General Terms and Conditions

This English text is a translation provided for information only. The German version is the legally binding text.

General Terms and Conditions for software rental

As of 24 February 2023 · valid for infoBoard version 3.x and later

I. Subject matter of the contract

(1) The Provider undertakes the maintenance of the programs and modules described in more detail in the Order. This information sheet forms part of the quote or the Order.

(2) Maintenance covers

• a. correcting errors in the program
• b. updating programs where required
• c. replacing standard software with an improved version (update), at the Customer's request
• d. database backups, at the Customer's request
• e. technical advice for the Customer (in writing, by email/post and/or by telephone)
• f. maintenance services on the Software via remote support (TeamViewer)
• g. adapting the programs to changed operating systems, changed system-level software and changed database software

(3) Maintenance also covers the Documentation belonging to the programs, as well as files or database material included in the quote.

(4) The contract does not cover correcting malfunctions and damage caused by improper handling on the Customer's part, by the action of third parties or by force majeure. The same applies to damage and malfunctions caused by environmental conditions at the installation site, by faults in or failure of the power supply, by defective hardware or by other influences for which the Provider is not responsible.

II. Scope of services

(1) The Provider must investigate Software errors reported by the Customer. Where possible, the Provider gives the Customer guidance on how to remove the consequences of the error. Error investigation and error correction require the Customer to have met its duties to cooperate.

(2) The Provider undertakes to begin work on the error within 24 hours after the Customer reports it.

(3) Other defects are corrected only where this is possible with reasonable effort. That is not the case if essential parts of the program have to be reprogrammed.

(4) Maintenance work is carried out at the installation site via remote support, provided that the data processing units on which the program is installed are ready for operation.

(5) With the Customer's consent, the work may also be carried out on site for separate payment. It is invoiced on the basis of the Provider's hourly rates valid at the time the work is performed, taking into account the time required.

(6) Software maintenance is performed by qualified staff familiar with the programs named in the quote.

(7) When maintaining Software supplied by the Provider, the Provider will send the latest program version on request and install it where necessary. Only this current program version is then maintained.

(8) On request, the Provider gives the Customer access to the e-learning platform for 12 months (https://www.learn.infoboard.biz).

III. The Customer's duties to cooperate

(1) The Customer will report any errors that occur to the Provider without undue delay. The Customer will also support the Provider in investigating and correcting the error, as far as this is reasonable. This includes in particular submitting written defect reports at the Provider's request and providing other data and logs suitable for analyzing the error.

(2) The Customer names a knowledgeable employee to the Provider. This employee can give the information required to perform the contract and can either make the necessary decisions or arrange for them to be made.

(3) Where the scope of services provides for interface consulting, the Customer must supply the data agreed for import into infoBoard in the agreed data format. A separate interface agreement must be signed for this. Providing the Customer's data must not exceed the deadline of 30 days. For export, the data is made available in the infoBoard Out tables. Reading the data into the Customer's external system must not exceed the deadline of 60 days. The deadlines begin when the interface agreement is signed, but no later than 30 days after the interface consulting is ordered.

The Customer is responsible for properly fulfilling its obligations under the interface agreement. If implementing the data transfer exceeds one of the deadlines named above and this is due to the Customer's fault, infoBoard GmbH reserves the right to invoice the cost of the interface consulting again to continue the project planning.

IV. Telephone/electronic advice

(1) The Customer receives help from the Provider by telephone or email with Software malfunctions and operating problems.

(2) The support hotline is available Monday to Friday from 9:00 am to 5:00 pm CET on +49 40 696648651.

(3) The Customer can also report malfunctions by email to support@infoBoard.biz.

V. Rent and payment terms

(1) The Customer permits the Manufacturer to collect all fees by direct debit. For this purpose the Customer grants the Manufacturer a corresponding direct debit authorization by means of a SEPA mandate. If the Customer revokes this direct debit authorization, the Manufacturer is entitled to extraordinary termination of this contract. In the case of returned direct debits, the Manufacturer is entitled to charge the Customer the fees for returned direct debits set out in the general price list. The Manufacturer may offer the Customer new payment methods during the term of this contract; the conditions for these are communicated in the relevant quote.

(2) If the Customer defaults on payment of the rent, the Manufacturer is entitled to demand interest of 8 percentage points above the base rate under § 247 BGB as damages for default. This does not apply if the Manufacturer proves that it has suffered higher damage as a result of the default.

(3) The Manufacturer may increase the rent for the first time 12 months after the contract is concluded. Any increase requires three months' written notice, effective at the end of a calendar month. The Manufacturer may only increase the rent if its own costs for keeping the contractual Software in the contractually agreed condition have risen. The Customer has the right to terminate the software rental contract within six weeks of receiving notice of a rent increase.

(4) The rent covers the fee for making the Software available and for its upkeep, repair and maintenance. In addition to the rent, the Customer reimburses the costs of agreed additional services (for example consulting, travel and accommodation costs).

(5) Follow-on orders are integrated into the current term under VI (1).

VI. Termination

(1) The term follows from the quote or the Order (initial term). It then renews automatically for the same period (renewal term), unless one party terminates the contract with effect from the end of the initial term or the renewal term, observing the notice period.

(2) The Customer may terminate individual items listed in the Order by partial termination, with effect from the end of the term under VI (1). The minimum number for a partial termination is 1.

(3) Termination or partial termination must be given in writing.

(4) Uninstallation and return on termination of the contract: when the contractual dependency ends or on a partial termination, the items provided (for example program installations, license keys, license certificates) must be permanently uninstalled or deleted without undue delay.

If the Customer operates the Software on its own server, the Provider is entitled to demand remote access. This access allows the Provider either to carry out the uninstallation of the Software provided itself or to verify it. The Customer must make sure that remote access is possible without obstruction. Refusing access counts as a material breach of contract within the meaning of § 280 Abs. 1 BGB and can have corresponding legal consequences, including claims for damages.

(5) After the rental contract ends, the Customer must not continue to use the contractual Software in any way.

(6) The notice period is three months, effective at the end of the respective term.

VII. Data protection

(1) Both parties must keep silent about all business and operational matters that come to their knowledge. They must treat all information connected with the performance of this contract as strictly confidential, including after the contract has expired. The same applies to personal data covered by the provisions of the data protection laws.

(2) The Provider undertakes not to record, store or reproduce information, documents or data, and not to use or exploit them in any other form, except for maintenance purposes.

(3) If a database transmission to the Provider should be necessary for proper support, an anonymization script is run on a copy of the database on the Customer's server. A record of this is drawn up and signed by our support employee and by your responsible employee. The Provider accepts only the backup of the anonymized database. The record is in the annex.

(4) The Provider undertakes to instruct its staff accordingly and to bind them in writing to comply with the agreement.

VIII. Warranty

(1) The Provider warrants that the contractual Software has the functions specified in the quote throughout the term of the contract.

(2) The Provider carries out the work it has taken on with the greatest care and in line with the state of science and technology achievable to the best of its ability.

(3) The Customer must report program errors and other circumstances indicating a need for maintenance to the Provider without undue delay.

(4) Errors reported by the Customer must be corrected. If error correction proves impossible, the Provider must develop a workaround.

IX. Liability of the Provider

(1) The Provider's liability in connection with this contract is limited to the total of the fees payable in the course of one year. This limitation of liability does not apply to personal injury.

(2) The Provider is not liable for loss of data.

X. Formation of the contract

(1) The contract begins when the quote is ordered.

XI. Miscellaneous

(1) If individual provisions of this contract are or become invalid, or if a material point is not covered, the validity of the remaining provisions is unaffected. The parties undertake to replace the invalid provision with an arrangement that comes closest to the intended result. This is the arrangement the parties would have agreed had they known that the provision was invalid.

(2) Amendments and additions to this contract are effective only in writing and with reference to this contract.

(3) The place of performance and the place of jurisdiction for all disputes arising from this contract is the Provider's registered office, provided that the Customer is a merchant or a legal entity under public law.

Annex: record of the anonymization of copies of infoBoard customer databases for support purposes

A copy of the database was created today. It was processed with an infoBoard anonymization program and now contains no personal data.

By signing, both parties confirm that the script was run and that a spot check showed employee names had been successfully anonymized.