General Terms and Conditions

of DeerSoft GmbH Pufendorfstrasse 11 10249 Berlin – District Court Charlottenburg HRB 170851 B

§ 1 Scope of Validity

(1) With regard to the business relationship between DeerSoft GmbH, Pufendorfstrasse 11 in 10249 Berlin, Germany (hereinafter referred to as DeerSoft GmbH) and the customer, the following General Terms and Conditions (GTC) apply exclusively in the version valid at the time of conclusion of the contract. These apply in addition to the special agreements of DeerSoft GmbH for software or other components offered or any individual contracts concluded. They also apply to future transactions between the contracting parties.

(2) Deviating conditions of the customer or third parties are not recognized, unless the provider expressly agrees to their validity in writing.

(3) The product range is intended primarily for customers who are entrepreneurs. "Entrepreneurs" within the meaning of these GTC are natural or legal persons or a private company with legal capacity who, when concluding the contract, act in the exercise of their commercial or independent professional activity in accordance with § 14 para. 1 BGB (German Federal Civil Code).

§ 2 Conclusion of Contract, Written Form and Contractual Object

(1) Offers made by DeerSoft GmbH are generally subject to change and are non-binding. DeerSoft GmbH reserves the right to make minor technical adjustments to any offer even after the customer has accepted said offer.

(2) The effectiveness of the contractual relationship requires a written or digital order from the customer as well as a written or digital order acceptance by DeerSoft GmbH. The content of the contract results from the content of the order as confirmed by DeerSoft.

(3) In the case of agreed advance payments by the customer, DeerSoft GmbH shall also consider as an acceptance of an order the sending of invoices by post, fax, e-mail with PDF attachment, or if the sale takes place via sales platform, a credit card debit.

(4) If written form has been agreed in accordance with these conditions, this shall also be ensured by transmission by fax and e-mail with PDF attachment.

(5) The subject matter of the contract is the granting of the use of the software in the customer's company via the Internet as well as the provision of storage space on the servers of DeerSoft GmbH and extended server locations for a fee and which are limited in time to the duration of the contract.

§ 3 Services; Software and Storage Space

(1) DeerSoft GmbH grants the customer the use of the latest version of the software for the agreed number of authorized users via the Internet by means of access through a webbrowser.

(2) DeerSoft GmbH guarantees the functionality and availability of the software during the duration of the contractual relationship and will maintain it in a condition suitable for contractual use.

(3) The customer may, if necessary, increase or reduce the number of authorized users of the software in accordance with the aforementioned conditions. DeerSoft GmbH transmits access data to the customer immediately after conclusion of the contract in electronic form for the corresponding number of authorized users.

(4) Furthermore, DeerSoft GmbH provides the customer with user documentation in electronic form after conclusion of the contract.

(5) DeerSoft GmbH may update and further develop the software at any time and make adaptations to it in particular due to any changed legal situation, technical developments or to improve IT security. DeerSoft GmbH will take the legitimate interests of the customer into account appropriately and inform the customer in good time of necessary updates.

(6) DeerSoft GmbH is not obligated to undertake any adaptation for the individual needs or to the IT environment of the customer, unless the parties have agreed otherwise.

(7) DeerSoft GmbH will regularly carry out maintenance on the software and inform the customer of this in good time.

(8) DeerSoft GmbH provides the customer with storage space on its servers for the storage of data and for the purpose of using the software. DeerSoft GmbH ensures the retrievability of the data in the context of the use of the software.

(9) DeerSoft GmbH will take state-of-the-art measures to protect data backups. However, DeerSoft GmbH does not have any obligations of custody or care with regard to the data. The customer is responsible for sufficient backup of data.

(10) The customer remains the owner of the data stored on the servers of DeerSoft GmbH and can demand it back at any time.

§ 4 Creation and Purchase of Individual Software

(1) Insofar as the customer commissions DeerSoft GmbH with the programming of individual custom software, DeerSoft GmbH shall produce a practical and economical IT solution in the form of suitable computer software corresponding to requirements detailed in the customer's specifications and at the customer's own expense. DeerSoft GmbH shall deliver such software to the customer as an executable program on a CD or other suitable medium.

(2) The contractual software must always be accepted by the customer. Partial acceptances are also possible, provided that this has been expressly agreed. If no binding acceptance dates have been agreed, DeerSoft GmbH will notify the customer in writing of the readiness for acceptance. Before acceptance, the customer is given the opportunity to carry out functional tests to an appropriate extent. The customer must also be granted a reasonable period of time to conduct acceptance. If no period is granted, a two-week period from the time of the declaration of readiness for acceptance by DeerSoft GmbH shall be deemed to have been agreed. During this period, the customer has the opportunity to examine and text the software. If the customer does not report errors within the acceptance period, or the customer does not declare acceptance, the software shall be deemed to have been accepted upon expiry of the period. The customer may not refuse acceptance on the basis of insignificant defects.

(3) A release of the source code to the customer does not occur in principle, unless the customer has a legitimate interest in the use of the source code (for example, due to maintenance requirements, if DeerSoft GmbH refuses such maintenance). To the extent that this is the case, the parties shall conclude a separate source code deposit agreement.

§ 5 Scope of Use and Rights

(1) A physical transfer of the software to the customer does not occur.

(2) The customer receives simple, i.e. non-sublicensable and non-transferable, rights to use the software by means of access via a browser in accordance with the following regulations to the latest version of the software for the contractually agreed number of users.

(3) The customer may only use the software in the context of his own business activities by his own personnel. The customer is not permitted to use the software to any further extent or purpose.

(4) The scope of the rights of use to individual software granted by DeerSoft GmbH depends on the respective individual contract.

§ 6 Support, Training

(1) DeerSoft GmbH provides a support service for customers for inquiries regarding the functions of the software. Inquiries can be made via the support hotline indicated on the DeerSoft GmbH website at the times specified there or by e-mail. Requests will be processed in chronological order of receipt.

(2) DeerSoft GmbH carries out consulting, training, support services etc., either on the customer's premises or on its own premises after consultation with the customer. These services shall be remunerated separately. If nothing else has been agreed between the parties, time expenditure shall be remunerated according to the DeerSoft's currently valid hourly rate and the currently valid price, performance and travel expense overview.

(3) The cancellation of a training course by the customer is possible free of charge if the cancellation takes place no later than 14 days before the start of the scheduled training.

(4) If the customer does not cancel the training in time within the meaning of paragraph 3, the customer shall pay DeerSoft GmbH a default compensation in the amount of half of the agreed remuneration. The customer is permitted to prove that DeerSoft GmbH has incurred no or lower damage.

(5) In the event of default of payment by the customer, DeerSoft GmbH is entitled to refuse participation in further training courses until full payment has been made and to demand advance payment.

§ 7 Service Levels; Troubleshooting

(1) DeerSoft GmbH grants a total availability of the services of at least 99.5% per month at the transfer point. The specific transfer point is the router output of and recorded by DeerSoft's data center.

(2) Availability shall include the customer's ability to use all the main functions of the software. Maintenance times as well as times of malfunction in compliance with fault resolution times are considered times of availability of the software. Times of insignificant disruptions are not taken into account in the calculation of availability. For the proof of availability, the measuring instruments at DeerSoft's data center are decisive.

(3) The customer must report faults immediately to the contact details mentioned. Report and resolution of faults are guaranteed Monday to Friday (except during German holidays) between 9:00 a.m. and 6:00 p.m. (service hours).

(4) DeerSoft GmbH will also remedy serious faults (such as those rendering the use of the software as a whole or a main function of the software not possible) outside the service hours, provided that the notification is made within the service hours (fault resolution time). If it is foreseeable that it is not possible to remedy the fault within this period, DeerSoft will inform the customer immediately and inform the customer of the expected time in excess of normal fault resolution times.

(5) Other significant faults (main or secondary functions of the software perform below standard but can still be used; or other not only insignificant faults) will be remedied within the service hours (fault resolution time).

(6) The elimination of insignificant faults shall occur at the discretion of DeerSoft GmbH.

(7) Any legal claims of the customer against DeerSoft GmbH remain unaffected.

§ 8 Obligations of the Customer

(1) The customer must store and secure the access data transmitted to him in accordance with the state of the art against access by third parties. The customer shall ensure that use only takes place to the extent and scope contractually agreed. Unauthorized access must be reported to the provider immediately.

(2) The customer is obliged not to store any data on the storage space provided whose use violates applicable law, instructions of government authorities, rights of third parties or agreements with third parties.

(3) The customer shall check said data for viruses or other harmful components before storing or using them in the software and shall use state-of-the-art measures (e.g. virus protection programs) for this purpose.

§ 9 Delivery / Product Availability

(1) The delivery of products takes place either by download or to the delivery address specified by the customer by uninsured shipping via a postal / parcel service. An insured shipment shall occur only after express agreement.

(2) Goods (in particular standard or individual software) may be subject to (re-)export restrictions, e.g., the United States of America or the EU. The licensee must observe these provisions and bear the costs incurred.

§ 10 Prices / Shipping Costs

(1) The customer's obligation to pay for ordered products exists regardless of the actual use by the customer.

(2) DeerSoft GmbH has the right to restrict or block product services if the customer is culpably in default regarding payment of an invoice. DeerSoft GmbH has the right to demand fulfillment of payment obligation anyway or, at its discretion, to terminate the contract without notice.

(3) DeerSoft GmbH is entitled to adjust prices with a notice period of 25 days to the beginning of the month, in the event that its purchase prices change. If the adjustment results in a price increase of more than 8% per year, the customer has the right to extraordinary termination of contract made in writing with a notice period of two weeks before the effective date of the price increase. If DeerSoft GmbH is demonstrably not responsible for the respective price increases, the customer has no right of termination. This applies in particular to cost adjustments that result directly or indirectly by legislation.

(4) It is agreed that invoices can be sent in paper form or by e-mail.

(5) Prices quoted are net plus the respective value added tax.

(6) The customer shall bear delivery and shipping costs. Shipping occurs (except for downloading) via a postal or parcel service.

§ 11 Terms of Payment / Default

(1) The customer can make payment by advance bank transfer, by SEPA direct debit mandate or by credit card debit. Any other payment option must be agreed with DeerSoft GmbH in writing in advance.

(2) The payment of the respective remuneration is due immediately upon conclusion of the contract. If the due date of payment is determined according to the calendar, the customer is already in default should he miss payment by the corresponding due date.

(3) By providing his payment information and confirming payment, the customer authorizes the companies DeerSoft GmbH and Stripe, our online payment service provider, to send instructions to the customer's bank to debit the account and to send account debits in accordance with these instructions. As part of his rights, the customer is entitled to a refund from his bank in accordance with the terms of the agreement with his bank. A refund must be claimed within 8 weeks from the date of debiting his account. His rights are explained in a statement that the customer can obtain from his bank. The customer agrees to receive notifications of future debits up to 2 days before their execution.

(4) In the event of default in payment, the customer must return purchased goods immediately. In the case of goods that have been provided for a limited period of time (rental), DeerSoft GmbH is entitled to prohibit and discontinue the granted use of the goods.

(5) DeerSoft GmbH reserves the right to store the customer's payment information in order to arrange for his payment or series of payments on his behalf. The frequency is chosen by the customer himself at the time of registration and choice of the term.

§ 12 Contract Term and Termination

(1) The contract begins with the provision of operational access and is concluded for an indefinite period.

(2) The contract may be terminated by both parties at the end of the month.

(3) The right to terminate without notice for good cause remains unaffected. Termination must in any case be announced in writing.

(4) DeerSoft GmbH will provide the customer with appropriate support at its own expense after termination of the contract with respect to the return or backup of data.

(5) DeerSoft GmbH will irretrievably delete all data of the customer remaining on its servers 30 days after termination of the contractual relationship. A right of retention or liens on the data in favor of DeerSoft GmbH do not exist.

(6) A termination must be made in written text form.

(7) DeerSoft GmbH offers the customer, in addition to the written termination, the possibility of online termination using a special unsubscribe function. In the case of performed services, other services or functionalities that are terminated online, the contractual relationship ends automatically at the end of the respective day on which the respective contract period for the performed services, other services or functionaliies have expired.

(8) Either party may terminate the individual contracts for good cause without observing a notice period and regardless of existing minimum contract periods. A good cause exists in particular if the customer is in arrears with the payment of the (license) fees or a not insignificant part thereof for two consecutive payment dates or is in default with the payment of the license fees in the amount of a sum that equals or surpasses fees for two months in a period that extends over more than two dates or if the other party enters into some kind of liquidation process, appoints a liquidator, is generally unable to settle claims of third parties or enters into negotiations with creditors to avert insolvency. In the case of only partial payment of the arrears, the right of termination does not lapse.

(9) The termination of individual orders does not affect the term of further orders.

§ 13 Force Majeure

(1) DeerSoft GmbH shall not be liable for obstacles resulting from events of force majeure that significantly complicate the contractual performance of DeerSoft GmbH, temporarily hinder the proper execution of the contract or render this impossible. Force majeure shall include all circumstances independent of the will and influence of the contracting parties, such as natural disasters, government measures, official decisions, blockades, war and other military conflicts, mobilisation, civil unrest, terrorist attacks, strikes, lockouts and other labour unrest, seizure, embargo, epidemics, pandemics or other circumstances that are unforeseeable, serious and through no fault of the contracting parties and that occur after conclusion of this contract.

(2) Insofar as one of the contracting parties is prevented by force majeure from fulfilling its contractual obligations, this shall not be considered a breach of contract and the deadlines specified in the contract or on the basis of the contract shall be extended appropriately in accordance with the duration of the obstacle resulting from force majeure. The same applies if DeerSoft GmbH is dependent on the advance payment of third parties and this is delayed due to force majeure.

(3) Each party will do everything in its power that is necessary and reasonable to reduce the extent of the consequences caused by the force majeure. The contracting party affected by the force majeure shall immediately notify the other contracting party in writing of the beginning and end of the obstacle.

(4) Should an event of force majeure last longer than 30 days, either party may terminate this agreement without any liability or costs if the respective party cannot reasonably be expected to adhere to the contract. However, costs already incurred or services already provided are to be paid by the commissioning party.

(5) Upon termination, the rights and obligations of the parties, including the license rights and rights arising from the individual orders pursuant to § 5 Scope of use and Licenses, shall expire, unless otherwise agreed or unless obligations or rights are affected, which by their nature are intended to survive the end of the agreement.

(6) DeerSoft GmbH is entitled to terminate all individual customer orders within the notice periods.

§ 14 Warranty, Defects of Title; Exemption

(1) With regard to the granting of the use of the software and the provision of storage space, the warranty regulations of the tenancy law (§§ 535 ff. BGB) apply.

(2) The customer must notify DeerSoft GmbH of any defects immediately.

(3) Warranty for merely insignificant reductions in the suitability of the service is excluded. The strict liability according to § 536a Abs. 1 BGB for defects that already existed at the time of conclusion of the contract is excluded.

(4) DeerSoft GmbH guarantees that the software does not infringe any rights of third parties. DeerSoft GmbH shall indemnify the customer against all claims of third parties due to infringements of property rights for which he may be responsible in connection with the contractual use of the software upon first request and shall reimburse the costs of appropriate legal action. The customer shall inform DeerSoft GmbH immediately of any claims of third parties asserting against him on the basis of the contractual use of the software and shall grant him all necessary powers of attorney and powers to defend against such claims.

(5) The customer assures that the content and data stored on the Servers DeerSoft GmbH as well as its use and provision by DeerSoft GmbH do not violate applicable law, orders of government authorities, rights of third parties or agreements with third parties. The customer shall indemnify DeerSoft GmbH against claims asserted by third parties due to a violation of this contract section upon first request.

§ 15 Liability

(1) The parties shall be liable without limitation in the event of intent to commit gross negligence and culpable injury to life, body or health.

(2) Without prejudice to the cases of unlimited liability pursuant to § 15 (1), the parties shall be liable to each other in the event of a slightly negligent breach of duty only in the event of a breach of essential contractual obligations, i.e., obligations whose fulfilment makes the proper execution of the contract possible in the first place or whose breach endangers the achievement of the purpose of the contract and on whose observance the other party may regularly rely, but limited to foreseeable damages that are typical of this type of contract at the time of conclusion of the contract.

(3) The above limitations of liability do not apply to liability under the Product Liability Act or to guarantees assumed in writing by a party.

§ 16 Final Provisions

(1) Should individual provisions of this contract be invalid or unenforceable, the validity of the remaining provisions shall remain unaffected. The parties shall replace such provisions with effective and enforceable provisions that are as close as possible to the sense and economic purpose as well as to the will of the parties at the time of conclusion of the contract. The same applies in the event of a contractual gap.

(2) Verbal or written ancillary agreements to this contract do not exist. Changes to this contract and its annexes must be made in writing.

(3) German law shall apply to the exclusion of conflict-of-law provisions and the United Nations Convention on Contracts for the International Sale of Goods of 11.4.1980 (UN Convention on Contracts for the International Sale of Goods).

(4) The exclusive place of jurisdiction for all disputes arising from or in connection with this contract is Berlin, Germany.