Terms and Conditions DATAflor AG

§ 1 scope

(1) These terms and conditions contain the terms and conditions that apply exclusively between you as an entrepreneur and us, Dataflor AG, unless these are modified by written agreements between us.

(2) We will notify you of any changes to these Terms and Conditions in writing or by email. If you do not object to these changes within four weeks of receiving the notification, the changes will be deemed accepted by you. We will inform you separately of your right to object to the new Terms and Conditions and the legal consequences of remaining silent in the event of any changes to the Terms and Conditions.

§ 2 Delivery of Products

(1) We will provide you, as the customer, with one copy each of the software and database product in digital form, on data carriers, or as a download. Furthermore, updates and service packs will be made available to you via the version manager integrated into the software until a new version (upgrade) to the purchased version is released. If you have also purchased the necessary hardware (prerequisite: Hardware Service Package), we will deliver it to your premises as agreed. In this case, the regulations governing distance selling apply to you as a business customer.

(2) The release codes or license keys required to use the software and database product will be sent to you by post or electronically within ten days of sending the order confirmation.

§ 3 Release codes and/or license keys

(1) You undertake to treat the release codes and/or license keys confidentially and in particular not to make them accessible to third parties unless you have received our prior written consent.

(2) If the release codes and/or license keys are lost or there are signs of unlawful use by third parties, you undertake to notify us immediately and to support us in pursuing legal action against the unlawful use of release codes or license keys of the software.

§ 4 Customer's rights of use

(1) We retain all rights to the software and/or database products created by us.

(2) Through the contract between us, you only acquire simple rights of use to the extent of the licenses you purchased. This can be a single-user license, a tenant license or a network license. The simultaneous use of the purchased software with multiple devices or multiple users generally requires the purchase of a network license.

(3) We grant you a right to use the software content (texts, graphics, symbols, etc.) and accompanying materials (worksheets, slides, etc.) only for your internal operations and communication with your customers (e.g., in offers and planting suggestions). Public use is not permitted.

(4) You acquire the license within the framework of the contract via order confirmation and order confirmation. You can acquire a license that is unlimited in time and territory (purchase) or only a license for a specific period (rental or subscription).

(5) If an upgrade of your operating system necessitates an upgrade to a newer version of our products, this is at your expense. Likewise, it is at your expense if you do not keep your system up to date so that the current version of your operating system, or at least the version two or three times before the current version, with all currently available system updates, is installed on all devices with Dataflor products.

(6) You are not permitted to reproduce, distribute or publish the software or database products in any other way. If necessary, you can make a backup copy for yourself in the sense of a pure back-up function. Other copies are not included in the licenses offered.

(7) You are expressly not granted any right to edit, no right of partial use, no authorization to make changes (technical reversal, decompilation, disassembly, etc.) to the software products.

§ 5 Liability

(1) We are liable for intent and gross negligence. Furthermore, we are liable for the negligent breach of obligations, the fulfillment of which is essential for the proper execution of the contract, the breach of which endangers the achievement of the purpose of the contract and on whose compliance you as a customer regularly rely. In the latter case, however, we are only liable for foreseeable, contract-typical damage. We are not liable for slightly negligent breaches of obligations other than those mentioned in the previous sentences. The above exclusions of liability do not apply in the event of injury to life, body or health. Liability under product liability law remains unaffected.

(2) We assure you that we will regularly check our system to ensure that it is free of errors and faults. This also applies to viruses and malware.

(3) When using the download or data media, you also undertake to check your technology in advance to ensure that it is free of errors and malfunctions as well as viruses and malware.

(4) Liability for data loss is limited to the typical restoration effort that would have occurred if backup copies had been made regularly and appropriately, for which you as the customer are responsible for creating them yourself. We are not liable for any such damages resulting from you as a customer interrupting or discontinuing use of the programs. We recommend that you keep at least a daily data backup and a weekly data backup away from home.

§ 6 Warranty for software and goods

The warranty is excluded for entrepreneurs.

§ 7 Retention of title

The goods remain our property until full payment.

§ 8 Terms and termination

(1) Licenses

a) License purchase

The license is valid for an unlimited period of time or for the specifically agreed period.
If you purchase a license for a specifically limited period (time-limited right of use), you do not need to terminate the contract.

b) License rent

The license rental runs for an indefinite period unless it is terminated by you or us.
By acquiring a time-limited license (software rental), the two service packages, Support Service and Upgrade Service (see B. Special Section), are included in the rental price.
The contract is concluded between us for at least one calendar half-year. The contract is extended by a further calendar half-year unless it is concluded with three months' notice by June 30.06th. or December 31.12st. one year is terminated in text form.
The half-year period in which the contract was concluded (partial half-year) is not taken into account.

c) 30-day demo version

The 30-day demo version is a trial license for a single workstation for a specifically limited period (temporary right of use) of 30 days; you do not need to cancel the contract.

d) Service contracts

The service contracts run for an indefinite period unless they are terminated by you or us.
The contract is concluded between us for at least one calendar year. The contract is extended for another calendar year unless it is terminated in text form with three months' notice to the end of a calendar year.
The year in which the contract was concluded (short year) is not taken into account.

e) Apps

The license is valid indefinitely unless terminated by you or us.
The contract can be terminated in writing with three months' notice, effective March 31.03st or September 30.09th. Termination must be submitted exclusively through the Mobility Manager; verbal or other forms of termination are invalid.

(2) Versions with base technology from third parties

(1) Some functions of our software are based on elements that we have purchased as core technology. Should these license agreements with third parties expire, we will terminate the contract with you, irrespective of the above terms, with three months' notice, provided it is a fixed-term contract such as our software rental agreement or service agreement.

(2) If you have purchased software that contains such versions, you have received a corresponding notice in the offer and/or order confirmation.

§ 9 Conclusion of contract and contract text

(1) For all programs (except apps) and modules, hardware, as well as training and services, you will receive a written offer from us via email or post after you contact us. For training and services, this may also be done verbally.

(2) You can use our apps as a customer if you have booked a service package with an upgrade service BUSINESSOrder the Dataflor software program in the "Mobility Manager" module. You cannot change the order details after submitting your order. Clicking the button to complete the subscription places a binding order for the apps. You will receive an order confirmation, which also serves as your order confirmation.

(3) The contract between us is concluded upon confirmation of the order. With the order confirmation, we will send you the contract text, the order details, and our General Terms and Conditions. You can also view the General Terms and Conditions at any time on our website. We store the contract text (offer and order confirmation); you can obtain a copy from us upon request. When ordering training courses and services verbally, you will not receive a separate order confirmation, but only an invoice.

§ 10 Fees, Payment Terms

(1) Prices

The prices are determined according to the offer and/or the order confirmation that we have agreed in each case.

(2) Purchase price due date

In the case of the purchase price, this is due immediately upon invoicing, unless we have agreed otherwise.

(3) Temporary contracts (rent, service, apps, etc.)

(i) Unless otherwise agreed, for fixed-term contracts, with the exception of apps, the agreed remuneration is payable as a semi-annual lump sum for six months in advance. Unless otherwise agreed, the billing period is from January 1 to June 30 and from July 1 to December 31 of each calendar year. Invoices are issued in January and July of the respective year. If the contract term does not begin on January 1 or July 1, the remuneration for the period from the contract start date until the following June 30 or December 31 is due and payable.

(ii) Unless otherwise agreed, the agreed remuneration for the apps is payable as a quarterly flat fee for three months in advance. The billing period is the quarter of the calendar year. Invoices are issued in January, April, July, and October of each year. If the contract term does not begin in a quarter, the remuneration for the period from the start of the contract until the start of the next quarter will not be charged retroactively and is therefore free of charge.

(iii)

We are entitled to adjust the prices payable under your contract at our reasonable discretion in accordance with the development of costs that are relevant for the price calculation.
A price increase is possible, and a price reduction is required, if, for example, wages and ancillary wage costs for employees increase or decrease due to legal requirements, or increase in line with wage increases in the TVöD-SuE (Collective Agreement for Public Service Employees in the Social and Educational Services) or for the purpose of inflation compensation, or if rent or operating costs in our own or rented premises increase or decrease. Increases in one type of cost may only be used for a price increase to the extent that they are not offset by any cost reductions in other areas. In the case of cost reductions, prices must be reduced to the extent that these cost reductions are not fully or partially offset by increases in other areas. In exercising our reasonable discretion, we will choose the timing of any price changes in such a way that cost reductions are not taken into account according to criteria less favorable to customers than cost increases; that is, cost reductions will have at least the same impact on prices as cost increases.
Changes to the prices according to this letter of the General Terms and Conditions ((3) (iii)) are only valid at the beginning of a new calendar year, i.e. on January 01.01st. one year possible. We will communicate the change in text form at least 6 weeks before it is scheduled to take effect. In the event of a price change, you as a customer have the right to terminate the contract in writing without observing a notice period at the time the change takes effect. We will inform you of this separately in the price change notification. Otherwise, § 315 BGB remains unaffected. In particular, you have the option of having future price adjustments reviewed in court for their fairness in accordance with Section 315 Paragraph 3 of the German Civil Code (BGB).

§ 11 Right of retention and offsetting

(1) You as an entrepreneur have no right of retention.

(2) You are only permitted to set off against our claims if this is based on undisputed or legally established claims.

(3) If amounts due are not paid by you despite three reminders with a deadline, we expressly reserve the right to withhold the paid services.

§ 12 Confidentiality and data protection

(1) We undertake to treat all of your confidential information and business secrets that become known to us as part of the contract, in particular during installation or support, as strictly confidential even beyond the term of the contract and to maintain secrecy about it .

(2) If we or our employees or our vicarious agents come into contact with confidential information, personal data of your customers or business secrets of your company, they are obliged by us to maintain confidentiality in a written declaration, which we can present to you upon request. This obligation continues even after the termination of the contract.

(3) The data requested when ordering or registering our product or elsewhere will only be used for contractual purposes within the framework of the Data Protection Act. We also refer to our data protection declaration.

(4) The software and its associated services enable you to store sensitive personal data of your customers. This occurs locally on your system and not on our servers. By using the software covered by this agreement or the associated services of our company, you are the data controller within the meaning of data protection laws and are solely responsible for the protection of your customers' data. You must independently obtain the necessary consent for data storage from your customers. We are not responsible for the data protection of your customers' data.

(5) Our app services also do not store your customer data online. Our cloud service bridges communication between your mobile device and your local server and forwards data upon request; We do not store the data.

(6) Please note that the data may not be accessible through third-party software products. Switching providers may result in you no longer being able to access your data.

§ 13 SEPA direct debit mandate

In order to collect ongoing rental or service fees as well as fees for app subscriptions, a SEPA direct debit mandate must be issued. We will send you the relevant form with the offer or other relevant documents.

§ 14 Written form

Changes or additions to the contract between us must be made in writing to be effective. This also applies to the cancellation, modification or addition of this written form clause.

§ 15 Jurisdiction and applicable law

(1) Our legal relationships arising from or in connection with this contract are subject exclusively to the law of the Federal Republic of Germany, excluding the UN Convention on the International Sale of Goods.

(2) The exclusive place of jurisdiction for all legal disputes with entrepreneurs arising from or in connection with this contract is Göttingen or Braunschweig for copyright disputes.

(3) The language of the contract, and therefore also the language available for concluding the contract, is German.

§ 16 Severability clause

Should any provision of this agreement be or become wholly or partially invalid or unenforceable, the validity of the remaining provisions shall not be affected. We, the parties, undertake to replace the invalid or unenforceable provision with a valid provision that most closely approximates the intended economic purpose.

The same applies in the case of a gap.

§ 1 contract

(1) As part of a software service contract, you have purchased a corresponding service package from us as agreed in the service certificate.

(2) In the case of program extensions, the service is expanded to include the additions. The supplementary service certificates become part of this contract.

(3) For service agreements concluded from August 2024 onwards, the scope of the software service agreement is determined by the acquired license scope. Service certificates will no longer be issued separately. You can view the current license scope at any time in the Dataflor program or request it via the Dataflor support tool.

§ 2 Service Packages

(1) Support service

a) Support service times

Our online support service for our products is available on weekdays (excluding Saturdays) at least between 08:00 a.m. and 17:00 p.m. Support is not available on days before or after national holidays, nor during certain internal training sessions. We will inform you about these on our website.

The support process takes place in the following steps:

b) Support process

i) Step 1: Support tool

First, send us a screenshot using the support tool within the software so that the problem is documented in such a way that we can understand it and our responsible staff can deal with it. If the support tool is not available within the software, you can also send the error message by email to support@dataflor.de.

ii) Step 2: Contact us for support

After receiving the error message, our responsible employee will contact you.

iii) Step 3: Online session

To resolve the problem, our support team will usually connect to your workplace via an online conference call.

(2) Upgrade service

a) As part of the upgrade service, we will provide you with an upgrade once a year via data carrier or download.

b) You as the customer carry out the installation yourself, unless you have commissioned a paid installation.

c) Most of our products include an integrated version manager and download manager. If the version manager is activated, it will inform you about available updates (hotfixes and service packs) or upgrades (new program versions) so that you can download them for installation. By activating the version manager, you agree that your Dataflor software product may check for available updates or upgrades.

(3) Hardware service in addition to online support and upgrade service

As part of the hardware service, entrepreneurs can obtain the necessary hardware for our software products and a service package for them from us. The scope of the hardware is specified in the service certificate between us.

a) Support times for hardware service

We provide specialist personnel and spare parts according to the systems defined in the service certificate Monday to Thursday from 08:30 a.m. to 16:30 p.m. and Friday from 08:30 a.m. to 14:30 p.m.

We guarantee a response time of five hours (up to 200 km) or ten hours (over 200 km) for malfunctions during normal business hours. Response time is defined as the difference in hours between when we receive your description of the problem (in writing or by email) and when one of our employees arrives at your location.

b) Spare parts

Spare parts can only be provided until the end of the fifth year after delivery of the respective hardware supplied by us. We recommend replacing computer systems (workstation PCs and servers) after approximately three years, but in any case after five years from delivery.

c) Maintenance (preventative service)

To ensure the optimal functionality of all systems listed on the service agreement, we perform preventative maintenance work annually according to a fixed service plan. We will carry out necessary maintenance tasks. The replacement of spare parts will be billed separately. Replacement of spare parts cannot be guaranteed after five years from the date of delivery of the respective hardware.

d) Support/remote maintenance

To solve most system problems, the support service for error diagnosis via online conference call is also available. It is our responsibility to decide whether on-site intervention or a remote maintenance session is necessary.

e) Provision of replacement devices

(1) Replacement devices will be provided by us on loan and free of charge if no reasonable alternative solution (temporary use of comparable workstations or printers) is possible for you. Making these replacement devices ready for use (installing system and application software, integrating them into the existing network, and any necessary travel expenses) is subject to a charge and will be invoiced according to the actual time and materials required.

(2) Our provision of replacement devices is limited to a period of up to five years from delivery of the respective hardware to you.

(3) Replaced parts, to the extent that they were removed as part of a repair exchange, become our property. Any disposal costs are at your expense.

(4) The replacement of consumables (e.g. toner) and parts that have failed due to regular wear and tear will be charged.

f) Repair (emergency service)

(1) We eliminate malfunctions in all devices listed in the service certificate and replace defective components, provided spare parts are available, in order to restore the operational readiness of your devices.

(2) The defective components (exception are spare parts) will be replaced free of charge. The working time required for this and the necessary travel costs will be invoiced. We can only guarantee the replacement of defective components and the delivery of spare parts for a period of five years after delivery of the relevant hardware to you.

g) Hardware service warranty

The warranty for the hardware is excluded for entrepreneurs. Hardware is not delivered to consumers.

§ 3 Customer’s obligation to cooperate

(1) Before using the support services, you should always have the latest delivered program version installed or have commissioned Dataflor to install it for a fee as part of the upgrade service, unless the defects and problems occur during the installation of the respective upgrade.

(2) You undertake to support us in all work and in particular to ensure that trained personnel are available with regard to the IT used and are familiar with the programs and work processes you use. Please name one of our trained employees at the installation site as your contact person.

(3) In order to carry out the services, you allow us unhindered access to the devices.

(4) You are obliged, within reason, to take the necessary measures to identify, isolate and document problems or defects. This includes the preparation of defect reports, the provision of the affected data, computer time, test results or other suitable documents.

The special provisions of this section apply to contracts for the provision of software as a service for temporary use (rental) in the cloud (cloud service). With cloud programs and Software as a Service (SaaS), the software products and IT infrastructure are operated by an external IT service provider and used by customers as a service for a limited time. The customer receives access to the software, which is hosted either on Dataflor servers or on the servers of third-party providers. Dataflor offers both its own cloud and SaaS services and those of third-party providers (collectively: "Cloud and SaaS").

§ 1 Scope of application, conclusion of contract

1.1 A contract between Dataflor and the customer is concluded when the customer places a binding order with Dataflor for the cloud application or cloud storage space (hereinafter collectively referred to as "cloud application") for a limited period, and Dataflor accepts the customer's order. This can also be done online via the online ordering process provided by us.

§ 2 Rights of Use and Services

2.1 Dataflor has no rights to the customer content, even in anonymized form; the customer is the sole owner of the customer content and all rights to the customer content in the relationship between the parties.

2.2 Dataflor provides support as well as the functional and technical development of the software. The content and scope of the services are described in "B. Special Section – Service Agreements".

2.3 Dataflor provides the customer with the cloud application at the handover point with an availability of 90,0% per year for use.

2.4 The customer will be informed about further developments, bug fixes and new functions via Dataflor's electronic information channels.

2.5 The cloud application is not installed on the customer's hardware.

§ 3 Remuneration, terms of payment, price adjustments

3.1 The customer pays the amounts specified in the contract, plus statutory VAT, for the provision of the cloud application and the granting of the usage rights to the cloud application. Dataflor handles invoicing via a payment service provider. Various pricing models with different scopes of services and usage periods are available.

3.2 Unless otherwise expressly agreed, all amounts are due immediately, or at the agreed time. Payment is considered overdue if not received within 30 days of the due date and receipt of the invoice. In case of late payment, Dataflor will charge statutory default interest and may also deactivate access to the cloud application.

3.3 The customer may only offset claims that are undisputed or have been legally established. The customer may only assert a right of retention due to counterclaims arising from the same contractual relationship.

3.4 Dataflor is entitled to unilaterally adjust all prices at its reasonable discretion (§ 315 para. 3 of the German Civil Code) taking into account general cost developments (e.g., due to changes in material and personnel costs or data center costs). Dataflor will inform customers of changes to the price list in writing at least six weeks before the changes take effect.

§ 4 Liability for Cloud & SaaS Products

4.1 The customer is responsible for the actions of its employees and is liable for them as if they were its own. Before the customer uses the Cloud & SaaS products for the first time, the customer must inform its employees of their rights and obligations and ensure that they are bound by any applicable terms of use for the Cloud & SaaS products.

4.2 Through links or functionalities of the Cloud & SaaS products, the customer may access third-party websites and Cloud & SaaS products that are not operated by Dataflor and for which Dataflor is not responsible. Such links or functionalities are either clearly marked or recognizable by a change in the browser's address bar or a change in the user interface.

§ 5 Data storage by the customer

The customer has the option of storing their data in the cloud application, which they can access in connection with using the provided cloud application. Dataflor is only obligated to provide storage space (data volume) to the agreed extent for the customer's use. Dataflor has no custody or safekeeping obligations with regard to the data transmitted and processed by the customer. The customer is solely responsible for complying with the statutory retention periods under commercial and tax law.

Section 6 Processing of personal data

6.1 If the customer processes personal data within the scope of this contractual relationship, they are solely responsible for complying with data protection regulations. A corresponding data processing agreement pursuant to Article 28 GDPR is contained in the "Data Processing Agreement," which the customer accepts upon using our products.

6.2 Data between the Dataflor server and the customer is transmitted exclusively in encrypted form (SSL).

§ 7 Data disclosure and deletion

7.1 The customer can modify, delete, or download their document data stored in the cloud application at any time. The customer is obligated to download their stored document data or make copies of it immediately before the termination of the contractual relationship. The customer is responsible for ensuring that the data they back up is readable and complete. Upon request, Dataflor offers the customer a paid export of metadata/metainformation.

7.2 Dataflor will permanently delete the customer's data stored in the cloud application six months after the termination of the contract. This deletion will be irretrievably carried out by Dataflor regardless of the quality, nature, value, or importance of this data to the customer. However, if customer data is still present in data backups that Dataflor performs regularly, Dataflor is not obligated to clean these backups accordingly.

§ 8 Data backup, data storage by Dataflor

8.1 Dataflor creates daily backups of the cloud data to enable system recovery in the event of a server failure. Customer-specific backups are not maintained. It is possible to restore data records deleted by the customer for a service fee.

8.2 The customer grants Dataflor the right to reproduce the data that Dataflor is to store for the customer, insofar as this is necessary for the performance of the services owed under this contract (in particular for data security purposes). Dataflor is entitled to make changes to the data structure or data format in order to rectify malfunctions.

§ 9 Material and legal defects

9.1 Dataflor provides a warranty for defects in the cloud application, in particular through so-called updates, in accordance with the rules on digital products.

9.2 After the cloud application has been made available to the customer, the customer will examine the cloud application for completeness, basic accessibility and usability and will immediately notify Dataflor of any complaints.

9.3 Dataflor is obligated to remedy defects in the cloud application within a reasonable time. For the purpose of remedying defects, Dataflor is entitled to replace defective software components with defect-free software; remedying defects also includes providing the customer with reasonable means to avoid the effects of the defect. In the case of defects of title, Dataflor will, at its discretion, provide the customer with a legally sound right to use the cloud application or equivalent software that has been replaced or modified.

9.4 Dataflor shall only be liable for defects in the cloud application that were already present when it was provided to the customer if Dataflor is responsible for these defects.

9.5 The customer is obligated to accept a new software version, particularly one updated by Dataflor as part of defect rectification, provided that the contractually agreed functionality is maintained and the acceptance does not result in significant disadvantages for the customer. Updates for defect rectification are provided free of charge to the customer.

9.6 Termination of the contract by the customer due to failure to provide the contractual use is only permissible if Dataflor has been given sufficient opportunity to remedy the defects and this has ultimately failed, which is presumed to be the case at the earliest after two unsuccessful attempts to eliminate the specific problem.

9.7 If it turns out that a defect reported by the customer does not actually exist or is not attributable to the cloud application, Dataflor is entitled to charge the customer for the expenses incurred in the analysis and other processing in accordance with Dataflor's current price list for services.

9.8 If third parties raise claims that prevent the customer from exercising the contractually granted rights of use, the customer shall inform Dataflor immediately in writing and comprehensively and, to the extent possible, allow Dataflor to defend against these claims. Dataflor is obligated to defend against the claims at its own expense and to indemnify the customer against all costs and damages associated with defending against the claims, unless these are due to the customer's breach of duty.

§ 10 Force Majeure

10.1 Neither party is obligated to fulfill its contractual obligations in the event of and for the duration of force majeure. In particular, the following circumstances shall be considered force majeure in this sense:

10.1.1 Events beyond the control of the contracting party, such as earthquakes, fire, explosions, floods, etc.

10.1.2 War, blockade, embargo, etc.

10.1.3 Industrial action lasting more than six weeks and not caused by the fault of the contracting party.

10.1.4 Technical problems of the Internet that are beyond the control of a contracting party.

10.2 Each contracting party shall immediately notify the other in writing of the occurrence of a force majeure event.

§ 11 Contract Term

11.1 The contract runs for a fixed term, starting from the date of conclusion. The customer may terminate the contract without notice at the end of the current billing period, and Dataflor may terminate the contract. The customer must initiate the termination process themselves in the administration area. Additionally, some software packages may have a time limit and then expire automatically (e.g., for three months).

11.2 The right to terminate for cause remains unaffected. A valid reason justifying extraordinary termination exists in particular if the customer is in default of payment obligations pursuant to Section 543 Paragraph 2 Sentence 1 No. 3 of the German Civil Code (BGB) or if insolvency proceedings are opened against the customer's assets or are dismissed for lack of assets.

§ 1 scope

(1) These terms and conditions contain the terms and conditions that apply exclusively between you as an entrepreneur and us, Dataflor AG, unless these are modified by written agreements between us.

(2) We will inform you of any changes to these terms and conditions in writing, by fax or by email. If you do not object to this change within four weeks of receipt of the notification, you will be deemed to have accepted the changes. We will inform you separately about the right to object to the new terms and conditions and the legal consequences of silence in the event of changes to the terms and conditions.

§ 2 Delivery of Products

(1) We will provide you, as the customer, with one copy each of the software and database product in digital form, on data carriers, or as a download. Furthermore, hotfixes and service packs will be made available to you via the software's integrated update manager until a new version (upgrade) is released for the version you purchased. If you have also purchased the necessary hardware (prerequisite: Hardware Service Package), we will deliver it to your premises as agreed. In this case, the regulations governing distance selling apply to you as a business customer.

(2) The release codes or license keys required to use the software and database product will be sent to you by post or electronically within ten days of sending the order confirmation.

§ 3 Release codes and/or license keys

(1) You undertake to treat the release codes and/or license keys confidentially and in particular not to make them accessible to third parties unless you have received our prior written consent.

§ 4 Customer's rights of use

(1) We retain all rights to the software and/or database products created by us.

(6) You are not permitted to copy, distribute, or publish the software or database products in any other way. You may only make one backup copy for your own personal use. Other copies are not covered by the licenses offered.

(7) You are expressly not granted any right to edit, no right of partial use, no authorization to make changes (technical reversal, decompilation, disassembly, etc.) to the software products.

§ 5 Liability

(2) We assure you that we will regularly check our system to ensure that it is free of errors and faults. This also applies to viruses and malware.

(3) When using the download or data media, you also undertake to check your technology in advance to ensure that it is free of errors and malfunctions as well as viruses and malware.

§ 6 Warranty for software and goods

The warranty is excluded for entrepreneurs.

§ 7 Retention of title

The goods remain our property until full payment.

§ 8 Terms and termination

(1) Licenses

a) License purchase

The license is valid for an unlimited period of time or for the specifically agreed period.

If you purchase a license for a specific, limited period of time (limited right of use), you do not have to terminate the contract.

b) License rent

The license rental runs for an indefinite period unless it is terminated by you or us.

By acquiring a time-limited license (software rental), the two service packages, Support Service and Upgrade Service (see B. Special Section), are included in the rental price.

The contract is concluded between us for at least one calendar half-year. The contract is extended by a further calendar half-year unless it is concluded with three months' notice by June 30.06th. or December 31.12st. one year is terminated in text form.

The half-year period in which the contract was concluded (partial half-year) is not taken into account.

c) 30-day demo version

The 30-day demo version is a trial license for a single workstation for a specific limited period of time (limited right of use) of 30 days; You do not have to cancel the contract.

d) Service contracts

The service contracts run for an indefinite period unless they are terminated by you or us.

The contract is concluded between us for at least one calendar year. The contract is extended for another calendar year unless it is terminated in text form with three months' notice to the end of a calendar year.

The year in which the contract was concluded (short year) is not taken into account.

e) Apps

The license is valid indefinitely unless terminated by you or us.

The contract can be terminated in writing with three months' notice, effective March 31.03st or September 30.09th. Termination must be submitted exclusively through the Mobility Manager; verbal or other forms of termination are invalid.

(2) Versions with base technology from third parties

(1) Some functions of our software are based on elements that we have purchased as underlying technology. Should these license agreements with third parties expire, we will terminate the contract with you with three months' notice, irrespective of the above terms, provided it is a fixed-term contract such as our software rental agreement or service agreement.

(2) If you have purchased software that contains such versions, you have received a corresponding notice in the offer and/or order confirmation.

§ 9 Conclusion of contract and contract text

(1) For all programs (except apps) and modules, hardware as well as training and services, you will receive an offer from us in text form by email, fax or post after contacting us. For training and services, this can also be done orally.

§ 10 Fees, Payment Terms

(1) Prices

The prices are determined according to the offer and/or the order confirmation that we have agreed in each case.

(2) Purchase price due date

In the case of the purchase price, this is due immediately upon invoicing, unless we have agreed otherwise.

(3) Temporary contracts (rent, service, apps, etc.)

(i) Unless otherwise agreed, for fixed-term contracts, with the exception of apps, the agreed remuneration is payable as a semi-annual lump sum for six months in advance. Unless otherwise agreed, the billing period is from 1 January to 30 June and from 1 July to 31 December of each calendar year. Invoices are issued in January and July of the respective year. If the contract term does not begin on 1 January or 1 July, the remuneration for the period from the contract start date until the following 30 June or 31 December is due and payable.

(iii)

We are entitled to adjust the prices payable under your contract at our reasonable discretion in accordance with the development of costs that are relevant for the price calculation.

A price increase is possible, and a price reduction is required, if, for example, wages and ancillary wage costs for employees increase or decrease due to legal requirements, or increase in line with wage increases in the TVöD-SuE (Collective Agreement for Public Service Employees in the Social and Educational Services) or for the purpose of inflation compensation, or if rent or operating costs in our own or rented premises increase or decrease. Increases in one type of cost may only be used for a price increase to the extent that they are not offset by any cost reductions in other areas. In the case of cost reductions, prices must be reduced to the extent that these cost reductions are not fully or partially offset by increases in other areas. In exercising our reasonable discretion, we will choose the timing of any price changes in such a way that cost reductions are not taken into account according to criteria less favorable to customers than cost increases; that is, cost reductions will have at least the same impact on prices as cost increases.

Price changes pursuant to clause (3) (iii) of these Terms and Conditions are only possible at the beginning of a new calendar year, i.e., on January 01.01st of each year. We will notify you of the change in writing at least six weeks before its planned effective date. In the event of a price change, you, as the customer, have the right to terminate the contract in writing without notice, effective on the date the change takes effect. We will specifically draw your attention to this right in the price change notification. Furthermore, Section 315 of the German Civil Code (BGB) remains unaffected. In particular, you have the option of having future price adjustments reviewed in court for fairness pursuant to Section 315 Paragraph 3 of the German Civil Code (BGB).

§ 11 Right of retention and offsetting

(1) You as an entrepreneur have no right of retention.

(2) You are only permitted to set off against our claims if this is based on undisputed or legally established claims.

(3) If amounts due are not paid by you despite three reminders with a deadline, we expressly reserve the right to withhold the paid services.

§ 12 Confidentiality and data protection

(4) The software and associated services enable you to store sensitive personal data of your customers. This happens locally at your location and not on our servers. If you use the contractual software or the associated services of our company, you are the responsible party within the meaning of data protection laws and are responsible for protecting your customers' data. You must independently obtain the appropriate consent for data storage from your customers. We are not responsible for the data protection of your customer data.

(5) Our app services also do not store your customer data online. Our cloud service bridges the communication between your mobile device and your local server and forwards data upon request; we do not store the data ourselves.

(6) Please note that the data may not be accessible through third-party software products. Switching providers may result in you no longer being able to access your data.

§ 13 SEPA direct debit mandate

§ 14 Written form

Changes or additions to the contract between us must be made in writing to be effective. This also applies to the cancellation, modification or addition of this written form clause.

§ 15 Jurisdiction and applicable law

(2) The exclusive place of jurisdiction for all legal disputes with entrepreneurs arising from or in connection with this contract is Göttingen or Braunschweig for copyright disputes.

(3) The language of the contract, and therefore also the language available for concluding the contract, is German.

§ 16 Severability clause

Should individual provisions of this contract be or become wholly or partially ineffective or void, this will not affect the validity of the contract as a whole. We, the parties, undertake to replace the ineffective or void provision with another effective provision that comes closest to the intended economic purpose. The same applies in the case of an omission.

§ 1 contract

(1) As part of a software service contract, you have purchased a corresponding service package from us as agreed in the service certificate.

(2) In the case of program extensions, the service is expanded to include the additions. The supplementary service certificates become part of this contract.

(3) For service agreements concluded from August 2024 onwards, the scope of the software service agreement is determined by the acquired license scope. Service certificates will no longer be issued separately. You can view your current license scope at any time in the Dataflor program. BUSINESS can be viewed at … or requested via the Dataflor support tool.

§ 2 Service packages

(1) Support service

a) Support service times

The online support service for our products is available to you on weekdays (except Saturdays) at least between 08:00 a.m. and 17:00 p.m.

The support process takes place in the following steps:

b) Support process

i) Step 1: Support tool

ii) Step 2: Contact us for support

After receiving the error message, our responsible employee will contact you.

iii) Step 3: Online session

To resolve the problem, our support team will usually connect to your workplace via an online conference call.

(2) Upgrade service

a) As part of the upgrade service, we will provide you with an upgrade once a year via data carrier or download.

b) You as the customer carry out the installation yourself, unless you have commissioned a paid installation.

c) Most of our products include an integrated update manager and a download manager. If the update manager is activated, it will inform you about available updates (hotfixes and service packs) or upgrades (new program versions) so that you can download them for installation. By activating the update manager, you agree that your Dataflor software product may check for available updates or upgrades.

(3) Hardware service in addition to online support and upgrade service

a) Support times for hardware service

We provide specialist personnel and spare parts according to the systems defined in the service certificate Monday to Thursday from 08:30 a.m. to 16:30 p.m. and Friday from 08:30 a.m. to 14:30 p.m.

We guarantee a response time of five hours (up to 200 km) or ten hours (over 200 km) for malfunctions during normal business hours. Response time is defined as the difference in hours between when we receive your description of the problem (in writing, by fax, or by email) and when one of our employees arrives at your location.

b) Spare parts

c) Maintenance (preventative service)

d) Support/remote maintenance

e) Provision of replacement devices

(2) Our provision of replacement devices is limited to a period of up to five years from delivery of the respective hardware to you.

(3) Replaced parts, to the extent that they were removed as part of a repair exchange, become our property. Any disposal costs are at your expense.

(4) The replacement of consumables (e.g. toner) and parts that have failed due to regular wear and tear will be charged.

f) Repair (emergency service)

g) Hardware service warranty

The warranty for the hardware is excluded for entrepreneurs. Hardware is not delivered to consumers.

§ 3 Customer’s obligation to cooperate

(3) In order to carry out the services, you allow us unhindered access to the devices.

General Terms and Conditions effective from April 9, 2026

A. General part

B. Special Part – Service Contracts

C. Special Part – Provisions for the Use of Software in the Cloud

General terms and conditions valid until April 9, 2026

A. General part

B. Special Part – Software Service Contracts