Terms of Use for Business Customers

Date: 25-Mar-2020

Scope of application

The following terms and conditions shall apply between INFOSOFT Informations- und Dokumentationssysteme GmbH, hereinafter also referred to as INFOSOFT, and the Customer.

These General Terms and Conditions of INFOSOFT shall apply exclusively. They shall also apply to all future business relations, even if they are not expressly agreed upon again. General terms and conditions of the Customer are hereby expressly rejected.

Scope of application

1. The software system Docutain consists of a cell phone or tablet app and a Windows PC version.

2. The user accepts these terms and conditions at the latest when downloading, installing or using one of the above system components.

3. Docutain is available as a cell phone and tablet app for the operating systems iOS by Apple Inc. and Android by Google LLC, in each case as a download in the app store of the respective operating system manufacturer, whose conditions apply independently and are not affected by this agreement.

4. The Windows PC version of Docutain is available for Windows PC operating systems from Microsoft Corp, as a download from www.Docutain.de.

Terms and notice periods

1. The cell phone or tablet app Docutain can be used by the customer free of charge and indefinitely.

2. Additional functions are included in the paid pro version of the Docutain app. The rights of use for this can be acquired by the customer as part of a separate in-app purchase for unlimited use. The prices for the pro version are displayed in the free app version.

3. The paid Windows PC version is available as an annual or monthly subscription; the current prices are displayed on the website at www.Docutain.de.

4. The monthly subscription has a term of 1 month, is automatically extended by 1 month and can be cancelled with a notice period of 5 working days to the end of the respective term.

5. The annual subscription has a term of 1 year, is automatically extended by 1 year and can be terminated with a notice period of 5 working days to the end of the respective term.

6. Each party reserves the right to terminate without notice for good cause.

7. Any termination must be made in writing.

Remuneration, Invoice

1. Fees for services of INFOSOFT shall be charged in advance and shall be due for payment upon receipt of the invoice. Fees paid in advance shall not be refunded in the event of termination by the Customer.

2. The set-off of the Customer with counterclaims of the Customer shall be excluded, unless the counterclaim of the Customer has been legally established or recognized by INFOSOFT. The same shall apply to any rights of retention of the Customer.

3. All charges shall result from the contractual documents or, in case of doubt, from the currently valid price lists of INFOSOFT and shall be understood to be exclusive of the respective statutory value added tax.

4. Invoices shall be issued exclusively in electronic form (§ 126b BGB). The customer shall not be entitled to receive an invoice in paper form. The invoice shall be sent to the e-mail address provided by the Customer for this purpose.

Subscription and App Services

1. 1 subscription entitles business customers to install and use the Windows PC software with a Docutain database on 1 Windows PC, private customers on 3 Windows PCs.

2. With the purchase of a subscription of the Windows PC version, the additional functions of the Pro version of the Docutain iOS and Android App are unlocked on all mobile devices connected to this Docutain database.

3. Additional costs may be incurred for the hardware and software required for the use of the contractual products or used by the Customer for their acquisition and operation (such as with the operating system manufacturer and app store operator or telecommunications provider). INFOSOFT has no influence on this.

Scope of services

1. Docutain is used for the electronic storage of documents and mobile access to them. The exact scope of services of the individual contractual products and their system components as well as further technical details can be found in the respective service description. These are available at www.Docutain.de.

2. Depending on the platform used by the Customer for the operation of Docutain, the Customer's access to the scope of services of Docutain may vary.

3. INFOSOFT reserves the right to change Docutain in the free version completely or partially or to discontinue it permanently or temporarily at its own reasonable discretion (§ 315 BGB), taking into account the interests of the user, provided that this does not affect essential contractual obligations of the provider. According to the same conditions, the right to further developments is also reserved in the paid versions. Further technical developments do not constitute changes requiring approval.

4. The User shall have no claim to a specific external design or configuration of the Docutain functions to be provided, even in the context of the chargeable versions.

Duties of the User

1. The User undertakes to inform INFOSOFT in text form in good time in advance of any changes to his address, in particular changes to his e-mail address, within the framework of the use of the chargeable versions, in order to maintain a possibility of contact during the term of the contract.

2. The Customer shall keep safe any passwords and access codes provided to the Customer and shall take all necessary and reasonable steps to secure them and shall immediately notify INFOSOFT in case of loss or misuse by third parties.

3. The Customer undertakes to respect copyrights as well as the rights of third parties in general and to comply with data protection. In particular, the Customer shall only use Docutain to the extent stipulated in the contract.

4. The backup of data against loss and the protection against viruses are the responsibility of the user and are explicitly recommended by INFOSOFT. Furthermore, the User undertakes to keep his systems (Docutain, operating systems, virus scanner, ...) up to date and in particular to install the Docutain updates provided by INFOSOFT regularly and promptly.

5. Docutain can be connected to cloud storage of various providers, the responsibility for the security of the data and the secrecy of necessary access data lies with the user and possibly also with his cloud provider.

6. The Customer shall not sublet the Docutain software or parts thereof provided by INFOSOFT free of charge or by subscription.

7. The Customer shall always use Docutain only in the latest version provided by INFOSOFT.

Rectification/Warranty

1. The Customer shall notify INFOSOFT in text form of obvious defects within a period of two weeks from receipt of the service, of hidden defects within a period of two weeks from detection. Liability and warranty claims for defects after expiry of the period applicable to them shall be excluded. The timely dispatch of the notice of defect shall be sufficient to meet the deadline. Prerequisite for the rectification and warranty rights is a written fault report by the user, this can also be made online, by e-mail or directly from the mobile app and the Windows PC application.

2. As long as the customer is in arrears with remuneration payments and a right of retention does not exist, INFOSOFT shall be entitled to refuse the subsequent performance.

3. In case of detected defects the customer shall be entitled to demand subsequent performance from INFOSOFT in the form of removal of the defect or delivery of an equivalent defect-free contractual product (subsequent improvement). After three unsuccessful attempts to remedy the defect, the remedy shall be deemed to have failed. If the subsequent performance fails, the customer has the right to reduce the price appropriately or to withdraw from the contract if the legal requirements are met. A prerequisite for the assertion of these customer rights is that the customer has properly fulfilled all obligations to inspect the goods and to give notice of defects within the meaning of § 377 HGB (German Commercial Code).

4. The limitation period for warranty claims for contractual products shall be 12 months from receipt of the contractual product (except in the case of claims for damages).

5. The customer shall not be entitled to remedy defects himself or to have them remedied and to demand reimbursement of the expenses required for this before notification of the defect to INFOSOFT and before the latter's failed attempts to remedy the defect. The rights of the Customer due to defects shall be excluded if the Customer makes or has made changes to the Software without INFOSOFT's consent or before INFOSOFT's notification of the defects and before any failed attempts to remedy the defects by INFOSOFT.

6. The rights of the Customer due to defects shall remain unaffected, provided that the Customer is entitled to make changes, in particular within the scope of the exercise of the right of self-remedy pursuant to § 536 a para. 2 BGB (German Civil Code), and provided that such changes have been carried out professionally and have been documented in a comprehensible manner.

Liability

1. INFOSOFT shall be liable for the Docutain products provided by INFOSOFT free of charge only in accordance with the statutory provisions, i.e. in particular in accordance with § 521 of the German Civil Code (gift) or § 599 of the German Civil Code (loan) only for gross negligence and intent.

2. The liability of INFOSOFT shall be limited to the latest version of Docutain available for use by the Customer.

3. INFOSOFT shall be liable for gross negligence, fraudulent intent and willful misconduct in accordance with statutory provisions. The same shall apply in case of injury to life and limb or health as well as for liability under the Product Liability Act.

4. In all other respects INFOSOFT shall be liable for slight negligence in the context of the provision of products against payment only in the event of a breach of material contractual obligations, i.e. contractual obligations the fulfilment of which is a prerequisite for the proper performance of the contract and the observance of which the Customer may regularly rely on. In the area of these breaches of duty INFOSOFT's liability shall be limited to the foreseeable damage typical for the contract and to that extent liability for consequential damage and/or loss of profit shall be excluded.

5. In all other respects the liability of INFOSOFT shall be excluded.

6. INFOSOFT shall not be liable for loss of data or damage caused by the fact that the customer cannot work productively with the system, if such damage is caused by the fact that the customer has failed to back up the system and the data processed with it within reasonable periods of time, using means which correspond to a current and proven state of the art.

7. In case of liability due to loss of data, the liability of the damage is limited to the damage that would have occurred even if the customer had fulfilled all duties to cooperate and obligations.

8. The above provisions and limitations of liability shall also apply in favor of employees, agents and vicarious agents.

Changes of the Terms of Use for Business Customers

INFOSOFT reserves the right to amend these General Terms and Conditions at any time, subject to a reasonable notice period of at least six weeks. The announcement shall be made by publication of the amended General Terms and Conditions, stating the date of entry into force, on the Internet at www.docutain.de as well as by a separate notice to the Client at the e-mail address provided by the Client. If the customer does not object to the changes within six weeks after notification, the amended terms and conditions shall be deemed accepted and thus binding for the contracting parties.

Applicable law, place of jurisdiction and contractual language

1. The law of the Federal Republic of Germany shall apply to all contracts in which these General Terms and Conditions are included, to the exclusion of the UN Convention on Contracts for the International Sale of Goods.

2. If the customer is a merchant in the sense of §§ 1 ff. HGB (German Commercial Code), the exclusive place of jurisdiction for all disputes arising from contracts in which these GTC are included shall be Koblenz.

3. The contractual language is German. If translations of these GTC or other contract-related declarations and documents are made, only the German version shall be legally binding.

Miscellaneous

1. Should individual provisions of this contract be invalid or void in whole or in part or become invalid or void in whole or in part as a result of a change in the legal situation or as a result of supreme court rulings or in any other way, or should this contract contain any gaps, the parties agree that the remaining provisions of this contract shall remain unaffected and valid. In this case, the contracting parties undertake, taking into account the principle of good faith, to agree on a valid provision in place of the invalid provision which comes as close as possible to the meaning and purpose of the invalid provision and which it can be assumed that the parties would have agreed on at the time of conclusion of the contract if they had known or foreseen the invalidity or ineffectiveness.

2. Any amendments, supplements or ancillary agreements to these General Terms and Conditions must be made in writing.