The subject matter of this contract is the supply of updates for the software purchased by the customer from the manufacturer, as well as the provision of support services. Updates include bug fixes as well as adjustments and functional enhancements. This contract covers all modules purchased by the customer with the number of licensed users and cannot be concluded for individual modules. This service subscription must be concluded at the same time as the purchase of the products to which the service subscription applies. If the service subscription is agreed at a later date, the customer undertakes to pay the price for the services for the period during which they did not have a service subscription for the products.
The manufacturer is entitled to change the operating and usage conditions for the software, subject to a 30-day notice period.
The manufacturer shall provide the customer with new updates after their release and by agreement with the customer. There is no entitlement to the release or provision of a new update at a specific time.
The customer is entitled to telephone and electronic support services for a maximum of 1 hour per support case during published availability times. Exceptions include on-site support, remote installation, report customisation, customer-specific configuration adjustments, training of customer employees, etc. These services will be billed at the standard hourly rate, with prior notification from the support staff.
The customer ensures that the co-operation duties required for the performance of the manufacturer's services are performed free of charge and in a timely manner. These include, in particular, the following co-operation duties:
The prices for the services under this contract shall be determined according to the manufacturer's price list. Ancillary costs and value-added tax are not included in the fees.
The service subscription fees are to be paid bi-annually in advance at the beginning of the contract period.
The manufacturer is entitled to change the prices for the services according to this contract, subject to a notice period of four months. Within one calendar month of the date of the notification letter, the customer is entitled to terminate this contract in writing, subject to a notice period of six months. If no termination occurs, the new prices shall apply at the end of the notification period.
The terms and conditions of the Triviso GmbH licence agreement also apply to updates.
The manufacturer indicates that it is not possible to create computer software that works without errors in all applications and combinations. The subject of this contract is therefore only software which essentially works as described in the functional description.
The manufacturer warrants that the software will function in accordance with the functional description when used as intended. The manufacturer disclaims any warranty, particularly under the following circumstances:
Should any defects in the software be identified, the customer must notify the manufacturer in writing immediately. The warranty period shall last 90 days from the delivery of the software. If the software is defective, the customer shall be entitled to remedy of defects by means of an update. If the defect remedy fails twice, the manufacturer shall be entitled to withdraw from the present contract in writing. The license agreement and the contract by which the customer acquired the software shall remain unaffected thereby. Other warranty claims (specifically, rectification by a third party) are expressly excluded.
The warranty for usage rights is excluded.
The manufacturer shall provide the services under this agreement from the conclusion of the contract.
The contract is concluded for an indefinite period. It may be terminated in writing by either party with six months' notice, to take effect at the end of June or December.
The manufacturer's liability for damages (particularly for damages from loss of profit, business interruption, or loss of business information or data) arising from the use of the software is excluded, even if the manufacturer has knowledge of the possibility of such damage.
This contract contains all agreements made concerning the subject matter of the contract. Amendments or additions to the contractual provisions require writing and signature by both parties for their validity.
If any provision of this contract is or becomes invalid, or if the contract is incomplete, the validity of the remaining content of the contract shall not be affected thereby. The invalid provision shall be deemed to be replaced by such a provision as comes closest to the economic intent and purpose of the invalid provision in a legally valid manner. The same shall apply to any gaps in the contract.
German law applies (excluding the UN Convention on Contracts for the International Sale of Goods). The place of jurisdiction is Freiburg.
Freiburg, January 2018
