General Terms and Conditions

§ 1 Services

1. In the case of brokering the sale of third-party software, ISBE shall conduct the correspondence with the seller or manufacturer of the software. ISBE then submits an offer to the customer on behalf of the seller or manufacturer, which the customer can accept directly from ISBE as the manufacturer’s or seller’s representative.
2. In the event of the sale of standard software by ISBE, ISBE shall grant the customer the agreed rights of use. Customization or integration into the customer’s software environment is not owed.
3. If the subject of the contract is the development of software for the customer, the software shall be developed on the basis of the agreed requirements and the customer shall be obliged to provide ISBE with the necessary information and documents.
4. If agreed, ISBE shall integrate, test and commission the software in the customer’s hardware and software environment. In this respect, the customer shall inform ISBE fully and in good time about the hardware and software used by him.
5. If agreed, ISBE shall train the customer or its employees to the extent specified above.
6. The customer shall ensure that the cooperation required for the installation of the software and the training on the software is provided in good time. This includes in particular the provision of access data and rooms as well as the necessary infrastructure and access to workstations. The customer shall bear the costs for these acts of cooperation.
7. Dates, in particular the installation dates contained in the offer or the order confirmation, are only binding if this has been expressly agreed in writing by the parties. In the event of default by ISBE, the customer may only withdraw from the contract or claim damages in lieu of performance if he has expressly threatened to do so, setting a reasonable deadline for performance in accordance with the contract.
8. The fees stated in the offer only include the installation of the software product on one computer and the training for up to 5 training participants to the extent stated. These fees do not yet include travel costs and expenses. These are to be remunerated additionally in accordance with § 4.
9. All additional services shall be remunerated by the customer on a time basis at an hourly rate of EUR 250.00 plus VAT per ISBE employee. If work is carried out at the request of the customer on weekends (Saturday and Sunday) or public holidays (federal state of Baden-Württemberg), the hourly rate shall be increased by 50%.

§ 2 Ownership, copyright and rights of use

1. After full payment of the fees for the software and its installation, the customer shall receive a non-exclusive right to use the software, which is not limited in terms of time or place. Otherwise, all rights to the software and any associated ancillary services shall remain with ISBE and its licensees.
2. The customer may only transfer the software to third parties for a limited period of time for acquisition purposes (e.g. renting, leasing) with the prior written consent of ISBE. If the software is sold to a third party, ISBE must be notified of this and the purchaser must be obliged to agree to the continued validity of these contractual conditions. The customer may not transfer the software to third parties if there is reasonable suspicion that the third party will violate the terms of the contract. As a result of the resale and transfer of the software to third parties, all rights of use of the customer shall expire. He must immediately destroy any copies of the software that have not been handed over.
3. ISBE is entitled to develop and distribute further software modules based on the software or parts of it itself or for third parties, even if these are competitors of the customer.
4. Unless otherwise agreed, the customer only has the right to use the software as a single-user version. When purchasing a multi-user license, the right of use is only valid for the agreed number of simultaneous accesses from the corresponding number of different computers. Simultaneous use of the software beyond the agreed scope is not permitted. The use of the software on a server is only permitted if it is ensured that simultaneous use by more than the agreed number of users is excluded. If the customer changes the hardware, he must delete the software on the previously used hardware.
5. The customer is not entitled to make changes or interventions to the software himself or through third parties, not even to eliminate possible program errors. In exceptional cases, the customer may only rectify program errors himself or have them rectified by third parties if ISBE has definitively refused to rectify the error. ISBE shall not be liable for errors in the software that can be attributed in whole or in part to subsequent interventions by the customer.
6. The customer is not entitled to free program extensions and program changes after successful installation of the software, even if these become necessary due to legal changes.
7. The customer is prohibited from searching for, reading out, reproducing or modifying the source code of the software. It is also prohibited to violate any copy protection installed by ISBE.
8. If third-party software is provided to the customer within the scope of this contract or if third-party software is integrated into the contractually agreed software, the terms of use and license conditions of the manufacturer of the third-party software shall also apply. ISBE will make these available to the customer on request.
9. The contractual use of the software is a condition for the contractual right of use. The customer’s right of use shall expire automatically and without the need for termination if the customer breaches the terms of use contained in this contract. The customer is then obliged to immediately return the software and all copies made thereof to ISBE or to destroy them. The destruction or deletion must be confirmed in writing by the customer.

§ 3 Rights of the customer in the event of defects

1. The services of ISBE are free of defects if they correspond to the agreed quality. The customer is aware that, given the current state of technology, it is not possible to develop completely error-free software. Warranty claims therefore do not exist for normal software errors which do not or only insignificantly impair the usability of the software.
2. The customer is obliged to examine the software delivered by ISBE immediately for errors and functionality and to notify ISBE immediately of any defects found. The software shall be deemed to be in accordance with the contract and approved if obvious defects are not reported to ISBE in writing within seven days of installation and hidden defects within seven days of discovery.
3. ISBE has the right to inspect the reported defect. If the customer’s complaint proves to be unfounded, the customer is obliged to reimburse ISBE for the expenses incurred by the inspection.
4. The customer shall describe the notified defect as precisely as possible and shall, as far as possible and reasonable, provide ISBE with the documents and information required to verify the defect.
5. All claims of the customer due to defects in the software and the installation shall lapse one year after completion of the installation work. This shall not apply if ISBE has caused the defect through intentional behavior or, in exceptional cases, has expressly assumed a guarantee for the faultlessness of the software.
6. The parties agree that ISBE shall not be liable for defects in the third-party software and that therefore warranty claims regarding this third-party software shall only exist against the manufacturer.

§ 4 Software maintenance and servicing

1. As part of a contract for software maintenance and servicing, ISBE regularly provides new major versions of the software developed by ISBE at the latest state of development. If required, ISBE also provides customers with service and/or maintenance versions of the current main version. All customers will be informed about this update service by newsletter and, if applicable, by providing their individual access data.
2. Software maintenance includes:
   • Access to the ISBE software portal with download options
   • For customer-specific software, access to the password-protected area of the ISBE software portals with download options
   • Access to older versions of the software
   • Free provision of software adaptations due to changes in legal regulations and small software enhancements (updates, not upgrades).
     Services not included are e.g. hotline service, on-site service, assistance with software configuration, consulting when using the software on other hardware or under a different operating system, maintenance or consulting services after the customer has interfered with the program code (e.g. add-ins) or maintenance or consulting services with regard to the cooperation of the contractual software with other programs that are not the subject of the contract with ISBE.
3. An Internet connection is required to use ISBE’s software maintenance and support services. This must be produced and secured by the customer himself at his own expense.
4. Upon request, the customer shall provide ISBE with complete information about the configuration and topology of its computer systems and networks.
5. The customer is liable for the use and possible misuse of access data received from ISBE.
6. ISBE’s remuneration for software maintenance and support services shall be paid by the customer (calendar) yearly in advance. As long as the customer has not paid the remuneration for the current year, ISBE is entitled to withhold the contractual services.
7. The customer alone is responsible for adapting, saving, backing up or modifying third-party software after installing new program versions or changes or additions to the supported programs. ISBE assumes no responsibility for the maintenance or backup of the customer’s individual data. The customer is responsible for regularly backing up his own individually created data, in particular before each change or addition to the programs provided. ISBE recommends that its customers back up their data at least every 24 hours. ISBE is not liable for any loss of data.
8. The contract for software maintenance and servicing has a term of one year and is extended by one year in each case if it is not terminated in writing by one of the contracting parties three months before the end of the contractual year.
9. Neither party is entitled to assign the rights and obligations arising from the contract for software maintenance and support to a third party without the consent of the other party, which may not be withheld in bad faith. However, ISBE is entitled to involve a subcontractor in the provision of software maintenance and servicing services.

§ 5 Due date

1. The invoiced fees are payable without deduction immediately, i.e. within six working days of receipt of the invoice. The statutory value added tax is charged on all services rendered.

§ 6 Liability of ISBE

1. The liability of ISBE for the slightly negligent breach of non-essential contractual obligations is excluded. In the event of a slightly negligent breach of contractual obligations – also by legal representatives and vicarious agents – ISBE’s liability shall be limited to the foreseeable damage typical for the contract, but to a maximum amount of EUR 50,000.00 per damage event. However, ISBE shall be liable without limitation for damage to life, limb and health of the customer culpably caused by ISBE employees, legal representatives, vicarious agents or assistants as well as for damage caused intentionally or by gross negligence.
2. ISBE shall not be liable for pure financial losses, indirect losses and consequential losses such as loss of profit, failure to make savings, loss of production or loss of use.
3. Liability for data loss shall be limited to the typical recovery costs that would have been incurred if data backups had been made regularly and at the appropriate risk.
4. Any other or further claims for damages by the customer than those expressly stated in this contract, regardless of the legal grounds, are excluded.
5. The customer’s claims for damages shall lapse one year after the claim arises, but no later than one year after termination of this contract, unless the claims for damages are based on intentional or fraudulent conduct.

§ 7 Confidentiality obligation

1. Both parties shall treat as confidential any information about the other contracting party that becomes known to them in the course of the execution of the contract and shall not make it accessible to third parties unless this is necessary for the fulfillment of the contract. This applies in particular to the methods and procedures used by ISBE as well as the documentation, materials and other documents relating to the software. Both parties will oblige their employees to maintain appropriate confidentiality.
2. ISBE may include the customer’s name in a reference list for marketing purposes and announce that a business relationship exists with the customer and that this contract was concluded with the customer. All other advertising references require the prior consent of the customer.

§ 8 Miscellaneous

1. The contract between the parties shall be governed exclusively by the terms and conditions set out herein. General terms and conditions of the customer are hereby expressly rejected.
2. Should individual clauses of this contract be or become invalid or unenforceable, this shall not affect the validity of the remaining provisions. The contracting parties are then obliged to agree on a permissible clause that comes as close as possible to the invalid provision.
3. The law of the Federal Republic of Germany shall apply to all claims arising from this contract. The application of the UN Convention on Contracts for the International Sale of Goods is excluded. The place of jurisdiction for all disputes arising from this contractual relationship is Stuttgart. However, ISBE shall also be entitled to take legal action at the customer’s place of business.