§ 1 Scope of Application

(1) These Terms and Conditions contain the terms exclusively applicable between you, as a business, and us, DATAflor AG, unless 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 such an amendment within four weeks of receiving the notice, the amendments shall be deemed accepted by you. In the event of an amendment to these Terms and Conditions, we will separately inform you of your right to object to the new Terms and Conditions and the legal consequences of remaining silent.

§ 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 a data carrier, or as a download. In addition, updates and service packs will be made available to you via the version manager integrated into the software until a new version (upgrade) of the purchased version is released. If you have also purchased the required hardware (prerequisite: Hardware Service package), we will deliver it to your business premises as agreed. In this case, the provisions governing sales by mail apply to you as a business entity.

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

§ 3 Activation Codes and/or License Keys

(1) You agree to treat the activation codes and/or license keys as confidential and, in particular, not to make them accessible to third parties unless you have obtained our prior written consent to do so.

(2) If the activation codes and/or license keys are lost or if there are indications of unauthorized use by third parties, you agree to notify us immediately and to assist us in taking legal action against the unauthorized use of the software’s activation codes or license keys.

§ 4 Customer’s Rights of Use

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

(2) Under the contract between us, you acquire only non-exclusive rights of use to the extent of the licenses you have purchased. This may be a single-user license, a multi-client license, or a network license. Simultaneous use of the purchased software on multiple devices or by multiple users generally requires the purchase of a network license.

(3) With respect to the software’s content (text, graphics, symbols, etc.) and accompanying materials (worksheets, slides, etc.), we grant you only a right of use for your internal operations and communication with your customers (e.g., in quotes and planting proposals). Public use is not permitted.

(4) You acquire the license as part of the contract via the order confirmation and order acknowledgment. You may purchase a license with no time or geographical restrictions (purchase) or acquire a license for a specific period only (rental or subscription).

(5) If an upgrade to your operating system requires you, as a customer, to upgrade to a newer version of our products, the costs for this shall be borne by you. Likewise, you are responsible if you do not keep your system up to date so that the current version of your operating system—or at least the previous or prior version of the current version—with all currently available system updates is installed on all devices running Dataflor products.

(6) You are not permitted to reproduce, distribute, or publish the software or database products in any other way. You may, at most, create a backup copy for your own use solely for backup purposes. Other copies are not covered by the licenses offered.

(7) You are expressly not granted any right to modify, any right to partial use, or any authorization to alter (reverse engineering, decompilation, disassembly, or the like) the software products.

§ 5 Liability

(1) We are liable for willful misconduct and gross negligence. Furthermore, we are liable for the negligent breach of obligations whose fulfillment is essential for the proper performance of the contract, whose breach jeopardizes the achievement of the contract’s purpose, and on whose compliance you, as the customer, regularly rely. In the latter case, however, we are liable only for foreseeable damages typical for this type of contract. We are not liable for the slightly negligent breach of obligations other than those mentioned in the preceding sentences. The foregoing exclusions of liability do not apply in the event of injury to life, limb, or health. Liability under the Product Liability Act remains unaffected.

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

(3) You also agree, when using the download or data storage media, to check your equipment in advance to ensure it is free of errors and malfunctions, as well as viruses and malware.

(4) Liability for data loss is limited to the typical cost of recovery that would have been incurred had backup copies been created regularly and in accordance with the level of risk, for which you, as the customer, are personally responsible. We are not liable for any damages resulting from your, as the customer, interrupting or discontinuing the use of the programs. We recommend that you perform at least one daily data backup and store a weekly backup off-site.

§ 6 Warranty for Software and Goods

The warranty is excluded for business customers.

§ 7 Retention of Title

The goods remain our property until full payment has been made.

§ 8 Terms and Termination

(1) Licenses

a) Purchase of a License

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

b) License Rental

• The license rental is valid indefinitely unless terminated by you or us.
• When you purchase a time-limited license (software rental), the two service packages—Support Service and Upgrade Service (see B. Special Provisions)—are included in the rental price.
• The contract is concluded between us for at least one calendar half-year. The contract automatically renews for an additional calendar half-year unless it is terminated in writing with three months’ notice effective June 30 or December 31 of any given year.
• The half-year in which the contract is concluded (short 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 (time-limited right of use) of 30 days; you do not need to terminate the contract.

d) Service Contracts

• Service contracts are indefinite unless terminated by you or us.
• The contract is entered into between us for at least one calendar year. The contract is automatically renewed for an additional calendar year unless it is terminated in writing with three months’ notice effective at the end of a calendar year.
• The year in which the contract is concluded (partial year) is not taken into account.

e) Apps

• The license is valid indefinitely unless terminated by you or us.
• The contract may be terminated in writing with three months’ notice effective March 31 or September 30. Termination may only be effected through the Mobility Manager; verbal termination or other forms of termination are not valid.

(2) Versions with Third-Party Base Technology

(1) Some of our software’s functions 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—regardless of the terms mentioned above—with three months’ notice, provided it is a fixed-term contract such as our software rental agreement or service contract.

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

§ 9 Conclusion of the 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 mail after you contact us. For training and services, this may also be provided verbally.

(2) As a customer who has purchased a service package with an upgrade service, you can order our apps within the “Mobility Manager” module of the Dataflor software’s BUSINESS program. You cannot correct the order details you entered after submitting your order. By clicking the button to complete the subscription, you are placing a binding order for the apps. As confirmation, you will receive an order confirmation, which also serves as the contract confirmation.

(3) The contract between us is concluded upon issuance of the order confirmation. Along with the order confirmation, we will send you the contract text, the order details, and our Terms and Conditions. You can also view the Terms and Conditions on our website at any time. We store the contract text (offer and order confirmation); you may request 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, Terms of Payment

(1) Prices

Prices are determined in accordance with the quote and/or order confirmation that we have agreed upon in each case.

(2) Due Date of Purchase Price

The purchase price is due immediately upon invoicing, unless we have agreed otherwise.

(3) Term Contracts (Rental, Service, Apps, etc.)

(i) Unless otherwise agreed, for term contracts—with the exception of apps—the agreed-upon compensation is due as a semi-annual lump sum payable in advance for 6 months. Unless otherwise agreed, the billing period is the period from January 1 through June 30 and from July 1 through December 31 of each calendar year. Invoices are issued in January and July of each year, respectively. If the contract term does not begin on January 1 or July 1, the fee for the period from the start of the contract until the following June 30 or December 31 becomes due and payable.

(ii) Unless otherwise agreed, the agreed-upon compensation for the apps is due as a quarterly lump sum, payable in advance for 3 months. The billing period is the quarter of the calendar year. Invoices are issued in January, April, July, and October of each year, respectively. If the contract term does not begin at the start of a quarter, we will not bill you for the period from the contract start date until the beginning of the next quarter; this period is free of charge for you.

(iii)

• We are entitled, at our reasonable discretion, to adjust the prices payable under your contract in line with changes in the costs that are relevant to price calculation.
• A price increase may be considered, and a price reduction must be applied if, for example, labor and non-wage labor costs for employees increase or decrease due to statutory requirements, or increase in line with wage increases under the TVöD-SuE or for the purpose of offsetting inflation, or if rent or operating costs for our own or leased premises increase or decrease. Increases in a particular cost category may only be used to justify a price increase to the extent that they are not offset by any decreases in costs in other areas. In the event of cost reductions, prices shall 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 select the respective dates for price changes in such a way that cost reductions are not accounted for under terms less favorable to customers than those applied to cost increases; in other words, cost reductions will be reflected in prices to at least the same extent as cost increases.
• Price changes pursuant to this provision of the General Terms and Conditions ((3) (iii)) are only permitted at the beginning of a new calendar year, i.e., on January 1 of each year. We will notify you of the change in writing at least 6 weeks before it is scheduled to take effect. In the event of a price change, you, as the customer, have the right to terminate the contract in writing without observing a notice period, effective as of the date the change takes effect. We will specifically inform you of this in the price change notice. In all other respects, § 315 of the German Civil Code (BGB) remains unaffected. In particular, you have the option of having future price adjustments reviewed by a court for reasonableness in accordance with § 315(3) BGB.

§ 11 Right of Retention and Set-off

(1) As a business owner, you have no right of retention.

(2) You may set off your claims against our claims only if such set-off is based on undisputed or legally enforceable claims.

(3) If you fail to pay amounts due despite three written reminders setting a deadline, we expressly reserve the right to withhold services subject to a fee.

§ 12 Confidentiality and Data Protection

(1) We undertake to treat all of your confidential information and trade secrets that come to our attention in connection with this contract—in particular during installation or support—as strictly confidential and to maintain silence regarding them, even beyond the term of the contract.

(2) If we, our employees, or our agents come into contact with confidential information, personal data of your customers, or trade secrets of your company, they are bound by a written confidentiality agreement, which we can provide to you upon request. This obligation shall continue even after the termination of the contract.

(3) The data collected during the ordering or registration of our product or at any other point will be used solely for the purpose of the contract in accordance with the Data Protection Act. In this regard, we also refer you to our Privacy Policy.

(4) The software and its associated services enable you to store your customers’ sensitive personal data. This is done locally on your systems and not on our servers. If you use the software covered by this contract or our company’s related services, you thereby become the data controller within the meaning of data protection laws and are personally responsible for protecting your customers’ data. You must independently obtain the necessary consent from your customers for the storage of their data. We are not responsible for the protection of your customers’ data.

(5) Our app services also do not store your customers’ data online. Our cloud service facilitates 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 data sets may not be readable by software products from other providers. Switching providers may result in you no longer being able to access your data.

§ 13 SEPA Direct Debit Mandate

A SEPA direct debit mandate is required for the collection of ongoing rent or service fees, as well as fees for app subscriptions. We will send you the corresponding form along with the offer or other relevant documents.

§ 14 Written Form

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

§ 15 Jurisdiction and Governing Law

(1) Our legal relationships arising from or in connection with this contract are governed exclusively by the laws of the Federal Republic of Germany, to the exclusion of the UN Convention on Contracts for the International Sale of Goods.

(2) The exclusive place of jurisdiction for all legal disputes with business entities arising out of or in connection with this contract is Göttingen; for copyright disputes, the exclusive place of jurisdiction is Braunschweig.

(3) The language of the contract—and thus also the language available for the conclusion of the contract—is German.

§ 16 Severability Clause

Should individual provisions of this contract be or become invalid or void in whole or in part, this shall not affect the validity of the contract as a whole. We, the parties, undertake to replace the invalid or void provision with another valid provision that most closely approximates the intended economic purpose.

The same applies in the event of a loophole.

§ 1 Subject Matter of the Contract

(1) Under a software service agreement, you have purchased a corresponding service package from us, as agreed in the service certificate.

(2) In the event of program enhancements, the service scope is extended to include such additions. The supplemental service certificates become an integral part of this contract.

(3) For service agreements entered into on or after August 2024, the scope of the software service agreement is determined by the scope of the license purchased. 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 Services

a) Support Hours for the Support Service

The online support service for our products is available on business days (except Saturdays) from at least 8:00 a.m. to 5:00 p.m. Support is not available on bridge days before or after federal holidays, nor during individual internal training sessions. We will inform you of this via our website.

The support process consists of the following steps:

b) Support Process

i) Step 1: Support Tool

First, use the support tool within the software to send us a screenshot so that the problem is documented in a way that is clear to us and can be addressed by our appropriate technical staff member. If the support tool is not available within the software, you can also send the error message via email to support@dataflor.de.

ii) Step 2: Contact from Our Support Team

Once we receive the error message, the appropriate member of our support team will contact you.

iii) Step 3: Online session

To resolve the issue, our support team will typically connect to your workstation 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) As the customer, you will perform the installation yourself, unless you have requested a paid installation service.

c) Most of our products include a version manager and a download manager. If the version manager is enabled, it will notify you of available updates (hotfixes and service packs) or upgrades (new program versions) so that you can download them for installation. If the Version Manager is activated, you agree that your Dataflor software product may check to see if an update or upgrade is available.

(3) Hardware Service in Addition to Online Support and Upgrade Service

Businesses can obtain the necessary hardware for our software products, as well as a service package for them, from us as part of the hardware service. The scope of the hardware is precisely defined in the service agreement between us.

a) Support Hours for Hardware Service

We provide technical staff and replacement parts for the systems defined in the service agreement Monday through Thursday from 8:30 a.m. to 4:30 p.m. and Friday from 8:30 a.m. to 2:30 p.m.

We guarantee a response time of five hours (up to 200 km) or ten hours (over 200 km) for malfunctions occurring during normal business hours. The response time is defined as the difference in hours between our receipt of a description of the defect from you (in writing or via email) and the arrival of a technician at your location.

b) Replacement Parts

Spare parts can only be provided until the end of the fifth year following 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 no later than five years after delivery.

c) Maintenance (Preventive Service)

To optimally maintain the functionality of all systems listed in the service agreement, we will perform preventive maintenance once a year according to a fixed service schedule. We will perform any necessary maintenance work to ensure proper functioning. The replacement of parts will be billed separately. We can no longer guarantee the replacement of parts after five years have elapsed since the delivery of the respective hardware.

d) Support/Remote Maintenance

To resolve most system issues, a support service for fault diagnosis via online conference call is also available. In such cases, we reserve the right to decide whether an on-site visit or a remote maintenance session is necessary.

e) Provision of Replacement Equipment

(1) We will provide replacement equipment on loan and free of charge, provided that no reasonable alternative solution (such as a temporary switch to comparable workstations or printers) is available to you. Making these replacement devices operational (installing system and application software, integrating them into the existing network, and covering the necessary travel expenses) is subject to a fee and will be billed based on actual costs.

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

(3) Replaced parts, insofar as they were removed as part of a repair replacement, become our property. Any disposal costs are your responsibility.

(4) The replacement of consumables (e.g., toner) and parts that have failed due to normal wear and tear is subject to a charge.

f) Repair (Emergency Service)

(1) For all devices listed on the service ticket, we will resolve malfunctions and replace defective components—provided replacement parts are available—to restore your devices to working order.

(2) Defective components (with the exception of replacement parts) will be replaced free of charge. The labor time required for this, as well as the necessary travel expenses, will be billed. We can only guarantee the replacement of defective components and the delivery of replacement parts for up to five years after the delivery of the relevant hardware to you.

g) Warranty for Hardware Service

The warranty for hardware is excluded for business customers. Hardware is not supplied to consumers.

§ 3 Customer’s Obligations to Cooperate

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

(2) You agree to assist us with all work and, in particular, to ensure that trained personnel are available who are familiar with the software you use and your workflows. Please designate an employee trained by us at the installation site as the point of contact.

(3) To perform the services, you grant us unrestricted access to the equipment.

(4) You are obligated, to the extent reasonably possible, to take the necessary measures to identify, isolate, and document any problems or defects. This includes preparing defect reports, providing the relevant data, computer time, test results, or other appropriate documentation.

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

§ 1 Scope, 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 may 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, not even in anonymized form; the Customer is, in the relationship between the parties, the sole owner of the Customer Content and all rights to the Customer Content.

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

2.3 Dataflor makes the cloud application available to the Customer at the handover point with an annual availability of 90.0%.

2.4 The Customer will be informed via Dataflor’s electronic information channels about further developments, bug fixes, and new features.

2.5 The cloud application will not be installed on the Customer’s hardware.

§ 3 Compensation, Payment Terms, Price Adjustments

3.1 The Customer shall pay the amounts specified in the contract, plus applicable sales tax, for the provision of the cloud application and the granting of rights of use to the cloud application. Dataflor will process billing through a payment service provider. There are various pricing models with different scopes of service and usage periods.

3.2 All amounts are due immediately in case of doubt; if expressly agreed, they are due on the agreed date. Default occurs if payment is not made within 30 days of the due date and receipt of the invoice. In the event of late payment, Dataflor will charge statutory late payment interest and may also deactivate access to the cloud application.

3.3 The customer may only set off claims that are undisputed or have been legally established. The customer is entitled to assert a right of retention only on the basis of counterclaims arising from the same contractual relationship.

3.4 Dataflor is entitled to unilaterally adjust all prices at its reasonable discretion (Section 315(3) of the German Civil Code (BGB)), taking into account general cost trends (e.g., due to changes in material and personnel costs or data center costs). Dataflor will notify the customer in writing of any changes to the price list no later than 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 such actions as if they were its own. The customer must inform its employees of their rights and obligations prior to their first use of the Cloud & SaaS products and require them to comply with any terms of use applicable to the Cloud & SaaS products.

4.2 Through links or features 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 features 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 to store their data in the cloud application, which they can access in connection with the use of the provided cloud application. Dataflor is only obligated to provide storage space (data volume) to the agreed-upon extent for the Customer’s use. Dataflor has no duty of safekeeping or custody with respect to the data transmitted and processed by the customer. The customer is solely responsible for complying with the retention periods under commercial and tax law.

§ 6 Processing of Personal Data

6.1 If the Customer processes personal data within the scope of this contractual relationship, the Customer is solely responsible for complying with data protection regulations. A corresponding agreement on data processing pursuant to Art. 28 of the GDPR is contained in the “Data Processing Agreement,” which is accepted by the Customer upon use of our products.

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

§ 7 Data Disclosure and Deletion

7.1 The customer may modify, delete, or download their document data stored in the cloud application at any time. The customer agrees to download their stored document data or make copies thereof immediately prior to the termination of the contractual relationship. The customer must ensure that the data they have backed up themselves is legible and complete. Upon the customer’s request, Dataflor will offer the customer a paid export of metadata/metainformation.

7.2 Dataflor will permanently—that is, irretrievably—delete the Customer’s data stored in the cloud application six months after the termination of the contract. Dataflor will carry out this deletion regardless of the quality, nature, value, or significance of this data to the Customer. However, if the customer’s data is still present in backups that Dataflor performs on a regular basis, Dataflor is not obligated to purge the backups accordingly.

§ 8 Data Backup and Data Storage by Dataflor

8.1 Dataflor creates daily backups of the cloud data in order to be able to restore the system 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 to be stored by Dataflor on the customer’s behalf, to the extent necessary to provide the services owed under this contract (in particular for data security purposes). To resolve malfunctions, Dataflor is entitled to make changes to the structure of the data or the data format.

§ 9 Material and Legal Defects

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

9.2 After the cloud application has been made available to the customer, the customer shall examine the cloud application for completeness and basic accessibility and usability and shall promptly 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; the defect is also deemed remedied if Dataflor provides the Customer with reasonable options to avoid the effects of the defect. In the case of legal defects, Dataflor shall, at its discretion, provide the Customer with a legally sound means of using the cloud application or an equivalent software that has been replaced or modified.

9.4 Dataflor shall be liable for defects in the cloud application that already existed at the time it was provided to the customer only if Dataflor is responsible for such defects.

9.5 The customer is obligated to accept a new software version—in particular one updated by Dataflor as part of the rectification of defects—if the scope of functionality specified in the contract is maintained and the acceptance does not result in significant disadvantages for the customer. Updates to remedy defects are provided to the customer free of charge.

9.6 The customer may terminate the contract on the grounds of failure to provide the contractual use only after Dataflor has been given sufficient opportunity to remedy the defect and such remedy has definitively failed, which is presumed to be the case at the earliest after two unsuccessful attempts to resolve 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 bill the customer for the expenses incurred in connection with the analysis and other processing in accordance with Dataflor’s current price list for services.

9.8 If third parties assert claims that prevent the customer from exercising the rights of use granted to it under the contract, the customer shall notify Dataflor immediately in writing and in full detail and, to the extent possible, allow Dataflor to handle the defense against such claims. Dataflor is obligated to defend against such claims at its own expense and to indemnify the customer for all costs and damages associated with such defense, provided that these do not result from 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 deemed force majeure in this context:

10.1.1 Events for which the contracting party is not responsible, such as earthquakes, fires, explosions, floods, etc.

10.1.2 War, blockade, embargo, etc.

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

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

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

§ 11 Term of the Contract

11.1 The contract is for a fixed term, calculated from the date of conclusion of the contract. The contractual relationship may be terminated by the customer without notice at the end of the current billing period and by Dataflor. The customer must initiate the termination independently in the administration area. In addition, there are also software packages that may have a built-in time limit and then expire automatically (e.g., after three months).

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

§ 1 Scope of Application

(1) These Terms and Conditions contain the terms and conditions exclusively applicable between you, as a business entity, and us, DATAflor AG, unless otherwise modified by written agreements between us.

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

§ 2 Delivery of Products

(1) We will provide you, as the customer, with one copy each of the software and database products in digital form, on a data carrier, or as a download. In addition, hotfixes and service packs will be made available to you via the Update Manager integrated into the software until a new version (upgrade) of the purchased version is released. If you have also purchased the required hardware (prerequisite: Hardware Service package), we will deliver it to your business premises as agreed. In this case, the provisions governing sales by mail apply to you as a business entity.

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

§ 3 Activation Codes and/or License Keys

(1) You agree to treat the activation codes and/or license keys as confidential and, in particular, not to make them accessible to third parties unless you have obtained our prior written consent to do so.

(2) If the activation codes and/or license keys are lost or there are indications of unauthorized use by third parties, you agree to notify us immediately and to assist us in taking legal action against the unauthorized use of the software’s activation codes or license keys.

§ 4 Customer’s Rights of Use

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

(2) Under the contract between us, you acquire only non-exclusive rights of use to the extent of the licenses you have purchased. This may be a single-user license, a multi-tenant license, or a network license. Simultaneous use of the purchased software on multiple devices or by multiple users generally requires the purchase of a network license.

(3) With regard to the software’s content (text, graphics, symbols, etc.) and accompanying materials (worksheets, slides, etc.), we grant you only a right of use for your internal operations and communication with your customers (e.g., in quotes and planting suggestions). Public use is not permitted.

(4) You acquire the license as part of the contract via the order confirmation and order acceptance. You may purchase a license with no time or geographical restrictions (purchase) or acquire a license for a specific period only (rental).

(5) If an upgrade to your operating system requires you, as a customer, to upgrade to a newer version of our products, the cost of this upgrade is your responsibility. Likewise, you are responsible if you do not keep your system up to date so that the current version of your operating system—or at least the previous or prior-to-previous version of the current version—is installed on all devices running Dataflor products, along with all currently available system updates.

(6) You are not permitted to reproduce, distribute, or otherwise publish the software or database products. You may, at most, create a backup copy for your own use solely for backup purposes. Other copies are not covered by the licenses offered.

(7) You are expressly not granted any right to modify, any right to partial use, or any authorization to alter (reverse engineering, decompilation, disassembly, or the like) the software products.

§ 5 Liability

(1) We are liable for willful misconduct and gross negligence. Furthermore, we are liable for the negligent breach of obligations whose fulfillment is essential for the proper performance of the contract, whose breach jeopardizes the achievement of the contract’s purpose, and on whose compliance you, as the customer, regularly rely. In the latter case, however, we are liable only for foreseeable damages typical for this type of contract. We are not liable for the slightly negligent breach of obligations other than those mentioned in the preceding sentences. The foregoing exclusions of liability do not apply in cases of injury to life, body, or health. Liability under the Product Liability Act remains unaffected.

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

(3) You also agree, when using the download or data storage media, to check your equipment in advance for errors, malfunctions, viruses, and malware.

(4) Liability for data loss is limited to the typical cost of recovery that would have been incurred had backup copies been created regularly and in accordance with the level of risk, for which you, as the customer, are personally responsible. We are not liable for damages resulting from your, as the customer, interrupting or discontinuing the use of the programs. We recommend that you perform at least one daily data backup and store a weekly backup off-site.

§ 6 Warranty for Software and Goods

The warranty is excluded for business customers.

§ 7 Retention of Title

The goods remain our property until full payment has been made.

§ 8 Terms and Termination

(1) Licenses

a) Purchase of a License

The license is valid indefinitely or for the specifically agreed-upon period.

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

b) License Rental

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

When you purchase a time-limited license (software rental), the two service packages—Support Service and Upgrade Service (see B. Special Provisions)—are included in the rental price.

The contract is concluded between us for a minimum of one calendar half-year. The contract is automatically extended for another calendar half-year unless it is terminated in writing with three months’ notice effective June 30 or December 31 of any given year.

The half-year in which the contract is concluded (short 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 (time-limited right of use) of 30 days; you do not need to terminate the contract.

d) Service Agreements

Service contracts are valid for an indefinite term unless terminated by you or us.

The contract is concluded between us for at least one calendar year. The contract is automatically renewed for another calendar year unless it is terminated in writing with three months’ notice effective at the end of a calendar year.

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

e) Apps

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

The contract may be terminated in writing with three months’ notice effective March 31 or September 30. Termination may only be effected through the Mobility Manager; verbal termination or other forms of termination are not valid.

(2) Versions with Third-Party Base Technology

(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, regardless of the terms mentioned above, provided that the contract is a fixed-term agreement, such as our software rental agreement or service contract.

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

§ 9 Conclusion of the 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, fax, or mail after you contact us. For training and services, this may also be provided verbally.

(2) As a customer who has purchased a service package with an upgrade service, you can order our apps within the “Mobility Manager” module of the Dataflor software’s BUSINESS program. You cannot correct the order details you have entered after submitting your order. By clicking the button to complete the subscription, you are placing a binding order for the apps. You will receive an order confirmation, which also serves as the contract confirmation.

(3) The contract between us is concluded upon issuance of the order confirmation. Along with the order confirmation, we will send you the contract text, the order details, and our Terms and Conditions. You can also view the Terms and Conditions on our website at any time. We save the contract text (offer and order confirmation); you may request 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, Terms of Payment

(1) Prices

Prices are determined in accordance with the quote and/or order confirmation that we have agreed upon in each case.

(2) Due Date of Purchase Price

The purchase price is due immediately upon issuance of the invoice, unless we have agreed otherwise.

(3) Term Contracts (Rent, Services, Apps, etc.)

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

(ii) Unless otherwise agreed, the agreed-upon compensation for the apps is due as a quarterly lump sum, payable 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, respectively. If the contract term does not begin at the start of a quarter, we will not bill you for the period from the start of the contract until the beginning of the next quarter; rather, this period is free of charge for you.

(iii)

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

A price increase may be considered, and a price reduction must be applied if, for example, labor and non-wage labor costs for employees increase or decrease due to legal requirements, or increase in line with wage increases under the TVöD-SuE or for the purpose of offsetting inflation, or if rent or operating costs for our own or leased premises increase or decrease. Increases in a particular cost category may only be used to justify a price increase to the extent that they are not offset by any decreases in costs in other areas. In the event of cost reductions, prices shall 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 price changes so that cost reductions are not accounted for under terms less favorable to customers than those applied to cost increases; in other words, cost reductions will be reflected in prices to at least the same extent as cost increases.

Price changes pursuant to this provision of the General Terms and Conditions ((3) (iii)) are only permitted at the beginning of a new calendar year, i.e., on January 1 of each year. We will notify you of the change in writing at least six weeks before it is scheduled to take effect. In the event of a price change, you, as the customer, have the right to terminate the contract in writing without notice as of the effective date of the change. We will specifically inform you of this in the price change notice. In all other respects, § 315 of the German Civil Code (BGB) remains unaffected. In particular, you have the option of having future price adjustments reviewed by a court for reasonableness in accordance with § 315(3) BGB.

§ 11 Right of Retention and Set-off

(1) As a business owner, you are not entitled to a right of retention.

(2) You may only set off your claims against our claims if such set-off is based on undisputed or legally enforceable claims.

(3) Should you fail to pay amounts due despite three written reminders setting a deadline, we expressly reserve the right to withhold services subject to a fee.

§ 12 Confidentiality and Data Protection

(1) We undertake to you to treat all confidential information and trade secrets of yours that come to our knowledge within the scope of the contract—in particular during installation or support—as strictly confidential and to maintain silence regarding them, even beyond the term of the contract.

(2) If we, our employees, or our agents come into contact with confidential information, personal data of your customers, or trade secrets of your company, they are bound by a written confidentiality agreement, which we can provide to you upon request. This obligation shall continue even after the termination of the contract.

(3) The data collected during the ordering or registration of our product or at any other point will be used solely for the purpose of the contract in accordance with the Data Protection Act. In this regard, we also refer you to our Privacy Policy.

(4) The software and associated services allow you to store your customers’ sensitive personal data. This is stored locally on your systems and not on our servers. If you use the software covered by this contract or the related services provided by our company, you thereby become the data controller as defined by data protection laws and are personally responsible for protecting your customers’ data. You must independently obtain the necessary consent from your customers for the storage of their data. We are not responsible for the protection of your customers’ data.

(5) Our app services also do not store your customers’ data online. Our cloud service facilitates 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 data sets may not be readable by software products from other providers. Switching providers may result in you no longer being able to access your data.

§ 13 SEPA Direct Debit Mandate

A SEPA direct debit mandate is required for the collection of ongoing rent or service fees, as well as fees for app subscriptions. We will send you the corresponding form along with the offer or other relevant documents.

§ 14 Written Form

Any amendments or additions to the contract between us must be in writing to be effective. This also applies to the revocation, amendment, or addition of this written form clause.

§ 15 Jurisdiction and Governing Law

(1) Our legal relationships arising from or in connection with this contract are governed exclusively by the laws of the Federal Republic of Germany, to the exclusion of the UN Convention on Contracts for the International Sale of Goods.

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

(3) The language of the contract—and thus also the language available for the conclusion of the contract—is German.

§ 16 Severability Clause

Should individual provisions of this contract be or become invalid or void, in whole or in part, this shall not affect the validity of the contract as a whole. We, the parties, undertake to replace the invalid or void provision with another valid provision that most closely approximates the intended economic purpose. The same applies in the event of a loophole.

§ 1 Subject Matter of the Contract

(1) Under a software service agreement, you have purchased a corresponding service package from us, as agreed in the service voucher.

(2) In the event of program enhancements, the service coverage is extended to include the additions. The supplemental service certificates become an integral part of this contract.

(3) For service agreements entered into on or after August 2024, the scope of the software service agreement is determined by the scope of the license purchased. Service certificates will no longer be issued separately. You can view the current scope of your license at any time in the Dataflor BUSINESS program under … or request it via the Dataflor Support Tool.

§ 2 Service Packages

(1) Support Services

a) Support Hours for the Support Service

The online support service for our products is available to you on business days (excluding Saturdays) from at least 8:00 a.m. to 5:00 p.m.

The support process consists of the following steps:

b) Support Process

i) Step 1: Support Tool

First, use the support tool within the software to send us a screenshot so that the problem is documented in a way that is clear to us and can be addressed by our appropriate technical support staff. If the support tool is not available within the software, you can also send the error message via email to support@dataflor.de.

ii) Step 2: Contact from Our Support Team

Once we receive the error message, our designated support representative will contact you.

iii) Step 3: Online session

To resolve the issue, our support team will typically connect to your workstation 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) As the customer, you will perform the installation yourself, unless you have requested a paid installation service.

c) Most of our products include a built-in Update Manager and Download Manager. If the Update Manager is enabled, it will notify you of available updates (hotfixes and service packs) or upgrades (new program versions) so that you can download them for installation. If the Update Manager is activated, you agree that your Dataflor software product may check whether an update or upgrade is available.

(3) Hardware Service in Addition to Online Support and Upgrade Service

As part of the hardware service, businesses can obtain from us the hardware required for our software products as well as a service package for them. The scope of the hardware is precisely defined in the service agreement between us.

a) Support Hours for Hardware Service

We provide technical staff and replacement parts for the systems defined in the service agreement Monday through Thursday from 8:30 a.m. to 4:30 p.m. and Friday from 8:30 a.m. to 2:30 p.m.

We guarantee a response time of five hours (up to 200 km) or ten hours (over 200 km) for malfunctions occurring during normal business hours. The response time is defined as the difference in hours between our receipt of a description of the defect from you (in writing, by fax, or by email) and the arrival of a technician at your location.

b) Replacement Parts

Spare parts can only be provided until the end of the fifth year following 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 no later than five years after delivery.

c) Maintenance (Preventive Service)

To optimally maintain the functionality of all systems listed in the service agreement, we will perform preventive maintenance once a year according to a fixed service schedule. We will perform any necessary work to maintain functionality. The replacement of parts will be billed separately. The replacement of parts can no longer be guaranteed after five years from the delivery of the respective hardware.

d) Support/Remote Maintenance

To resolve most system issues, a support service for fault diagnosis via online conference call is also available. In such cases, we reserve the right to decide whether an on-site visit or a remote maintenance session is necessary.

e) Provision of Replacement Equipment

(1) We will provide replacement equipment on loan and free of charge, provided that no reasonable alternative solution (such as a temporary switch to comparable workstations or printers) is available to you. Making these replacement devices operational (installing system and application software, integrating them into the existing network, and covering the necessary travel expenses) is subject to a fee and will be billed based on actual costs.

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

(3) Replaced parts, insofar as they were removed as part of a repair replacement, become our property. Any disposal costs are your responsibility.

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

f) Repair (Emergency Service)

(1) For all devices listed on the service ticket, we will resolve malfunctions and replace defective components—provided replacement parts are available—to restore your devices to operational readiness.

(2) Defective components (with the exception of replacement parts) will be replaced free of charge. The labor time required for this, as well as the necessary travel expenses, will be billed. We can only guarantee the replacement of defective components and the delivery of replacement parts for up to five years after delivery of the relevant hardware to you.

g) Warranty for Hardware Service

The warranty for hardware is excluded for business customers. Hardware is not supplied to consumers.

§ 3 Customer’s Obligations to Cooperate

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

(2) You agree to assist us with all work and, in particular, to ensure that trained personnel are available who are familiar with the software you use and your workflows. Please designate an employee trained by us at the installation site as the point of contact.

(3) To perform the services, you grant us unrestricted access to the equipment.

(4) You are obligated, to the extent reasonably possible, to take the necessary measures to identify, isolate, and document any problems or defects. This includes preparing defect reports, providing the relevant data, computer time, test results, or other appropriate documentation.