The customer shall be granted the personal, non-exclusive and non-transferable right to use the standard application programme („programme“) specified in the offer/order confirmation, together with the associated documentation provided in written or machine-readable form, on a suitable IT system or cloud infrastructure (“customer system") installed on the customer's premises for an indefinite period of time in accordance with its intended use in return for payment of the agreed remuneration.
„Intended use“ within the meaning of these licence conditions is exhaustive:
Payment is to be made in cash upon delivery of the programme or within 30 days of the invoice date. Unless otherwise agreed, the prices quoted are for the single use of a copy of the programme, excluding statutory VAT and any postage, costs for data carriers and data transmission, etc.
The Licensor has the right to charge default interest of 2.5 % per month above the base rate on all outstanding payments after expiry of the payment period without a reminder.
The offsetting of any claims of one contractual partner against counterclaims of the other partner requires prior written agreement.
If the licence is rented or made available within a cloud offer, all rights of use to the software expire upon termination of the rental or cloud contract. The customer's data shall be made available to the customer in a suitable form.
The use of the program on a system other than the customer's system, on several workstations, on networks, in client-server operation, on additional mobile devices, the temporary or permanent rental or lending of the program, its modification and the return of the machine-readable program to the source language (unless absolutely necessary for the correction of program errors or the establishment of interoperability) require prior written agreement with the licensor.
With the prior written consent of the licensor, the customer may pass on the programme, alone or together with the customer system, to a third party, provided that he confirms in writing that he will not retain any copies of it and that he will definitely cease using it.
Violation of the provisions on extended use (paragraph 4) and program distribution (paragraph 5) constitutes an infringement of the licensor's protected rights and entitles the licensor to double the amount of the one-time licence fee for each unauthorised additional use or distribution of the program, subject to compensation for further damages and civil and criminal sanctions for infringement of property rights.
The customer recognises the industrial property rights, in particular the licensor's copyright to the program and documentation. Accordingly, the customer shall affix the licensor's copyright notices to all complete or partial copies of the programme and documentation made in the course of the intended use.
The program and documentation contain information, ideas, concepts and procedures, in particular concerning the processing of data and the organisation of processes, which constitute business and trade secrets of the licensor. Accordingly, the customer is obliged to treat the program and the documentation with the same care and confidentiality as his own business and trade secrets, to use them only for the intended purpose in accordance with these licence conditions and not to make them accessible or publish them to third parties in any way or form, either in whole or in part.
The customer shall take the necessary organisational and technical measures to protect the program and the documentation from unwanted disclosure or access, theft or misuse by unauthorised persons. In particular, the customer shall delete all parts of the programme stored on storage media before passing them on. The customer shall also ensure that the number and location of the backup copies of the programme made in connection with the intended use are checked
The customer is responsible for the procurement and maintenance of a suitable IT system, the selection, installation and use of the programme and the results generated by its use, and the licensor cannot assume any warranty for this.
The Customer shall only use IT components (hardware and software) recommended by Triviso GmbH as IT systems. If the customer uses other IT components, he alone bears the risk and Triviso GmbH assumes no warranty and liability for this. Any additional expenses and damages incurred by Triviso GmbH in connection with the use of non-recommended IT components, including claims by other affected parties, shall be borne in full by the Customer.
Should the customer nevertheless use products that are not recommended accordingly, he acknowledges that Triviso GmbH may not be able to provide its previous, proper services to the customer for technical reasons, in particular with regard to performance issues.
Services in connection with the adaptation of the programme to the customer's special requirements, support with installation and commissioning, introduction and training of customer personnel, advice on application problems, maintenance and care of the programme, delivery of additional copies of printed documentation are provided by the licensor on the basis of a special agreement or under a separate service contract.
The Manufacturer shall only be liable for direct damages incurred by the Customer in connection with the fulfilment of the Contract, e.g. due to non-performance, breach of duty of care, delay or infringement of intellectual property rights, if such damages were demonstrably caused by gross negligence or intent on the part of Triviso.
Triviso expressly rejects any liability for damages incurred by the Customer in connection with the deployment and use of the Devices and the Licensed Material and the results achieved thereby, in particular for loss of profit, unrealised savings, additional expenses or third-party claims.
The manufacturer points out that it is not possible to create computer software in such a way that it works flawlessly in all applications and combinations. The subject of this contract is therefore only software that essentially works as formulated in the functional description.
The manufacturer guarantees that the software functions in accordance with the functional description when used as intended. The manufacturer rejects any warranty under the following circumstances in particular:
If defects are found in the software, the customer must report these to the manufacturer immediately in writing. The warranty period is 90 days from delivery of the software. If the software is defective within the meaning of paragraph 12.4, the customer shall be entitled to rectification of the defect by means of an update. If the rectification of defects fails twice, the manufacturer is entitled to withdraw from this contract in writing. This shall not affect the licence agreement and the contract under which the customer acquired the software. Other warranty claims (namely replacement by a third party) are expressly excluded.
The warranty for the rights of use is excluded.
All amendments and additions to these licence conditions and all ancillary agreements must be made in writing and accepted by the customer and the licensor in order to be valid.
Should any provision of this contract be or become invalid or should the contract be incomplete, the validity of the remaining content of the contract shall not be affected.
shall not be affected by this. The invalid provision shall be deemed to be replaced by a provision that corresponds to the meaning and purpose of the invalid provision in a legally effective manner.
comes as close as possible in economic terms. The same applies to any contractual loopholes.
These licence conditions are subject to German law, to the exclusion of the United Nations Convention on Contracts for the International Sale of Goods of 11 April 1980.
The ordinary judge at the Licensor's registered office shall have exclusive jurisdiction to decide all disputes arising out of or in connection with these Licence Conditions, subject to the Licensor's right to sue the Customer for the remuneration owed at the Licensor's registered office.
Freiburg, January 2018
