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GTC purchase standard software

Terms of Contract of TOLERANT Software GmbH & Co. KG for the provision of standard software (purchase)
-VÜ TOLERANT Software GmbH & Co. KG-

Disclaimer: This English translation of Terms and Conditions is for information purpose. The English translation is not legally binding. Only the original version in German is legally binding.

1. Subject matter of the contract

1.1
The quality and scope of performance of the software as well as the approved operating environment result from the respective programme description, in addition from the operating instructions, unless otherwise agreed.

1.2
The software shall only be delivered in executable form including an operating manual (user documentation or online help) and the installation instructions. The operating instructions and the installation instructions may also be made available to the customer electronically.
Insofar as the Supplier’s software contains interfaces to software not to be supplied by the Supplier, the following shall apply § 69d of the Copyright Act shall apply. Before decompiling, the customer shall first request the necessary information from the supplier.

1.3
Unless otherwise agreed, the software shall be installed and put into operation by the customer. All further services provided by the Supplier at the request of the Customer (in particular preparation for use, installation and demonstration of successful installation, instruction, training and advice) shall be remunerated on a time and material basis.

2. Rights of use to software and protection against unauthorised use

2.1
Upon full payment of the agreed remuneration, the Provider shall grant the Customer the right to use the agreed software to the extent specified in the contract. If the scope is not agreed in the agreed in the contract, this is a simple, non-exclusive right of use for use on a permanent basis. This entitles the customer only to use the software on one computer by one user at a time. The right of use only covers use for the customer’s internal purposes. Extended use must always be contractually agreed before it begins. The remuneration shall be based on the scope of the right of use.

2.2
A transfer of the rights of use to third parties is only permissible if the customer has completely relinquished his rights. The customer shall be obliged to impose the obligations and restrictions of use incumbent upon him on the third party. This applies in particular to the obligations under clause 3.5. The customer shall confirm the relinquishment of his own use in writing at the request of the provider.

2.3
The customer may only copy software insofar as this is necessary for use in accordance with the contract. Copyright notices in the software may not be changed or deleted.

2.4
The Provider is entitled to take appropriate technical measures to protect against use not in accordance with the contract. The use of the software on a fallback or successor configuration may not be significantly impaired by this.

2.5
Ownership of duplicates provided shall remain reserved until the remuneration owed has been paid in full. Insofar as rights of use are granted individually beforehand, these are always only granted on a provisional basis and are freely revocable by the Provider.

2.6
The Provider may revoke the Customer’s right of use if the Customer not inconsiderably violates restrictions on use or other regulations to protect against unauthorised use (see also Sections 3.4 and 3.5). The provider shall set the customer a grace period for remedial action beforehand. In the event of repetition and in the event of special circumstances which, after weighing the interests of both parties, justify immediate revocation, the Provider may issue the revocation without setting a deadline. The customer shall confirm to the provider in writing the cessation of use after revocation. The Provider shall grant the Customer the right of use again after the Customer has stated and assured in writing that there are no longer any violations of the right of use and that previous violations and their consequences have been eliminated.

3. Obligations of the customer

3.1
The Customer shall ensure that competent personnel are available to support the Provider and use the Software at the latest at the time of delivery.

3.2
The Customer shall inform the Provider without delay of any changes to the deployment environment. Clause 1.1 remains unaffected.

3.3
The Customer shall support the Provider as far as necessary in the elimination of defects, in particular, at the Provider’s request, send a data carrier with the relevant software and provide working materials.

3.4
The customer acknowledges that the software together with the operating instructions and further documents – also in future versions – are protected by copyright. Furthermore, these may be trade secrets in whole or in part.
In particular, source programs are trade secrets of the supplier, except insofar as they are freely available or where otherwise provided for in an individual contract. The customer shall take unlimited precautions that source programmes are not made available to third parties without the consent of the supplier. In addition, the provisions of section 2.6 of the AV TOLERANT Software GmbH & Co. KG. The transfer of source programs requires the consent of the Provider, which may not be refused against good faith. Provider shall only deliver source programs on the basis of an express agreement.

3.5
The customer may not do anything that could encourage unauthorised use. In particular, he may not attempt to decompile the programs unless he is entitled to do so in accordance with section 1.2 paragraph 2. The Customer shall inform the Provider without delay if it has knowledge that unauthorised access is imminent or has occurred in its area.

4. Claims for defects of the customer

4.1
The Supplier warrants that the software, when used in accordance with the contract, complies with the agreements pursuant to section 1.1. The limitation period for claims due to defects begins with the delivery or – if the Provider installs – with the completion of the installation. installed – with the completion of the installation. An extension of the scope of use (section 2.1 paragraph 2) shall not affect the course of the limitation period. Defects of title are additionally subject to clause 5 of the AV TOLERANT Software GmbH & Co. KG. For material defects, clause 4 of AV TOLERANT Software GmbH & Co. KG shall apply in accordance with the following provisions in clauses

4.2-4.4.
4.2
The Customer shall only have claims for defects if reported defects are reproducible or otherwise verifiable by the Customer. The notification of defects is subject in particular to clause 2.4 of AV TOLERANT Software GmbH & Co. KG.

4.3
If Customer is entitled to claims based on defects, Customer shall initially only have the right to subsequent performance within a reasonable period of time. Subsequent performance shall include, at Supplier’s option, either rectification of the defect or delivery of replacement software. The interests of the customer shall be adequately taken into account in the choice.
The customer shall enable the provider to install and remove the software as part of the supplementary performance, unless this is unreasonable for the customer. The customer shall consult with the provider before taking its own measures to remedy the defect.
If the customer has a claim for reimbursement of expenses, this shall only exist to a reasonable extent, taking into account the value of the service in question. value of the service in question in a defect-free condition and the significance of the defect.

4.4
If the subsequent performance fails or cannot be carried out for other reasons, the Customer may, under the statutory conditions, reduce the remuneration, withdraw from the contract and/or – within the scope of section 6 of the AV TOLERANT Software GmbH & Co. KG – demand compensation for damages or expenses. If subsequent performance is delayed, compensation for damages and expenses of the Supplier shall be subject to clause 3.4 of AV TOLERANT Software GmbH & Co. KG. Customer shall exercise its right to choose with respect to these defect claims within a reasonable period of time, as a rule within 14 calendar days from the possibility of Customer becoming aware of its right to choose.

5. Validity of the AV TOLERANT Software GmbH & Co. KG

In addition, the General Terms and Conditions of TOLERANT Software GmbH & Co. KG (AV TOLERANT Software GmbH & Co. KG) shall apply.

Disclaimer: This English translation of Terms and Conditions is for information purpose. The English translation is not legally binding. Only the original version in German is legally binding.

This post is also available in DE.