1.         Area of Application and Conclusion of Contract

1.1.      For all the business relationships between CODEWARE GmbH, Neue Weinsteige 16, 70180 Stuttgart (hereinafter referred to as: CODEWARE) and its Customers, solely the following General Terms and Conditions and the respectively valid price list of CODEWARE shall apply. Deviating General Terms and Conditions of the Customer shall not apply unless they were expressly approved.

1.2.      A Contract shall only materialise after receipt of a countersigned order confirmation from the Customer. The content of the Contract is governed by the order confirmation.

1.3.      Separate agreements that are independent of each other shall be concluded for the creation of software, the conducting of training sessions, the servicing or maintenance of software and other services.

2.         Special Provisions for Products and Services 

2.1.      Object of the Software Contracts - Licence Conditions 

2.1.1.   The Contract Software shall be delivered in an executable form (object code). CODEWARE shall provide the Customer with a copy of the acquired Software and a related manual in exchange for the remuneration specified in the order confirmation. This Software and the manual are solely intended for use by the Customer. CODEWARE shall grant the Customer the simple (but not exclusive) right to use the Contractual Software permanently in exchange for the remuneration specified in the order confirmation.

2.1.2.   The installation of the software delivered by CODEWARE is - if not arranged otherwise - not a component of the Contract.

2.1.3.   The Customer is authorised to simultaneously use, i.e. to install, load and run the Contractual Software on a maximum of the number of workplaces specified in the order confirmation.

2.1.4.   The Customer may neither lease nor loan the licence. This also includes the transfer of the license to another legal entity in the office community. The transfer of the licence is only possible through transfer of the entire Software Contract. Such a transfer shall only be effective if CODEWARE consents in writing. CODEWARE shall only not give consent in justified exceptional cases. The Customer shall pay CODEWARE a processing fee for the review and decision. In the case of a transfer, the Customer shall hand over, to the purchaser, all the copies of the Software (including all older versions), the operating manual and all the related documentation.

2.1.5.   The Customer can make a copy for backup or archiving purposes, as a replacement or for troubleshooting, at his own cost. If originals are equipped with a copyright notice, he shall also attach this to the copies. The Customer may not reproduce records or documentation.

2.1.6.   The Customer shall only be authorised to decompile the Software within the limits of Art. 69e UrhG (Copyright Act) and only if CODEWARE did not provide the required data and/or information after a request in writing with a reasonable deadline in order to produce the interoperability with other hardware and software.

2.1.7.   Cost recommendations, records and other documents shall remain the property of CODEWARE; they may not be made accessible to third parties.

2.1.8.   CODEWARE shall prosecute copyright violations under both civil and criminal law.

2.2.      Maintenance and Servicing

2.2.1.   The maintenance shall include the services expressly specified in the order confirmation. It consists of at least the providing of a hotline, the automatic sending of medium-sized and large updates, remote diagnosis and maintenance as well as an internet service by means of which the intermediate releases are delivered.

2.2.2.   The maintenance only refers to the Software produced by CODEWARE.

2.2.3.   CODEWARE can postpone, in the case that the Customer defaults in payment, the further execution of the maintenance or servicing until payment in full, and request prepayment.

2.2.4.   If CODEWARE provides to the Customer, as part of post-performance improvement or servicing, additions (e.g. patches, additions to the operating manual) or a new version of the object of the Contract (e.g. update, upgrade), which replaces an earlier provided object of the Contract ("old software"), these new objects shall be subject to these General Terms and Conditions of Business.

2.3.      Other Services

2.3.1.   CODEWARE shall render other services for the Customer if they are agreed in writing.

2.3.2.   The Customer shall pay for additional services in accordance with CODEWARE's respectively valid price list for services.

3.         Prices and Terms of Payment, Delivery and Despatch

3.1.      Prices and Terms of Payment

3.1.1.   The respectively valid price list from CODEWARE shall apply. The prices in the price list shall apply in addition to the incurred costs for postage, packaging, insurance, travel and the respective statutory value-added tax (VAT).

3.1.2.   CODEWARE's claims shall be due immediately.

3.1.3.   In the case of a default in payment, the Customer shall pay default interest of 8 % above the base interest rate pursuant to Art. 247 BGB (German Civil Code).

3.1.4.   Customers may, with respect to CODEWARE, only offset claims that are uncontested, contested but ready for a decision, or legally binding. Rights of retention are excluded if they are not based on the same contractual relationship. The Customer can only exercise a right of retention up to the amount of his claim.

3.1.5.   The Customer is only authorised to use the software beyond the rights of use granted after prior consent in writing from CODEWARE. In the case of multiple use without consent, particularly in the case of simultaneous use by a large number of users, it is agreed that CODEWARE is authorised to invoice the amount owed for excess use in accordance with CODEWARE's applicable price list at this time if the Customer does not prove significantly less damage for CODEWARE. This shall not affect further claims for damage compensation.

3.2.     Delivery and Despatch

3.2.1.   CODEWARE shall deliver the Software within three weeks if another delivery deadline is not stated in the order confirmation. The delivery deadline shall commence with the receipt of the countersigned order confirmation.

3.2.2.   CODEWARE is only bound to the delivery deadline if the Customer discharges his obligation to cooperate. In the event of the Customer's failure to discharge his obligation to cooperate, the delivery deadline shall be extended by the length of the disruption unless the disruption had no impact on the delay. The delivery deadline is observed if CODEWARE despatched the product by then.

3.2.3.   If a delivery deadline is missed due to reasons for which CODEWARE is responsible, the Customer may set an appropriate new deadline and only withdraw from the Contract after its expiration without results.

3.2.4.   The risk is transferred to the purchaser as soon as the product is transferred from CODEWARE to the parcel service, postal service or carrier.

4.         Reservation of Title, Industrial Property Rights of Third Parties

4.1.      CODEWARE shall retain the title to the delivered data carriers, the Software and other products until payment in full of all the existing claims at the time of delivery that result from the contractual relationships between CODEWARE and the Customer. The Customer shall be obligated to safeguard with the diligence of a prudent businessman and sufficiently insure the products that are CODEWARE's property.

4.2.      CODEWARE assumes for the area of the Federal Republic of Germany that the Software shall not compromise any industrial property rights held by third parties. If a third party enforces claims with respect to the Customer for a breach of industrial property rights in regard to the delivered Software, the Customer shall be obligated to notify CODEWARE immediately. The Customer shall give CODEWARE the opportunity to join a legal dispute. Only in coordination with CODEWARE shall he become involved in legal dispute on the question of a breach of industrial property rights. CODEWARE shall make - with appropriate consideration given to the needs of the Customer - the decision on the legal defence and with regard to the settlement negotiations. If the third party is entitled to legitimate claims for industrial property rights through the contractual use of the Software delivered by CODEWARE, CODEWARE shall have the option of purchasing a licence or changing the Software free of charge, with special consideration given to the circumstances of the Customer.

4.3.      If CODEWARE prepares the Software in accordance with the drafts and instructions of the Customer, the Customer shall release CODEWARE from all claims and costs that are incurred due to breaches of the property rights of third parties that result from the drafts and instructions of the Customer. The Customer shall pay an appropriate deposit for court costs upon request by CODEWARE.

5.         Claims for Defects

5.1.      If the Customer does not notify CODEWARE immediately in writing or by email of defects that emerge, the claims for defects shall expire for non-reported defects.

5.2.     If the work or services delivered by CODEWARE have a defect, CODEWARE shall, at its own discretion, either remove it within an appropriate period of time or render the service subject to complaint anew without a defect (post-performance fulfilment overall).

5.3.     If the post-performance fulfilment fails, particularly because the defect, despite attempts to eliminate it, could not be rectified, if the post-performance fulfilment is delayed unreasonably or rejected without a legitimate reason, the Customer can, at his discretion, withdraw from the Contract or reduce the price.

5.4.      The Customer does not have any claims for defects as a result of errors that are caused by damage, false connections or false operation by the Customer. He also does not have any claims for defects if he changed the delivered work or services or had them changed by a third party, unless he proves that the change did not significantly complicate the analysis or processing costs for CODEWARE and the defect in the software was present upon acceptance.

5.5.      If the Customer withdraws from the Contract, he shall pay CODEWARE an appropriate use fee for the period up to the date of withdrawal. The use fee is calculated on the basis of linear, four-year amortisation.

5.6.      Claims for defects shall expire within a year after delivery. This shall not apply in the case of fraud or in the case of the issuing of a guarantee by CODEWARE.

6.         Limitation on Liability

6.1.      The Customer's claims to damage compensation or compensation for futile expenses are governed by this provision.

6.2.      For damage from loss of life, bodily injury or damage to the health of a person, which is based on a negligent breach of obligations by CODEWARE or an intentional or grossly negligent breach of obligations by a legal representative or vicarious agent of CODEWARE, CODEWARE shall be liable without limitation.

6.3.      In the case of other liability claims, CODEWARE shall be liable without limitation only in the case of the absence of guaranteed properties and for intent and gross negligence, also by his legal representatives and managers. CODEWARE is liable for the fault of other vicarious agents only to the extent of the liability for slight negligence pursuant to Section 6.4.

6.4.      For slight negligence, CODEWARE is only liable if an obligation is breached, the observance of which is significant for the achievement of the purpose of the Contract (cardinal obligation). In the case of a slightly negligent breach of a cardinal obligation, liability is limited to EUR 1,000,000.

6.5.      Liability for the loss of data shall be limited to the typical restoration expenses which would occur with the regular making of backup copies in accordance with the risk involved, unless the requirements of Section 6.2 are met.

6.7.      Liability in accordance with the Product Liability Act remains unaffected hereby.

7.         Final Provisions

7.1.      Additions and later amendments to the Contract must be made in writing. Amendments and supplements must be expressly identified as such and signed by the Customer and CODEWARE. There are no verbal ancillary agreements.

7.2.      The Customer's data shall be stored in compliance with the legal requirements.

7.3.      Place of fulfilment and place of performance is the headquarters of CODEWARE.

7.4.      Solely law in the Federal Republic of Germany shall apply. The UN Convention on the International Sale of Goods is excluded.