Terms & Conditions

CLC xinteg
Software Licensing General Terms and Conditions

§ 1 Subject of the contract and contract content
1.
The subject matter of the Software License Agreement, which comes into effect when the Customer places the order, is the transfer of the software described in more detail in the Software License Certificate (Appendix) and the granting of the rights of use to the software listed in §2
2.
For the execution of the contract, the regulations of the Software License Agreement and the following Software Licensing General Terms and Conditions apply exclusively. Deviating contractual conditions of the Customer (e.g. terms of delivery, terms of payment) shall not become part of the contract even if CLC xinteg does not expressly object to them.
3.
Amendments and supplements to the Software License Agreement and the Software Licensing General Terms and Conditions must be made in writing in order to be effective - unless expressly provided otherwise below - this shall also apply to the waiver of the requirement of the written form.
4.
Representations in test programs, specifications, product descriptions and the like are not guarantees. Guarantees require the express written confirmation of CLC xinteg.
5.
These terms and conditions shall also apply in their respective current version to further orders of the Customer, even if this is not expressly referred to again.

§ 2 Rights
1.
All rights to the software are the sole property of CLC xinteg in the relationship between the contracting parties. CLC xinteg grants the Customer the non-exclusive, temporally unlimited rights according to subparagraph 2 to subparagraph 5.
2.
Duplication of the software is only permitted for backup purposes to the extent provided by law. Backup copies are - as far as technically possible - to be provided with the copyright notice of the original software.
3.
The translation, editing (unless it is absolutely necessary for the intended use including the elimination of errors and CLC xinteg does not fulfill its contractual obligations in this regard within a reasonable period of time), arrangement and other reworking of the software are prohibited.
4.
All other (copyright relevant) uses and possibilities of use of the software are prohibited. Data center services for third parties or any other use of the software for the purposes of third parties (e.g. within the scope of online services) are not permitted. Use by or for companies associated with the Customer is only permitted with expressed written permission in the Software License Certificate. Distribution of the software is not permitted.
5.
The software may only be passed on to third parties with the written permission of CLC xinteg. Permission is granted if the Customer finally and completely relinquishes his own legal position in the software and, prior to the transfer, submits a written undertaking by the third party to accept CLC xinteg's regulations on rights of use and confidentiality. The acquirer may not derive any contractual or other legal claims against CLC xinteg from this. Splitting of the rights of use in accordance with the Software License Certificate is not permitted. After transfer, the Customer shall assure CLC xinteg in writing that he is no longer in possession of the software or copies thereof, or that he will return any backup copies to a new use.
6.
To exercise the rights, the Customer receives the following scope of delivery:
- All necessary software components
- Manual or service description in electronic for
- Installation guide.
7.
All rights to other copyrightable work results that CLC xinteg provides to the Customer within the scope of the execution of the contract are the sole property of CLC xinteg; this also applies insofar as they were created in cooperation with or at the suggestion of the Customer. The Customer receives the temporally unlimited, non-exclusive authorization to use and process them for the Customer's internal purposes in connection with the contractually granted authorization to use the software. Insofar as the copyrighted work results are independent of the software, the Customer may use these for an unlimited period of time, only for internal company purposes and only process them for these purposes. Distribution is not permitted.
8.
An extension of the scope of use requires a separate contractual agreement. If CLC xinteg determines that the Customer is using the software beyond the agreed scope, CLC xinteg has the right to invoice the difference between the remuneration paid and the remuneration for the actual scope of use. Further rights remain reserved.
9.
The contractual terms and conditions of the third-party software manufacturers or suppliers shall apply to any software listed in the appendix Third-Party Software, if required, and shall be made available to the Customer for inspection at any time upon request; alternatively, CLC xinteg may also provide the Customer with the Internet address at which the terms and conditions can be accessed.

§ 3 Remuneration and payment
1.
The remuneration for the provision of the software and the granting of the rights specified in § 2 in conjunction with the Software License Certificate is set forth in the Software License Certificate (Appendix) or in the Customer's order.
2.
Value added tax at the applicable statutory rate shall always be added to the remuneration. Invoices are payable without deduction within 14 days after delivery of the software and receipt of the invoice.
3.
If the Customer is in default of payment, CLC xinteg is entitled to charge default interest at the statutory rate. CLC xinteg is also entitled to suspend further performance of the contractual services until the Customer has fulfilled his payment obligations. CLC xinteg will inform the Customer of this before discontinuing the services. Offsetting by the Customer is only permitted with undisputed or legally established claims. The Customer may assign claims against CLC xinteg only with the consent of CLC xinteg.
4.
If the Customer is already entitled to use the software prior to full payment, CLC xinteg reserves the right to revoke the granted rights of use in the event of a delay in payment of more than four weeks, final refusal to pay or insolvency of the Customer. In the event of revocation, the Customer must immediately delete or return the software and all copies thereof and provide written assurance of deletion and return at CLC xinteg's request.

§ 4 Technical requirements; system environment; product requirements and specifics
1.
The technical requirements for the proper functionality of the software are regulated, if necessary, in the appendix Technical Requirements and Third-Party Software. Setting up and maintaining these prerequisites is a matter for the Customer and shall be carried out by the Customer at its own expense. The software shall always be parameterized individually for the Customer's system environment. The Customer can order this service - depending on the scope - within the framework of a separate installation or project contract. CLC xinteg expressly draws attention to the fact that if the system environment is changed (also in the context of customizing the third-party software), the functionality of the software may be impaired or no longer be given. CLC xinteg is willing to restore the functionality on a separate contractual basis against reimbursement of the expenses, provided that the technical requirements continue to be met. The same applies in the event of further development of the system environment (e.g. as part of the maintenance of the third-party software).
2.
Error analysis and elimination shall be carried out by telephone, by e-mail or by support ticket and - if agreed between CLC xinteg and the Customer - by remote data transmission. In this case, the Customer provides at his own expense for the establishment and maintenance of a remote data transmission facility in accordance with (if necessary and available) appendix Remote Connection for the entire duration of the contract, including the material and legal liability for defects. The Customer shall bear the line costs. CLC xinteg undertakes to use this connection only after prior agreement; in all other respects the regulations concerning data protection in § 9 shall apply. The Customer may terminate the connection at any time; the risk and responsibility for a termination of the connection as well as any additional costs incurred thereby shall be borne by the Customer. If access via remote data transmission is not granted despite agreement, CLC xinteg will perform error analysis and correction on site, if this is necessary in the individual case. These on-site services will be invoiced separately according to CLC xinteg's current rates of remuneration.
3.
CLC xinteg draws attention to the fact that access via remote data transmission in accordance with subparagraph 2 may result in a security vulnerability for the Customer's system. CLC xinteg will take reasonable security precautions according to the state of the art.

§ 5 Contact person and cooperation of the Customer
1.
The complexity and individuality of the software require intensive cooperation between the Customer and CLC xinteg. The Customer shall cooperate free of charge in the performance of the contractual services (including debugging), in particular by providing the services specified in subparagraph 2 to subparagraph 6.
2.
The Customer shall name a contact person and his/her deputy to CLC xinteg. The designated persons are responsible for all questions in connection with the execution of the contract and as competent system administrators. The contact persons shall coordinate at the Customer's site the measures necessary to clarify and resolve the error messages at the Customer's site. They are available to CLC xinteg for queries and information relating not only to CLC xinteg software, but also to underlying operating systems, networks, RDT-components, SAP-systems and other software, hardware and system environments. They alone are authorized to submit error messages to CLC xinteg.
3.
The Customer shall provide CLC xinteg in a timely manner, without being requested to do so, with all necessary information for the performance of the contractual services. This obligation also extends to the provision of data from the Customer - i.e. test data as required, but also real data - in appropriate quality and quantity, which CLC xinteg requires for the execution of the contract. Data carriers and data format shall be coordinated.
4.
The Customer shall ensure that CLC xinteg always has access to all premises during normal business hours and has access to the hardware and software available at the Customer's premises and to the system administration as well as the data files, to the extent that this is necessary for the performance of the contractual services. CLC xinteg shall comply with the house rules of the Customer. As far as thereby (e.g. by safety regulations or company vacation) the achievement contribution is made more difficult or delayed, the Customer has to represent this.
5.
The Customer shall carry out a data backup at regular intervals (CLC xinteg recommends at least once a day) and before any intervention in existing EDP systems (e.g. installation of new programs or versions). CLC xinteg will notify the Customer before each intervention.
6.
Error analysis, processing and elimination are only possible if the Customer submits qualified error messages through the designated expert system operators and deputies, which always contain the following information in particular:
- Information about software and hardware environment at the Customer; status of the installation or changes to the installation/configuration (if these are not already known to CLC xinteg). These can also be changes to the systems that are linked to or controlled by the software.
- Detailed error descriptions with corresponding error codes, if necessary, problem files, configuration files, etc.
7.
If the Customer does not fulfill his contractual obligations to cooperate, does not do so properly, or does not do so in a timely manner, CLC xinteg may charge for any resulting costs or additional expenses in accordance with the rates currently agreed upon with CLC xinteg GmbH for services.

§ 6 Delays in deliveries and services
1.
CLC xinteg can only meet agreed deadlines if the Customer fully complies with his obligations to cooperate. Agreed deadlines may be postponed in the event of changes and extensions and in the event of insufficient cooperation. In these cases and in other cases for which CLC xinteg is not responsible (e.g., force majeure, labor disputes), the dates shall be postponed by the additional time required or by the time of the disruptions and by a reasonable restart time.
2.
If CLC xinteg is in default, the Customer is first obliged to set a reasonable grace period in writing for the provision of the deliveries and services. Only after the fruitless expiration of this period, he can assert further rights. If the Customer wishes to withdraw from the contract or claim damages instead of performance or reimbursement of expenses after the fruitless expiration of the written grace period, he must announce this intention in the letter setting the grace period.

§ 7 Defects of quality and title
1.
CLC xinteg shall initially provide warranty for material and legal defects through subsequent performance. In the case of material defects, subsequent performance shall, at CLC xinteg's option, take the form of error correction or delivery of an error-corrected program version or other error-corrected work results. If the contractual use is restricted due to legal defects (e.g., due to third parties asserting rights to the software), CLC xinteg shall, at its option, ensure the contractual use of the software within the scope of subsequent performance by defending against or satisfying these rights or by making appropriate changes to the subject matter of the contract. CLC xinteg may, at its option, conduct the judicial or extrajudicial dispute against the third party itself on behalf of the Customer. The Customer shall support CLC xinteg in this to a reasonable extent and free of charge.
2.
Furthermore, the Customer has the right to withdraw from the contract after the fruitless expiry of a reasonable period set in writing, which may allow several attempts at subsequent performance. For damages and reimbursement of expenses, § 8 shall apply. Further rights in case of material defects and defects of title are excluded.
3.
The proper fulfillment of the obligations by CLC xinteg in the case of material defects requires that the Customer immediately reports defects in writing or by mail with a precise description of the defect in accordance with § 5 subparagraph 6 by the system administrator or his representative and cooperates in the elimination of defects in accordance with § 5. Prerequisite in the case of legal defects is that the Customer immediately informs CLC xinteg in writing about third party property rights asserted against him and provides all necessary information and data.
4.
CLC xinteg shall support the Customer in troubleshooting even if it cannot be determined that the errors are due to CLC xinteg's deliveries and services. If it is not demonstrably established during the troubleshooting that the errors that have occurred are based on deliveries and services of CLC xinteg, CLC xinteg shall invoice the Customer for the expenses incurred.
5.
CLC xinteg's obligations in the case of material defects and defects of title do not apply if the contractual items have been modified without CLC xinteg's consent and the Customer does not prove that the material defect or legal defect is independent of this. The same applies if the Customer makes customizing settings himself with the consent of CLC xinteg. Furthermore, CLC xinteg does not provide any warranty as long as the Customer uses the contractual objects contrary to the restrictions of use according to the Software License Certificate and § 2.
6.
The limitation period for material defects and legal defects shall be one year - except in the case of intent - and shall commence upon delivery, unless otherwise agreed in the installation contract.
7.
In the event of defects in third-party software or hardware provided by CLC xinteg under this contract, CLC xinteg may also, at its option, first assign to the Customer the claims to which CLC xinteg is entitled against its suppliers in this regard. In this case, the Customer may assert claims against CLC xinteg only after fruitless - if necessary judicial - recourse to these persons.

§ 8 Liability
1.
CLC xinteg shall only be liable for any kind of breach of duty and for any legal reason whatsoever (e.g. culpa in contrahendo, default, defects in quality and title, other breach of duty, unauthorized action): - In the event of intent and from quality and durability warranties in the full amount;
- In all cases of gross negligence for the foreseeable and typical damage limited to the individually agreed maximum amount for all cases of damage within the scope of the execution of the contract as a whole; in the absence of any other agreement, liability for all cases of damage within the scope of the execution of the contract as a whole shall be limited to the simple license value.
- In the case of simple negligence in the event of a breach of a material obligation, insofar as this jeopardizes the achievement of the purpose of the contract (so-called cardinal obligation), for the foreseeable and typical damage limited to the individually agreed maximum amount for all cases of damage within the scope of the performance of the contract as a whole; in the absence of any other agreement, liability for all cases of damage shall be limited to the simple license value as a whole. Liability for loss of production, business interruption and loss of profit as well as loss of interest is excluded.
- Otherwise not.
2.
CLC xinteg will compensate for further damages, provided CLC xinteg has insurance coverage for this and receives payment.
3.
The statutory liability for personal injury and under the Product Liability Act shall remain unaffected.
4.
CLC xinteg shall only be liable for loss of data (except in the case of intentional acts) if the Customer has carried out system checks and data backups at regular intervals (at least once a day and before any intervention such as the installation of new programs or program versions) and only if the data can be reproduced with reasonable effort from data files held in machine-readable form.

§ 9 Confidentiality and data protection
1.
The contracting parties undertake to keep secret all information, documents and data of which they become aware during the provision of the contractual services and not to make them accessible to third parties outside the purpose of the contract. The Customer shall take appropriate measures to ensure that third parties do not have access to the contractual software or other documents of CLC xinteg. The contracting parties shall inform their employees of the obligation to maintain secrecy. CLC xinteg is entitled to use know-how gained during the execution of the contract for its business activities, in particular for the further development of the software, as well as to further develop general techniques and concepts gained in the process.
2.
CLC xinteg processes the Customer's data electronically and observes the provisions of the Data Protection Act. However, it is the responsibility of the Customer to secure personal data before the start of services in such a way that unintentional access (not required for the execution of the contract) by CLC xinteg is not possible. In addition, it is the responsibility of the Customer to obtain any approvals required by data protection law from affected employees, Customers, and business partners of the Customer, as well as other affected persons. The Customer shall indemnify CLC xinteg against all claims that these persons may assert against CLC xinteg due to non-compliance with these obligations. This also applies to an access possibility on site and by remote data transmission, if an access possibility by remote data transmission is agreed.
3.
The confidentiality obligations shall apply for five years beyond the term of the contract.

§ 10 Reference naming
1
CLC xinteg is entitled to include the Customer in its list of reference customers, and to use the Customer's name and the Customer's company logo in interviews or public announcements, unless the Customer objects to this in writing.

§ 11 Jurisdiction and Applicable Law; Final Provisions
1.
Place of performance is the registered office of CLC xinteg. The place of jurisdiction for all disputes regarding the contractual relationship is - if the Customer is a merchant, a legal entity under public law or a special fund under public law or has no place of jurisdiction in Germany - the registered office of CLC xinteg. German law applies to the exclusion of the UN Convention on Contracts for the International Sale of Goods.
2.
Should individual provisions of this contract be or become invalid or should the contract be incomplete, this shall not affect the validity of the remaining provisions. In the event of such a case, the contracting parties shall attempt to regulate or supplement these points by mutual agreement in such a way that the intended economic purpose is achieved as far as possible in a legally permissible manner. This subparagraph shall also apply mutatis mutandis to any gaps requiring supplementation.
3.
Should this agreement be translated into another language, the German version shall prevail in the event of any discrepancies or difficulties of interpretation.