GENERAL TERMS AND CONDITIONS FOR IT SERVICES

SCOPE OF APPLICATION
1. These General Terms and Conditions ("IT GTC") apply to all Contracts ("Contracts") of DIN Media GmbH ("Licensor") with enterpreneurs within the meaning of section 14 German Civil Code (BGB), a legal person under public law or a special public fund under public law ("Customer") for the provision of IT services, especially in connection with the transfer of the Nautos Software and associated IT services pursuant to the relevant Additional Terms and Conditions ("Additional Terms and Conditions"). Any terms and conditions of the Customer will only apply if and insofar as the Licensor expressly agrees to these terms and conditions. This also applies if the Licensor performs services unconditionally in the knowledge of the Customer's terms and conditions.
2. All services of the Licensor will be provided on the basis of these IT GTC and the relevant Additional Terms and Conditions.
3. These IT GTC and the relevant Additional Terms and Conditions apply as a framework agreement including for future services in connection with the provision of IT services between the Licensor and Customer, without a renewed reference being necessary in each case.These IT GTC and the relevant Additional Terms and Conditions are part of the relevant Contract between Licensor and Customer.
CONCLUSION OF CONTRACT
1. The Licensor's offers will be subject to confirmation. A contract only comes into force if the Licensor sends confirmation in text form within 14 calendar days after receipt of the order or performs the contractual service within this period.
2. Estimates of costs are only binding if expressly designated as such by the Licensor.
COMPENSATION AND TERMS OF PAYMENT
1. The compensation and terms of payment agreed in the offer will apply.
2. The Customer is automatically in default of payment at the latest 30 calendar days after the due date and receipt of the invoice, unless it is not responsible for non-payment.
LIABILITY
1. The Licensor will be liable pursuant to statutory rules (a) in the event of intentional and grossly negligent damage; (b) in the event of injury to life, body or health; (c) under the provisions of the German Product Liability Act (Produkthaftungsgesetz); and (d) within the scope of any guarantee assumed.
2. For simple negligent breach of a contractual duty which is material to achieve the purpose of the contract, and which the Customer relies on and is entitled to rely on being fulfilled (material contractual obligations), the Licensor's liability will be limited in terms of the amount to the foreseeable damage and damage typical for such contracts. Otherwise, the Licensor's liability is precluded.
3. The above liability restrictions also apply by analogy in favour of the Licensor's vicarious agents.
4. The Licensor's strict liability under section 536 a (1) alternative no 1 German Civil Code for defects which existed when the Contract was concluded is precluded.
5. In the event of loss of data, the Licensor will only be liable for the time and effort required to restore the data, subject to proper data backup by the customer.
DATA PROTECTION
1. The parties undertake to observe the statutory provisions regarding data protection and to ensure that these provisions are observed by their employees and any subcontractors. They also undertake to support one another when satisfying the statuto-ry requirements and provisions relating to data protection and data security in accordance with this Contract.
2. If it transpires that the collaboration between the parties makes it necessary to conclude data protection agreements in respect of personal data (e.g. a data processing agreement pursuant to Article 28 GDPR), the Customer will enter into such an agreement with the Licensor and comply with the duties set out therein to the extent necessary to ensure that data processing is compliant with the law.
CONFIDENTIALITY
1. The Customer is required to maintain confidentiality in relation to all information arising in connection with the relevant Contract and its execution, and to use such information exclusively for the purposes specified in the relevant contract.
2. The Customer is under obligation to ensure its employees also maintain confidentiality towards third parties.
3. This obligation does not apply to generally known documents and common knowledge, or documents and knowledge with which the Customer was already acquainted when they were received, without the supplier being sworn to secrecy, or that are developed by the Customer without use being made of any confidential documents or knowledge. This obligation also does not apply even if the Customer is required to disclose information by law or by official or court order.
4. Confidential information may only be forwarded to third parties after prior written consent from the Licensor.
5. The confidentiality obligation will also continue to exist after the end of the Contract.
PROHIBITION OF OFFSETTING
The Customer only has the right to offset and exercise a right of retention if its counterclaim is (a) either undisputed has been ruled final and absolute by a court of law or (b) where such claim has been asserted through a court the claim is ready for a decision or (c) where such claim is synallagmatic to the principal claim.
FORCE MAJEURE
The parties are not be liable to each other with regard to delays in performance resulting from force majeure, meaning circumstances outside their respective control.
FINAL PROVISIONS
1. The Licensor reserves the right to amend these IT GTC and the individual Additional Terms and Conditions at any time in the event of changes in the legal situation, supreme court rulings or market conditions, provided that such amendments do not result in a restructuring of the contractual structure. The Customer will be informed of the amended IT GTC or Additional Terms and Conditions at least two (2) weeks before they take effect. The amended IT GTC or amended Additional Terms and Conditions will be deemed approved by the Customer if the Customer does not object in writing to the Licensor within two (2) weeks of notification. When announcing the amendments, the Licensor will especially point out this deadline and the consequences of failing to meet this deadline to the Customer.
2. These IT GTC, the Additional Terms and Conditions and the Contracts are governed by the law of the Federal Republic of Germany. The UN Convention on Contracts for the International Sale of Goods (CISG) does not apply. The courts at the Licensor's registered office will have sole jurisdiction for all disputes regarding rights and duties arising from these IT GTC, writtethe Additional Terms and Conditions and the Contracts, including their validity. However, the Licensor is entitled to file a claim against the Customer at its general place of jurisdiction.
3. The Customer is not entitled to assign or transfer rights or claims arising from the Contracts to third parties without the Licensor's prior written consent.
4. Amendments and additions to these IT GTC or the Additional Terms and Conditions require written form to be valid. This also applies to any amendment to the written form clause.
5. If any provision(s) of these IT GTC is or becomes invalid or unenforceable, this will not affect the validity of the other provisions of these IT GTC. The same applies if these IT GTC do not contain a provision that is actually necessary. The parties will replace the invalid or unenforceable provision with a provision which is enforceable and practicable under statute and in economic terms reflects as closely as possible the essence and purpose of the invalid or unenforceable provision. Should these IT GTC be incomplete, the parties will conclude an agreement with the content they would have agreed upon had they been aware of the omission when concluding these IT GTC.

Stand: 2024-04-21

ADDITIONAL TERMS AND CONDITIONS – NAUTOS

SCOPE OF APPLICATION
1. These Additional Terms and Conditions ("ATC Nautos") apply in addition to and with priority over the General Terms and Conditions for IT Services ("IT GTC") for all Contracts ("Contracts") of DIN Media GmbH ("Licensor") with entrepreneurs within the meaning of section 14 German Civil Code (BGB), a legal person under public law or a special fund under public law ("Customer") for the temporary transfer of the Nautos Software ("Software").
2. These ATC Nautos and the IT GTC are part of the respective Contract between the Licensor and the Customer.
TEST PHASE
1. If the parties have expressly agreed on a Test Phase in the offer, the Customer will be entitled to test the Software free of charge during the agreed Test Phase ("Test Phase").
2. Unless otherwise agreed in the offer, the Test Phase will last three (3) months. The Test Phase will begin with the provision of the Software and end at the end of the last day of the aforementioned period.
3. The Customer is entitled to terminate the Contract early during the Test Phase with-out adhering to a deadline and without giving reasons by submitting a notice of ter-mination in text form ("Early Termination").
4. When the Test Phase ends, the transfer of the Software to the Customer in return for payment will automatically begin in accordance with the offer and these ATC, unless the Licensor receives an early notice of termination from the Customer before the end of the Test Phase.
5. The Test Phase will be granted to the Customer only once.
6. Insofar as this No 2 does not contain any deviating provisions, the provisions in these ATC will also apply accordingly for the Test Phase.
SCOPE OF SERVICES
1. The Licensor will provide the Customer for the term of the Contract with the Soft-ware described in detail in the offer as well as in the specification of services for use according to the offer, the specification of services itself as well as the IT GTC and these ATC Nautos.
  1. If the parties agree on the transfer of the Software as on-premises software, the Software will be installed on the Customer's servers and operated by the Customer independently. The Customer is responsible for the functionality its servers, including their maintenance. The Licensor makes the Software available to the Customer for download on the homepage https://www.dinmedia.de/en/standards-management/nautos. The Licensor will provide the Customer with the access data for logging into the protected area.
  2. If the parties agree on the transfer of the Software as software as a service, the Software will be operated and hosted on one of the Licensor's servers or a server of a third party instructed by the Licensor. The Licensor will enable the Customer to access the Software via a telecommunications connection and to use the agreed functionalities of the Software in accordance with the Contract.
2. The Customer can choose between different versions of the Software ("Basic", "Pro", "Premium") and different modules (e.g. SSO, Online-Hosting, ReqIF-Konverter, API Metadaten). This applies both to the transfer of the Software as on-premises software and as software as a service. The scope of functions of the respective version of the Software and the prices to be paid in each case as well as the system requirements to be met by the Customer in each case are set out in the offer and in the specification of services.
3. If the parties agree to transfer the Software as software as a service, the Licensor guarantees 99.4% availability of the Software on a monthly average. The non-availability of the Software due to network interruptions beyond the Licensor's sphere of influence, due to a fault of the Customer or due to technically necessary maintenance work will not be taken into account when determining the availability.
4. Services in connection with the Software that go beyond the aforementioned provi-sions in this No 3 and the provisions in No 4 (Support services), in particular further IT services, IT consulting and training services as well as programming and develop-ment services, require a separate agreement.
5. The Licensor is entitled to use sub-contractors for the provision of its services with-out the Customer's consent.
6. The Software enables Customers to purchase technical rules (e.g. DIN standards, VDE provisions or VDI guidelines) via the Software in the Licensor's online store and to use the purchased technical rules in the Software. When purchasing the tech-nical rules via the Licensor's online store, the General Terms and Conditions of the Licensor's online store apply exclusively, accessible at https://www.dinmedia.de/en/general-terms-and-conditions.
SUPPORT SERVICES
1. The Licensor will provide user support in overcoming any difficulties that may arise when using the Software by means of remote maintenance.
  1. The Licensor will process the Customer's requests in connection with the technical requirements and conditions for use of the provided Software as well as individual functional aspects.
  2. A requirement for the acceptance and processing of requests is that the Cus-tomer designates to the Licensor staff with appropriate professional and technical qualifications who are instructed internally at the Customer's prem-ises to process requests relating to the provided Software ("Support Contact Person").
  3. The Customer is required to make requests to the Licensor only via Support Contact Persons. The Licensor accepts such requests exclusively by email to the officially designated support email address or by system message direct-ly from the Software. The requests are tracked using a ticket system.
  4. The Licensor will process properly made requests in the normal course of business and answer them to the extent possible. To answer, the Licensor may refer to documentation and other records accessible on the Customer's premises for the Software provided.
  5. Further services of the Licensor, such as different contact times and dead-lines as well as on-call duty or assignments of the Licensor at the Customer's premises must be expressly agreed upon in advance.
  6. The Licensor will use remote access software to provide support. The Cus-tomer undertakes to provide remote maintenance access for the processing of faults by the Licensor for the duration of the respective fault rectification and agrees to access of the Licensor by remote maintenance. The Customer will provide the Licensor with the necessary remote maintenance infor-mation and any tools required to solve such problems.
2. The Licensor will provide the Customer with updates and releases in the respective version of the Software selected by Customers (see No 3.2) as soon as and to the ex-tent that the Licensor makes these generally available to its Customers in the respec-tive version of the Software selected by Customers (see No 3.2).
  1. Updates are software versions that contain error corrections and/or further developments without significant new functionalities.
  2. Releases are new versions of the Software or parts of it which contain not only improvements and error corrections, but also significant new function-alities.
  3. If the Software is transferred to the Customer as on-premises software, up-dates and releases of the Software will be made available to the Customer either by email or by download. The corresponding release date is deter-mined by the Licensor. Any necessary installations at the Customer's prem-ises as well as any costs incurred for data conversions will be charged addi-tionally and have to be agreed upon separately. The Customer will install the updates and releases made available to it by the Licensor unless the installa-tion is unreasonable for the Customer. The installation is deemed unreasona-ble, for example, if the technical conversion effort associated with the instal-lation is unreasonable for the Customer or if the updates and releases contain not only minor errors. If for whatever reason the Customer refuses to install the updates and releases, the Licensor will be entitled to terminate the sup-port services in this No 4 with a notice period of six (6) months to the end of each calendar month. The Licensor's statutory duties of maintenance remain unaffected.
  4. If the Software is transferred to the Customer as software as a service, up-dates and releases of the Software are automatically made available to the Customer as part of the provision of the Software.
3. The Customer will not be entitled to demand that the Licensor provide support ser-vices in this No 4 simultaneously for an older and for the current version of the Software.
SCOPE OF USE
1. The Licensor will grant the Customer the non-exclusive, non-sublicensable, non-transferable right, limited in time to the term of the respective Contract, to use the Software including any updates and releases in accordance with the offer as well as these ATC Nautos for its own use within the scope of its business operations. The Customer's right of use is geographically limited to the use of the Software at the Customer's locations (postal addresses) specified in the offer.
2. The Customer's right of use includes the installation of the Software as well as load-ing, displaying and running the installed Software and saving the Software in the memory for the purpose of executing it. The Licensor does not grant the Customer any further rights to the Software.
3. The Software may be used solely in machine-readable form (object code). The source code is not the subject of the Contract and is not supplied with the Software.
4. Software markings, especially copyright notices, trade marks, serial numbers or simi-lar may not be removed, modified or made illegible.
5. Without the permission of the Licensor, the Customer is not entitled to transfer the Software to third parties, especially not to sell or lease it. Using the Software in the name or for the account of a third party who is not the contractual partner is also con-sidered unauthorised use of the Software. This also applies to companies affiliated with the Customer. It is irrelevant here whether the third party pays the Customer a fee for use or not.
6. The Customer is not entitled to make changes to the Software (including the soft-ware components to be installed on the Customer's system). Statutory rights accord-ing to sections 69d and 69e German Copyright Act (UrhG) remain unaffected. The Customer is entitled to exercise his rights only according to section 69e German Copyright Act if the information necessary for this is not made available by the Li-censor within a reasonable period of time upon the Customer's request.
7. To the extent that the Licensor provides the Customer with Software for which the Licensor only has a derived right of use ("Third-Party Software"), the licence condi-tions agreed between the Licensor and the relevant Third-Party Software licensor ap-ply in addition to and with priority over the provisions in this No 5. To the extent that the Licensor transfers to the Customer Software which includes Third-Party Software or open source software, the licence conditions to which this Third-Party Software or open source software is subject apply in addition to and take priority over the provisions in this No 5. Upon the Customer's request, the Licensor will pro-vide the Customer with an overview of the Third-Party Software and/or open source software used. The applicable licence conditions can be obtained from the Licensor on request. On request from the Customer, the Licensor will provide the Customer with the source code of the open source software provided that the respective licence conditions of the open source software require or at least allow the source code to be issued. The Customer undertakes to comply with the respective licence conditions. If the Customer breaches these licence conditions, the Licensor and its third-party rights owner are entitled to assert the resulting claims and rights in their own name. If third parties assert claims against the Licensor due to the breach of licence conditions by the Customer, the Customer will indemnify the Licensor from all damages, expenses and costs, including due costs for legal defence.
8. The Customer is not entitled to pass on the data collected by the Software to third parties.
CUSTOMER'S DUTIES OF COOPERATION
1. The Customer must take suitable precautions to protect the Software from unauthor-ised access by third parties. It will point out to its employees and other users author-ised by the Customer that making copies beyond the scope of the Contract is imper-missible.
2. The Customer bears the sole responsibility for a sufficient internet connection to be able to use the Software.
3. The Customer is required to protect the access rights as well as identification and authentication information assigned to it against access by third parties and not to pass them on to unauthorised persons. The Customer will inform the Licensor with-out delay if there are indications that unauthorised third parties know the access rights and identification and authentication information assigned to it.
4. The Customer is required to carry out a data backup at regular intervals, especially if problems occur or on the instruction of the Licensor.
5. The Customer will not feed any data, documents or other Content ("Content") into the Software that violate applicable law, infringe the rights of third parties or are in-fected with viruses or malware. In particular, the Customer itself is responsible for ensuring that it has sufficient copyright for the use of technical rules in the Software.
  1. The Licensor is entitled to block access to the Content immediately and to delete this Content from servers of the Licensor or from servers of third par-ties instructed by the Licensor if the Customer breaches No 6.5.
  2. The Licensor is not liable for any loss of Content due to a violation of No 6.5 by the Customer. The Customer will indemnify the Licensor against all expenses and costs arising from any violation of No 6.5.
6. The Customer will indemnify the Licensor against all claims of third parties, expenses and costs resulting from a violation of the obligations under this No 6. The Licensor will notify the Customer about such claims, thus giving the Customer, to the extent legally possible and reasonable, the opportunity to defend itself against the claim as-serted. The Customer will provide the Licensor with all information available to it on the facts which form the basis of the claim without delay. This will not affect any further compensation claims asserted by the Licensor.
DEFECTS OF THE SOFTWARE
1. The Software has a quality defect if the Software provided reproducibly deviates from specifications agreed between the parties and the Customer can prove such de-viations.
2. The Customer will notify the Licensor in writing of any defects of the Software without delay after they have been discovered. In the case of quality defects, written notification will comprise a description of the time of occurrence of the defects and circumstances.
3. The Licensor will be required to remedy defects in the Software provided within the scope of its duties of maintenance under a rental agreement. The Licensor will reme-dy any quality defects and defects in title in the leased object within a reasonable pe-riod of time.
4. The Customer may only terminate the Contract pursuant to section 543 (2) sentence 1 no 1 German Civil Code on the grounds of the Licensor's failure to supply a product which can be used for the purpose set out in the Contract if the Licensor has first been given sufficient opportunity to remedy the defect and has failed. Remedying the defect is deemed to have failed if it is impossible, if the Licensor has refused to remedy or if remedying is delayed in a manner which is unreasonable, if there is good reason to doubt the prospects of success or if the Customer cannot be reasonably ex-pected to accept remedy for other reasons.
COMPENSATION AND TERMS OF PAYMENT
Unless expressly agreed otherwise, the compensation for the provision of the Soft-ware will be invoiced in advance for each year and is to be paid within 14 days of the invoice being issued.
TERM OF THE CONTRACT AND TERMINATION
1. Unless otherwise agreed by the parties in the offer, the Contract is concluded for a fixed term of one (1) year and is automatically renewed for one (1) year in each case unless the Contract is duly terminated by one of the parties with three (3) months' no-tice to the end of the Contract term.
2. The provision of the Software as well as any other services agreed upon will take place as soon as the Licensor has received the compensation according to No 8.
3. This will not affect the right of the parties to terminate this Contract without notice for good cause.
4. Good cause for the Licensor is deemed to have occurred in particular where
  1. the Customer violates essential contractual duties, in particular the data pro-tection provisions, the confidentiality obligations or the terms of use;
  2. insolvency proceedings or similar proceedings are commenced on the Cus-tomer's assets or are rejected for lack of assets;
  3. the Customer is repeatedly in default with the payment of the agreed com-pensation.
5. If the good cause is the breach of a material contractual duty, termination will not be permissible until a period of time for remedying such breach has expired unsuccess-fully or a warning notice has proven unsuccessful, unless the latter is dispensable due to the particularities of the individual case (section 323 (2) and (3) German Civil Code).
6. Any notice of termination will require the text form to be valid.
7. Upon termination of the contractual relationship, the Customer must delete the Soft-ware; using the Software once the contractual relationship has ended is impermissi-ble. This also applies to data that has been made available to the Customer using the ReqIF converter module (ReqIF content). ReqIF content contained in files routinely stored electronically by the Customer need not be deleted if this would only be pos-sible at disproportionate expense.
DATA EVALUATION
1. The Customer hereby grants the Licensor the non-exclusive, transferable, sublicensa-ble right, unlimited in time, space and content, to store, use, evaluate, analyse, edit, modify non-personal data of the Customer in connection with the use of the Soft-ware or generate reports from these ("Data Evaluations").
2. The Licensor may create Data Evaluations which might not contain personal data of the Customer. The Licensor may also instruct third parties to create such reports, who have been placed under obligation of secrecy and compliance with legal requirements in accordance with the provisions of this Contract.
3. All rights to the Data Evaluations are exclusively reserved by the Licensor.
AMENDMENT OF SOFTWARE
The Licensor reserves the right to modify the Software, in particular within the scope of updates and releases, to adapt it to the state of the art, to optimise it, in particular to improve its user-friendliness, to correct errors, to update and complete it, or – if necessary – for licensing reasons. Insofar as such a change should lead to a not only minor impairment of the contractual scope of services to the disadvantage of the Cus-tomer, the Licensor will notify the Customer at least one (1) month before the occur-rence of the respective change. Within two (2) weeks after receipt of the Licensor's notification, the Customer is entitled to terminate the Contract in writing without no-tice ("Special Termination Right"). If the Customer does not make use of its Special Termination Right and if the Customer is informed about the legal consequences of non-use in the Licensor's notification, the Contract will be continued with the respec-tive changes.
APPLICABILITY OF THE IT GTC
In all other respects, the provisions of the IT GTC apply.

Stand: 2024-12-03

Appendix: Service description software – Nautos

ADDITIONAL TERMS AND CONDITIONS – METADATA

SCOPE OF APPLICATION
1. These Additional Terms and Conditions for Metadata ("ATC Metadata") apply in addition to and with priority over the General Terms and Conditions for IT Services ("IT GTC") for all Contracts ("Contracts") of DIN Media GmbH ("Licensor") with entrepreneurs within the meaning of section 14 German Civil Code, a legal entity under public law or a special public-law fund ("Customer") for the provision of bibliographical data on technical rules ("Metadata").
2. These ATC Metadata and the IT GTC are part of the respective Contract between the Licensor and the Customer.
SCOPE OF SERVICES
1. The Metadata are generated by different rule-setters and are available to the Licensor as Data Sets ("Data Sets"). The Licensor provides the Metadata to the Customer as Data Sets in accordance with the offer and these ATC Metadata, as they are available to the Licensor. The scope of Metadata provided depends on the provision by the rule-setter and can therefore vary during the term of the Contract. The Licensor has no control over this. The Licensor will provide the Customer with a constantly updated overview of the relevant Metadata under the Contract. The Custom-er can see inspect this overview at https://www.dinmedia.de/en/standards-management/nautos.
2. The Customer is aware that the Licensor is not able to verify the accuracy and completeness of the Data Sets. The Licensor cannot therefore vouch for the Metadata's accuracy and completeness.
3. The Licensor will make the contractual Metadata available to the Customer directly via the Nautos user interface.
SCOPE OF USE
1. The Licensor will grant the Customer the non-exclusive, non-sublicensable and non-transferable right to use the Metadata in compliance with the offer as well as these ATC Metadata for its own use within the scope of its business operations.
2. In particular, the Customer will not be entitled to transfer, distribute, sell on or otherwise make the Metadata available to third parties in any form.
CUSTOMER'S DUTIES
1. The Customer will ensure by means of reasonable protective measures, at least corresponding to the state of the art, that third parties and employees of the Customer do not use the Metadata contrary to the provisions of the Contract.
2. The Customer undertakes to inform the Licensor without delay if it becomes aware of any actual or impending unauthorised use of Metadata beyond the permitted scope, in particular if it discovers that unauthorised third parties are accessing the Metadata or that Customer Employees are using the Metadata without authorisation.
3. If the Licensor decides to take legal action to pursue any unauthorised use of Metadata, the Customer undertakes to support the Licensor at the latter's request.
4. Upon request and if as a legitimate interest exists, the Customer will allow the Licensor or a third party commissioned by the Licensor to assess whether the use of the Metadata remains within the scope of the rights granted herein and whether the agreed protective measures have been taken. The Customer will use its best efforts to support the Licensor in conducting such an assessment. If the assessment reaches a conclusion of non-contractual use and/or non-contractual protection, the Custom-er will bear the costs of the examination, otherwise the Licensor will bear the costs.
COMPENSATION AND TERMS OF PAYMENT
Unless expressly agreed otherwise, the compensation for the provision of the Metadata will be invoiced in advance for each year and is to be paid within 14 days of the invoice being issued.
TERM OF THE CONTRACT AND TERMINATION
1. Unless otherwise agreed by the parties in the offer, the Contract is concluded for a fixed term of one (1) year and is automatically renewed for one (1) year in each case unless the Contract is duly terminated by one of the parties with three (3) months' notice to the end of the Contract term.
2. This will not affect the right of the parties to terminate this Contract without notice for good cause.
3. Good cause for the Licensor is deemed to have occurred in particular where
  1. the Customer violates essential contractual duties, in particular the data protection provisions, the confidentiality obligations or the terms of use;
  2. insolvency proceedings or similar proceedings are commenced on the Customer's assets or are rejected for lack of assets;
  3. the Customer is repeatedly in default with the payment of the agreed compensation.
4. If the good cause is the breach of a material contractual duty, termination will not be permissible until a period of time for remedying such breach has expired unsuccessfully or a warning notice has proven unsuccessful, unless the latter is dispensable due to the particularities of the individual case (section 323 (2) and (3) German Civil Code).
5. Any notice of termination will require the text form to be valid.
6. Upon termination of this Contract for whatever reason, the Customer's right to use the Metadata will end. If the Metadata or parts thereof are stored on data storage devices or hardware belonging to the Customer, these must be completely deleted. The Customer is under obligation to document the deletion of the Metadata and present that documentation at the Licensor's request.
APPLICABILITY OF THE IT GTC
In all other

Stand: 2024-04-21

ADDITIONAL TERMS AND CONDITIONS – SERVICES

SCOPE OF APPLICATION
1. These Additional Terms and Conditions ("ATC Services") apply in addition to and with priority over the General Terms and Conditions for IT Services ("IT GTC") for all Contracts ("Contracts") of DIN Media GmbH ("Licensor") with entrepreneurs within the meaning of section 14 German Civil Code (BGB), a legal person under public law or a special fund under public law ("Customer") for the provision of IT services, especially installation, configuration and IT training/consulting ("Services"). Software development services are not covered by the Services. Instead, the Additional Terms and Conditions for Software Development Services apply to the former.
2. These ACC Services and the IT GTC are part of the respective Contract between the Licensor and the Customer.
SERVICE PROVISION
1. The Licensor renders the Services for the Customer as agreed in the offer.
2. Unless otherwise agreed in the offer, the Licensor is not obliged to provide the agreed Services in the sense of a work ("Werk/Erfolg") pursuant to section 631 German Civil Code.
3. The Licensor is entitled to use subcontractors for the provision of the Services without the Customer's consent.
4. Performance dates and deadlines are estimates and are only binding if the Licensor has expressly confirmed them in writing. The commencement of the agreed performance period is subject to the clarification of all technical questions between the parties, the timely receipt of all information and documents to be provided by the Customer, and the presentation of the permits and releases to be obtained by the Customer.
5. Performance dates and deadlines are duly extended if the Customer has not satisfied cooperation duties incumbent upon it in due time or the Customer demands changes to the Service, unless the Licensor is responsible for the delay.
6. The Licensor may discontinue the provision of the Service if rendering the Service or the Customer's instructions risks endangering the safety, in particular the physical safety, of persons or property. Performance dates and deadlines are duly extended by the period of the abandoned provision of the Service, unless the Licensor is responsible for the cause of the safety risk.
CUSTOMER'S DUTIES OF COOPERATION
1. The Customer must, at its own expense, fulfil the contractually agreed cooperation measures in good time. Insofar as no deviating provisions are contained in the offer, the Customer has the following obligations to cooperate, in particular:
  1. Designation of a contact person at the Customer's site to coordinate the Services on the Customer's side;
  2. Enabling unhindered access to the Customer's site, premises, relevant systems (incl. software and hardware), where the provision of the Service at the Customer's site has been agreed;
  3. Provision of equipment and materials required to perform the Service;
  4. Protection of the work location and the technical equipment used for the Service against harmful influences, especially environmental influences, where the provision of the Service onsite at the Customer's premises has been agreed;
  5. Provision of qualified specialists (for example, operating personnel) as necessary to support Service provision;
  6. Transmission of information about the previous functionality and condition of the Customer's relevant systems, hardware and software, insofar as this information is relevant for the Service.
  7. The Customer must inform the Licensor within a reasonable period of time before the contractual start of the Service provision about the safety and accident prevention regulations applicable at the work location, insofar as these are relevant to the Service provision. Compliance with safety and accident prevention regulations by the Licensor while performing the Service does not release the Customer from the obligation to comply with applicable safety and accident prevention regulations at the work location.
2. Insofar as fulfilment of the cooperation duties is a prerequisite for the commencement of the Services, the Customer must fulfil these in good time before the contractual commencement of the Services.
3. In all other respects, the Customer must support performance of the Service in good faith within reason.
4. If the Customer does not fulfil its cooperation duties, does not do so in good time or in accordance with the contract, the Licensor will be released from the obligation to provide services until full and contractually compliant cooperation is provided, insofar as the Licensor is dependent on such cooperation in each case for the provision of the Services. The Licensor is not responsible for any resulting disruptions in performance; section 254 German Civil Code remains unaffected.
5. If the Customer infringes its obligation to cooperate, unless it is not responsible for this, and if this leads to a delay in the acceptance of the Service or if it is in default of acceptance, the Customer will bear the extra expense incurred. This will not affect any further claims of the Licensor.
APPLICABILITY OF THE IT GTC
In all other respects

Stand: 2024-04-21

ADDITIONAL TERMS AND CONDITIONS – ONLINE STORAGE

SCOPE OF APPLICATION
1. These Additional Terms and Conditions for the provision of online storage ("ATC Online Storage") apply in addition to and with priority over the General Terms and Conditions for IT Services ("IT GTC") for all Contracts ("Contracts") of DIN Media GmbH ("Licensor") with entrepreneurs within the meaning of section 14 German Civil Code (BGB), a legal person under public law or a special public fund under public law ("Customer") for the provision of online storage.
2. These ATC Online Storageand the IT GTC are part of the respective Contract between the Licensor and the Customer.
SCOPEOF SERVICES
1. The Licensor will provide the Customer with Online Storage ("Online Storage") in the scope specified in the offer on its own servers or on the servers of a third party instructed by the Licensor.
2. The Customer is entitled to use the Online Storage provided in accordance with the offer and these ATC Online Storage for its own business purposes in connection with the use of the IT services rendered by the Licensor, but not for private purposes. In particular, the Customer may use the Online Storage provided to upload, store and retrieve data, documents and other content. The Customer has the exclusive right to use the Online Storage, that right is not transferable to third parties.
3. The Licensor guarantees 99.4 percent availability of the Software on a monthly average. The non-availability of Online Storage due to network interruptions beyond the Licensor's sphere of influence, due to a fault of the Customer or due to technically necessary maintenance work will not be taken into account when determining the availability.
4. The Licensor is entitled to use subcontractors for the provision of Online Storage without the Customer's consent.
CUSTOMER'S DUTIES OF COOPERATION
1. The Customer must take suitable precautions to protect the Online Storage from unauthorised access by third parties. It will point out to its employees and other users authorised by the Customer that the use of Online Storage beyond the scope of the Contract is impermissible.
2. The Customer bears the sole responsibility for a sufficient internet connection to be able to use the Online Storage.
3. The Customer is required to protect the access rights as well as identification and authentication information assigned to it in order to use Online Storage against access by third parties and not to pass them on to unauthorised persons. The Customer will inform the Licensor without delay if there are indications that unauthorised third parties know the access rights and identification and authentication information assigned to it.
4. The Customer is required to carry out a data backup at regular intervals, especially if problems occur or on the instruction of the Licensor.
5. The Customer will not feed any data, documents or other Content into the Online Storage that violate applicable law, infringe the rights of third parties or are infected with viruses or malware. In particular, the Customer itself is responsible for ensuring that it has sufficient copyright for the use of technical rules in the Online Storage.
  1. The Licensor is entitled to block access to the Content immediately and to delete this Content from servers of the Licensor or from servers of third parties instructed by the Licensor if the Customer breaches No 3.5.
  2. The Licensor is not liable for any loss of Content due to a breach of No 3.5 by the Customer. The Customer will indemnify the Licensor against all expenses and costs arising from any breach of No 3.5.
6. The Customer will indemnify the Licensor against all claims of third parties, expenses and costs resulting from a culpable breach of the obligations under this No 3. The Licensor will notify the Customer about such claims, thus giving the Customer, to the extent legally possible and reasonable, the opportunity to defend itself against the claim asserted. The Customer will provide the Licensor with all information available to it on the facts which form the basis of the claim without delay. This will not affect any further compensation claims asserted by the Licensor.
COMPENSATION AND TERMS OF PAYMENT
Unless expressly agreed otherwise, the compensation for the provision of Online Storage will be invoiced in advance for each year and is to be paid within 14 days of the invoice being issued.
TERM OF THE CONTRACT AND TERMINATION
1. Unless otherwise agreed by the parties in the offer, the Contract is concluded for a fixed term of one (1) year and is automatically renewed for one (1) year in each case unless the Contract is duly terminated by one of the parties with three (3) months' notice to the end of the Contract term.
2. The Online Storage will be provided as soon as the Licensor has received the agreed compensation.
3. This will not affect the right of the parties to terminate this Contract without notice for good cause.
4. Good cause for the Licensor is deemed to have occurred in particular where
  1. the Customer violates essential contractual duties, in particular the data protection provisions, the confidentiality obligations or the terms of use;
  2. insolvency proceedings or similar proceedings are commenced on the Customer's assets or are rejected for lack of assets;
  3. the Customer is repeatedly in default with the payment of the agreed compensation.
5. If the good cause is the breach of a material contractual duty, termination will not be permissible until a period of time for remedying such breach has expired unsuccessfully or a warning notice has proven unsuccessful, unless the latter is dispensable due to the particularities of the individual case (section 323 (2) and (3) German Civil Code).
6. Any notice of termination will require the text form to be valid.
7. The Customer itself is responsible for downloading any content from Online Storage in good time before the contractual relationship ends. After the end of the contractual relationship, the Licensor will delete all content from the Online Storage. Any use of Online Storage by the Customer after the end of the contractual relationship is impermissible.
APPLICABILITY OF THE IT GTC
In all other respects, the provisions of the IT GTC apply

Stand: 2024-04-21

ADDITIONAL TERMS AND CONDITIONS – SOFTWARE DEVELOPMENT SERVICES

SCOPE OF APPLICATION
1. These Additional Terms and Conditions for Software Development Services ("ATC Software Development Services") apply in addition to and with priority over the General Terms and Conditions for IT Services ("IT GTC") for all Contracts ("Contracts") of DIN Media GmbH ("Licensor") with entrepreneurs within the meaning of section 14 German Civil Code (BGB), a legal person under public law or a special public fund under public law ("Customer") for the development and adaptation of Software ("Development Services") in connection with the Nautos soft-ware.
2. These ATC Software Development Services and the IT GTC are part of the respective Contract between the Licensor and the Customer.
SUBJECT OF CONTRACT
1. The Licensor provides development services to the Customer in accordance with the specifications agreed in the offer.
2. The specification agreed in the offer exhaustively reflects the nature of the Development Services owed. Changes to the agreed specifications are only permitted in keeping with the requirements of No 3.
3. Analysis, planning, consulting and training services are not the subject of Contracts for Development Services and are only to be provided by the Licensor on the basis of a separate agreement in return for separate compensation.
4. The Development Services are provided exclusively in machinereadable form (object code). The source code is not part of the Development Services owed and is not delivered, unless the parties have expressly agreed in writing in the offer to transfer the source code.
5. The delivery or preparation of documentation is not part of the Contracts and requires a separate written agreement in particular in terms of the content and scope of the documentation.
CHANGES IN SPECIFICATIONS
1. After conclusion of the Contract and pending acceptance of the Development Services, the Customer may propose amendments to the Contract, unless this is unreasonable for the Licensor.
2. The Licensor will review the Customer's proposed amendment and inform the Customer whether or not a comprehensive review of the proposed amendment is necessary.
3. If an extensive examination of the proposed amendment is necessary, the Licensor will inform the Customer within a reasonable period about the anticipated period for the extensive examination for such examination. Within 7 working days after receipt of the Licensor's notification, the Customer will issue or reject the instruction for an extensive examination. Working days for the purposes of this provision are all weekdays with the exception of Sundays and public holidays where the Licensor has its registered office.
4. If a comprehensive examination of the proposed amendment is not necessary, the Licensor will examine the Customer's proposed amendment and, within 14 working days of receipt of the proposed amendment, either submit a written offer ("Amended Offer") stating the scope of services, planned dates and effects on compensation, or inform the Customer that the proposed amendment is not reasonable or not practicable.
5. The Customer will either reject an Amended Offer within the acceptance period stated therein or declare acceptance in writing.
6. The Licensor is entitled at any time to propose amendments to the Contract and to submit an Amended Offer to the Customer. The Customer will accept or reject the Amended Offer in writing within 7 working days of receipt.
7. The amendment of the Contract agreed between the parties must be documented in writing in amendment minutes. The amendment minutes will become part of the Contract.
8. As long as Amended Offers have not been accepted in writing, the Licensor will provide the Development Services as originally agreed in the Contract. Anything to the contrary will only apply if the parties have expressly agreed in writing to a temporary interruption or change in the provision of services.
CUSTOMER'S DUTIES OF COOPERATION
1. The Customer must, at its own expense, fulfil the cooperation measures set out in the Contract in good time. Insofar as no deviating provisions are contained in the offer, the Customer has the following obligations to cooperate, in particular:
  1. The Customer must provide the Licensor with all information necessary for the provision of the Development Service.
  2. The Customer must designate a contact person responsible who can make or cause decisions to be made. That contact person must record decisions in writing. The contact person is also available to the Licensor for necessary information.
2. In all other respects, the Customer must support the provision of the Development Service in good faith within reason.
3. If the Customer infringes its obligation to cooperate, unless it is not responsible for this, and if this leads to a delay in the acceptance of the Development Service or if it is in default of acceptance the Customer will bear the extra expense incurred. This will not affect any further claims of the Licensor.
ACCEPTANCE
1. Insofar as the Development Services are a deliverable, the following provisions on acceptance will apply.
2. The Customer will be required to accept the contractual Development Service. The Customer may not refuse acceptance if there are no fundamental defects. The Customer will confirm acceptance to the Licensor in writing.
3. The Development Service will also be deemed accepted if the Licensor has set the Customer a reasonable acceptance period after completion of the Development Service; this period must not exceed 12 working days and the Customer must not have refused acceptance within this period, stating at least one defect. Working days for the purposes of this provision are all weekdays with the exception of Sundays and public holidays where the Licensor has its registered office.
4. The risk passes to the Customer upon acceptance at the latest. If the Customer is in default of acceptance, the risk will pass to the Customer upon default.
5. Identified errors in the Development Service to be accepted must be distinguished according to the following error levels:
  1. Level 1 error: The error means the Development Service as a whole cannot be used.
  2. Level 2 error: This error level causes substantial restrictions in use of important functions which cannot be circumvented by appropriate measures for an interim period without causing the Customer unreasonable inconvenience.
  3. Level 3 error: Any other error that does not constitute a level 1 or level 2 error.
6. The Customer is only entitled to refuse acceptance if one or more level 1 or 2 errors are present. Level 3 errors do not prevent acceptance of the Development Service and are at most to be remedied under the warranty.
7. The assignment of the individual errors to an error level will be made by mutual agreement. If no amicable solution can be reached, the Licensor will retain the provisional classification at its reasonable discretion, taking into account the Customer's legitimate interests. Pending agreement or final clarification, the provisional classification by the Licensor will apply.
8. As long as the Licensor has not received the Customer's written declaration of acceptance, the Customer is not entitled to use the Development Service.
COMPENSATION AND TERMS OF PAYMENT
1. For the Development Services, the parties may agree in the offer on a fixed price or compensation on an hourly basis.
2. If the parties have agreed on compensation on an hourly basis with a cap, the Licensor is not obliged to continue providing the Development Service if this cap is reached.
3. If the Development Services are deliverables and if the work ("Work") has been lost, impaired or become impracticable prior to acceptance as a result of a defect in a material supplied by the Customer or as a result of an instruction given by the Customer for its execution, without any contributory factor for which the Licensor is responsible, the Licensor may demand a part of the compensation corresponding to the work performed and reimbursement of expenses not included in the compensation. This will not affect any further claims of the Licensor.
WARRANTY FOR DEFECTS
1. For material defects and defects of title of work performances, the Licensor will provide subsequent fulfilment at the Licensor's discretion by eliminating the defect or providing the performance again. If subsequent fulfilment fails twice, in each case after setting a reasonable deadline, the Customer will have the right to choose between a reduction in price or withdrawal from the Contract. Withdrawal from the Contract is not permitted in cases of merely negligible defects.
2. Not defects in the sense of this framework agreement are in particular functional impairments,
  1. resulting from defects in the hardware or software not provided by the Licensor;
  2. resulting from defective environmental conditions of the Customer;
  3. resulting from incorrect operation by the Customer;
  4. resulting from defective data which the Customer provided to the Licensor.
3. The Customer is aware that even minor modifications to software may lead to considerable, unforeseeable disruptions in the operation of the relevant program and other programs. The Customer bears the sole risk for such arbitrary modifications.
4. The Customer will make all reasonable efforts to take whatever action is necessary to ascertain, limit and report defects. This will include but not be restricted to the preparation of an error report, system protocols and memory dumps, the availability of input and output data, of interim and test results and other documents appropriate for demonstrating the error. In the event of a warranty claim, the Customer will provide the Licensor with all information at its disposal that is necessary for the elimination of defects.
RIGHTS OF USE
1. Unless otherwise agreed in the offer, the Licensor grants the Customer a simple, non-exclusive, non-sublicensable and non-transferable right to use the Development Services, in particular to install, load and run them, upon full payment of the compensation due. Unless agreed otherwise, the Customer is granted the simple right of use unlimited in time.
2. Insofar as the Development Services may be protected by intellectual property rights, only the Licensor is entitled to these intellectual property rights. The Licensor is free to have these intellectual property rights registered in its name. The Customer is expressly forbidden from registering such intellectual property rights in its own name or the name of a third party or supporting third parties thereby directly or indirectly.
APPLICABILITY OF THE IT GTC
In all other respects, the provisions of the IT GTC apply.

Stand: 2024-04-21

Appendix: Service description software – Nautos