Terms and Conditions Visioneer GmbH

(1) The following terms and conditions apply to all deliveries, services and offers from Visioneer GmbH. These include software provision, software maintenance, support, advice and other services.

2) Conflicting terms and conditions of the contractual partner do not become part of the contract even in the event of delivery.

(1) The manufacturer is the company that developed the software, i.e. in this contract Visioneer GmbH

(2) The contractual partner is understood to mean the person who concludes a contract with Visioneer GmbH.

(3) Licensee or purchaser means the person who grants Visioneer GmbH the right to use the software in accordance with the End User License Agreement.

(4) The customer is understood to be the person who concludes a contract with Visioneer GmbH or acquires a license.

(5) A major version is provided as the number of the software version before the first point (e.g. 2.1, 3.0)

(6) As a minor version numbers of the software version are defined by the first point. (e.g. 2.1, 2.2, 2.2.1)

(7) All software versions that have been officially released by Visioneer GmbH and have not been discontinued are referred to as released versions.

(8) Due to the official announcement by Visioneer GmbH, a version will no longer be maintained from a certain point in time and is then referred to as the discontinued version.

(9) An activation code is a mechanism installed in the software that enables the software provided to be restricted in terms of time or content

(1) The object and components of the contractual relationship between the customer and Visioneer GmbH are the supply of a a software tool for smart requirement engineering solutions (product) together with its application documentation in accordance with the regulations for the respective individual product at the respective time of the valid version and the special product-related conditions of Visioneer GmbH. The specific product-related conditions usually consist of:

a) a tool-capability description for the respective product (tool-variant)

(b) the specific terms and conditions of the product, including special licensing terms.

(2) The source code of the software of the products is not part of the contract items.

(3) The service description available at the time of conclusion of the contract and the special product-related conditions are decisive for the quality of the products supplied by Visioneer GmbH. Visioneer GmbH doesn’t has to provide any further quality of the products. In particular, the customer cannot derive such an obligation from other representations of the software in public statements or in the advertising of Visioneer GmbH, as well as its employees or sales partners, unless Visioneer GmbH has expressly confirmed the further quality to the customer in a written form.

(4) In addition, If Visioneer GmbH provides services (consulting, supervision, training, support, etc.) these are remunerated separately. If nothing else is agreed between the parties, the workload shall be reimbursed according to the currently valid hourly rate and the currently valid price, service and travel costs regulations of Visioneer GmbH.

(1) The customer has been informed about the essential functional features of the products and bears the risk whether they correspond to his wishes and needs. He has sought advice from third party’s expert before the conclusion of the contract on questions of doubt.

(2) It is the sole responsibility of the customer to set up a functional hardware and software environment, which is sufficiently sized, considering the additional burden of the contract items, as well as a sufficient connection to the Internet.

(3) The customer thoroughly tests the products for correctness and usability in the existing hardware and software configuration before their productive use.

(4) The customer observes the instructions given by Visioneer GmbH for the installation and operation of the products; he will inform himself at regular intervals on the websites accessible via the Internet about current information and take them into account during operation.

(5) Insofar as Visioneer GmbH has further service obligations beyond the provision of the contractual objects, the customer shall participate in this matter free of charge to the extent necessary by providing e.B. employees, working areas, hardware and software, data and telecommunication-facilities.

(6) The customer takes reasonable precautions for any scenario in which the products do not function properly in whole or in part (e.g. through daily data backup, fault diagnosis, regular verification of data processing results).

(7) The customer must ensure that the data processing by the products complies with the legal, in particular the data protection-, commercial- and tax law- requirements and has to observe any export restrictions.

(8) The customer has to inform Visioneer GmbH, if the customer becomes aware of an infringement of any industrial property right or copyrights of the products.

(9) Visioneer GmbH is entitled to block the customer's access to a product at any time in order to avoid damage, liability or sanctions or for similar good reason, if the customer violates the law or if the customer behaves in violation of the agreed terms and conditions (including the special product-related conditions and other conditions).

(1) Visioneer GmbH is entitled to make partial deliveries and partial services, which can also be invoiced separately. If the customer requests changes or additions to the order after placing the order or other circumstances occur that make it impossible for Visioneer GmbH to comply with the delivery date, even though Visioneer GmbH is not responsible for these circumstances, the delivery date shall be postponed by a reasonable period of time. If Visioneer GmbH is prevented from fulfilling the contract in good time, e.B. by development or delivery disruptions at Visioneer GmbH or its suppliers, the general legal principles apply with the proviso that the customer can set a grace period of 6 weeks after the expiry of one month.

(2) If the non-compliance with a binding delivery date is demonstrably due to other circumstances for which Visioneer GmbH is not responsible under general legal principles, the delivery period shall be extended appropriately. The customer may withdraw from the contract regarding the part that has not yet been fulfilled if he sets Visioneer GmbH a reasonable grace period after the extended period has expired. The withdrawal must be made in writing, if Visioneer GmbH does not comply within the grace period. In this case, claims for damages by the customer only exist, if Visioneer GmbH has caused damage to the customer intentionally or through gross negligence. Further claims for compensation of the customer are excluded, to the extent permitted by law.

(3) If the creation of an individual software has been agreed and installed, the customer will test it immediately and, if the function is in accordance with the contract, immediately declare acceptance in writing. Insignificant defects do not entitle the refusal of acceptance. If the customer refuses acceptance, he must, however, state the reason for this in writing within 10 working days at the latest. If Visioneer GmbH does not receive an acceptance declaration by then, the software is deemed to have been accepted.

(4) Visioneer GmbH is entitled to deliver products modified or adapted by way of an order, provided that their functionality is not significantly affected. In the case of delivered software, the customer only acquires the right of use. The license conditions of the manufacturer after delivery are legally binding for the purchaser. Copies of software or documentation may not be made unless expressly permitted.

(1) Visioneer GmbH retains ownership of the supplied products and the right to use the software on them until the purchase price has been paid in full. If the contractual partner is a merchant, the above reservations apply until the complete payment of all claims arising or arising from the business relationship. With full acquisition of the ownership of the products, the customer acquires the rights of use defined in the end-user license agreement.

(2) In the event of breach of contract by the contractual partner - in particular default of payment - Visioneer GmbH is entitled to take back the reserved goods at the expense of the contractual partner or to demand the assignment of any claims of the contractual partner against third parties

(1) The prices are strictly net plus the applicable statutory value added tax.

(2) The agreed services are invoiced exclusively electronically by email.

(2) Visioneer GmbH is also entitled to withhold its services and to demand that outstanding deliveries and services only be carried out against advance payments or the provision of security.

(3) Large companies, public authorities, state institutions, institutions, etc. are supplied on account. Otherwise, we will initially deliver in principle against cash on delivery (or euro clearing cheque) or advance payment. However, delivery against open invoice is only possible by express agreement. For orders from abroad and delivery there, our prices are exclusive of VAT. The exception is deliveries within the EU, provided that the recipient does not have VAT ID number when ordering.

(4) The customer is only entitled to offset if his counterclaims have been legally established, are undisputed or have been recognized in writing by Visioneer GmbH. The customer's right of retention is excluded, unless the customer's counterclaim comes from the same contractual relationship and is undisputed, recognized in writing or legally established.

(5) Visioneer GmbH can restrict the use of the software supplied in such a way that the activation code is not transmitted to the customer. If the customer does not pay the bills for maintenance according to the due date, Visioneer GmbH is entitled to restrict the use of the software in such a way that the customer is excluded from further maintenance. Demo versions and test versions can also be restricted. that the activation code is not transmitted to the customer. If the customer does not pay the bills for maintenance according to the due date, Visioneer GmbH is entitled to restrict the use of the software in such a way that the customer is excluded from further maintenance. Demo versions and test versions can also be restricted. that the activation code is not transmitted to the customer. If the customer does not pay the bills for maintenance according to the due date, Visioneer GmbH is entitled to restrict the use of the software in such a way that the customer is excluded from further maintenance. Demo versions and test versions can also be restricted.

If the agreed payment deadlines are exceeded, we shall be entitled to pay interest in the amount of 1% per month of the amount owed without a reminder.

(1) The amount of the remuneration due for licensing the contract software ("license fee") is determined by the order confirmation or from the current manufacturer price list.

(2) If license fees are fixed for a specific billing period (e.g. per month), billing per rate shall be made from the date on which the respective license rights were registered or announced. The customer only pays for the period during which the licensing took place.

(3) The manufacturer grants the customer a simple, time-limited right of use of the contractual objects only for the use of individual workstations, but only for the country of destination agreed between the parties in which the contractual objects are to be used. Without an express agreement, the right of use is granted exclusively for the country in which the customer has his registered office. This right of use may only be used on the network for which it was purchased and only on the number of workstations for which a license exists.

(4) The right to use the software provided is granted until full payment of the license fee, subject to withdrawal.

(1) The customer may only leave the contractual objects to a third party uniformly and with complete and final abandonment of his own use of the contractual objects. The temporary or partial transfer of the use to third parties is prohibited, regardless of whether the contractual objects are left in physical or intangible form. The same applies to free transfer.

(2) Without the prior written consent of Visioneer GmbH, the customer is not entitled to make the copies of the contract software for use, as well as the associated user manual and other documentation, to a third party, in particular to sell, rent or lend it to third parties.

(3) The independent use of the contractual software by third parties, who are subject to the will of the customer with regard to the manner of use, i.e. in particular by employees of the customer, is permissible. The prohibition of simultaneous, multiple use remains unaffected by this.

(1) The manufacturer shall deliver the contract software with a technical protection mechanism in the form of electronic licensing. This requires the customer to establish an Internet connection to the contract software. Otherwise, the contract software cannot be used.

(2) The circumvention of technical measures infringes the rights of the manufacturer and may also be punishable by law. In particular, the removal and/or circumvention of the software protection program routine is not permitted.

(1) A separate software maintenance contract must be concluded for each licensee.

(2) The duration of the software maintenance agreed between the parties is determined by individual contract. The right of Visioneer GmbH to terminate for important reasons remains unaffected. Such an important reason exists, if the customer violates the agreed rights of use or intellectual property rights of the rightholder or does not fulfil his payment obligations despite a reminder.

(3) During the term of the software maintenance contract, Visioneer GmbH provides the contractual partner for the respective named licensee with services for maintenance, maintenance of compatibility with regard to the server and client operating systems as well as required tools such as PDF writers, MS Office etc.

(4) Changes in the basic program structure and functions that are developed in addition to the licensed software (e.g. new additional modules, new systems or system parts) are not included in the software maintenance. Such changes are identified by changes to the product name or new or changed module names.

(5) Visioneer GmbH provides software maintenance exclusively for the standard functionality of the software supplied.

(6) The software maintenance includes the versions approved by Visioneer GmbH.

(7) Visioneer GmbH is entitled to change the system requirements within reasonable limits during the term of the contract.

(8) The provision of new main versions or sub-versions is generally carried out via the password-protected download area of Visioneer GmbH. Upon request, Visioneer GmbH will send the contract partner the changes against reimbursement of shipping costs and processing fee on data carriers.

(9) Maintenance includes changes due to mandatory legal regulations and comparable events within the framework of the software maintenance contract.

(10) Visioneer GmbH accepts error messages as part of maintenance and eliminates them in the form of minor versions as service packs, by providing workarounds or information on troubleshooting.

(11) Visioneer GmbH delivers functional and / or technical extensions of the software as updates within the framework of the software maintenance contract. Discontinued versions are no longer maintained.

(12) Additional licenses purchased are automatically included in the software maintenance contract at the applicable conditions and are calculated from the first of the following month of the order.

(13) With the end of support for the purchased version of the software, the right to updates and bug fixes ends unless the customer raises the issue of a software version supported at that time. If there is no valid software maintenance contract at that time, the new software version must be purchased again for a fee. The manufacturer's price list valid at that time shall apply unless other agreements are made.

(14) If the software maintenance contract/maintenance contract related to the license agreement is terminated, the right to update (updates) and bug fixes (patches and bug fixes) expires in accordance with the Software Maintenance Terms and Conditions.

(1) A separate support contract must be concluded for each contractual partner.

(2) Visioneer GmbH provides the contractual partner with support for the software products supplied.

(3) Visioneer GmbH provides this support from Monday to Thursday from 9:00 am to 12:00 pm and from 1:00 pm to 5:00 pm and Friday from 9:00 am to 1:00 pm, excluding the statutory public holidays applicable at the headquarters of Visioneer GmbH.

(4) Visioneer GmbH provides remote support as part of support if the customer meets the IT requirements specified by Visioneer GmbH (at least DSL with an upload of 2048 kBit and team viewer).

(5) Reaction-, response- or potential solution-times are not agreed in the general support contract. Support is defined as telephone or written (eg fax, e-mail, web, ...) assistance from the Visioneer GmbH business premises. The aim of the support is to put the user in a position to be able to carry out individual use cases (support message) properly and to fix or avoid problems himself. The support is not a general instruction and does not replace training in the application. Support can therefore only be used by appropriately qualified employees of the contractual partner who are experienced in handling the products and the system environment. Visioneer GmbH will try to prioritize support messages according to urgency and importance. Any agreements going beyond this require a separate contract. general support contract. Visioneer GmbH will try to prioritize support messages according to urgency and importance. Any agreements going beyond this require a separate contract.

(1) Visioneer provides services in the form of employee hiring for engineering activities and training, especially during the introduction-phase of our products to our customers.

(2) Unless other agreements have taken place, the place of performance is D 86529 Schrobenhausen.

(3) Visioneer is entitled to continue to provide the service to third parties, provided that the interests of the customer worthy of protection are not affected.

4. Services shall be calculated based on expenditure, unless expressly indicated by the term 'fixed price', are due immediately after invoicing.

(5) Travel times and journeys by car will be charged separately on the respective valid conditions.

(6) Additional catering costs are calculated at the statutory rates applicable to the respective country.

(7) Other expenses such e.g. flight, train, car park, taxi, overnight stay and expenses are calculated according to expenses.

(8) If Visioneer performs its services at the customer's premises, it is the customer's responsibility that the necessary requirements for hardware and the other environment, in particular the connection to the computer network including all cabling before installation, are met. The client is responsible for the licensing correctness of the installation. The establishment of suitable VDU workstations, in particular compliance with occupational health and safety regulations, is neither owed nor checked by us, but is the responsibility of the customer. During test operations and during installation, you are obliged to ensure the presence of competent and trained personnel and to discontinue other work with the computer system if necessary. It is your responsibility to secure all your data.

(1) Unless otherwise stipulated in the order confirmation, the respective contract begins with its conclusion.

(2) In addition, each contracting party has the right to terminate the contract for an extraordinary reason, if the continuation of the contractual relationship is not reasonable for him. Termination of the customer for non-grant of the contractual use in accordance with § 543 (2) No. 1 of the German Civil Code (BGB) is only permitted, if the manufacturer has been given sufficient opportunity to rectify the defect and this is to be regarded as a failure. In particular, the manufacturer may terminate without notice and extraordinarily, if the customer manufactures pirated copies of the contract software, passes on the contract software without authorisation, does not prevent the access of unauthorized persons, decompiles the contract software without authorization, is in default of payment with more than two monthly rental payments, or if the contract software continues to be used in breach of contract despite a warning.

(3) The termination of the respective contract requires the text form to be effective with (e.B. in writing, by fax or e-mail)

(4) Unless otherwise agreed, both parties may terminate the contractual relationship with a period of six weeks at the end of the month. The right to extraordinary termination remains.

(5) If the contract is terminated by the customer, the services of Visioneer GmbH will be billed until the termination becomes effective. The costs that Visioneer GmbH demonstrably incurred - directly or indirectly - and were unavoidable within the scope of reasonable, with due regard for commercial care, are replaced by the customer.

(6) There is no obligation to return software and documentation for purchased software licenses. However, the obligations under the paragraphs remain. 10 and 17-21 also exist beyond the termination and termination of a software maintenance contract for the contract software.

(1) The rights of the customer in the event of material and legal defects (hereinafter "defects") of the contractual software are governed by the statutory provisions, unless otherwise specified in the following.

(2) The manufacturer warrants that the contractual software complies with its specifications when used in accordance with the contract and is not affected by defects, that affect the suitability of the contractual terms for contractually agreed use more than insignificantly. Insignificant deviations from the service description shall not be deemed to be a defect.

(3) The manufacturer will eliminate the defect duly reported by the customer by means of subsequent performance, i.e. by repair or replacement delivery. The right to vote, in which way a defect is rectified by means of subsequent performance, lies first with the manufacturer. The right of the manufacturer to refuse the chosen type of supplementary performance under the statutory conditions remains unaffected. The manufacturer is entitled to provide the customer with a new version of the contract software (e.B. "Update", maintenance release/patch) in order to remedy the defect, which no longer contains or eliminates the defect complained of. The customer may not enforce a rental reduction or reduction of the maintenance fee by deducting from the agreed rental or maintenance fee; unless the right to mitigate is undisputed or established in court. The right to a reduction extends only to the defective functionality of the contractual software.

(4) Claims for defects become time-barred after 12 months after the transfer of risk.

(5) The manufacturer is not obligated to guarantee, if errors in the contractual software are

(a) changes in operating and operating conditions,

(b) Installation and operating errors

(c) Interferences in the contract software, such as modifications, adaptations, connections with other programs and/or

(d) have occurred in breach of the contract, unless the customer proves that the errors were already present at the time of the handover of the contract software or are not related to the above-mentioned events. The above does not apply if the customer is entitled to make changes to the contractual software, in particular in the exercise of the right to self-rectify defects in accordance with Section 536 a § 2 of the German Civil Code (BGB) and if these are professionally executed and documented in a comprehensible manner.

(6) If the software has a defect, the contractual partner is initially entitled to rectification. Visioneer GmbH can make a preliminary repair until the delivery of the solution, e.g. by a service pack or update, by showing the contractual partner reasonable workaround possibilities. If the subsequent performance fails twice, the contractual partner is entitled to reduce the remuneration accordingly or to demand replacement delivery after expiry of a reasonable grace period.

(7) If the program documentation provides clear information for the analysis of the problem and clear instructions for correcting the defect and is therefore a defect based on incorrect operation, or if it turns out that there is no defect in the software, Visioneer GmbH may demand adequate reimbursement for its use and, if the work is not yet completed, make its continuation dependent on a corresponding payment.

(1) Liability for damages is excluded, regardless of the legal nature of the claim asserted. This applies in particular to claims for damages due to fault at the time of conclusion of the contract, due to other breaches of duty or due to tortious claims for compensation for damage to property in accordance with § 823 of the German Civil Code (BGB).

(2) Insofar as the liability for damages of Visioneer GmbH is excluded or limited, this also applies regarding the personal liability for damages of the employees, employees, employees, representatives and vicarious agents of Visioneer GmbH.

(3) Visioneer GmbH is not liable in particular for the recovery of data, unless these are reproducible with reasonable effort. The customer is responsible for the data backup.

(4) Visioneer GmbH shall not be liable for claims of third parties, losses, damages or costs, lost profits, management time or savings, indirect or consequential damages of any kind resulting from defects, unavailability, interruption or loss, destruction, alteration of its products or services.

(1) The software and the associated written material are protected by copyright. Visioneer GmbH holds the ownership, copyright and other industrial property rights to the software. The software is licensed, not sold.

(2) The licensee is liable for all copyright violations that Visioneer GmbH or one of its suppliers incur as a result of a violation of these contractual provisions by him.

(3) In the event of a resale, the contractual partner must contractually oblige the licensee to respect the existing copyrights and the rights of use granted to him as well as the obligation to pay damages in the event of infringement.

(4) Insofar as Visioneer GmbH or its vicarious agents develop individual software within the framework of an order or expand the standard software in a customer-specific manner.

(1) Visioneer GmbH guarantees that its products are free of intellectual property rights and these related claims of third parties.

(2) If a third-party claims to the customer, that a service would violate its rights, the customer immediately notifies Visioneer GmbH. It is up to Visioneer GmbH to the extent permissible to fend off the claims asserted at its expense.

(3) Visioneer GmbH is entitled to prohibit the customer from using the service in accordance with the above regulations, if claims are made against us under intellectual property law.

(4) Claims for damages by the customer remain unaffected.

(1) The customer ensures that Visioneer GmbH is informed of all relevant facts going beyond the legal regulations, the knowledge of which is necessary for them for reasons of data protection and confidentiality. The customer is responsible for compliance with laws and regulations on data protection and IT security.

(2) If it is not possible for Visioneer GmbH or the respective manufacturer of the software to carry out a maintenance service or a service within the scope of the warranty without access to personal data, the customer is informed that he or she will inform the affected persons in accordance with the legal requirements has to point out that he passes on your data to Visioneer GmbH and / or the manufacturer of the software or enables them to access your data. The customer is aware that he has to obtain the consent of the persons concerned in a suitable form before carrying out the maintenance order or carrying out the warranty.

(3) The customer and Visioneer GmbH are obliged to treat all confidential information, business and trade secrets obtained in the context of the contractual relationship as confidential and, unless necessary for the fulfillment of the contract, not to pass them on to third parties or to use them for other than contractual purposes. that he has to obtain the consent of the persons concerned in a suitable form before carrying out the maintenance order or carrying out the guarantee.

(3) The customer and Visioneer GmbH are obliged to treat all confidential information, business and trade secrets obtained in the context of the contractual relationship as confidential and, unless necessary for the fulfillment of the contract, not to pass them on to third parties or to use them for other than contractual purposes. that he has to obtain the consent of the persons concerned in a suitable form before carrying out the maintenance order or carrying out the guarantee.

(1) With the acceptance of an order placed by the customer, the customer receives a single, non-transferable right of use to use the respective products in a limited time and location within the scope of the service descriptions and license terms. Further provisions may be included in the service description, in the specific product-related conditions and other conditions of the manufacturer or a third party licensor. Insofar as there are no conflicting provisions in the service description, in the special product-related conditions and other conditions, the following applies:

(2) If the customer has several branches or sites, the right of use is limited to its branches and sites.

(3) The customer may only use the products for the purpose of handling his internal business transactions. especially

(a) a data center operation for third parties or

(b) the temporary provision of the products (e.B. as Application Service Providing) for companies other than group companies, or

(c) the use of the products for the training of persons who are not employees of the customer is only permitted with the prior written consent of Visioneer GmbH. Commercial re-letting is generally prohibited.

(4) Reproductions of the products are only permitted to the extent that this is necessary for the contractual use. For the rest, §§ 69d (2) and 3 and 69e UrhG (German: Urheber Gesetz) apply.

(5) License violation: In the event that a product is used by the customer or due to its conduct beyond the licensed level (e.g. if an audit with the customer reveals that a single user account is shared by several users), the customer shall reimburse all damages incurred or incurred in connection with the license violation. In addition, the customer must immediately relicense missing product subtractions in order to meet his contractual obligations again. Further claims of Visioneer GmbH remain unaffected.

(6) Visioneer GmbH may, if necessary, mandate an independent auditor in order to have the customer audit the proper performance of this contract after prior reasonable notice at normal business hours.

(7) The customer will assist in carrying out the audit in an appropriate manner and without remuneration. The audit law includes the auditor's right of access to the premises and access to the computer systems in which the relevant records are kept, provided that:

(a) auditors comply with the applicable health and safety rules and general safety rules for business premises.

(b) the auditors assume an appropriate non-disclosure agreement.

(1) Ancillary agreements have not been made. Changes to the concluded contracts must be made in writing. This also applies to this written form clause.

(2) If individual provisions of this agreement are or become ineffective, this shall not affect the validity of the remaining provisions. Instead of the ineffective regulation, an effective regulation will be set that corresponds to what was originally intended.

(3) German law applies to the legal relationship between Visioneer GmbH and the contractual partner, excluding the UN sales law.

(4) If the customer is a merchant, a legal entity under public law or a special fund under public law, the seat of Visioneer GmbH is agreed as the place of jurisdiction. However, Visioneer GmbH is entitled to sue the customer at the generally applicable place of jurisdiction.

(5) The place of performance for all liabilities is the headquarters of Visioneer GmbH