to the BGB. All outstanding claims become due for immediate payment in the event of the customer's default of payment.

16.5 The withholding of payments or offsetting due to any counterclaims of the customer is only permissible if the counterclaims have been legally established or are undisputed by us.

16.6 The payment term for the factoring procedure is 10 days.

§ 17 Retention of Title

17.1 We retain title to the delivered items until full payment of all claims arising from the business relationship between us and the customer.

17.2 The customer is obliged to treat the delivered items with care; in particular, there is an obligation to insure them adequately at the customer's expense against fire, water and theft damage.

17.3 The customer is entitled to resell the delivered items in the ordinary course of business; however, pledging or transfer by way of security is not permitted to the customer. Claims arising from the resale of the goods are hereby assigned to us in the amount of the final invoice amount. The customer remains authorised to collect the claims, without our authority to collect the claim ourselves being affected. However, we will not collect the assigned claims as long as the customer meets its payment obligations from the proceeds received, is not in default of payment and no application for the opening of judicial insolvency proceedings has been filed or suspension of payments exists at the customer. We hereby accept the assignment. The customer is obliged to provide us with all information and details necessary for the collection of the assigned claims.

17.4 Any processing, treatment or transformation of the goods subject to retention of title is carried out for us. In the event of processing, combination, mixing or blending of the goods subject to retention of title with other goods not belonging to us, we are entitled to the resulting co-ownership share in the new item in the ratio of the invoice value of the goods subject to retention of title to the other processed goods at the time of processing, combination, mixing or blending. If the customer acquires sole ownership of the new item, it is deemed agreed that the customer transfers proportional co-ownership to us. This is held in safe custody for us free of charge. The advance assignment agreed above applies in the aforementioned cases only in the amount of the invoice value of the goods subject to retention of title that are resold together with other goods. In the event of seizures or other interventions by third parties in the goods subject to retention of title or the claims assigned in advance, the customer must notify us immediately, providing the information necessary for an intervention. Costs arising from this that cannot be recovered from the third parties shall be borne by the customer.

17.5 We undertake to release the securities to which we are entitled under the above provisions, at the customer's choice and request, insofar as the value of these securities exceeds the claims to be secured by more than 20%.

§ 18 Warranty

18.1 The assertion of the customer's rights in respect of defects presupposes that the customer has properly complied with its obligations to inspect and give notice of defects. In the case of the sale of used goods, any warranty is excluded.

18.2 If a warranty case exists and a manufacturer's guarantee is in place, the customer is obliged, before making a claim against EURO VOIP GmbH, to make a serious out-of-court attempt to enforce the claims under the manufacturer's guarantee against the manufacturer. EURO VOIP GmbH will support the customer in this. Otherwise, the customer's warranty claims remain unaffected.

18.3 If and to the extent that the customer is not satisfied thereafter, we are initially entitled, at our option, to subsequent performance by remedying the defect or by replacement delivery. Exchanged goods or parts thereof are our property and must be returned to us. If we are not willing or able to provide subsequent performance, or if it is delayed beyond reasonable periods for reasons for which we are responsible, or if subsequent performance otherwise fails or is unreasonable for the customer, the customer is entitled, at its option, to withdraw from the contract or to demand a corresponding reduction of the purchase price.

18.4 In the event of withdrawal, the customer must allow the benefits of use drawn up to the withdrawal to be offset. The benefit of use for the period up to withdrawal is calculated proportionally on the basis of the purchase price and the usual total service life of the goods, unless use was only restricted or not possible at all due to the defect. Both parties remain free to prove a lower or higher benefit of use. An insignificant defect does not entitle the customer to withdraw from the contract.

18.5 If the examination of a notice of defect reveals that a material defect does not exist, we are entitled to invoice the customer a flat fee for expenses/processing. In this case, the customer remains free to prove to us a lower expense than that invoiced.

18.6 Warranty claims become time-barred after 12 months, calculated from the transfer of risk. Insofar as the goods are the subject of a consumer goods purchase, the customer's rights pursuant to Sections 478, 479 BGB remain unaffected, provided the customer has fulfilled the obligations to inspect and give notice of defects incumbent upon it pursuant to Section 377 HGB.

§ 19 Liability

19.1 Unless stated otherwise below, further claims of the customer – irrespective of the legal grounds – are excluded. In particular, we are not liable for damage that has not occurred to the delivery item itself, for lost profits or other financial losses of the customer.

19.2 This exemption from liability does not apply if the cause of the damage is based on intent or gross negligence or if we have negligently breached an essential contractual obligation. It also does not apply if we have fraudulently concealed a defect or have assumed a guarantee regarding the quality of the goods and this guarantee was specifically intended to protect the customer against the damages claimed.

19.3 Our obligation to pay compensation is limited to the foreseeable damage, in any case to the coverage amount of our product liability insurance. We are prepared to allow the customer to inspect our policy on request.

19.4 The claims become time-barred 12 months after the transfer of risk. This also applies to claims for compensation for consequential damage caused by defects, insofar as no claims arising from tort due to fraudulent concealment of a defect or liability claims due to intent are asserted.

19.5 Any liability for damages beyond that provided for above is excluded – irrespective of the legal nature of the claim asserted. This does not apply to claims for injury to life, body or health, claims pursuant to Sections 1, 4 of the Product Liability Act, or to claims arising from tort or in the event of impossibility for which we are responsible.

§ 20 Returns

Returns are only accepted subject to our inspection. Returns of new, used or defective goods must be made carriage paid to EURO VOIP GmbH, Zeppelinstraße 7, 73119 Zell unter Aichelberg, Germany. Unless otherwise agreed, returns can only be processed by us if the return is accompanied by an RMA return slip stating the RMA number and the customer number. The customer can obtain this RMA return slip and the RMA number upon written or telephone request in Zell unter Aichelberg by telephone +49 89 416 111 960, fax +49 89 416 111 968 or online at www.euro-voip.de. The notification of the RMA number in no way constitutes an acknowledgement of a defect or any other complaint by the customer. In any case, the return, including accidental loss, is at the customer's risk. For returns for which the customer is responsible, in particular but not exclusively in the case of refusal of acceptance, we will charge a restocking fee.

§ 21 Export

Products delivered by us are intended for use and to remain in the delivery country agreed with the customer. The re-export of contract products is subject to authorisation for the customer and is subject to the foreign trade regulations of the Federal Republic of Germany and, for products imported from the USA, to the export control regulations of the United States of America. The customer must inform itself independently about these regulations, under German provisions at the Federal Export Office (Bundesausfuhramt), 65760 Eschborn/Taunus, and under US provisions at the US Department of Commerce, Office of Export Administration, Washington DC 20320. Irrespective of whether the customer states the final destination of the delivered contract products, it is the customer's own responsibility to obtain any necessary authorisation from the respective competent foreign trade authorities before exporting such products. Any onward delivery of contract products by customers to third parties, with or without our knowledge, simultaneously requires the transfer of the export authorisation conditions. The customer is liable to us for proper compliance with these conditions.

§ 22 Miscellaneous

Ancillary agreements must be made in writing. This also applies to the waiver of the written form requirement. Should individual of the above provisions be invalid, this shall not affect the validity of the contract in all other respects and of the remaining provisions.

§ 23 Place of Performance

The place of performance for all obligations arising from the contractual relationship is Zell unter Aichelberg. The place of jurisdiction for all legal disputes arising from the contractual relationship as well as concerning its formation and validity is, vis-à-vis merchants, Zell unter Aichelberg; however, we are entitled to sue the customer at its registered office. The entire contractual relationship is subject exclusively to the law of the Federal Republic of Germany, excluding the UN Convention on Contracts for the International Sale of Goods.

§ 24 Commissioned Data Processing

The data processing agreement (DPA) is provided for download by EURO VOIP GmbH.

§ 25 Annex: Technical and Organisational Measures (TOM)

The annex – Technical and Organisational Measures (TOM) is provided for download by EURO VOIP GmbH.

As of: 18 March 2020

This English translation is provided for convenience only. In the event of any discrepancies, only the German version of these General Terms and Conditions is legally binding.

General Terms and Conditions of Licent GmbH

§ 1 General

For consulting services, the sale of software and for pre-contractual obligations in business transactions, exclusively the General Terms and Conditions of Licent GmbH (hereinafter "Licent GmbH") apply, unless otherwise agreed. Other contractual terms do not become part of the contract, even if Licent GmbH does not expressly object to them.

§ 2 Offer and Conclusion, Consulting and Service Contracts

(1) Pre-contractual communications, in particular offers, descriptions and cost estimates, are non-binding, unless the offer is designated in writing as binding. Technical changes due to technical progress or development remain reserved within the scope of what is reasonable. A legal obligation only arises through a contract signed by both parties or a written order confirmation by Licent GmbH, and also by Licent GmbH commencing performance in accordance with the contract. Licent GmbH may require written confirmations of verbal contractual declarations by the customer.

(2) For deliveries and services of a different kind (e.g. service contracts, consulting for the setup and installation of the software), these GTC apply in the absence of an individual agreement. The parties simultaneously conclude a service and/or software maintenance contract.

§ 3 Subject of the Contract, Scope of Services

(1) The subject of these contractual terms is consulting and the granting of usage rights pursuant to § 4. The provisions on software maintenance pursuant to §§ 19 to 24 of these terms are mandatorily part of the subject of the contract, as well as, by agreement, consulting services pursuant to § 18 of these terms.

(2) The customer has verified before conclusion of the contract that the scope of services corresponds to its specifications.

(3) The individual contractual agreements, in particular the order confirmation by Licent GmbH or the offer by Licent GmbH, are decisive for the scope, type and quality of the deliveries and services. Other statements or requirements only become part of the contract if the contracting parties agree to this in writing or Licent GmbH has confirmed them in writing. Subsequent changes to the scope of services require a written agreement or written confirmation by Licent GmbH. Licent GmbH does not owe any quality of the software beyond this. The customer cannot derive such an obligation, in particular, from other representations of the software in public statements or in advertising by Licent GmbH or its employees or sales partners, unless Licent GmbH has expressly confirmed the additional quality in writing.

(4) Product descriptions, presentations and test programs are service descriptions, but not guarantees. A guarantee requires a written declaration by the management of Licent GmbH.

(5) The delivery technique of the software depends on the agreements; in the absence of another agreement, programs are delivered on CD-ROM. The customer has no claim to the provision of the source program.

(6) Licent GmbH performs all deliveries and services in accordance with the state of the art and the principles of economic efficiency.

(7) If, according to the service description, "IT infrastructure" or "software" is part of the scope of services, it remains the property of Licent GmbH.

(8) Licent GmbH is entitled to have the services performed by third parties as subcontractors. Licent GmbH is liable for the performance of subcontractors as for its own actions.

§ 4 Customer's Usage Rights to the Software

(1) The software is legally protected. Copyright, patent rights, trademark rights and all other ancillary rights to the software, as well as to other objects that Licent GmbH provides or makes accessible to the customer in the course of contract initiation and performance, belong exclusively to Licent GmbH in the relationship between the contracting parties. Insofar as the rights belong to third parties, Licent GmbH holds corresponding exploitation rights.

(2) The customer is only entitled to process its own data with the program, itself, in its own business, for its own purposes. All data processing devices (e.g. hard disks and central processing units) onto which the programs are copied or transferred in whole or in part, temporarily or permanently, must be located on the customer's premises and be in its direct possession. The customer receives the usage authorisation for the number of users (so-called "clients") specified in the scope of services. Further contractual usage rules must be technically set up and practically observed. Licent GmbH hereby grants the customer the powers necessary for this use as a simple, temporally unlimited, non-exclusive right of use, including the right to remedy defects. § 13 (commencement and end) applies to the duration of the right of use.

(3) The customer may create the backup copies of the programs required for secure operation. The backup copies must, insofar as technically possible, bear the copyright notice of the original data carrier and be kept securely. Copyright notices may not be deleted, altered or suppressed. Copies that are no longer required must be deleted or destroyed.

(4) Multiple use is permitted; when changing hardware, the software must be deleted from the previously used hardware. Within the network or other multi-user system, the software may only be used in accordance with the number of acquired usage rights.

(5) The customer is only entitled to pass on the software or parts thereof to a third party in accordance with the following rules:

a) Only an original data carrier may be passed on. Other software or the software in a different version may not be passed on.

b) The customer deletes all other copies of the software (regardless of version), in particular on data carriers and in hard disk or main memory. It finally gives up use. It undertakes to carry out these processes before passing on the original data carrier to the third party and to have them confirmed in writing by Licent GmbH without delay.

c) The transfer to the third party is permanent, i.e. without a right of return or repurchase option.

d) The third party declares in writing to Licent GmbH that it will comply with § 4, § 13 paras. 2 and 3, § 14 and § 16 of these General Contractual Terms directly vis-à-vis Licent GmbH.

e) The written consent of Licent GmbH has been given. Licent GmbH is obliged to consent if no important reasons (e.g. protection against competition) stand in the way.

(6) The rules pursuant to paras. 2, 3 and 4 d, e also apply if the customer carries out a defect remedy or (insofar as permissible) any other processing of the programs or uses the software for training purposes.

(7) The customer may only decompile the interface information of the programs within the limits of Section 69e of the German Copyright Act (UrhG) and only after it has informed Licent GmbH in writing of its intention and has requested the provision of the necessary information with a period of at least two weeks. § 14 applies to all knowledge and information that the customer obtains in the course of decompiling. Before involving any third parties, it shall provide Licent GmbH with a written declaration from the third party that the latter undertakes directly vis-à-vis Licent GmbH to comply with the rules set out in §§ 4 and 14.

(8) All other acts of exploitation, in particular rental, lending and distribution in physical or non-physical form, use of the software by and for third parties (e.g. outsourcing, data centre activities, application service providing) are not permitted without the prior written consent of Licent GmbH.

(9) The source code of the software is at no time part of the subject matter of the contract.

(10) If Licent GmbH provides the customer with supplements (e.g. patches, additions to the user manual) or a new edition of the subject matter of the contract (e.g. update, upgrade) within the scope of rectification or maintenance, which replaces previously provided contractual items ("old software"), these are subject to the provisions of this agreement. If Licent GmbH provides the customer with a new edition of the subject matter of the contract, the customer's rights under this contract with respect to the old software expire even without an express request for return by Licent GmbH as soon as the customer uses the new software productively. However, Licent GmbH grants the customer a three-month transition phase in which both versions of the contractual items may be used side by side.

(11) A license certificate issued by Licent GmbH merely constitutes a security feature to protect the software. No rights can be derived from possession of the certificate. The above provisions on the prohibition of reproduction and transfer apply.

(12) Granting of usage rights to software provided by Licent GmbH, unless otherwise regulated in the other contractual documents:

Server-based software:

a) The customer and the users set up by it receive the non-exclusive right, limited to the period of use or contract term, to access the software functionalities via the internet or other telecommunication connection. The customer does not receive any rights beyond this.

b) The customer is not entitled to use the software beyond the use permitted under this contract or to allow third parties to use it or to make it accessible to third parties. In particular, the customer is not permitted to reproduce or sell the software or parts thereof.

c) The customer must also pay the prices incurred by the users set up and thus authorised by it. The same applies in the event of unauthorised use by other third parties, if and insofar as the customer is responsible for this use.

Client-based software:

a) The customer and the users set up by it receive the non-exclusive right, limited to the contract term, to use the software client on their computer, unless unlimited use of the client software is agreed. In the case of use limited to the contract term, the customer is obliged to delete the client after termination of the contract.

b) In the event of an unauthorised transfer of use to third parties, the customer must, upon request, immediately provide Licent GmbH with all information necessary to assert claims against the third party concerned, in particular their name and address.

§ 5 Performance Time, Delays, Place of Performance

(1) Information on delivery and performance dates is non-binding, unless designated in writing as binding by Licent GmbH. Licent GmbH may render partial services insofar as the delivered parts are usefully usable for the customer.

(2) Delivery and performance periods are extended by the period during which the customer is in default of payment under the contract, and by the period during which Licent GmbH is prevented from delivery or performance by circumstances for which it is not responsible, and by a reasonable start-up time after the end of the impediment. These circumstances also include force majeure and industrial action. Periods are also deemed extended by the period during which the customer fails to render a cooperation service in breach of contract, e.g. fails to provide information, fails to create access, fails to deliver a provision or fails to make employees available.

(3) If the contracting parties subsequently agree on other or additional services that affect agreed deadlines, these deadlines are extended by a reasonable period.

(4) Reminders and deadlines set by the customer require written form to be effective. A grace period must be reasonable. A period of less than two weeks is only reasonable in cases of particular urgency.

(5) The place of performance is the registered office of Licent GmbH.

§ 6 Contractual Commitment and Termination of Contract

(1) Any termination of the further exchange of services (e.g. in the event of withdrawal, reduction, termination for good cause, damages in lieu of performance) must always be threatened stating the reason and setting a deadline for remedy of at least two weeks, and may only be declared within two weeks after expiry of the deadline. In the cases prescribed by law (cf. Section 323 (2) BGB), the setting of a deadline may be dispensed with. Whoever is wholly or predominantly responsible for the disruption cannot demand reversal.

(2) Licent GmbH may revoke the rights under § 4 for good cause under the above conditions of § 6 para. 1. Good cause exists in particular if the customer does not pay the remuneration or violates § 4 in a significant manner.

(3) All declarations in this context require written form to be effective.

§ 7 Prices and Payment Terms

(1) The prices result from the offer and apply plus statutory VAT; this is shown separately.

(2) In the case of binding price agreements, Licent GmbH may, if services are only rendered more than four months after conclusion of the contract, make price changes if changes in cost factors directly or indirectly increase the cost of the delivery or service. If the agreed price increases by more than 10%, the customer may withdraw from or terminate the contract. This does not apply to promised fixed prices.

(3) Unless otherwise agreed, the amount payable is due for payment without deduction within three days of the invoice date. Otherwise, the statutory rules on default of payment apply.

(4) Partial payments may be demanded for partial services.

(5) If the customer withdraws from the contract without Licent GmbH having given it cause to do so, or if Licent GmbH declares withdrawal or termination of the contract for reasons for which the customer is responsible, the customer undertakes to compensate the costs already incurred and the lost profit with a lump sum of 30% of the price.

(6) If the customer breaches its payment obligation despite a reminder, Licent GmbH is entitled to block the services at the customer's expense. In this case, the customer remains obliged to pay the monthly fees. Licent GmbH reserves the right to assert further claims for default of payment.

§ 8 Obligations of the Customer

(1) The customer is responsible for providing the information of a data processing and project organisational nature necessary for the provision of services (hardware and operating systems, standard software used, organisational plans).

(2) Licent GmbH has the right to verify, or have verified, the number and type of users / clients of the software at reasonable intervals by suitable measures. For this purpose, the customer grants Licent GmbH or its agents free access to the hardware and software used by the customer after prior consultation with the responsible contact person or their representative. A contact person / representative of the customer must always be known.

(3) The customer is obliged to have all deliveries and services of Licent GmbH examined by a competent employee without delay from delivery or from being made accessible, in accordance with the commercial law provisions (Section 377 HGB), and to give written notice of identified defects with a precise description of the fault. The customer thoroughly tests each module for usability in the specific situation before commencing productive use. This also applies to programs that the customer receives under warranty and a maintenance contract.

(4) The customer takes appropriate precautions in the event that the program does not work properly in whole or in part (e.g. through data backup, fault diagnosis, regular checking of results, contingency planning). It is the customer's responsibility to ensure the working environment of the program, in particular to avoid improper installation and update processes.

(5) The customer must back up its data daily in a suitable form so that it can be restored with reasonable effort, unless Licent GmbH has contractually committed itself to data backup.

(6) Licent GmbH and its vicarious agents shall be indemnified against all third-party claims based on unlawful use of Licent GmbH's contractual services and the services associated therewith by the customer or occurring with its approval. If the customer recognises or must recognise that such a violation is imminent, there is an obligation to inform Licent GmbH immediately.

(7) In the event of processing of personal data on behalf of the customer (commissioned data processing), the customer is responsible for concluding the corresponding agreement with Licent GmbH. Licent GmbH enables the customer to conclude a commissioned data processing agreement with Licent GmbH. If special categories of personal data within the meaning of Art. 9 of the General Data Protection Regulation are to be processed by Licent GmbH, the customer must inform Licent GmbH thereof immediately in writing.

(8) Further cooperation services of the customer may result from the respective service description.

(9) If and as long as the customer or one of the users does not fulfil its cooperation obligations, does not fulfil them properly or in good time, and the performance of Licent GmbH is thereby impaired, Licent GmbH is released from the obligation to render the affected services, in particular compliance with affected service levels, as well as from dates and milestones agreed as binding. Licent GmbH will nevertheless endeavour to render the affected services in accordance with the contract. Agreed periods, dates and milestones are suspended and, upon subsequent fulfilment of the cooperation obligation, extended or postponed by a reasonable period. Non-fulfilment in this respect will not be regarded by the customer as a breach of this agreement and does not entitle the customer to terminate this contract. The customer must reimburse Licent GmbH for all costs, damages and additional fees arising from the non-fulfilment, improper or untimely fulfilment of cooperation obligations.

§ 9 Material Defects

(1) The software has the agreed quality and is suitable for the contractually stipulated use or, in the absence of an agreement, for ordinary use. It meets the criterion of practical suitability and has the quality customary for software of this type; however, it is not free of errors. An impairment of the program's functionality resulting from hardware defects, environmental conditions, incorrect operation or similar is not a defect. An insignificant reduction in quality is disregarded.

(2) In the event of material defects, Licent GmbH may initially render subsequent performance. Subsequent performance takes place, at Licent GmbH's option, by remedying the defect, by delivering software that does not have the defect, or by Licent GmbH demonstrating ways to avoid the effects of the defect. At least two rectification attempts must be accepted for a defect. An equivalent new program version or the equivalent previous program version that did not contain the error must be accepted by the customer if this is reasonable for it. Licent GmbH is entitled to make subsequent performance conditional on the customer having paid at least a reasonable part of the remuneration.

(3) The customer will support Licent GmbH in fault analysis and defect remedy, in particular by specifically describing problems that occur, informing Licent GmbH comprehensively and granting it the time and opportunity required for defect remedy. Licent GmbH may carry out the defect remedy, at its option, on site or on its business premises. Licent GmbH may also render services by remote maintenance. The customer must provide the necessary technical prerequisites at its own expense and grant Licent GmbH access to its IT system after appropriate prior notice.

(4) Licent GmbH may demand additional costs resulting from the software having been modified, used outside the specified environment or operated incorrectly. It may demand reimbursement of expenses if no defect is found. The burden of proof lies with the customer. Section 254 BGB applies accordingly.

(5) If Licent GmbH finally refuses subsequent performance, or if it finally fails or is unreasonable for the customer, the customer may, in accordance with the rules of § 6 Termination of Contract, either withdraw from the contract or reduce the remuneration appropriately, and additionally demand damages or reimbursement of expenses pursuant to § 11. The claims become time-barred pursuant to § 12.

§ 10 Defects of Title

Licent GmbH warrants that no third-party rights conflict with the contractual use of the software by the customer. In the event of defects of title, Licent GmbH provides warranty by, at its option, providing the customer with a legally unobjectionable possibility of use of the software or of equivalent software.

§ 11 Liability

(1) Licent GmbH pays damages or compensation for futile expenses, irrespective of the legal grounds (e.g. from legal transactions and quasi-legal obligations, material defects and defects of title, breach of duty and tort), only to the following extent:

a) Liability in the event of intent and under guarantee is unlimited.

b) In the event of gross negligence, Licent GmbH is liable in the amount of the typical damage foreseeable at the time of conclusion of the contract.

c) In the event of a not grossly negligent breach of a duty so essential that the achievement of the purpose of the contract is jeopardised (cardinal duty; in particular default), Licent GmbH is liable in the amount of the typical damage foreseeable at the time of conclusion of the contract, but at most with 15% of the order value per case of damage and EUR 250,000 for all cases of damage under the contract in total.

(2) Licent GmbH remains entitled to plead contributory negligence. The customer has in particular the duty to back up data and to protect against viruses in accordance with the current state of the art.

(3) In the event of injury to life, body and health and for claims under the Product Liability Act, only the statutory provisions apply.

§ 12 Limitation Period

(1) The limitation period is

a) for claims for repayment of the purchase price arising from withdrawal or reduction, one year from delivery of the software, but for properly notified defects not less than three months from submission of the effective declaration of withdrawal or reduction;

b) for other claims arising from material defects, one year;

c) for claims arising from defects of title, two years, if the defect of title does not lie in a right in rem of a third party on the basis of which the third party can demand the return of the items specified in § 3 para. 5;

d) for other claims for damages or reimbursement of futile expenses, two years, beginning from the point in time at which the customer became aware of the circumstances giving rise to the claim or should have become aware without gross negligence. The limitation period occurs at the latest upon expiry of the maximum periods specified in Section 199 BGB.

(2) For damages and reimbursement of expenses arising from intent, gross negligence, guarantee, fraudulent intent and in the cases specified in § 11 para. 3, however, the statutory limitation periods always apply.

§ 13 Retention of Title

(1) Ownership of delivered items and the rights under § 4 only pass to the customer upon full payment of the contractual remuneration. Before that, the customer only has a provisional right of use, merely under the law of obligations and revocable pursuant to para. 2.

(2) If the rights under § 4 do not arise or if they end, Licent GmbH may demand from the customer the return of the items provided or the written assurance that they have been destroyed, as well as the deletion or destruction of all copies and the written assurance that this has been done.

§ 14 Confidentiality and Data Protection

(1) The contracting parties will maintain secrecy about all information to be treated confidentially that has come to their knowledge in the course of this contractual relationship, or will only use it vis-à-vis third parties – for whatever purpose – with the prior written consent of the respective other party. Information to be treated as confidential includes information expressly designated as confidential by the party providing the information and such information whose confidentiality clearly results from the circumstances of its provision. Licent GmbH must treat in particular the application data as confidential, should it obtain knowledge thereof.

(2) The obligations under para. 1 do not apply to such information or parts thereof for which the receiving party proves that it was known to it or generally accessible before the date of receipt; was known to the public or generally accessible before the date of receipt; became known to the public or generally accessible after the date of receipt without the party receiving the information being responsible for this.

(3) Public statements by the parties about cooperation are only made by prior mutual agreement.

(4) The obligations under para. 2 also continue beyond the end of the contract for an indefinite period, namely as long as an exceptional circumstance under para. 2 is not proven.

(5) Licent GmbH does not acquire any rights to the data stored by the customer in the course of using the services (in particular personal data of third parties). However, Licent GmbH is entitled to use this data exclusively on the instructions of the customer in accordance with the following provisions and within the scope of this contract. In the event of commissioned processing of personal data, Licent GmbH will collect, process, use or access personal data exclusively within the scope of the agreement made and in accordance with the customer's instructions. In the case of commissioned data processing, the "Supplementary Terms for Commissioned Processing" apply.

(6) In the case of commissioned processing, the customer is generally responsible for compliance with the provisions of the General Data Protection Regulation (GDPR) with regard to personal data.

(7) The customer remains the "master of the data" both in the sense of contract law and data protection law. Whether and to what extent third parties enter data or access such data remains solely at the customer's discretion. Insofar as the customer permits third parties to use personal data, the customer will ensure appropriate organisation of authorisation management, password allocation, etc.

(8) The customer is generally not entitled to demand access to the premises in Licent GmbH's data centre in which the services used by it are technically operated. This does not affect the customer's access rights, after written registration, to verify compliance with the requirements of the General Data Protection Regulation and Licent GmbH's otherwise legally and contractually compliant handling of personal data in the course of operating the services under this contract.

(9) Licent GmbH ensures the technical and organisational security precautions and measures pursuant to Art. 32 of the General Data Protection Regulation.

§ 15 Customer's Declaration of Consent to Data Processing

By entering personal information in so-called contact forms, Licent GmbH receives, in addition to other personal data, the customer's email address and telephone number. This data is used exclusively for processing the contractual relationship and, in the case of commercial customers, only for advertising measures by telephone or email for its own products. The customer may object to future advertising measures at any time. Data is not passed on to third parties!

§ 16 Commissioned Data Processing

(1) The parties will observe the applicable data protection provisions, in particular those valid in Germany, and will oblige their employees deployed in connection with the contract and its performance to observe data secrecy pursuant to Section 5 BDSG, insofar as these are not already generally obliged accordingly.

(2) If commissioned processing takes place, a commissioned data processing agreement will be concluded in addition to these contractual terms.

§ 17 Contractual Penalty

In the event that the customer permits an unauthorised third party to use the services of Licent GmbH, stores data for purposes other than those in accordance with the contract pursuant to § 4, or violates the provision on commissioned data processing pursuant to § 16 or provisions on confidentiality (§ 14), it is obliged to pay a contractual penalty of twice the agreed remuneration of this contract. If the use of the service was improperly permitted to several unauthorised third parties, the contractual penalty multiplies according to the number of users. The customer is entitled at any time to prove that a lesser damage has occurred.

A. Supplementary Terms for Consulting Services

§ 18 Consulting Services

(1) For consulting services specified in the offer, Licent GmbH provides a qualified employee. The selection of the employees who render the service remains reserved to Licent GmbH.

(2) The services are rendered at the client's premises to the extent necessary for proper completion, otherwise at Licent GmbH.

(3) Unless otherwise agreed in the individual contract, Licent GmbH renders its consulting services during its usual business hours, currently Monday to Friday from 08:30 to 17:00.

(4) Employees of Licent GmbH on site are not subject to the client's instructions; only the house rules apply.

(5) Consulting services are billed according to daily rates based on an eight-hour day in accordance with the underlying consulting offer. For services on Saturdays, Sundays or public holidays, a surcharge of 100% on the daily rate is levied. Use of a motor vehicle by employees of Licent GmbH is charged at EUR 0.50 per kilometre driven. Accommodation costs and expenses are invoiced according to actual incurrence; expenses are limited to the maximum rates under tax law.

B. Supplementary Terms for Software Maintenance (Support)

§ 19 Contractual Unity

The software maintenance contract forms a unit together with the contracts for the software purchase. The software maintenance contract regulates services beyond the contractual warranty within the software purchase.

§ 20 Definitions within the Software Maintenance Contract

Software means all components of the "Licent GmbH Management Suite" acquired by the customer. A major release is defined by the version number before the dot. For release 7.6, the major release is 7. A major release takes place in the event of extensive changes compared to the previous version. A minor release is defined by the major release and the version number immediately following the dot. For release 7.6, the minor release is 7.6. A minor release takes place in the event of changes to functionality or appearance that do not yet justify a major release. An incident is a problem occurring in connection with the use of the software that can no longer be broken down into sub-problems. Call: Each incident that Licent GmbH records during a telephone call or email from the customer counts as one call. Several calls may also be recorded during one telephone call. Final notification: A final notification is the notification of a proposal for solving an incident or the notification of the unsolvability of an incident to the customer. Response time is the time Licent GmbH requires to notify that an incident has been registered and to name an employee responsible for processing the incident. Processing time is the time between the registration of the incident and the final notification by Licent GmbH. Acceptance times are the times during which calls are accepted by Licent GmbH. The acceptance times are on working days between 8:30 and 17:00. Central European Time (GMT + 01:00) and Bavarian public holidays apply.

§ 21 Support Services

(1) In addition to the warranty, Licent GmbH will support the customer in using the software in the current and previous major release through telephone support services so that the customer can use the software more effectively. The telephone support services are rendered as follows: Level 1: In the event of a call, the incident is recorded at Licent GmbH. Licent GmbH will then compare the incident with the internal support database within the response time. Insofar as the incident can be solved from the internal support database, Licent GmbH is obliged to inform the customer accordingly within the processing time. The incident is thereby deemed closed. Level 2: If the incident cannot be solved from the internal support database, Licent GmbH will attempt to reproduce the incident based on the customer's information. The customer will then receive a final notification within the processing time. The incident is thereby deemed closed.

(2) Further support services, in particular on-site service at the customer's premises, are not the subject of telephone support and therefore require a separate written agreement. This applies in particular to incidents that are not connected with the use of the software or are caused by third-party modules.

(3) Licent GmbH's response time should generally be two working days, the processing time should generally be five working days. No assurance is associated with this, nor is success promised with regard to the solution of an incident.

(4) Licent GmbH may communicate incidents in German or English.

(5) Licent GmbH is entitled to change the employee responsible for processing the incident at any time.

(6) Software updates: During the contract term, Licent GmbH provides the customer with all minor releases and, within the scope of maintenance, also major releases of the software acquired for a fee, free of charge via download in the forum. Licent GmbH is not obliged to publish minor or major releases in specific cycles. The determination of whether a release change is a major or a minor release lies with Licent GmbH.

§ 22 Cooperation Obligations for Software Maintenance

(1) For the provision of support by Licent GmbH, the customer must name all employees by name in the annex who are entitled to open calls with Licent GmbH.

(2) The customer is itself responsible for the installation of software updates. Liability of Licent GmbH for the purpose of asserting damages can therefore not arise.

(3) The customer is obliged to adopt a new software version if the contractual scope of functions is retained and the adoption does not lead to significant disadvantages.

(4) The customer should, if necessary, provide a means of remote access by Licent GmbH. Otherwise, it cannot be guaranteed that an incident can be processed by telephone.

(5) Licent GmbH may require that the responsible person provides evidence of training in the use of the maintained programs. Defect reports may only be made by the responsible person or, in their absence, by their representative. It may further be required that, in the case of defect reports, the symptoms that have occurred, the program and the system and hardware environment are observed in detail and (using forms provided by Licent GmbH) a defect is reported to Licent GmbH, stating information useful for remedying the defect, for example the number of affected users, a description of the system and hardware environment and, if applicable, simultaneously loaded third-party software, and documents. Likewise, Licent GmbH may require that identified malfunctions be made available in reproducible form on a suitable data carrier.

§ 23 Term and Termination

(1) The customer acquires the right to the support services during the contract term. The contractual relationship begins upon signature and ends with the contractually agreed term, alternatively after one year. It is automatically extended by a further year unless it is terminated in writing at the latest three months before expiry.

(2) Licent GmbH reserves the right to refuse a contract extension. Reasons for this do not have to be given.

§ 24 Remuneration and Due Date, Limitation Period

(1) The total price of the support services is calculated from the offered conditions of the currently valid price list of the acquired licenses plus the respectively applicable statutory VAT. A discount granted on the purchase price of the licenses does not affect the price of the support services.

(2) The remuneration is payable in advance after conclusion of the contract. In the event of an extension, the remuneration is payable in advance at the beginning of the respective extension period.

(3) If further licenses of the Licent GmbH Management Suite are acquired by the customer during the contract term, the price for the maintenance contract increases in accordance with the purchase price of the new licenses and the remaining term pro rata temporis. The remuneration becomes due upon purchase of the additional licenses.

(4) The warranty period for updates or releases is 12 months from acceptance.

C. Training Conditions

§ 25 General

Registrations must be addressed to Licent GmbH by email, letter or fax. Your registration is deemed accepted if Licent GmbH does not declare rejection within 14 days. Irrespective of this, you will receive a registration confirmation. With the registration confirmation, Licent GmbH will send you all further information and any accompanying working documents that are important for you in the context of the training. Licent GmbH assumes no liability for working documents of third parties.

§ 26 Seminar Fee and Due Date

The seminar fee is due 14 days before the start of the seminar. For short-notice seminar registrations, i.e. registrations made less than 14 days before the start of the seminar, the seminar fee is due on the day of the event.

§ 27 Withdrawal / Cancellation Fees

Registration for a training course on a specific date is binding. Should participants registered by you be unable to attend, substitute participants from your company may take part in the training. The cancellation declaration requires text form. Any cancellations must be communicated to Licent GmbH in writing. Depending on the time of withdrawal, the following cancellation fees are due on the participation fee:

None – for withdrawal at least 8 weeks before the date
50% – for withdrawal less than 8 weeks before the date
80% – for withdrawal less than 4 weeks before the date
100% – for withdrawal less than 2 weeks before the date

Non-cancellable travel costs will be invoiced in full upon cancellation. If you neither cancel in time nor name a paying substitute participant, we must insist on payment of the full seminar fee. Individual training courses may be cancelled if the number of participants is too low or for other important reasons, e.g. absence of the lecturer. In these cases, the participant fee will be refunded. Further claims are excluded, except in cases of intentional or grossly negligent conduct by employees or other vicarious agents of Licent GmbH.

§ 28 Catering

Drinks and snacks are available to you throughout the entire training. Please understand that, for the protection of non-smokers, smoking is only permitted outside the building.

§ 29 Certificates of Attendance

You will receive a certificate of attendance for participating in the training.

§ 30 Course of Training

We take care to ensure an undisturbed course of training and guarantee participants trouble-free participation in the training. In this respect, we ask you, among other things, to keep your mobile phones switched off during training hours.

§ 31 Working Documents, Liability and Copyright

Licent GmbH is not liable for the contents of the seminar presentations or the accompanying working documents, unless there is intentional or grossly negligent fault on our part or on the part of a vicarious agent. The working documents issued are protected by copyright and may not be reproduced – even in part – without the consent of Licent GmbH.

§ 32 Data Protection

Data transmitted to us is stored in the IT system. In addition, your address will be made accessible to the other seminar participants via the list of participants.

D. Final Provisions

§ 33 Amendment of the Contractual Terms

Unless already regulated otherwise with priority, Licent GmbH is entitled to amend or supplement these contractual terms as follows: The contractor will announce the amendments or supplements to the client in text form at the latest six weeks before they take effect. If the client does not agree with the amendments or supplements to the contractual terms, it may object to the amendments within a period of one week as of the intended effective date of the amendments or supplements. The objection requires text form. If the client does not object, the amendments or supplements to the contractual terms are deemed approved by it. Together with the notification of the amendments or supplements to the contractual terms, the contractor will specifically draw the client's attention to the intended significance of its conduct.

§ 34 Final Provisions

(1) The assignment of claims is only permissible with the prior written consent of the other contracting party. Consent may not be unreasonably withheld. The provision of Section 354a HGB remains unaffected.

(2) A right of retention may only be asserted for counterclaims arising from the respective contractual relationship.

(3) The contracting parties may only offset claims that have been legally established, are undisputed or have been acknowledged by us. The assignment of claims against Licent GmbH is excluded.

(4) All amendments, supplements and terminations of contractual agreements require written form, as does the waiver of the written form requirement, unless this contract provides for text form.

(5) The law of the Federal Republic of Germany applies. The provisions of the UN Convention on Contracts for the International Sale of Goods do not apply.

(6) The exclusive place of jurisdiction for all contractual disputes is the registered office of the company in Augsburg. Unless otherwise stated in the order confirmation, our registered office is the place of performance.

(7) If individual provisions above are or become invalid in whole or in part, the validity of the remaining provisions remains unaffected. The wholly or partially invalid provision shall be replaced by a provision whose economic effect comes as close as possible to that of the invalid one.

As of: February 2020

This English translation is provided for convenience only. In the event of any discrepancies, only the German version of these General Terms and Conditions is legally binding.

General Terms and Conditions of Proxacom GmbH

Part I: General Provisions for Deliveries and Services

1. Scope of Application

1.1 The deliveries and services of Proxacom GmbH (hereinafter: Proxacom) are made exclusively on the basis of the following General Terms and Conditions.

1.2 They apply to all deliveries and services to companies and persons with whom we enter into a business relationship.

1.3 General terms and conditions of the customer do not apply even if the customer refers to them in connection with its order and Proxacom does not object to them.

1.4 Commitments, ancillary agreements as well as amendments and supplements to the General Terms and Conditions require written form.

2. Deliveries and Services

2.1 Offers by Proxacom are subject to change and non-binding. Orders are binding for the customer for a period of 2 weeks. A contract is only concluded upon Proxacom's order confirmation sent in writing, by fax or by email, at the latest upon acceptance of the delivery by the customer or performance of the service.

2.2 The content and scope of the deliveries and services owed by Proxacom result from Proxacom's order confirmation.

2.3 Reasonable partial deliveries are permissible and may be invoiced separately.

2.4 Proxacom reserves the right to make technical product changes, in particular in the course of further developments, provided the agreed performance data is achieved. Reasonable changes in form and colour are also reasonable and acceptable.

2.5 Delivery and performance dates are non-binding. In any case, Proxacom is only in default if the delay is culpably caused by Proxacom, the service is due and the customer has unsuccessfully set Proxacom a reasonable, written grace period (at least 14 days).

2.6 Delivery and performance dates are extended appropriately for Proxacom in the event of disruptions due to force majeure and other impediments for which Proxacom is not responsible, such as disruptions in self-supply by suppliers, strikes, lockouts or other operational disruptions.

2.7 Proxacom reserves the right to withdraw from the contract if the delivery and performance delay caused by such events lasts longer than six weeks.

2.8 In the event of slight negligence, a claim by the customer for damages due to delay in delivery and performance is excluded. Unless the delay in delivery and performance is based on an intentional breach of contract for which Proxacom is responsible, liability is limited to the foreseeable, typically occurring damage, but at most in the amount of 3% of the delivery value affected by the delay. We are liable in accordance with the statutory provisions in the event of a delay in delivery due to an intentional or grossly negligent breach of contract for which we are responsible.

2.9 The customer ensures the timely and proper acceptance of the service. Should this not occur, liability of Proxacom is excluded to this extent. The customer will support Proxacom to the best of its ability free of charge in the performance of the agreed services and will, unprompted, communicate all information and documents that are relevant for this. If the customer breaches its cooperation obligations, Proxacom is not obliged to perform. In this case, we reserve the right to demand damages. Furthermore, the risk of accidental loss or accidental deterioration of the purchased item passes to the buyer at the point in time at which the buyer is in default of acceptance.

2.10 Products free of defects are excluded from return.

3. Prices and Payment Terms

3.1 The prices stated in Proxacom's order confirmation are decisive.

3.2 The prices are exclusive of statutory VAT, ex Proxacom's delivery warehouse. Standard commercial packaging of the delivered products is included in the prices. Other ancillary services or costs, in particular freight, tolls, environmental and handling charges, will be invoiced to the customer separately in accordance with the current provisions, available at www.proxacom.com.

3.3 Proxacom reserves the right to increase the price appropriately if cost increases occur after conclusion of the contract – in particular as a result of price increases by suppliers or exchange rate fluctuations. Proxacom will provide the customer with evidence of these on request.

3.4 If a credit limit has been granted and no deviating payment agreements have been made, payments are due 10 days after the invoice date without any deduction. Invoicing takes place with delivery. If the customer exceeds the granted payment periods, interest in the amount of 8% p.a. above the currently applicable base interest rate of the European Central Bank is owed on the purchase price without further reminder from the due date. The right to assert further damages remains unaffected.

3.5 Notwithstanding provisions of the customer to the contrary, Proxacom is entitled to first offset payments against the customer's older debts. If costs and interest have already been incurred due to default, Proxacom is entitled to offset the payment first against the costs, then against the interest and finally against the principal services.

3.6 The customer may only offset undisputed or legally established claims. The customer may only exercise a right of retention for counterclaims based on the same contractual relationship.

3.7 If the payment terms are deviated from without justifiable reason, Proxacom may at any time demand, at its option, advance payment or security. All outstanding claims, including those for which payment by instalments has been agreed, become due for immediate payment.

3.8 A payment term granted to the customer presupposes a sufficiently available credit limit for each individual order. If the order exceeds the available credit limit, Proxacom reserves the right to demand the remaining order value as advance payment. In the event of a subsequent change in creditworthiness, Proxacom is entitled to deviate from the granted payment terms, to demand advance payment or security and, in the event of non-fulfilment, to withdraw from the contract.

4. Dispatch, Inspection and Transfer of Risk

4.1 Dispatch takes place from our warehouse for the account and at the risk of the customer, unless otherwise stated in the order confirmation. The transfer of risk is not affected even in the case of free-of-charge delivery.

4.2 At the customer's request and expense, transport insurance can be taken out for the purchased item.

4.3 The customer must inspect the goods immediately after receipt for completeness, conformity with the delivery documents and defects. If a written complaint is not made within four days of the delivery note date, the goods are deemed to have been properly and completely delivered, unless the defect was not recognisable during the inspection.

4.4 The risk of damage to or loss of the purchased item passes from Proxacom to the customer upon handover to the transport company.

4.5 If the delivered goods show recognisable damage or shortfalls, the customer must note these in writing on the transport company's receipt upon delivery. The note must identify the damage or shortfall sufficiently clearly (notification of damage pursuant to Section 438 HGB).

5. Warranty

5.1 In principle, only the manufacturer's product description is deemed agreed as the quality of the purchased item.

5.2 Proxacom warrants that the contract products are not affected by material defects and are suitable for the use presupposed under the contract or are suitable for ordinary use. The partners are aware that, according to the state of the art, it is not possible to exclude software errors under all application conditions.

5.3 Proxacom assumes no warranty that the functions of software meet the customer's requirements and that the contract products work together in the selection made by the customer. Installation/configuration services are generally not owed by Proxacom, unless otherwise agreed in writing. Consulting services by Proxacom are provided free of charge and without obligation. No liability, in particular for the functionality of the individual products with/among each other, is thereby established.

5.4 Claims for material defects do not exist in the case of only insignificant deviation from the agreed quality, in the case of only insignificant impairment of usability, or if the product is modified, improperly installed, maintained, repaired, used by the customer or third parties or exposed to environmental conditions that do not comply with the manufacturers' installation requirements, unless the customer proves that these circumstances are not the cause of the defect complained of.

5.5 A warranty claim lapses if the serial number, type designation or similar markings are removed or made illegible.

5.6 Liability for material defects only exists if the cause of the material defect already existed at the time of transfer of risk. Proxacom assumes no warranty for advertising statements of the manufacturer.

5.7 If a material defect exists, rectification or replacement delivery takes place first, at Proxacom's option. Replaced parts become the property of Proxacom. If Proxacom is unable to rectify or replace, if this involves disproportionate costs or if Proxacom does not remedy defects within a reasonable grace period set in writing, the customer is entitled to a reduction of the purchase price or to withdraw from the purchase contract. If Proxacom delivers a replacement product for the purpose of subsequent performance, the customer must return the defective product and pay compensation for the benefits of use. In the event of withdrawal, the customer will be credited an amount resulting from the purchase price less the monetary benefits of use. For the determination of the benefits of use, the ratio of the use of the item by the buyer to the expected total service life is taken as a basis.

5.8 All ancillary costs associated with rectification or replacement delivery (e.g. transport costs, packaging costs) are borne by the customer, unless they are disproportionate to the order value.

5.9 The warranty provisions of the above clauses 5.1 to 5.7 apply accordingly to the performance of work services. In particular, insofar as the agreed work does not have the contractual functions or characteristic performance features, Proxacom will, at its own option, remedy the defect or render a new service. If subsequent performance fails, the customer has no claim to a reduction of the remuneration or reimbursement of expenses after remedying the defect itself. In the case of insignificant defects, withdrawal from the contract and a claim for reimbursement of expenses after remedying the defect by the customer itself are excluded.

5.10 Unless a deviating individual arrangement is made, claims for material defects become time-barred after 12 months. The limitation period begins with delivery/acceptance. Insofar as the goods are the subject of a consumer goods purchase, the customer's rights under Sections 478, 479 BGB remain unaffected. In case of doubt, the customer must prove to Proxacom that a consumer goods purchase existed. Claims for material defects are only transferable with Proxacom's consent. Proxacom passes on guarantee and warranty commitments of the manufacturers. Proxacom does not provide any warranty beyond the manufacturer's warranty.

5.11 If liability for material defects on the part of Proxacom is not established, in particular because the goods were not purchased from Proxacom, because claims for material defects are already time-barred or because there is no material defect, Proxacom is entitled to return the goods at the customer's expense and risk and to demand a flat fee of 60 euros for processing and inspection. The customer remains free to prove a lower expense. Repairs outside the liability for material defects are subject to a charge. A cost estimate must be remunerated by the customer.

5.12 The exact procedure for claiming liability for material defects and chargeable repairs results from the current RMA provisions, available at www.proxacom.com.

5.13 All further or other claims of the customer than those provided for in these provisions, irrespective of the legal grounds, are excluded, unless otherwise stated in these provisions. The statutory provisions on the purchase of consumer goods remain unaffected.

6. Industrial Property Rights / Copyrights

6.1 The customer is not authorised to modify software, to copy it (with the exception of a backup copy), to adapt it for use on incompatible hardware or to process it in any other way.

6.2 Rental contracts for software require the prior written consent of Proxacom. Leasing contracts for software may only be concluded within the framework of the respective manufacturer's conditions or in compliance with the statutory provisions.

6.3 With regard to its use, all software is subject to the respective license terms of the manufacturer. The customer undertakes to comply with these license terms and will oblige its buyers accordingly. It must report any breach of contract by a buyer to Proxacom without delay.

6.4 The customer may neither remove, alter, cover nor otherwise render unrecognisable notices on the contract products regarding copyright, trademark or other property rights. The customer is only entitled to translate supplied documentation material for commercial purposes with Proxacom's prior consent.

6.5 Proxacom assumes no liability that the contract products do not infringe industrial property rights or copyrights of third parties. The customer must inform Proxacom without delay of all claims raised against it for this reason.

6.6 Insofar as the delivered products were manufactured according to designs or instructions of the customer, the customer must indemnify Proxacom against all claims asserted by third parties due to the infringement of industrial property rights and copyrights. Any litigation costs must be reasonably advanced.

7. Limitation of Liability

7.1 Unless otherwise stated in the following provisions, further claims of the customer – irrespective of the legal grounds – are excluded. Proxacom is not liable for damage that has not occurred to the delivery item itself; in particular, Proxacom is not liable for the loss of data, lost profits or other financial losses of the customer.

7.2 This exemption from liability does not apply if the cause of the damage is based on intent or gross negligence by Proxacom or if Proxacom slightly negligently breaches essential contractual obligations. It does not apply if claims under the Product Liability Act or impossibility for which Proxacom is responsible are asserted, or for personal injuries that are based on a breach of duty and for which Proxacom, its legal representatives or vicarious agents are responsible.

7.3 Liability in accordance with clause 7.2 sentence 1 is, in the case of a grossly negligent breach of duty or a slightly negligent breach of essential contractual obligations, in any case limited to the foreseeable, typically occurring damage at the time of conclusion of the contract.

7.4 If Proxacom's liability is excluded or limited, this also applies to the personal liability of employees, workers, staff, representatives and vicarious agents.

7.5 In any case, the obligation to pay compensation for property damage for which Proxacom is responsible is limited to the coverage amount of the business and product liability insurance taken out by Proxacom. Proxacom will inform the customer of the corresponding coverage amount on request in individual cases.

7.6 Proxacom is not liable for the loss of data or its recovery if the damage would not have occurred with proper data backup in the customer's area. Proper data backup requires that the customer backs up its data daily in accordance with the state of the art, in particular makes backup copies in machine-readable form, so that this data can be restored with reasonable effort. Liability for data loss is in any case limited to the typical recovery effort that would have occurred with proper data backup.

8. Retention of Title

8.1 The delivered products remain the property of Proxacom until fulfilment of all – including future – claims arising from the contract and, beyond that, from the entire business relationship with the customer.

8.2 The customer is entitled to resell the goods subject to retention of title in the ordinary course of business under retention of title. The customer hereby assigns to Proxacom as security its future claims arising from the transfer of the goods subject to retention of title in the respective invoice value incl. VAT until full payment of all claims specified in clause 8.1. The customer is also authorised to collect the claim after the assignment. Proxacom's authority to collect the claim itself remains unaffected. However, Proxacom undertakes not to collect the claim as long as the customer meets its payment obligations, does not fall into default of payment and, in particular, no application for the opening of insolvency proceedings has been filed or suspension of payments exists. If this is the case, however, the customer is obliged, at Proxacom's request, to disclose the names and addresses of its buyers as well as the type and scope of its claims against them. All associated documents must be handed over to Proxacom; the buyers must be notified of the assignment.

8.3 Pledging or transfer by way of security of goods subject to retention of title is not permitted to the customer. In the event of access by third parties to the goods subject to retention of title or in the event of an application for the opening of insolvency proceedings over the customer's assets, the customer will point out Proxacom's ownership and notify Proxacom immediately in writing.

8.4 Any combination, mixing, processing or transformation of the goods subject to retention of title takes place exclusively for Proxacom. In this case, Proxacom acquires a co-ownership share in the finished goods or the new item corresponding to the ratio of the value of the goods subject to retention of title to the value of the finished goods or the new item.

8.5 In the event of conduct in breach of contract, in particular default of payment, including from other and future deliveries or services by Proxacom to the customer, or in the event of indications of a deterioration in financial circumstances, Proxacom is entitled to demand the return of the delivered goods subject to retention of title from the customer. The exercise of rights arising from the retention of title or a demand for return do not constitute withdrawal from the contract. Notwithstanding this, Proxacom reserves the right to assert claims for damages and to withdraw from the contract. All costs of taking back and realisation are borne by the customer. To enforce these rights, Proxacom may enter the customer's business premises and take possession of the goods subject to retention of title or demand the assignment of the customer's claims for return against its buyers.

8.6 The customer is obliged to treat the goods subject to retention of title with care; in particular, it is obliged to insure them adequately at replacement value at its own expense against fire, water and theft damage. Items delivered for test and demonstration purposes remain the property of Proxacom. The customer is obliged to ensure proper storage and may only use these items within the framework of the agreements made.

8.7 The retention of title expressly does not apply to deliveries paid for by the customer in advance.

9. Export and Import

9.1 All contract products and technical know-how are delivered by Proxacom in compliance with the currently valid AWG/AWV/EC Dual-Use Regulation as well as the US export regulations and are intended for use and to remain in the delivery country agreed with the customer. If the customer intends to re-export contract products, it is obliged to comply with US, European and national export regulations. The re-export of contract products – individually or in system-integrated form – contrary to these provisions is prohibited.

9.2 The customer must inform itself independently about the currently valid provisions and regulations (Federal Export Office, 65760 Eschborn/Taunus or US Department of Commerce, Office of Export Administration, Washington D. C. 20230). Irrespective of whether the customer states the final destination of the delivered contract products, it is the customer's own responsibility to obtain any necessary authorisation from the respective competent foreign trade authorities before exporting such products. Proxacom has no obligation to provide information.

9.3 Any onward delivery of contract products by customers to third parties, with or without Proxacom's knowledge, simultaneously requires the transfer of the export authorisation conditions. The customer is fully liable for non-compliance with the relevant provisions.

9.4 Without prior official authorisation, the customer is not permitted to deliver contract products directly or indirectly to countries subject to a US embargo or to natural or legal persons of these countries, or to natural or legal persons on US, European or national prohibition lists (e.g. "Entity List", "Denied Persons List", "Specially Designated Nationals and Blocked Persons"). Furthermore, it is prohibited to deliver contract products to natural or legal persons who are in any way connected with the support, development, production or use of chemical, biological or nuclear weapons of mass destruction.

10. Acquisition Tax/Import VAT

10.1 A customer domiciled outside Germany must observe the regulations on acquisition tax/import VAT of the relevant economic area when acquiring the products, in particular disclose the VAT identification number unprompted and willingly provide necessary information. In the event of non-compliance, the customer must compensate for the resulting expense/damage.

11. Severability Clause

11.1 Should individual provisions of this contract be or become invalid in whole or in part, or should this contract contain a gap, this shall not affect the validity of the remaining provisions. In place of the invalid provision or to fill the gap, an appropriate provision shall apply which, insofar as legally possible, comes closest to what the contracting parties intended or would have intended according to the spirit and purpose of this contract if they had considered the point.

12. General Provisions

12.1 The customer is not entitled to assign its claims arising from the contract. The place of performance and jurisdiction is Frankfurt am Main if the customer is a merchant. However, Proxacom is entitled to sue the customer at any other statutory place of jurisdiction.

12.2 The law of the Federal Republic of Germany applies. The Vienna UN Convention (UNCITRAL) on the international sale of goods is excluded.

12.3 Proxacom Code of Conduct – Proxacom commits itself and its business partners to compliance with business ethics principles as well as the applicable national and international laws and has laid down the guidelines for action in the Proxacom Code of Conduct, which applies to Proxacom employees and to all business transacted with Proxacom.

Part II: Special Conditions for Services

In addition to the provisions in Part I of these terms and conditions, the following provisions apply insofar as Proxacom GmbH renders services.

13. Scope of Services

13.1 The services to be rendered relate exclusively to the products or system configurations specified in more detail in the contract with regard to manufacturer, type as well as serial and device number.

13.2 Proxacom GmbH renders the services at its own discretion and selection. Unless otherwise agreed in writing between the parties, Proxacom GmbH renders the service either by telephone or on site at the customer's premises. By arrangement with the customer, a remote maintenance solution can be implemented. Proxacom GmbH assumes no responsibility for the functionality and security of the remote maintenance lines outside its business operations, unless the parties have agreed otherwise in writing.

13.3 In the event of a release change, the customer must have or acquire the corresponding usage rights (licenses) for the software to be installed.

13.4 The customer is obliged to notify Proxacom GmbH in writing in good time of changes to the installation location of the products or systems concerned. If the customer intends to change or expand the products covered by a service contract or their composition, it will inform Proxacom GmbH thereof without delay. If the changes or expansions have the consequence that Proxacom GmbH can render the service only with difficulty or not at all, Proxacom GmbH is no longer obliged to render the services. In these cases, Proxacom GmbH will – insofar as technically and operationally possible – submit an offer to the customer regarding the changed or expanded partial or complete system. If the parties do not reach agreement with regard to the service for the changed or expanded partial or complete system, this has no effect on the service fees to be paid by the customer.

14. Service Hours

14.1 Proxacom GmbH renders services Monday to Friday from 8:00 to 17:00, with the exception of nationwide public holidays (hereinafter: "service hours"), unless otherwise agreed.

14.2 Any promised service level times (e.g. response times) only apply during the agreed service hours. Customer requests accepted outside the agreed service hours are treated as if they had been received at the beginning of the following service hours. If the end of the service level time falls outside the service hours, the service level time is interrupted and continues at the beginning of the next service hours, unless the parties have agreed otherwise.

14.3 If Proxacom GmbH cannot render the services during the agreed service level times despite all efforts, Proxacom GmbH is entitled, within the agreed service level times and at its own discretion, to render a comparable interim solution for a transitional phase instead of the owed services.

15. Acceptance of Services

15.1 The client confirms each individual service rendered on the basis of this contract by signing the submitted work record. With the signature, the service is deemed accepted, i.e. rendered flawlessly or affected only by minor defects. The client will give written notice of identified defects without delay.

16. Obligations of the Client

16.1 The client will support Proxacom in the fulfilment of owed duties and obligations insofar as reasonable, necessary and expedient.

16.2 The client is responsible for backing up the entire data stock before the service is rendered.

16.3 If a service cannot be carried out, or can only be carried out with delay, for reasons within the client's area of responsibility, Proxacom GmbH will invoice the client for the resulting and documented expense.

17. Warranty

17.1 Proxacom warrants that the services to be rendered under this contract are not affected by faults that nullify or significantly reduce their value or their suitability for fulfilling the purposes of the contract.

17.2 The client is obliged, in accordance with its obligations to inspect and give notice of defects owed under Sections 377, 378 HGB, but at the latest 7 days after receipt of a service from Proxacom, to report any recognisable defect or other claims. After expiry of this period, the service is deemed accepted as free of defects and received.

17.3 If a service to be rendered under the contract is faulty, Proxacom is obliged to provide subsequent performance. If the remedying of defects or rectification fails, or if Proxacom is unable to do so, or if it is delayed beyond a reasonable period for reasons for which Proxacom is not responsible, the client is entitled to withdraw from the contract or to demand a corresponding reduction of the price.

17.4 Claims for defects and rectification become time-barred, unless otherwise agreed, one year after acceptance of the service.

18. Liability

18.1 For damage that has not occurred to the subject matter of the contract, Proxacom is liable, irrespective of the legal grounds, only in the event of an intentional or grossly negligent breach of duty,

• in the event of a culpable breach of an essential contractual obligation,
• in the event of the assumption of a guarantee for the quality of the work (Section 639 BGB),
• in the event of culpable injury to life, body or health,
• in the event of fraudulent concealment of defects,
• for claims under the Product Liability Act.

Further claims for damages are excluded.

As of: 16 May 2018