General Terms and Conditions

(1) The following terms and conditions apply to all agreements concluded between us (thinformatics AG, Axel-Springer-Platz 3, 20355 Hamburg, info@thinformatics.com; hereinafter: "thinformatics") and our customers (hereinafter: "Customer"), in particular, but not exclusively, to software licence and service agreements (such as training, consulting and software maintenance agreements).

(2) Our services are directed exclusively at businesses; these General Terms and Conditions therefore apply only to businesses within the meaning of Section 310 (1) BGB (German Civil Code).

(3) Conflicting or supplementary general terms and conditions of the Customer do not become part of the contract, even if thinformatics performs a service without expressly objecting to such terms.

(1) The nature and scope of the services to be provided, as well as the remuneration, are determined by a separate agreement ("Individual Agreement").

(2) Installation, implementation and maintenance services form part of the contract only if they have been expressly agreed in writing.

(3) In performing the contract, neither party may interfere with the other contracting party's authority as an employer. Employees of thinformatics are bound solely by the instructions of their superiors within their own company.

(1) All prices are exclusive of value added tax at the applicable statutory rate.

(2) Unless the parties have agreed a fixed fee, or where services fall outside the agreed scope of services, the remuneration payable to thinformatics is calculated on a time and materials basis. In that case, the hourly or person-day rates valid at the time the service is provided apply, as set out in the price list or as agreed. Daily and hourly rates are usually adjusted to a reasonable extent by mutual agreement at the beginning of each year.

(3) Where invoicing is based on hourly or daily rates, the services provided are invoiced monthly in arrears. Payment is due within two weeks of the invoice date. In the case of ongoing services, the monthly remuneration is payable pro rata from the start of performance for the remainder of that month. Thereafter, the remuneration is due and payable monthly in advance on the third working day of each month.

(4) thinformatics may require payment of a reasonable advance.

(5) The Customer may only set off claims that are undisputed or have been established by a final and binding judgment, and may only base a right of retention on claims that are undisputed or have been established by a final and binding judgment. Notwithstanding Section 354a HGB (German Commercial Code), the Customer may not assign its claims to third parties.

(1) The Customer shall support thinformatics to the extent necessary in performing the services it owes under the contract. Where required, this includes in particular:

(2) The Customer performs its cooperation obligations at its own expense. Where the Customer fails to cooperate or cooperates inadequately, the Customer bears all resulting economic and other disadvantages, and shall in particular indemnify thinformatics against obligations and reimburse any additional costs incurred.

(3) The Customer shall appoint a responsible contact person who is suitably qualified in professional and technical terms and who has decision-making authority. Only this person shall address enquiries to thinformatics.

(4) The Customer is responsible for backing up its own data, unless this expressly forms part of the scope of services agreed with thinformatics. This includes in particular backing up any data to be maintained by thinformatics.

(5) Where thinformatics provides administration services for the Customer, the Customer shall carry out a data backup before each announced access by thinformatics to the Customer's systems. The Customer is responsible for any damage arising from the absence of such a backup.

(6) The Customer bears any disadvantages and additional costs resulting from a breach of its obligations.

(1) Where thinformatics provides the Customer with software or other protectable deliverables (for example training materials, concepts, documentation), the Customer may use them within the contractually agreed scope. Unless otherwise agreed in writing, the Customer receives a non-exclusive and non-transferable right to use them for its own business purposes.

(2) The Customer is entitled to install and use the software in accordance with the number of user licences it has acquired. Concurrent use of the software beyond the agreed scope is not permitted.

(3) The Customer may not grant sub-licences or make the works, in whole or in part, or the accompanying documentation available or otherwise accessible to third parties, unless, in the case of the software, this serves to exercise the rights arising from Sections 69d and 69e of the German Copyright Act (UrhG).

(4) The rights of use referred to in this clause are granted to the Customer subject to the condition precedent that the Customer has paid the purchase price in full.

(5) thinformatics reserves title and the exclusive rights of exploitation in offers, drafts, drawings, programs and utility programs that are not subject to their own licence terms or that are merely working versions, as well as in other documents and materials. These may only be made accessible to third parties with the consent of thinformatics. They shall be returned to thinformatics on request.

(1) thinformatics is liable for damages, on whatever legal grounds, within the scope of fault-based liability in cases of intent and gross negligence. In cases of simple negligence, thinformatics is liable, subject to statutory limitations of liability (for example the standard of care applied to its own affairs; immaterial breaches of duty), only

(2) The limitations of liability arising from paragraph 1 also apply in relation to third parties and in the event of breaches of duty by persons (including in their favour) whose fault thinformatics is responsible for under statutory provisions. They do not apply where a defect has been fraudulently concealed or a guarantee as to the quality of the goods has been given, nor to claims of the purchaser under the German Product Liability Act.

(3) In cases of slight negligence, the liability of thinformatics for damage to property and financial loss arising from or in connection with an individual order is limited to EUR 50,000.00 or to the amount of the remuneration for that individual order, whichever is higher. In all cases, thinformatics is liable in cases of simple negligence only for damage that is foreseeable and typical of this type of contract.

(4) In the event of data loss, only the cost of restoration is reimbursed, limited to the typical restoration effort that would have arisen had the Customer backed up its data regularly. thinformatics reserves the right to plead contributory negligence. In particular, the Customer is obliged to back up data and to protect against malware, in each case in line with the current state of the art.

(5) The Customer shall indemnify thinformatics against all claims asserted by third parties against thinformatics in connection with a contract between thinformatics and the Customer, insofar as such claims and/or the amount of liability exceed the limits of liability set out in Section 7 (3) and (4) of these General Terms and Conditions.

(6) Where liability is excluded or limited under this Section 7, such exclusion or limitation also applies to the personal liability of the employees, agents and corporate bodies of thinformatics and of its affiliated companies within the meaning of Sections 15 et seq. AktG (German Stock Corporation Act), as well as their employees and corporate bodies.

(7) In the case of liability for intent or gross negligence, for personal injury or under the German Product Liability Act, the statutory limitation periods apply. Otherwise, a limitation period of one year applies to all claims of the Customer for damages or for reimbursement of futile expenditure, in both contractual and non-contractual liability. The limitation period begins at the point in time specified in Section 199 (1) BGB. It expires at the latest five years after the claim arose.

(1) thinformatics reserves the right to make minor changes to training content and, where necessary, to change dates and locations, for example if the number of firm registrations is low.

(2) If a participant does not attend the entire training course, the full participation fee is nevertheless payable.

(3) If a registered participant does not attend the training course without having cancelled or rebooked it in good time, the full invoice amount remains payable. No voucher can be issued in this case.

(4) If a participant is prevented from attending on the agreed training date for good reason, they are entitled to name a substitute participant at any time. No additional costs arise for this.

(5) In the event of cancellations and rebookings

(6) The Customer is obliged to support the consultants to the best of its ability and to create all conditions within its own operations that are necessary for the proper performance of the order; in particular, it shall provide all persons, working documents and working materials required to carry out the order in good time and in full.

(7) Insofar as this is necessary for the performance of the contract, the Customer shall grant the contractor access to its premises and provide the necessary facilities.

(1) The scope of maintenance includes a technical hotline that provides information on function-specific questions. Handling questions that concern the Customer's organisation (for example optimising business processes or business management consulting) is not covered by the scope of maintenance.

(2) The scope of services does not include the individual creation, adaptation, modification or provision of software or data, the maintenance of hardware, or the training of users. Changes to or further development of the software requested by the Customer are likewise not covered by software maintenance; they constitute special requests that are agreed and invoiced separately.

(3) The software maintenance agreement is concluded for an indefinite period. It may be terminated with three months' notice effective at the end of the calendar year. Where the software maintenance agreement begins during a calendar year, termination in accordance with sentence 1 is possible for the first time in the second calendar year following the start of the contract. Notice of termination must be given in writing; text form is not sufficient. The right to terminate for good cause remains unaffected.

(4) Maintenance work is carried out during normal business hours. It is at the discretion of thinformatics where the maintenance work is performed.

(5) The Customer is obliged to report any errors that occur in reproducible form, together with a precise written description of the error and its effects. The maintenance obligation of thinformatics only begins once a complete error report in the above sense has been received.

(6) Depending on the type of error, thinformatics decides how it is remedied, by:

(7) If the error only immaterially affects the use of the software, thinformatics is entitled to refer the Customer to interim solutions ("workaround") until a new software version remedying the part in question has been created.

(8) New software versions delivered as a result of improvements and further development by thinformatics are made available to the Customer on data media in machine-readable form or for download. Upon provision of the software, thinformatics grants the Customer the same right of use in the further developed software version as upon the initial provision of the software.

(9) If the software maintenance agreement does not begin upon delivery of the software, the Customer shall ensure that the latest version of the software released by thinformatics is in use when the software maintenance agreement begins.

(10) Certain conditions regarding the hardware and software environment (in particular the operating system) must be met at the Customer's site for the software to function properly. These conditions are set out in the relevant user manuals for the software. It is the Customer's responsibility to obtain information on the suitability of the hardware and software environment before concluding the contract.

(11) For as long as the Customer has not created the maintenance conditions set out in paragraphs 9 and 10 above, all obligations of thinformatics under the contract are suspended.

(1) A warranty period of one year applies to all deliveries and services provided by thinformatics under the contract, insofar as the law provides for warranty rights.

(2) Where the provision of software is owed, the warranty period begins when the software is provided to the Customer.

(3) The Customer's warranty rights are excluded if the Customer fails to notify thinformatics, describing the defect, within ten days of delivery or performance in the case of obvious defects, and within ten days of discovery in the case of hidden defects. The Customer's warranty rights are likewise excluded where the defects complained of were caused by improper installation, improper use, unauthorised modification or tests that did not comply with the specifications. If the Customer modifies the software itself or has it modified by third parties without the prior consent of thinformatics, claims based on material defects lapse, unless the Customer proves that the errors that occurred are not attributable to this.

(4) Certain conditions regarding the hardware and software environment (in particular the operating system) must be met at the Customer's site for the software to function properly. These conditions are set out in the relevant user manuals for the software. It is the Customer's responsibility to obtain information on the suitability of the hardware and software environment before concluding the contract.

(5) If a defect is attributable to information provided by the Customer, thinformatics is released from any warranty for such defects.

(1) The contracting parties undertake to treat all confidential information that comes to their knowledge as confidential and to use it only for contractually agreed purposes. The confidentiality obligation does not apply in relation to persons who are authorised to receive the information and who are bound to secrecy by law or by contract, nor where it would prevent a party from asserting its own claims, nor where the other party has consented to disclosure.

(2) The contracting parties are required to oblige those of their employees who are more closely involved in the services to be provided to observe corresponding confidentiality. The obligation to maintain confidentiality and not to exploit the information disclosed ceases to apply where such information was demonstrably known before it was disclosed, or was known or generally accessible to the public or to the relevant professional community before disclosure, or becomes known or generally accessible to the public or to the relevant professional community after disclosure without the involvement or fault of a contracting party, or corresponds essentially to information that is disclosed and made accessible to a contracting party at any time by an authorised third party in a legally permissible manner. Subject to the above restrictions, this confidentiality obligation also applies after the end of the contract.

(3) The contracting parties undertake to comply with the applicable data protection provisions, in particular the provisions of the EU GDPR and the BDSG (German Federal Data Protection Act), when performing the contract, and to require their employees to comply with these provisions.

(1) German law applies exclusively to all contractual and non-contractual claims, to the exclusion of the UN Convention on Contracts for the International Sale of Goods.

(2) The exclusive place of jurisdiction for all disputes arising from and in connection with the contractual relationship is Hamburg, provided that the Customer is a merchant, a legal entity under public law or a special fund under public law, and provided that no place of jurisdiction is mandatorily prescribed by law.

(3) With the exception of individual arrangements, all amendments and additions to contracts, as well as all declarations of intent and declarations regarding the exercise of rights of election made to thinformatics, must be in writing.