The object of this contract is the delivery of updates to the software purchased by the customer from the manufacturer, as well as the provision of support services. Updates include bug fixes as well as customisations and functional enhancements. This contract covers all modules purchased by the customer with the number of licensed users and cannot be concluded for individual modules. This service subscription must be concluded at the same time as the purchase of the products for which the service subscription applies. If the service subscription is agreed at a later date, the customer undertakes to pay the price for the services for the period during which he did not take out a service subscription for the products.
The manufacturer is authorised to change the conditions of use and operation for the software subject to a notification period of 30 days.
The manufacturer shall deliver the new updates to the customer after their release and after consultation with the customer. There is no entitlement to the release or provision of a new update at a specific time.
The customer is entitled to telephone and electronic support services up to a maximum of 1 hour per support case during the published on-call times. This does not include on-site support, remote installation, customisation of reports, customisation of customer-specific configurations, training of the customer's employees, etc. These services are charged at the regular hourly rate, with prior notification by the support employee.
The Customer shall ensure that the obligations to co-operate required for the fulfilment of the Contractor's services are performed free of charge and in good time. This includes in particular the following duties to co-operate:
The prices for the services of this contract are determined according to the manufacturer's price list. Ancillary costs and VAT are not included in the fees.
The service subscription fees are payable semi-annually in advance at the beginning of each contract period.
The manufacturer is authorised to change the prices for the services in accordance with this contract subject to a notice period of four months. The customer is then entitled to terminate this contract in writing within a period of one calendar month from the date of the notification letter, subject to a notice period of six months. If no notice of cancellation is given, the new prices shall apply upon expiry of the notice period.
The terms of use of the licence agreement of Triviso GmbH also apply to updates.
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 faulty, the customer has the right to rectify the defect by means of an update. In the event of failure to rectify the defect 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.
The manufacturer provides the services of this contract from the conclusion of the contract.
The contract is concluded for an indefinite period. It can be cancelled in writing by either party every six months, subject to a notice period of six months.
The manufacturer shall not be liable for damages (in particular for damages resulting from loss of profit, business interruption or loss of business information or data) arising from the use of the software, even if the manufacturer is aware of the possibility of such damages.
This contract contains all agreements made regarding the subject matter of the contract. Amendments or additions to the contractual provisions must be made in writing and signed by both parties in order to be valid.
Should any provision of this contract be or become invalid or should the contract be incomplete, this shall not affect the validity of the remaining content of the contract. The invalid provision shall be deemed to be replaced by a provision that comes closest to the meaning and purpose of the invalid provision in a legally effective manner. The same applies to any loopholes in the contract.
German law shall apply (to the exclusion of the Vienna Convention on Contracts for the International Sale of Goods). The place of jurisdiction is Freiburg.
Freiburg, January 2018
