Standard contract terms for SaaS and cloud software K3

§ 1 Subject matter of the contract

(1) This Software-as-a-Service contract is applicable to online and offline orders of ObjectCode K3. The provider is ObjectCode GmbH, Am Brambusch 22, 44536 Lünen, Germany.

(2) The software is operated by the provider as a web-based SaaS or cloud solution. The customer is enabled to use the software stored and running on the servers of the provider or a service provider commissioned by the provider via an Internet connection for its own purposes during the term of this contract and to store and process its data with its help and to integrate elements of the software, such as configuration pages, into its own website.

(3) These contractual terms and conditions apply exclusively. The customer's contractual terms and conditions shall not apply. Counter-confirmations by the customer with reference to his own terms and conditions are expressly rejected.

§ 2 Registration, conclusion of the contract of use

(1) By registering on the website k3.objectcode.de with his/her name, e-mail and company, the customer submits an offer to conclude this contract of use.

(2) The provider checks the corresponding registration. The user then receives a confirmation e-mail with his access data. The contract shall be deemed concluded upon receipt of the confirmation e-mail.

§ 3 Type and scope of the service

(1) The Provider shall provide the Customer with the latest version of the software for use at the router exit of the data center where the server with the software is located ("transfer point"). The software, the computing power required for use and the required storage and data processing space shall be provided by the Provider. However, the provider is not responsible for establishing and maintaining the data connection between the customer's IT systems and the described transfer point.

(2) Insofar as the software runs exclusively on the servers of the Provider or a service provider commissioned by the Provider, the Customer does not require any copyright usage rights to the software, nor does the Provider grant any such rights. However, for the term of the contract, the provider grants the customer the non-exclusive, non-transferable right, limited in time to the duration of the user contract, to load the user interface of the software for display on the screen into the main memory of the end devices used for this purpose in accordance with the contract and to make the resulting reproductions of the user interface.

§ 4 Availability of the software

(1) The provider points out to the customer that restrictions or impairments to the services provided may arise which are beyond the provider's control. This includes, in particular, actions by third parties who are not acting on behalf of the provider, technical conditions of the Internet that cannot be influenced by the provider and force majeure. The hardware, software and technical infrastructure used by the customer may also have an influence on the provider's services. Insofar as such circumstances have an influence on the availability or functionality of the service provided by the provider, this has no effect on the contractual conformity of the services provided.

(2) The customer is obliged to notify the provider immediately and as precisely as possible of any functional failures, malfunctions or impairments of the software. If the customer fails to do so, § 536c BGB shall apply accordingly.

§ 5 Rights to data processing, data backup

(1) The Provider shall comply with the statutory data protection regulations.

(2) The Customer shall grant the Provider the right to reproduce the data to be stored by the Provider for the Customer for the purposes of executing the contract, insofar as this is necessary for the provision of the services owed under this contract. The Provider is also entitled to store the data in a failure system or separate failure data center. The Provider shall also be entitled to make changes to the structure of the data or the data format in order to rectify faults.

(3) The Provider shall regularly back up the Customer's data on the server for which the Provider is responsible to an external backup server. The customer may extract this data at any time for backup purposes, insofar as this is technically possible, and is obliged to do so at regular, customary intervals. If this is not possible, the Provider shall make the data available to the Customer as a backup once a month.

(4) If and insofar as the Customer processes personal data of third parties on IT systems for which the Provider is technically responsible, an order data processing agreement must be concluded.

§ 6 Support

(1) A support case exists if the software does not fulfill the contractual functions in accordance with the product description.

(2) If the customer reports a support case, he must provide as detailed a description as possible of the respective malfunction in order to enable the most efficient troubleshooting possible.

(3) The report shall be made by e-mail or via a ticket system provided by the Provider; processing shall only take place during normal office hours (Monday to Friday from 9.00 a.m. to 5.00 p.m.).

§ 7 Remuneration

(1) The payment period and amount of the remuneration, as well as the method of payment, are based on the applicable price list.

(2) If the customer delays the payment of a due remuneration by more than four weeks, the provider is entitled to block access to the software after prior reminder with setting of a deadline and expiry of the deadline. The Provider's claim to remuneration shall remain unaffected by the blocking. Access to the software shall be reactivated immediately after payment of the arrears. The right to block access also exists as a milder means if the provider has a right to extraordinary termination.

(3) After expiry of the initial term in accordance with the registration, the provider may adjust the prices as well as the rates for an agreed remuneration according to the general price development. If the fee increase is more than 5%, the customer may terminate the contractual relationship at the end of the current contractual month.

(4) The remuneration for other services is based on the provider's current price list.

§ 8 Obligations of the customer to cooperate

(1) The Customer shall support the Provider in the provision of the contractual services to a reasonable extent.

(2) The Customer shall be responsible for the proper and regular backup of its data. This shall also apply to documents provided to the Provider in the course of contract processing.

(3) For the use of the software, the system requirements resulting from the product description must be fulfilled by the customer. The customer is responsible for this.

(4) Insofar as the customer provides the provider with protected content (e.g. graphics, brands and other content protected by copyright or trademark law), the customer shall grant the provider all rights necessary for the execution of the contractual agreement. This includes in particular the right to make the relevant content available to the public. In this context, the customer assures that it holds all necessary rights to the customer materials provided in order to grant the provider the corresponding rights.

(5) The customer must keep the access data provided to him secret and ensure that any employees who are provided with access data do the same. The provider's services may not be made available to third parties unless this has been expressly agreed by the parties. The integration of the K3 websites on the customer's side is the essential contractual use.

§ 9 Warranty

In principle, the statutory provisions on warranty in rental agreements shall apply. Sections 536b BGB (knowledge of the tenant of the defect upon conclusion of the contract or acceptance), 536c BGB (defects occurring during the rental period; notification of defects by the tenant) shall apply. However, the application of Section 536a (2) BGB (tenant's right to rectify defects himself) is excluded. The application of Section 536a (1) BGB (landlord's liability for damages) is also excluded insofar as the standard provides for strict liability.

§ 10 Liability and compensation

(1) The provider is liable for damages to the customer that were caused intentionally or through gross negligence, that are the result of the non-existence of a guaranteed quality, that are based on a culpable breach of essential contractual obligations (so-called cardinal obligations), that are the result of culpable injury to health, body or life, or for which liability is provided for under the Product Liability Act, in accordance with the statutory provisions.

(2) Cardinal obligations are those contractual obligations whose fulfillment is essential for the proper execution of the contract and on whose compliance the contractual partner may regularly rely, and whose breach on the other hand jeopardizes the achievement of the purpose of the contract.

(3) In the event of a breach of a cardinal obligation, liability - insofar as the damage is merely due to slight negligence - shall be limited to such damage as must typically be expected to occur when using the contractual software.

(4) Otherwise, liability - regardless of the legal grounds - is excluded.

(5) If damage to the customer results from the loss of data, the provider shall not be liable for this if the damage could have been avoided if the customer had regularly and completely backed up all relevant data. The customer shall carry out a regular and complete data backup himself or have it carried out by a third party and shall be solely responsible for this.

§ 11 Customer data and indemnification from third-party claims

(1) As a technical service provider, the provider stores content and data for the customer, which the customer enters and stores when using the software and makes available for retrieval. The Customer undertakes vis-à-vis the Provider not to upload any content and data that is punishable by law or otherwise illegal in absolute terms or in relation to individual third parties and not to use any programs containing viruses or other malware in connection with the software. In particular, the customer undertakes not to use the software to offer illegal services or goods. The customer is the responsible party with regard to personal data of itself and its users and must therefore always check whether the processing of such data via the use of the software is covered by the relevant permissions.

(2) The customer is solely responsible for all content and processed data used by him or his users as well as any legal positions required for this. The Provider takes no notice of the content of the Customer or its users and does not check the content used with the software.

(3) In this context, the Customer undertakes to indemnify the Provider against any liability and any costs, including possible and actual costs of legal proceedings, if claims are asserted against the Provider by third parties, including employees of the Customer personally, as a result of alleged acts or omissions by the Customer. The Provider shall inform the Customer of the claim and, insofar as this is legally possible, give the Customer the opportunity to defend against the asserted claim. At the same time, the customer shall immediately provide the provider with all available information about the facts that are the subject of the claim.

(4) Any further claims for damages on the part of the provider remain unaffected.

§ 12 Contract term and termination of the contract

(1) The term of the contract is based on the conditions listed in the applicable price list.

(2) Both parties reserve the right to extraordinary termination for good cause if the legal requirements are met. An important reason for the provider exists in particular if the customer is more than two months in arrears with the payment of a due fee despite a reminder. If the customer is responsible for the reason for termination, the customer shall be obliged to pay the provider the agreed remuneration less any expenses saved by the provider up to the earliest date on which the contract would end in the event of ordinary termination.

(3) Notices of termination must be made in text form to be effective. The use of an online self-service portal provided by the provider is equivalent to the text form.

(4) After termination of the contract, the Provider shall return to the Customer all documents and data carriers provided by the Customer and still in the possession of the Provider in connection with this contract and delete the data stored by the Provider, provided that there are no retention obligations or rights.

§ 13 Confidentiality

(1) The parties are obliged to keep permanently confidential, not to disclose to third parties, record or otherwise exploit all information about the other party that has become known or becomes known to them in connection with this contract, which is marked as confidential or is recognizable as business and trade secrets (hereinafter: "confidential information"), unless the other party has expressly consented to the disclosure or use in writing or the information must be disclosed by law, court order or administrative decision.

(2) The information is not confidential information within the meaning of this clause 13 if it

• was already known to the other party without the information being subject to a confidentiality obligation,
• is generally known or becomes known without breach of the confidentiality obligations assumed,
• is disclosed to the other party by a third party without breach of a confidentiality obligation.

(3) The obligations under this Section 13 shall survive the end of this Agreement.

§ 14 Transfer of rights and obligations

The assignment of rights and obligations arising from this contract is only permitted with the prior written consent of the provider. The provider is entitled to entrust third parties with the fulfillment of the obligations arising from this contract.

§ 15 Collateral agreements and contract amendments

There are no verbal ancillary agreements. Amendments and supplements to this contract must be made in writing.