GENERAL TERMS AND CONDITIONS OF E-DOX AG FOR THE USE OF SOFTWARE PACKAGES
TABLE OF CONTENTS
1. Area of application
2. Subject-matter of the contract and scope of services
3. Contract duration and termination
4. Remuneration
5. Rights of Use and exploitation of the Provider’s services
6. Rights of the Customer in the event of default
7. Liability
8. Data protection, data processing by order, secrecy
9. Applicable law, place of performance, place of jurisdiction
10. Miscellaneous
1. AREA OF APPLICATION
1.1 All services provided by e-dox AG, Maximilianallee 2, 04129 Leipzig, (hereinafter referred to as “Provider”) to the Customer (hereinafter referred to as “Customer”) shall be performed exclusively on the basis of these General Terms and Conditions and the individual agreements concluded for this purpose between e-dox AG and the Customer (hereinafter referred to as “Package bookings”/). The Customer is the contractual partner of the provisions specified in the usage agreement.
1.2 Conflicting, deviating or additional general terms and conditions of the Customer shall not become part of the contract.
1.3 The Provider expressly reserves the right to change these terms of use at any time and without stating reasons with effect for the future. The provider will inform the Customer about a change of the terms of use at the latest two weeks before they come into effect by e-mail to the e-mail address deposited by the Customer in his Customer account. If the existing contractual relationship between the respective Customer and the Provider is affected by the change, the Customer has the right to object to the changes within two weeks after receipt of the e-mail. If the Customer does not raise an objection within two weeks of receiving the e-mail, the amended terms of use shall be deemed accepted. The Provider will inform the Customer entitled to object separately of the significance of the two-week period in the e-mail containing the changes.
2. SUBJECT-MATTER OF THE CONTRACT AND SCOPE OF SERVICE
2.1 Service-Packages
(1) The individual service packages, which can contain various Xerox applications Xerox multi-function devices that comprise the product and the price list described in detail on the Website https://www.e-dev.services the functions listed and the services contained therein.
(2) The following service packages are described in the product and price list:
– RENT-A-DEV Starter
Development services by certified software developers limited to 30 hours per year. Free support via e-mail communication.
– RENT-A-DEV S
Development services by certified software developers limited to 60 hours per year. Free support via e-mail communication.
– RENT-A-DEV M
Development Services by certified software developers limited to 120 hours per year. Free support via email communication and telephone.
– RENT-A-DEV L
Development services by certified software developers are limited to 240 hours per year. Free email, communication, chat and phone support. Demand for dedicated developers for all projects.
– Book2Go App
Deployment of Public Cloud Services for the use of the Book2Go App after successful registration. Data will be irrevocably deleted 24 hours after their creation and storage without prior notice. Free e-mail support.
– C2PDF App
Provision and Licensing of the C2PDF App Backend and the C2PDF App Weblet for download and for the purpose of installation on a Convert2PDF Server. Free e-mail support.
– epido[X] App
Provision and Licensing of the epido[X] Standard or Enterprise software including App installation on Xerox devices for download and for the purpose of installation on a server. Free e-mail support.
2.2 Developer hours
(1) With regard to the specified contingent of developer hours in the product and price list on the website https://e-dev.services the Provider only owes the contractually specified number of development hours for the individual development of an industry-standard application. The development success of the respective application is not owed.
(2) The Customer can freely call up the development hours. The Customer can obtain information about the current status of his credit balance at any time via his Customer account created on the provider’s website at https://e-dev.services.
(3) If the time quota is used up, the contractual partner will be informed of this in good time by the Provider via E-Mail. The contracting party may add further development hours at any time by means of its Customer account at https://e-dev.services möglich.
2.3 Exclusive Application Development
(1) If the Customer wishes an exclusive use (in accordance with §5.3) of the application to be developed, this must be agreed before the requirements are transmitted by means of an individual agreement (SOW).
(2) The Customer receives a separate proposal for exclusive application development. The product and price list does not apply in this case.
2.4 Software Maintenance
(1) The Customer is hereby advised that the continuous operation of an application due to the high-speed capability in the field of mobile terminal devices and associated operating systems as well as the dependence of third-party components and external web services regularly requires a later adaptation and further development.
(2) Part of the service packages is the maintenance of the applications contained in the packages. These maintenance services include:
a) Measures for maintaining functions, e.g. adaptation to changed Hardware (e.g. terminal devices) and Software (e.g. operating system versions) as well as interfaces (e.g. to third-party components);
b) Measures for troubleshooting, e.g. correction of incorrect presentation, analysis of” crashes ” in certain system environments (Bugfixes);
c) Some minor functional improvements, e.g., optimization of speed or memory consumption, in addition to smaller features (Updates).
3. CONTRACT DURATION AND TERMINATION
3.1 The user agreements of the service packages are permanent obligations.
3.2 The contract term begins on the agreed date. Unless otherwise agreed, agreements on long-term obligations, is a basic term of twelve (12) months and shall be extended thereafter for a further twelve (12) months if not terminated by one party with a notice period of six (6) weeks prior to the end of the initial term or any extension term.
3.3 Termination of the contractual relationship requires written form (letter or fax) or text form (E-Mail).
3.4 The right of both parties to extraordinary termination for good cause remains unaffected.
3.5 Upon termination of the contract, the Provider is entitled to immediately block the Customer’s access to the individual application applications. The Customer is obliged to stop using the application. All installed copies must be completely and permanently deleted from the Customer’s technical equipment.
4. PAYMENT TERMS AND REMUNERATION
4.1 For the services to be provided by the Provider in accordance with these General Terms and Conditions, the Customer shall pay the respective price specified in the product and price list on the website http://e-dev.services
4.2 The activation of the respective applications from the booked service package takes place immediately after completion of the order process.
4.3 Extra costs for individual application development, which are added to the developer hours included in the packages, will be charged to the Customer at the end of the month as a difference. The invoices at the end of the month have the first day of the following month as the invoice date and therefore arise from the usage-based costs of the current month.
4.4 If the Customer requests an exclusive development of an application (2.3), the payments to be made separately for this must be specified in an additional agreement.
5. RIGHTS OF USE AND EXPLOITATION OF THE PROVIDER`S SERVICE
5.1 With regard to the applications from the Service Packages (2.1), the Customer shall be granted the non-exclusive right, limited in time to the term of this Agreement, to use the application including the updates included in the scope of services. The contractual use includes the Installation, loading, displaying and running of the installed application as well as the saving of the application in the main memory of the technical devices on which the application is installed. The Customer does not receive any additional rights to the application.
5.2 The service results for the Customer, specially developed applications (2.2), the Provider developed in the framework of the contract and the Customer has to pass, he shall grant the Customer the non-exclusive and non-transferable right to use these for its own internal purposes and within the framework of the contractually stipulated use, for the purpose of a third party on a permanent basis, unless otherwise agreed.
5.3 If the Customer makes use of an exclusive development of an application (2.3), he shall be granted the exclusive right to use it for his own internal purposes on a permanent basis, unless otherwise agreed. In the case of exclusive development, the Customer also receives the source code of the application and may further develop it for his own purposes. Any further usage and exploitation activities require written agreement or approval.
5.4 The Customer is not entitled without the Provider’s permission to transfer the applications from the service packages (2.1) to third parties, in particular to sell or lease them. Unauthorized use of the application shall also be deemed to have occurred if it is used in the name or for the account of a third party who is not the contractual partner. This also applies to companies affiliated with the Customer. It does not matter whether the third party pays the Customer a fee for the usage or not.
5.5 The granting of rights of use or exploitation by the Provider is subject to the condition precedent that the services have been fully remunerated by the Customer. Until payment has been made in full, use shall only be permitted revocably within the scope of the actions to be performed by the Customer in accordance with the contract (e.g. tests). The revocable reimbursement ends automatically if the Customer is in default with the payment of a remuneration component, unless the arrears are immaterial.
5.6 The Customer shall retain any copyright (e.g. copyright notices) or other references to the Provider in or in the case of services unchanged. The Provider is entitled to inform in an appropriate manner of his participation or preparation of his services. For example, such a notice when loading an application, in the information about an application, in the Code of applications, in the Provider identification for Internet offers, in App Stores in the application description or in the imprint. The references to the Provider shall include in digital form at least the wording “<e-dev/> a project of e-dox AG, Leipzig”, a navigable, visible link to http://e-dev.services and, if technically possible, a logo.
6. RIGHTS OF THE CUSTOMER IN THE EVENT OF DEFAULT
6.1 The Provider is obliged to remedy defects in the applications provided within the framework of his maintenance obligations under the rental agreement.
6.2 The Customer is obliged to immediately notify the Provider in writing of any defects in the applications after their discovery. In the case of faults that occur, this is done by describing the time at which the faults occurred and the more detailed circumstances. The Customer shall take into account the information provided by the Provider regarding the analysis of the problem as far as can reasonably be expected and shall forward to the Provider all information available to him that is necessary for the elimination of the fault.
6.3The Provider shall meet its obligation to remedy the defects by providing updates for the applications for download with an automatic installation routine and by offering the Customer telephone support for solving any installation problems that may arise.
6.4 A termination by the Customer pursuant to § 543 paragraph 2 sentence 1 number 1 of the German Civil Code (BGB) due to non-granting of the contractual use is only permissible if the Provider has been given sufficient opportunity to remedy the defect and this has failed. The rectification of defects shall only be deemed to have failed if it is impossible, if it is refused or unreasonably delayed for the Provider, if there are justified doubts as to the prospects of success or if for other reasons the Customer cannot reasonably be expected to accept it.
6.5 If the service (developer hours under 2.2) is not provided in accordance with the contract and if the Provider is responsible for this (failure to perform), he is obliged to provide the service in whole or in part without additional costs for the Customer within a reasonable period of time in accordance with the contract, unless this is only possible with disproportionate expense.
7. LIABILITY
7.1 The Provider shall be liable in accordance with the statutory provisions (a) in the event of intentional and gross negligence of the cause of damage; (b) in the event of injury to life, body or health; (c) in accordance with the provisions of the Product Liability Act and (d) to the extent of a guarantee assumed.
7.2 In the event of a simple negligent breach of an obligation which is essential for achieving the purpose of the contract and on the fulfillment of which the Customer regularly relies on and may rely (cardinal obligations) on, the liability of the Provider is limited to the amount of the foreseeable and contract-typical damage. In all other respects, the liability of the Provider is excluded.
7.3 The above limitations of liability also apply analogously to the benefit of the Provider’s vicarious agents.
7.4 The strict liability of the Provider according to § 536 a paragraph 1.1 of the German Civil Code (BGB) for defects which already exist at the time of the conclusion of the contract is excluded.
8. DATA PROTECTION, DATA PROCESSING BY ORDER, SECRECY
8.1 Insofar as the Provider and employees of the Provider receive access to personal data of the Customer and/or his Customers within the scope of the provision of the applications (2.1) or with regard to the development of an application (2.2), the Provider processes this data on behalf of the Customer in accordance with Article 6 paragraph 1 (b) of General Data Protection Regulation (GDPR) and § 11 German Data Protection Act (BDSG).
8.2 A separate agreement will be made for this order data processing.
8.3 Both contracting parties are obligated to keep secret all information arising in connection with the respective contract and its execution and to use it exclusively for the purposes described in the respective contract.
8.4 The parties are obliged to ensure secrecy towards third parties also by their employees.
8.5 This obligation shall not apply to documents and knowledge which are generally known or which were already known to the parties upon receipt without being obliged to secrecy, or which are developed by the parties without exploitation of documents or knowledge which are to be kept secret. This obligation shall also not apply if the parties are obliged to disclose information by law or by official or court order.
8.6 The disclosure of confidential information to third parties is only permitted with the prior written consent of the Provider.
8.7 The confidentiality obligation shall remain in force even after termination of the contract.
9. APPLICABLE LAW, PLACE OF PERFORMANCE, PLACE OF JURISDICTION
9.1 The law of the Federal Republic of Germany shall apply exclusively to all disputes in connection with the contract of use – irrespective of the legal reason – to the exclusion of all provisions of the conflict of laws provisions that refer to another legal system. The application of the U. N. Sales law is excluded.
9.2 The place of performance is Leipzig. The exclusive place of jurisdiction for disputes with merchants, legal entities under public law or special funds under public law arising from contracts shall also be Leipzig.
10. MISCELLANEOUS
10.1 Changes or additions to the user agreement – including this written form clause – must be made in writing to be effective, whereby the transmission of signed declarations by fax is sufficient. All other communications within the scope of this agreement, unless otherwise expressly agreed, may be transmitted by E-Mail to the e-mail addresses to be designated by the parties for this purpose. However, oral and telephone communications are not sufficient.
10.2 The invalidity of individual provisions of these General terms and conditions shall not affect the validity of the other provisions. The ineffective provisions shall be replaced primarily by provisions which most closely correspond to the ineffective provisions in a legally effective manner. The same applies to possible regulation gaps.