Terms of Service
Note: The terms of service have been automatically translated for your convenience. Only the original German version is legally binding.
§ 1 Field of application
(1) The following General Terms and Conditions are an integral part of all contracts (in written as well as electronic form) between edelsprint UG (haftungsbeschränkt), Technologiepark 8, 33100 Paderborn, Germany (hereinafter referred to as “edelsprint” or “Supplier”) and the customer, in particular those concluded via the platform www.edelsprint.com and/or via commissioned services, such as in particular consulting services, as well as the provision of support services and work services by edelsprint.
(3) Customers within the meaning of the present regulations are exclusively entrepreneurs.
§ 2 Confidentiality
(1) “Confidential Information” shall mean all information and documents, including contractual documents, which are either marked as confidential or whose confidentiality results from the circumstances or their nature.
(2) Information shall not be deemed to be Confidential Information if it was known to the receiving Party before it received it from the other Party under this Agreement or if the receiving Party developed it independently without recourse to confidential information of the other Party or if the receiving Party obtained it from a third party which is not bound by any restrictions with respect to the use and disclosure of such information or if it is or becomes generally known without any fault or action on the part of the receiving Party or if a Party has excluded such information from confidentiality vis-à-vis the receiving Party by written declaration.
(3) The contracting parties shall treat as confidential all confidential information which one contracting party communicates to the other contracting party under this Agreement or which it receives from the other contracting party and shall use such information exclusively for the purpose of rendering services. The contractually agreed rights of use shall remain unaffected.
§ 3 Liability
(1) edelsprint’s liability to the customer for damages to legal interests other than life, body or health is excluded, unless the damages are due to intentional or grossly negligent conduct on the part of edelsprint, one of its legal representatives or one of its vicarious agents, or the conduct is not a breach of material contractual obligations. Essential contractual obligations are those obligations whose fulfilment makes the proper execution of the contract possible in the first place and on whose compliance the customer may regularly rely. The above-mentioned exclusions and limitations of liability do not apply in the case of edelsprint’s assumption of explicit guarantees or in the case of claims due to the lack of warranted characteristics or insofar as claims under the Product Liability Act are affected.
(2) With regard to the recovery of data, edelsprint is only liable to the extent that the customer has taken all necessary and reasonable data backup precautions and ensured that the data can be reconstructed with reasonable effort from data material that is provided in machine-readable form.
(3) The customer indemnifies edelsprint from all claims, including claims for damages, which third parties assert against edelsprint due to an infringement of their rights by the unauthorized use of edelsprint services culpably caused by the customer. The customer assumes all reasonable costs incurred by edelsprint due to this violation of third party rights, including reasonable costs incurred for legal defense. All further rights and claims for damages of edelsprint remain unaffected. The customer will inform edelsprint from the time of knowledge of the assertion of claims by third parties with regard to the agreed upon services.
(4) In the event of justified claims by third parties in accordance with number A § 3 (3), the customer will no longer use the services in question.
§ 4 Other regulations
(2) The Provider is entitled to adjust the respective agreed price list to changing market conditions at most once per quarter, in the event of significant changes in procurement costs, changes in value added tax or procurement prices. In the case of price increases which significantly exceed the regular increase in the cost of living, the customer has the right to terminate the contract. This is communicated to it by the offerer in these cases in text form.
(3) The relations between the contracting parties shall be governed by the law applicable in the Federal Republic of Germany, excluding the United Nations Convention on Contracts for the International Sale of Goods (CISG).
(4) The place of jurisdiction for this contractual relationship is the registered office of the supplier.
(5) The contractual language is German.
(6) Unless otherwise agreed in individual cases, additional services shall be remunerated on an hourly rate of EUR 150. Invoicing shall take place at the end of each calendar month.
B. SaaS services via edelsprint.com
§ 1 Subject matter of contract, conclusion of contract
(1) edelsprint offers the customer an online software solution for a contract period that makes it easier for the customer to organize projects. edelsprint also provides storage space for the data and content entered by the customer in the software solution. A transfer of the platform software is not part of the contract.
(2) When registering via the provider’s platform, the customer initially has a test period of 14 days during which he can check the software for its usability for his purposes. This represents the trial access version to the platform software edelsprint with a limited period of use.
(3) The provider offers the customer for unlimited use according to § 1 the granting of a further right of use of the software with costs. For this purpose, the customer can select the further chargeable offer versions of the provider after his registration on the platform.
(4) The customer can choose between different offer versions of edelsprint, which include different scopes of use and functions of the software solution. Depending on the offer version, the customer can maintain a contractually agreed number of users under his account for the software.
(5) The offers presented on the platform of edelsprint represent a non-binding offer in the legal sense. By placing an order via the platform, the customer bindingly declares his contractual offer. Input errors can be corrected during the ordering process before sending the order using the usual keyboard and mouse functions. Confirmation of the receipt of the order is made immediately. The offerer can accept the offer by sending the customer a
- a written order confirmation or an order confirmation in text form (e-mail), whereby the receipt of the order confirmation by the customer is decisive,
- the service,
- after submission of his order for payment.
A request for payment shall also be made when the bank data is communicated to the customer or when the customer is forwarded to a payment service provider. If several of the aforementioned alternatives are available, the contract shall be concluded at the point in time when one of the aforementioned alternatives for acceptance occurs first.
(6) The text of the contract will not be stored by edelsprint.
(7) A contract is concluded as follows by placing an order by e-mail, fax or telephone: By placing an order, the customer declares his interest in the contract or his binding offer of a contract without obligation.
(7.1) Interest in the contract: The customer’s order by the means mentioned in section (7) represents a non-binding offer by the customer to edelsprint to conclude a contract for the service described in the order. Upon receipt of the order, edelsprint will, at its discretion, send the customer a message confirming the receipt of the order and listing its details (order confirmation) and containing the general terms and conditions. This order confirmation represents a binding offer to the customer. Acceptance is either explicitly declared by the customer or is made at the latest upon payment for the service within 14 days of receipt of the offer. The offer submitted by edelsprint is valid for a period of 14 days after receipt by the customer.
(7.2) Contract Offer: The customer must provide complete and correct contractual data requested by edelsprint in the registration form for the customer login or by other means, if and to the extent that this data is not marked as voluntary information. The indication of artist names, pseudonyms or other fantasy names in the context of the personal name query is not permitted. It is also forbidden to give foreign or otherwise incorrect information when ordering. If the collected data changes after the order, the customer is obliged to update his profile immediately or to transmit the changed data to edelsprint in another way.
(8) The customer can also expressly declare his contractual offer binding in his order. edelsprint will send the customer a confirmation of receipt of his order at its discretion. Acceptance is either expressly declared by edelsprint within two days or takes place with a request for payment or service provision.
(9) The customer must keep his password for the customer login secret and carefully secure access to his customer account. The customer is obligated to inform edelsprint immediately if there are any indications that a customer account has been misused by third parties.
(10) The supplier has the right to interrupt the permanent use of the customer account due to maintenance work and other important reasons, provided that he informs the customer in advance and in a reasonable time. In urgent cases, the advance notification is dispensable.
§ 2 Copyright and right of use
(1) The copyright and exclusive right of use for published objects created by edelsprint (eldesprint software including interfaces, Internet pages, scripts, programs, graphics) remains solely with edelsprint.
(2) Upon registration and upon conclusion of the contract for the provision of the software, the customer receives a simple, spatially unlimited right to use the platform according to the scope agreed upon in the contract for exclusively own purposes for the duration of the contract. In the case of free trial access to the software, use is limited to 14 days from registration. The chargeable version depends on the further offer chosen by the customer. No further rights, in particular for duplication beyond the extent necessary for use in accordance with the contract, are granted. Any rights arising from §§ 69 d para. 2 and 3, 69 e UrhG (German Copyright Act) shall remain unaffected.
(3) Reproduction or use of elements of the platform in other electronic or printed publications, in particular on other Internet sites, is not permitted without the express consent of edelsprint. The comprehensive copyright with all powers according to § 12 to § 27 UrhG on all documents, information and contractual objects created in the course of the contract initiation and including warranty and maintenance is exclusively entitled to edelsprint, unless otherwise agreed in writing.
(4) The customer grants edelsprint, with regard to its logo and any materials and content made available to edelsprint for this purpose, a simple right of use for advertising and marketing purposes for and on the communication platform, and in particular for permanent use and storage on the communication platform. The customer can revoke this right of use by notification in text form.
§ 3 Performance of the service, responsibility
(1) edelsprint offers the technical possibility to manage and organize projects with the provision of the online platform.
(2) The customer is responsible for ensuring that any content he may provide for the software or for the projects he creates with the software solution is completely free of third-party rights and is also legally suitable for these uses and may be made available. The same applies to data and content that the customer transmits via the interfaces on his own responsibility.
(3) The customer indemnifies edelsprint from all claims, including claims for damages, that third parties assert against edelsprint due to an infringement of their rights by the content used and transmitted by the customer with edelsprint’s software solution. The customer assumes all reasonable costs incurred by edelsprint due to this violation of third party rights, including reasonable costs incurred for legal defense. All further rights and claims for damages by edelsprint remain unaffected.
(4) If edelsprint has reasonable grounds to suspect that the customer’s use violates the Terms and Conditions of Use, legal provisions or the rights of third parties, edelsprint may block the relevant use or access to the Software after informing the customer in advance and with reference to the suspicion and without this entailing any obligations for edelsprint.
(5) edelsprint has the right to technically process, prepare and adapt offers and functional contents of the software solution in such a way that they can also be displayed on mobile devices or software applications of third parties. edelsprint reserves the right to supplement the software solution with additional interfaces and to improve technical functions at its own discretion in the future. Likewise, functions can be removed at edelsprint’s discretion, if this only means a minor change in performance and no change in the agreed upon overall functionality. If justified interests of the customer can be adversely affected by a change in service (e.g., in the case of a significant change in service to the disadvantage of the customer), edelsprint will notify the customer of this change in service in writing or electronically before it takes effect and in this notification, edelsprint will point out to the customer its special right of termination regulated below and the consequences of not exercising the right of termination. In this case, the customer has the right to terminate the contract prematurely with a notice period of 14 days to the date on which the change takes effect (special right of termination).
(6) If legal declarations are made by the customer within the software solution, edelsprint will only provide the technical presentation or, if applicable, transmission. The customer is responsible for the completeness, correctness and effectiveness of the content.
(7) The customer assures that he/she is running a trade or acting like a businessman in legal relations and/or being treated as such (e.g. freelancer).
(8) The customer must inform edelsprint immediately of any disruptions to the platform and support edelsprint to a reasonable extent in determining the disruption and its causes and in remedying it.
(9) edelsprint provides the customer with the platform and the software with an availability of 99.9%. The availability refers to the average availability of the software during the operating time of each calendar month. edelsprint reserves the right to interrupt the service provision in order to carry out scheduled maintenance work as well as unscheduled maintenance work in case of emergency (the maintenance windows). The times of the maintenance windows do not count as operating times in the sense of the above regulations. edelsprint will give the customer seven (7) days’ notice of scheduled maintenance windows. Unscheduled maintenance windows will be announced to the customer by edelsprint as far as possible and reasonable in advance. Further temporary interruptions of operation due to disruptions of the Internet at third-party providers or at third-party network operators as well as in case of force majeure will not be considered either.
§ 4 Obligations of the customer from other contractual relationships
(1) The customer himself is responsible for archiving documents and information created and viewable with the software solution, which he requires for purposes of preservation of evidence, accounting, etc., on a storage medium independent of the platform.
(2) The customer is obligated to create his projects on his own responsibility and is liable for the corresponding legal information and labeling obligations as well as any statements of his project documents and content presentation and he is responsible for the proper administration of these in accordance with his own contractual relationships with his customers.
§ 5 Terms of payment
(1) The use of the software solution is subject to a fee after the test access and a remuneration is agreed upon depending on the choice of offer.
(2) Payment is made in advance for the payment period.
(3) In the event of default of payment by the customer, edelsprint is entitled to block the services provided at the customer’s expense. In this case, the customer remains obligated to pay the remuneration.
(4) If the customer is in arrears with the payment of the remuneration, or a predominant part thereof, a) for two consecutive billing periods, or b) in a period that extends over several months, with the payment of the remuneration in an amount that reaches the monthly remuneration amount for two months, edelsprint can terminate the contractual relationship without notice. edelsprint reserves the right to assert further claims due to delayed payment.
(5) In addition, for contractual relationships in which the customer has committed to pay a monthly remuneration, edelsprint is entitled, in the event of termination, to demand lump-sum damages from the customer in the amount of 50% of the monthly remuneration that would have been payable until the end of the minimum contract term. This does not apply, if the customer proves that no damage was caused or the actual damage caused is significantly less than the lump sum.
§ 6 Data protection
edelsprint commits itself to observe the legal provisions on data protection. The customer is responsible for the processing and storage of the personal data entered by him with the software solution and transmitted to third parties within the framework of a data protection officer. The software solution serves as a technical support, an independent processing of this data by edelsprint without instructions does not occur.
§ 7 Duration
(1) Unless otherwise agreed in individual cases, the customer contract shall end after the 14-day test period. If a chargeable assignment exists, the contract has an indefinite term and can be terminated by either party with one month’s notice to the end of each calendar month.
(2) The right of the contracting parties to terminate the contract for good cause without notice shall remain unaffected.
(3) All notices of termination under this Agreement must be given in text form. If edelsprint provides an option for electronic termination, the customer has the right to use this option for effective termination as well. The right of the contracting parties to terminate the contract for good cause without observing a notice period remains unaffected.
C. Consulting, software development and other services
§ 1 Subject matter of the contract
(1) edelsprint provides various services: The customer will find a current description of services in his offer/data sheet or in the corresponding contract. Data sheets for the offer become part of the contract. The exact scope of the service can also be agreed upon between the parties within the framework of a specification sheet, if necessary.
(2) The source code of any software handed over is not part of the subject matter of the contract and shall not be handed over unless this has been expressly agreed between the parties to the contract.
(3) The Customer is responsible for compliance with (re-)export restrictions. This may be particularly relevant for deliveries with regard to the USA and the U.K..
§ 2 Performance of services
(1) The delivery of software is carried out in different ways, e.g. via CD-ROM/DVD, online or in another way - depending on the agreement.
(2) If no express agreement has been made regarding the installation service, this will be carried out by the customer.
(3) edelsprint retains ownership of delivered Software until all payments arising from the contract have been received. Any granted rights of use can be revoked by edelsprint after prior written reminder and notification in case of unjustified refusal to pay by the Customer. The customer can prove that he has a right of retention in the respective contractual relationship.
(4) The customer will install program releases, error corrections and program environments received from edelsprint for the fulfilment of contractual claims, unless this was expressly agreed upon as an installation service for edelsprint or constitutes a legal right by the customer.
(5) In the event that remuneration has been agreed upon based on working hours or daily rates and on a concrete quota within a period of time determined between the parties, edelsprint reserves the employees provided for this purpose to the extent agreed upon.
(6) If edelsprint provides services ordered by the customer (consulting, support services, etc.) in accordance with the original agreement, these services will be remunerated separately. Unless otherwise agreed between the parties, time spent is to be remunerated according to edelsprint’s currently valid hourly rate and travel expenses are charged according to time spent.
(7) Delivery dates require express written agreement in a time schedule. Otherwise, the dates specified by edelsprint are “approx. dates” and are only binding if this has been expressly agreed upon with the customer.
(8) The customer is obligated to provide edelsprint with all information and materials necessary for the execution of the contract. A delay in this transmission by the customer or by third party companies involved in the project will also result in a corresponding delay in the delivery date.
(9) The delivery period shall be interrupted for the duration of any examination of drafts, demos, test versions, programs or program parts etc. by the customer. The interruption is calculated from the day of the notification of the customer to the day of the arrival of his statement.
(10) If the customer demands changes to the order after the order has been placed that affect the production time, edelsprint is entitled to extend any bindingly agreed delivery time accordingly at its own discretion and taking into account the interests of the customer.
(11) In the event of a delay in delivery, the customer is in any case only entitled to exercise its statutory rights after an appropriate grace period of at least two weeks.
(12) The Customer undertakes to request performance or to perform any obligations to cooperate at the latest six months after conclusion of the contract. The right of edelsprint to set an earlier reasonable deadline for cooperation and/or performance call is not affected. If the customer violates this obligation, then edelsprint has the right to terminate the contract without notice and demand the agreed-upon compensation in the amount of 25% in addition to billable services already provided.
§ 3 Terms of payment
(1) All prices are in EUR and are subject to statutory value added tax.
(2) The remuneration is due in each case upon completion of the respective service, unless the parties have agreed otherwise (e.g. in the edelsprint offer).
(3) If the parties have agreed on monthly invoicing, invoices will be issued at the beginning of the following month.
(4) Any estimates of expenditure are not binding, unless expressly agreed upon.
(5) The customer must raise objections to the invoicing of the services provided by edelsprint within 2 weeks after receipt of the invoice. After expiration of the aforementioned period, the invoice is deemed to have been approved by the customer. edelsprint will specifically inform the customer of the significance of his conduct when sending the invoice.
(6) Unless otherwise agreed, all remuneration is due immediately, but no later than 10 days after the invoice is issued. edelsprint is entitled to invoice partial services.
(7) In the event of the customer’s default of payment in a not inconsiderable amount, edelsprint is entitled to block the services at the customer’s expense. In this case, the customer remains obliged to pay the remuneration. If the customer is in arrears with payment for more than 60 days, edelsprint can terminate the contractual relationship without notice. The assertion of further claims due to default of payment remains unaffected.
§ 4 Rights of use
(1) Unless any other intended use has been agreed upon, edelsprint grants the customer the non-exclusive, locally unlimited and permanent right, at the time of delivery or transfer of a work (e.g. plug-in, documentation), to use the Software/Services for his own purposes in accordance with the contract, i.e. in particular, to store and load it permanently or temporarily, to display it and let it run, also to the extent that duplication is necessary. The customer requires a separate right of use for each additional, unnecessary copy or virtualization.
(2) Any copyright notices, trademarks, other legal reservations, serial numbers and other features serving to identify the program may not be changed or rendered unrecognizable.
(3) If, among other things, open source software is the subject of a delivery/service, edelsprint will not generally transfer any rights of use in such software. In this respect, the licence terms of the respective open source software apply, which edelsprint will provide or inform about upon request.
(4) In the case of delivery or provision of software/works of third parties, the licence terms provided or communicated by edelsprint will apply in addition.
(5) Any rights arising from §§ 69 d (2) and (3), 69 e UrhG (German Copyright Act) remain unaffected.
(6) In drafts, models, sketches and the like. works by edelsprint that serve to develop the final project, the customer shall not be granted any rights of use. If the customer wishes to use concepts and ideas from the design phase, a separate agreement is required for the granting of rights of use.
(7) Under no circumstances shall the Customer have the right to reproduce, rent out or otherwise sublicense, publicly reproduce or make available to third parties, whether for a fee or free of charge, the work acquired or made available outside of the contractual purpose.
(8) The Customer is not permitted to allow third parties to use the work unless this has been expressly agreed. With regard to the internal use at the Customer’s premises, any restrictions or license descriptions mentioned in the offer shall apply.
(9) If the Customer uses the acquired work to an extent that qualitatively (with regard to the permitted use) or quantitatively (with regard to the number of licenses acquired) exceeds the acquired rights of use, the Customer is obligated, upon request by edelsprint, to immediately acquire the rights of use necessary for the permitted use. This does not affect edelsprint’s right to assert the rights to which it is entitled, in particular to claim damages and injunctive relief.
(10) edelsprint may, if necessary, commission an independent auditor to audit the proper performance of this contract by the customer after prior reasonable notice during normal business hours. The customer will support the audit in an appropriate manner and without remuneration.
(11) The right of audit includes the right of the auditor to access the business premises and access to the IT systems in which the relevant records/products are kept, provided that (a) the auditor complies with the applicable rules for health and safety at work and general security rules for the business premises and (b) the auditor assumes an appropriate confidentiality obligation.
§ 5 Duties of the client to cooperate
(1) Wishes and specifications of the customer which are to be taken into account in the production of the subject matter of the contract and which have been agreed between the parties always require at least text form (e.g. e-mail).
(2) The Customer shall inspect the contractual objects immediately after handing them over, in particular with regard to completeness and functional capability. The Customer is obliged to properly comply with any inspection and notification obligations that may be owed under § 377 HGB (German Commercial Code).
(3) Defects that are discovered in the course of this inspection must be reported to edelsprint immediately in text form. The notice of defects must contain a description of the defects that is as detailed and concrete as possible.
(4) Defects that could not be detected in the course of the described proper examination must again be notified to edelsprint in text form immediately upon detection. This notification of defects must also contain a description of the defects that is as detailed and concrete as possible.
(5) The customer shall support edelsprint to a reasonable extent in the performance of the service at its own expense. He will inform edelsprint in a timely manner of any changes in operating conditions as well as other circumstances that are essential for the performance of the service.
(6) The customer’s obligation to cooperate is a primary obligation of the customer.
(7) Upon request by edelsprint or as far as recognisably necessary for him, in particular during the term of the contract, the customer will name in text form a responsible person who has all decision-making powers and authorisations required for the purpose of implementing this contractual relationship.
(8) edelsprint will indicate the readiness for acceptance of work performances, e.g. by handing over the work to the customer.
(9) The customer will examine and test the contractual items immediately after handover to determine whether they are essentially in accordance with the contract in the context of an acceptance. The customer will inform edelsprint immediately of any defects.
(10) If the subjects of the contract essentially correspond to the contractual provisions, the customer declares the acceptance, as far as provided by law. This declaration is made at least in text form by means of a release note.
(11) If no detailed written notice of not insignificant defects is received within 4 weeks after delivery of the contractual items, the delivered project results are considered to be accepted or released.
(12) The Customer shall not be entitled to the rights arising from the warranty for defects for defects which were known to the Customer at the time of acceptance, which would have been obvious during a proper initial inspection or which otherwise did not become known to the Customer due to negligence or which were not reported by the Customer.
§ 6 Change Request, changes to planned effort times
(1) Both contracting parties shall be entitled to request the other contracting party, stating important reasons, to discuss and negotiate changes or technical fine specifications.
(2) Insofar as the customer wishes to make changes beyond the agreed scope, edelsprint will work on an hourly basis in return for payment on a time and material basis. edelsprint will examine the effort and expense involved, as well as whether the desired change is feasible, and will then inform the customer as to which changes are likely to occur, especially with regard to costs and schedule. As far as possible and necessary, edelsprint will also examine to what extent such a change will affect services realized so far and their usability.
(3) If no agreement is reached on a change request, the parties will, unless they agree otherwise, realize the project accordingly in the previously current version.
(4) Requests for changes must be in text form and can also be confirmed by edelsprint by e-mail.
§ 7 Liability for defects
(1) edelsprint warrants that all services are free of material defects and/or defects of title.
(2) The above-mentioned liability for defects does not apply to any open source software that may be used, since no rights of use are transferred by edelsprint. Any liability of edelsprint for material defects and/or defects of title is therefore excluded due to the specific nature of open source software.
(3) A defect shall be deemed to exist if the performance (a) does not have the agreed quality, (b) is not suitable for the contractually stipulated use, or (c) is not suitable for normal use and does not have the quality that is usual for performance of the same type and that the customer can expect according to the type of performance.
(4) In the event of a defect, edelsprint will remedy the defect free of charge within a reasonable period of time in accordance with the statutory provisions and in accordance with the following provisions.
(5) Subsequent performance can be effected at the discretion of edelsprint either by rectification of the defect or by new delivery. If third-party rights are infringed, edelsprint may, at its own discretion, remedy the defect by either acquiring a sufficient right of use for the purposes of this contract for the benefit of the customer, or by modifying the infringing software without or only with effects on its function acceptable to the customer, or by replacing the infringing software without or only with effects on its function acceptable to the customer with software whose contractual use does not infringe any third-party rights, or by delivering a new program version whose contractual use does not infringe any third-party rights.
(6) edelsprint may also remedy defects by giving the Customer instructions for action by telephone or in writing or electronically.
(7) In case of a justified notice of defect, edelsprint will bear the expenses necessary for the purpose of subsequent performance. Any additional expenses incurred by edelsprint due to the fact that products have been taken by the customer to a place other than the original place of delivery are borne by the customer. If it turns out that the notice of defect was unjustified, edelsprint can demand compensation for the expenses incurred, provided that the customer has at least been negligent.
(8) If the subsequent performance fails and the customer has set a reasonable deadline that allows at least two attempts to remedy the defect, the customer may, at its option, withdraw from the contract or reduce the remuneration. The subsequent performance shall not be deemed to have finally failed after the second unsuccessful attempt to remedy the defect, rather the number of subsequent performance attempts shall be at edelsprint’s discretion during the period set by the customer, provided this is reasonable for the customer.
(9) The right to withdraw from delivery or work contracts and the claim for damages in lieu of the entire performance shall only exist in the case of substantial defects.
(10) If edelsprint has fraudulently concealed a defect or assumed a guarantee for the quality, the statutory provisions on defects of quality and defects of title and their limitation period shall remain unaffected.
(11) Claims based on a defect (including in the case of documentation) shall become time-barred one year after delivery. Item A §3 shall apply accordingly.
(12) If edelsprint offers the customer new program parts, in particular patches, bug fixes, updates, upgrades, new releases, new versions, etc., in order to avoid or eliminate defects, the customer shall take over these.
(13) Defects can also be remedied by delivering a bypass solution that is reasonable for the customer.
(14) The Customer shall not be entitled to any claims for defects if the Customer has modified the products or had them modified by third parties or has used them with products other than the given products, unless the Customer proves that the material defect already existed at the time of delivery.
(15) Mandatory unlimited liability of edelsprint as provided by law and item A § 3 of these terms and conditions remain unaffected by these provisions under this clause.
§ 8 Support services
(1) Support services are provided in accordance with the generally accepted rules of technology.
(2) In the case of support services within the scope of the maintenance of contractual items, edelsprint will, depending on the agreement, assume the elimination of errors for the contractual items. The services will only be rendered with respect to the version last handed over to the customer. edelsprint must correct errors within a reasonable period of time. Any errors that occur are to be documented by the customer in a manner that is as comprehensible as possible for edelsprint and reported in text form or via any hotline offered. edelsprint will provide the error removal at its discretion on site or via remote maintenance or by new delivery or repair. edelsprint is entitled to use measures for error correction according to § 8.
(3) During the support services, edelsprint can demand that the customer provides a competent employee, if necessary, who can provide information about the customer’s overall system and the use of the contract software as well as any errors that may be asserted and who can perform test runs.
(4) If necessary, the customer will grant edelsprint and its employees access to the rooms, machines and to the contract software at least during normal office hours, according to prior agreement, and provide necessary computer time.
§ 9 Remote maintenance
(1) In order to be able to solve IT problems quickly from a distance, edelsprint can offer the use of its services via a remote maintenance solution. If remote access is agreed upon, the customer is responsible for enabling access and bears his connection costs. The remote access is carried out regularly during the office hours of edelsprint. The customer allows unattended, logged appropriate remote access, as long as no other agreement exists.
(2) Remote access means that a technician of edelsprint accesses the customer’s devices via an internet connection. For this purpose, remote access software is used with which a mouse and keyboard control of the currently logged on user session takes place. The screen content is transmitted to the technician’s device. Furthermore, system-level access such as system registration, file system, services and command line is possible in the background without disturbing the user.
(3) Remote access is always subject to a fee and is billed according to the current service price list or the offer or is charged against existing agreements such as project contracts, service contracts.
(4) If a problem cannot be solved by remote access because the customer could not ensure access, edelsprint will, at its discretion, provide the necessary on-site service in an emergency within the scope of a separate remuneration invoice.
§ 10 Termination of contract
(1) In the event that insolvency proceedings are instituted against the Customer’s assets, or in the event that an application for insolvency is filed with the competent court, or in the event that the Customer is threatened with insolvency, edelsprint may, at its option, withdraw from any contracts concluded or suspend services.
(2) If a continuing obligation has been agreed between the parties to the contract, it shall run for an indefinite period of time and can be terminated by either party to the contract with a notice period of three months to the end of a contractual year, provided that no other termination provisions have been made.
(3) The right of both parties to extraordinary termination for good cause remains unaffected.
(4) Any termination must be made in writing.