Executive Board: Egbert Janssen, Dwayne Jensen, Yaser Seyedi Fazlollahi 

 

General Software Maintenance and Software Service Conditions (ASSB) Version 1.3, 2018

 

§ 1 SUBJECT MATTER OF THE CONTRACT

 

celsius37.com AG (hereinafter referred to as c37) shall provide the services specified in § 2 for the software products supplied by c37, provided that an agreement for software maintenance and software service exists for these or these services have been ordered by the customer.

 

§ 2 SCOPE OF SERVICES

 

1. c37 supports the operational readiness of the software products used at the customer's site, taking into account §1 para. The operational readiness is given when the functionalities of the software products provided by c37 are fulfilled. c37 will analyze suspected or verifiable program errors of the software products, which are communicated by the customer in writing, to determine whether the malfunction is due to a hardware or software defect. Notification by e-mail is also sufficient for the written form. In case of a malfunction of the software products delivered by c37, c37 shall, at its discretion, provide the customer with the following within a reasonable period of time - after consultation with the customer - by remote data transmission: Individual corrections (patches), setting changes or a bug-corrected change status of the delivered software products and / or in the user documentation. Error correction includes error analysis, delimitation of the cause of the error with the cooperation of the customer and - if error correction is not possible with reasonable effort or for time reasons - error workaround. An unreasonable effort exists if the error can only be eliminated by reprogramming essential parts of the software modules delivered by c37. If the elimination of the defect via the software service (hotline) is not possible or not sufficient, c37 will inform the customer about this and make further suggestions for the elimination of the defect. The customer shall provide remote access free of charge for remote maintenance.

 

2. Within the scope of the agreed software maintenance, c37 provides the customer with services such as updates, releases, information about innovations and changes within the scope of the updates/releases as well as information about the installation of the updates/releases concerning the sold standard modules, without obligation regarding the frequency and scope, as well as without obligation regarding any adjustments to the system. The import (installation) of the updates/releases provided by c37 is not part of the services according to §2 and can be carried out by the customer or by c37 after commissioning.

 

3. c37 maintains a hotline service to support the customer. The hotline service includes the support of the customer in solving problems with the software products delivered by c37, as well as the upstream analysis by means of remote maintenance.

The c37 offers the following hotline service:

- Support by email (support@celsius37.com) during the following business hours:

 

Monday to Friday [holidays excluded] from 08:00 to 17:00.

- Telephone hotline via +49 621 724726-70 during the following business hours: Monday to Friday [public holidays excluded] from 08:00 a.m. to 5:00 p.m.

4. c37 shall provide the customer with generally available workarounds, patches and updates for defect elimination / troubleshooting. Troubleshooting, the cause of which lies outside the area of responsibility of c37, will be invoiced at the applicable hourly rate for IT services.

 

5. c37 requires for the provision of software services that the customer uses the latest update of the software provided by c37 according to § 2 para.2. A provision of software services can only take place on the current version and the version before that.

 

6. c37 points out that individual settings may have to be adjusted in the case of a release. Individual adjustments are not subject of the software maintenance and software service agreement.

 

7. it is optionally possible to conclude a software service (hotline service) also as 24/7 service for an additional charge. The services (hotline service) outside the regular business hours, however, are limited only to malfunctions that no longer allow the overall operation of the system or cause serious disruptions in the overall operation of the system. For this purpose, the customer has to name at least a qualified person responsible for the system (see §3) for a quick remedy or restoration of the operational readiness on the customer's side.

§ 3 SYSTEM MANAGER

 

 

The customer shall appoint a system administrator for the provision of software maintenance and software service. The system administrator is the contact person for c37 in all matters relating to services from the software maintenance and software service agreement. The system administrator is entitled to request software maintenance and software services from c37. The system administrator has received appropriate training by c37 and is able to solve corresponding user errors independently.

§ 4 REMUNERATION

 

1. the amount of remuneration for software maintenance and software service provided by c37 results from the order placed by the customer with c37 or from the software maintenance and software service contract overview. Payments are due annually in advance and must be made within 14 days after receipt of the invoice without deduction. The scope of payment shall be automatically extended in the case of additionally acquired software licenses. 2.

 

2. if software services are carried out on site at the request of the customer, the customer has to bear the incurred travel costs (travel costs and expenses).

 

3. c37 is entitled to charge the customer for services that are not part of the software maintenance and software service agreement, based on the current prices of c37. Travel expenses are to be paid separately, provided that a separate written agreement on the execution of the services is reached.

 

4. c37 is entitled to adjust the fees for software maintenance and software service annually. Increases are to be announced 6 months in advance. They may not exceed 3% per year of contract duration.

 

5. all mentioned prices are plus a legal value added tax.

§ 5 CUSTOMER'S DUTY TO COOPERATE

 

(1) When detecting, isolating and reporting errors or other defects, the Customer shall observe the application documentation [online] belonging to the software program and, if applicable, instructions for using the software. The customer shall take the necessary measures to determine and document the errors or other defects within the bounds of what is reasonable. This also includes the preparation of a defect report, the provision of system logs, as well as the availability of the affected input and output data of interim and test results and other documents suitable for illustrating the errors or other defects. 2.

 

2. the customer undertakes to carry out a regular data backup every working day. The customer shall be responsible for checking the data backup.

 

3. the customer allows the employees of c37 - after prior appointment with the customer - access to the PC system/server on which the data for the software of the are installed. The customer shall keep the technical equipment necessary for the performance of maintenance and service work or a software update, such as data transmission lines / remote maintenance [e.g. VPN tunnel with PPK and RDP or ICA client, ...] operational.

 

§ 6 TERM OF THE CONTRACT

 

The contract for software maintenance and software service shall commence on the day the software is made available or the software licenses are installed on the customer's system, but no later than on the first day of the following month. The provision can take place in the form of the installation of the software on the systems of the customer or by the supply/transfer of a software license on electronic way (email, download, etc.).

 

2. the minimum contract period is 36 months. The software maintenance and service contract shall be automatically extended by a further 12 months in each case, unless it is terminated in writing 3 months before the end of the respective contract period. In the case of additionally acquired licenses (e.g. as part of a license extension), these shall also have a minimum contract term of 36 months. 3.

 

3. the right to terminate for cause is reserved.

 

§ 7 WARRANTY

 

The duration of the warranty is 12 months from the date of delivery or transfer of the software. After the expiration of 14 days, the software is considered accepted, unless the customer has notified c37 of the existence of defects. Minor defects do not entitle the customer to refuse acceptance.

 

§ 8 LIABILITY

 

The c37 shall be liable as follows: For property damage up to 1% of the annual maintenance sum per damaging event, but in total not more than 10% of the annual maintenance sum; for financial loss not more than 100% of the annual maintenance sum. The above limitations of liability shall not apply in cases of intent on the part of c37. Claims for loss of profit are excluded. In the event of loss of data, c37 shall only be liable for the effort required to restore the data if the customer has properly backed up the data. In the case of slight negligence on the part of c37, this liability only applies if the customer has carried out a proper data backup immediately before the measure leading to the loss of data.

 

 

§ 9 OTHER AGREEMENTS

 

All changes to the software maintenance and software service agreement must be made in writing.