General Terms and Conditions of xSuite Group GmbH


General Terms and Conditions (GTC) der xSuite Group GmbH

A) Software Purchase (Software License)

1. Subject Matter
1.1 The subject matter of software purchase agreements is the permanent acquisition of licenses for xSuite’s standard software products („Software“), which enable the Customer to process a contractually agreed number of documents („Document Processing“). The terms and conditions set forth herein exclusively govern the use of the Software.
1.2 If the Software incorporates third-party software components or if the Customer acquires Software from a third-party manufacturer via xSuite, the Customer agrees to comply with the applicable license terms of the respective manufacturer upon execution of the contract. Such license terms shall be provided to the Customer by xSuite at the time of contract execution.
1.3 The performance specifications of the Software are detailed in the respective purchase agreement or in the attached program description. Pricing and the payment terms for the Software are also determined in the respective purchase agreement. Additionally, the xSuite price lists in effect at the time of contract execution shall apply, together with any ancillary costs, including but not limited to customs duties, packaging, delivery, and transportation costs.

2. Customer Obligations
2.1 The Customer shall provide all necessary cooperation to a reasonable extent to facilitate xSuite’s installation of the Software on the Customer's designated server. If the Customer elects to perform the installation independently, the Customer shall provide xSuite with the current identification numbers or other relevant information for each server on which the Software is to be installed. The Customer shall supply all documentation required for installation to xSuite in a complete and timely manner.
2.2 If the use of xSuite Software requires licenses for third-party software, such as operating systems, databases, or access rights to external systems, the Customer shall be solely responsible for procuring such licenses and ensuring proper licensing arrangements. xSuite assumes no responsibility for any associated costs or liability arising from such licensing requirements.

3. License Grants and Restrictions
3.1 With regard to rights of use and exploitation of the Software, xSuite grants the Customer a non-exclusive license, unlimited in time and limited in content and territory, (i) to use the Software as well as agreed Add-ons (if applicable) for this purpose in executable format for the agreed number of Document Transactions on a number of Servers (bare-metal or virtual machine (VM)) corresponding to the number of agreed licenses. According to the agreement, each license may only be individually assigned to a specific Server and may only be used with such Server. Each change or replacement of an assigned Server requires the deletion of the Software from the former Server. For avoidance of doubt: the aforementioned restrictions and obligations also apply if Customer operates the Software on an SAP system (identified by an SAP installation number = client) registered at SAP Deutschland AG & Co. KG or an SAP subsidiary or group company. Furthermore, xSuite grants the Customer with regard to rights of use and exploitation of a Software the right (ii) to use and make a reasonable number of copies of related documentation normally pro-vided by xSuite to its customers (the “Documentation“). One (1) "Document Transaction"
includes running the data extraction, business process and archiving of the same document through the Software, whereby the start of a Document Transaction counts as using the Software for one (1) Document Transaction already
3.2 Customer, including its employees or dedicated third parties for the purpose of processing documents on behalf of Customer, is only permitted to use the Software, Documentation, and/or other materials provided by xSuite under the Agreement, as expressly permitted by the Agreement. In this regard, Customer is not allowed to permit any other person to use it beyond this scope. In particular, Customer shall not, except as expressly permitted by the Agreement, nor shall it permit any other person (including its employees) to:
(i) reverse engineer, decompile or otherwise attempt to discover the source code of or trade secrets embodied in the Software, or any portion thereof, as far as these are not disclosed by xSuite, insofar as this is not permitted under mandatory law,
(ii) distribute, transfer, or grant sublicenses to the Software, or Documentation, including, but not limited to, making the Software available (a) through resellers or other distributors or (b) as an application service provider, service bureau, or Software as a Service,
(iii) create modifications to or derivative works of the Software,
(iv) attempt to modify, alter, or circumvent the license control and protection mechanisms within the Software,
(v) to reproduce the Software, unless this is necessary for the use of the Software as agreed, and with the exception that the Customer may make up to two archival copies of the Software solely for backup purposes if the Customer has licensed them for its use under the Agreement,
(vi) use, install, execute or otherwise use the Software with or on more Servers than licenses are licensed, or
(vii) remove, obscure, or alter any copyright notices or any name, trademark, service mark, tagline, hyperlink or other designation included on any display screen within the Software.
3.3 If the parties have agreed to a test period, the right of use granted under this section of the GTC shall be limited to a duration of three (3) months through the implementation of software protection mechanisms. Upon expiration of the test period and subject to the Customer's payment of the agreed remuneration, the Customer shall be granted a right of use for an indefinite period.
3.4 xSuite grants the Customer’s affiliated companies the right to use the Software as provided under this section of the GTC, provided that such use is exclusively in the interest of the Customer or its affiliated companies. For the purposes of this GTC, “affiliated companies” shall mean: (i) entities affiliated with the Customer as defined under Sections 15 et seq. of the German Stock Corporation Act (AktG), and (ii) entities that become affiliated companies of the Customer during the term of the agreement. The Customer shall ensure that all affiliated companies using the Software comply with the provisions of this GTC, including but not limited to the provisions of licensing, protection of intellectual property, and confidentiality, to the same extent as the Customer itself. The Customer shall be fully liable for any acts or omissions of its affiliated companies in connection with their use of the Software as if such acts or omissions were the Customer’s.

4. Document Transactions
4.1 If Customer exceeds the agreed number of Document Transactions, further Document Transactions are no longer possible. Nonetheless, the Customer may continue using the
Software and license additional Document Transactions (the “Additional Document Transactions“) in blocks of 1000 Additional Document Transactions.
4.2 At the end of each contractual year any unused Document Transactions will expire and Customer may not transfer unused Document Transaction to the then next contractual year.

5. Transfer
5.1 The Customer is entitled to transfer the Software, including the user manual and any other accompanying materials, in full and permanently to a third party, upon payment of a one-time fee. Any partial transfer or splitting of volume licenses is expressly prohibited. The third party must agree to the continued applicability of the agreed-upon terms of use, including these General Terms and Conditions, both towards xSuite and the original licensor. Upon transfer, the Customer shall transfer all copies of the Software to the new user, including any backup copies, or shall completely destroy any copies not transferred. The Customer's right to use the Software shall expire upon the transfer.
5.2 The Customer shall notify xSuite in writing of the transfer, providing the name and full address of the new user. Additionally, the Customer shall provide proof that the Software has been fully deleted from the Customer's systems. xSuite reserves the right to refuse the transfer within fourteen (14) calendar days from receipt of the complete documentation, if there are reasonable grounds to suspect that the third party may violate the license terms, in particular through unauthorized duplication or misuse.
5.3 Upon the transfer of the Software to a third party, all contractual obligations of xSuite towards the original Customer shall cease. xSuite assumes no liability for any incompatibilities of the Software with the new user's system environment, nor for any costs incurred due to required adjustments, reinstallation, or other related actions.

6. Warranty
6.1 The contracting parties acknowledge that it is not feasible to develop software that is entirely free of defects under all application conditions. For the software provided, xSuite warrants that the software will function in all material respects as specified in the applicable individual order at the time of delivery.
6.2 xSuite warrants that the version of the software delivered is suitable for the intended contractual use in accordance with the features expressly agreed upon in the contract. In the event of significant deviations from the agreed performance characteristics, xSuite shall have the right, at its sole discretion, to remedy the defect within a reasonable period. If xSuite fails to remedy the defect, the Customer shall be entitled to request a reduction in the agreed remuneration pursuant to Sections 437 No. 2 Var. 2, 441 BGB. Should subsequent performance ultimately fail, the Customer shall have the statutory right of withdrawal. xSuite shall not be liable for any expenses incurred by the Customer for defect rectification by third parties or for any other contractual costs associated therewith.
6.3 xSuite shall not be liable to the extent that any breach of the foregoing warranty is caused in whole or in part by (i) any third-party components or services used by Customer and not provided by xSuite; (ii) unauthorized use or use of the Software other than in accordance with the documentation and the agreement, (iii) changes to the Software without the prior consent of xSuite, (iv) use of the Software in an environment other than the recommended environment described in the xSuite documentation or statement of services, or (v) viruses introduced by Customer, its employees or its subcontractors and/or any Customer users.
6.4 Warranty claims by the Customer against xSuite shall become time-barred twelve (12) months after the delivery of the software or, where acceptance is required, twelve (12)
months from the date of acceptance. This limitation period shall not apply in cases of intentional misconduct, fraudulent behavior, claims under the German Product Liability Act (ProdHaftG), or injury to life, body, or health, for which the statutory limitation period shall continue to apply.

7. Audit Right
Not more than once each contractual year of the respective Software Maintenance Agreement, xSuite will have the right to perform an audit to verify that Customer is using the Software in compliance with the purchased Software. For this purpose, Customer must provide xSuite with the respective information. Alternatively, xSuite shall have a right to appoint an independent auditor to conduct an on-site audit. The audit will be performed during normal business hours upon not less than fifteen (15) calendar days’ prior written notice to Customer (notification via email is deemed sufficient for this purpose). The audit will be conducted at xSuite’s sole cost and expense and will be subject to reasonable security and access restrictions. Customer will be permitted to have Customer personnel present during the audit. If an audit conducted under this Section discloses that Customer has underpaid by more than 3% any license Fees payable for the agreed Document Transaction during the period covered by the audit, Customer will pay xSuite the amount of that underpayment and, in addition, will reimburse xSuite’s reasonable and actual costs for that audit.

8. Additional Provisions
Additionally, the global terms and conditions in Section D) shall apply.

B) Software Maintenance

1. Subject Matter
1.1 The subject matter of software maintenance agreements is the provision of maintenance services for standard software products (“Software”) supplied by xSuite, as defined in Section A) of these GTC. Such maintenance services shall be provided exclusively under the terms and conditions set forth herein and are intended to maintain the operational readiness of the Software at the Customer’s premises, without guaranteeing uninterrupted operational readiness.
1.2 A prerequisite for the provision of the maintenance services is that the license terms governing any software not developed or supplied by xSuite, and to which the Customer is subject, do not impose restrictions that would inhibit or prevent the performance of the maintenance services for the standard Software to be maintained, including any limitations on third-party processing rights. In the event of any violations of such license terms, the Customer shall fully indemnify and hold xSuite harmless against any claims asserted by third parties arising from such violations.

2. Definitions
(i) "Error" means any failure of the Software to operate in substantial conformance with the applicable then-current documentation and its specifications and that is attributable to xSuite.
(ii) "Fix" means a Software patch or work-around for an Error.
(iii) „Response Time“ is the time that elapses between the receipt of a qualified error report withing the meaning of Section B) Clause 9 of the GTC and the commencement of qualified incident processing by xSuite.
(iv) "Release" means a progression of the 1st digit of the version release number in a four-point version control system (e.g., v4.0 to v5.0). A Release provides significant improvements and includes changes to the basic structure of the Software, including, by way of example only, the inclusion of additional features, functionality, and corrections of Errors in the Software
(v) „Support“ means email and phone Support Services relating to Errors in the Software as well as the provision Fixes.
(vi) "Update" means a progression of 2nd digit of the version release number in a four-point version control system (e.g., v4.1 to v4.2). An Update provides minor modifications that do not substantially change the basic character or structure of the Software or correct Errors or deficiencies in the Software.

3. Support Hours
3.1 xSuite maintains and operates a single point of contact. The single point of contact is available via phone during the relevant Support Hours or xSuite’s web portal on a 24/7 basis (however, Errors reported via the web portal will only be processed during the Support Hours). xSuite recommends to report Errors with Severity Level 1 via the Web portal.
3.2 Support Hours shall be Monday through Friday, from 08:00 am to 06:00 pm (CET), excluding public holidays in Schleswig-Holstein and the 24th and the 31st of December (“Support-Free Days”).
3.3 For the „tangro“ product line, special Support Hours apply, namely Monday through Friday, from 09:00 am to 05:00 Uhr pm (CET), ), excluding public holidays in Baden-Württemberg and the Support-Free Days.

4. Severity Levels
xSuite will respond to all Errors reported by Customer in accordance with the Response Times set forth below:
(i) Priority 1 („Emergency“) is reserved for severe Errors and for emergency issues affecting the Software caused by Errors. The Response Time for emergencies shall be four (4) hours.
(ii) Priority 2 („Critical“) is for critical problems with the operation of the Software not causing total failure or for problems that impact the Software. The Response Time shall be ten (10) hours.
(iii) Priority 3 („Normal“) is for all other cases or problems that Customers may experience with the Software. The Response Time shall be twenty (20) hours.

5. Services
5.1 xSuite shall provide e-mail and telephone Support for all technical issues related to Errors in the Software, as described in Section B) Clause 4 of these GTC.
5.2 xSuite shall correct Errors as outlined in Section B) Clause 4 of these GTC and provide all relevant Releases and Updates as soon as they become available. It shall be at xSuite’s sole discretion whether an error is rectified through Error Correction or the provision of a Release or Update.
5.3 xSuite reserves the right to engage subcontractors to fulfill its obligations under the Software Maintenance Agreement.

6. Error Correction
xSuite shall provide Support Services for any reported and reproducible Error in the Software with a level of effort commensurate with the severity level, as further described in this section of the GTC. Upon identification of any Error, Customer shall (i) notify xSuite of such Error as described in Section B) Clause 4 of these GTC; and (ii) provide xSuite with information in accordance with Section B) Clause 9 of these GTC. xSuite shall not be responsible for correcting any Errors not attributable to the Software.

7. Delivery and Use of Releases, Updates und Fixes
xSuite shall provide all Fixes, Upgrades and Updates electronically to Customer for Customer’s download. Updates for the „tangro“ product line may be retrieved using the standard activation function (activate process).

8. Services not Covered by Support Services
8.1 xSuite is not obligated to provide Support for Errors or problems caused by an Excluded cause. Support is excluded if the breach of the contractual warranty is caused in whole or in part by (i) any third-party components or services used by Customer and not provided by xSuite; (ii) unauthorized use or use of the Software other than in accordance with the documentation and the agreement, (iii) changes to the Software without the prior consent of xSuite, (iv) use of the Software in an environment other than the recommended environment described in the xSuite documentation or statement of services, or (v) viruses introduced by Customer, its employees or its subcontractors and/or any Customer users.
8.2 Customer acknowledges and agrees that, unless agreed otherwise, xSuite will not install any provided Releases, Updates or Fixes and that Customer is solely responsible for the download and installation of any Releases, Updates or Fixes.
8.3 The Support does not comprise advice on the deployment of the Software and for the specific adaptation of the Software to the needs of the Customer.

9. Customer Obligations
9.1 Customer agrees to provide xSuite with all information and materials requested by xSuite for use in replicating, diagnosing and correcting an Error or other problem with the Software reported by Customer. If and to the extent that Customer does not comply with its obligations to cooperate, does not comply with them in full or does not comply with them in good time, xSuite shall be released from its own obligation to provide Support to the extent that xSuite's services are hindered or made more difficult as a result until Customer has fulfilled its obligations.
9.2 Customer acknowledges that xSuite’s ability to provide satisfactory Support is dependent on xSuite having the information necessary to replicate the reported problem with the Software. In reporting an Error to xSuite, Customer will send a complete and accurate error report (an “Error Report”) that includes (a) Customer name and on-site technical contact information; (b) version and release level of the Software; (c) platform and version on which the Software is running; (d) a reasonably detailed description of the Error, together with
any supporting information that Customer’s engineers believe will assist xSuite in its diagnostic process; (e) any Error message(s) or other message(s) generated by the system in association with the Error; (f) any applicable trace files and/or Error logs; (g) a test case or instructions necessary to demonstrate the Error; (h) identification of any additional information (such as dumps, logs, etc.) that are, or can be made, available; and (i) the date and time that the Error occurred.
9.3 The Releases, Updates and Fixes provided by xSuite may be necessary to the proper operation of the Software and therefore Customer (a) agrees to promptly install all Releases, Updates and Fixes made available by xSuite and (b) acknowledges that otherwise xSuite is not obliged to provide any Support Services.
9.4 Customer’s employees shall have in-depth knowledge regarding the Software, to submit the Error Reports and act as contact person in case of necessary assistance during an Error remediation. At least one (1) of Customer's employees has successfully participated in software training through xSuite.

10. License Surveying
Customer acknowledges and agrees that at the end of each contractual year, xSuite may verify by technical means Customer’s number of Additional Document Transactions.

11. Fees and Payment
11.1 Payment for the maintenance of the Software shall be governed by the respective Software Maintenance Agreement and is invoiced in advance for each calendar year. The invoice amount is due for payment in advance on the first (1st) working day of each billing period. Any pro rata remuneration for a maintenance period prior to the commencement of the first full billing period shall be invoiced on a pro rata basis until the end of the year and is due for payment within fourteen (14) days of the invoice date.
11.2 Upon the expiration of the initial contract period, xSuite reserves the right to adjust the remuneration for Software Maintenance either upwards or downwards at the beginning of each calendar year, at its reasonable discretion (in accordance with Section 315 of the German Civil Code [BGB]), unless notice of termination has been duly given. A price increase shall only be permissible if it is communicated to the Customer in a timely manner, allowing the Customer to terminate the contract prior to the increase taking effect at the end of the respective extension period.

12. Term and Termination
12.1 The term of the Software Maintenance Agreement shall commence on the start date specified by the parties in the agreement and shall initially continue until the end of the initial term as outlined in the agreement. Upon the expiration of the initial term, the contract shall automatically renew for successive one (1) year periods at the beginning of each calendar year, unless either party provides written notice of termination with a notice period of three (3) months prior to the end of the calendar year.
12.2 Either party may terminate the agreement with immediate effect in cases of material breach.

13. Warranty
13.1 xSuite warrants that the maintenance services provided shall conform to the agreed-upon terms set forth in the Software Maintenance Agreement. Any lack of conformity in the support services shall be documented by the Customer through an Error report in
accordance with Section B) No. 9 of these GTC. If xSuite fails to cure any significant deviations from the agreed services within a reasonable period of time, the Customer shall grant xSuite a reasonable grace period to rectify the problem. Should xSuite fail to eliminate the deviations from the contractual performance specifications within the grace period or to find an alternative solution that enables the Customer to use the Software in accordance with the agreement, the Customer shall have the right to terminate the Software Maintenance Agreement without notice. The same provisions shall apply in the event of a proven Error in Software provided by xSuite.
13.2 The warranty period shall expire twelve (12) months after the acceptance of the service results or, if no formal acceptance is carried out, twelve (12) months after the commissioning of the relevant service results, or twelve (12) months after the termination of the contract, whichever occurs first. The warranty shall not cover errors or other defects arising from deviations from the contractually agreed usage conditions. The warranty shall also be void if the Customer modifies the maintenance results themselves or has them modified by third parties.

14. Additional Provisions
Additionally, the global terms and conditions in Section D) shall apply.

C) Agreement for General IT Services

1. Subject Matter
1.1 The purpose of xSuite service contracts is the delivery of general IT services. Unless expressly stipulated otherwise in an individual agreement, the services shall be performed solely in accordance with the terms and conditions set forth herein.
1.2 xSuite shall render consulting and other services to the best of its knowledge and abilities, adhering to the standard applicable to the respective software and with the objective of enabling the Customer to utilize its hardware and software in accordance with the scope of services agreed upon in the individual contract. However, xSuite does not guarantee the success of the services. The ultimate responsibility for the project and its success shall rest solely with the Customer.
1.3 xSuite reserves the right to engage subcontractors for the provision of IT services, either in whole or in part.

2. Collaboration between the Parties to the Agreement
2.1 The Customer designates a responsible project manager and, in case of temporary prevention (vacation, illness, etc.) a deputy as contact person for xSuite. The project manager shall ensure that the decisions to be made by the Customer during the performance of the agreement and that the Professional Services to be provided are completed on time. If a conflict arises due to work and task shifting among the Customer's employees, the internal project management has to arrange a resolution.
2.2 The Customer shall exclusively issue requests regarding the Professional Services to be provided to the responsible contact person named by xSuite and shall not issue any instructions to the other persons employed by xSuite.
2.3 If a person employed by xSuite for the performance of the agreement is replaced by another person at the request of the Customer and if a setting-in period is required, this
shall be at the expense of the Customer. For the selection, xSuite shall reasonably consider the interests of the Customer. 2.4 The Customer is solely responsible for the backup of its data in the project according to the state of the art. xSuite’s employees assume that data with which they may come in contact and for which it is generally understood that such data is secured, that the data in fact is secured. In cases of reasonable doubt, they shall verify the situation by contacting the Customer.

3. Usage Right
xSuite grants the Customer a non-exclusive, perpetual, worldwide and transferable right to use the copyrightable results, if applicable, created within the scope of the agreement for IT Services, to the extent this use results from the purpose of the respective agreement.

4. Fees and Payment
4.1 The remuneration agreed upon in the contract on a time and materials basis constitutes compensation for the actual time spent performing the contractual services. If a cap on the time-based remuneration has been agreed, xSuite remains obligated to fully perform the services even if this cap is reached. Material costs will be remunerated separately. Waiting times attributable to the Customer shall be compensated as working time.
4.2 Unless otherwise agreed, xSuite shall issue invoices retroactively on a monthly basis and include the corresponding performance records in the standardized format used by xSuite. The Customer is not entitled to receive performance records in a format differing from the standard format unless such deviation has been expressly and separately agreed. The invoice and the associated performance record shall be deemed approved by the Customer unless the Customer raises written objections within 14 calendar days of receipt. Upon approval, the invoice becomes due for payment.
4.3 Time tracking for consultants engaged by xSuite shall be carried out exclusively in xSuite’s service recording system. The performance records are based on the entries from this time tracking and are created in xSuite’s standardized format. Time tracking in the Customer’s systems shall only take place if a separate contractual agreement has been made to this effect.
4.4 A fixed price agreed upon in the contract constitutes the compensation for all contractual services and becomes due upon full performance of the services. The prerequisite for payment is the receipt of an auditable invoice.
4.5 Invoices shall be sent to the contractually agreed invoice recipient using the transmission method agreed between the parties, in particular electronically or, if expressly agreed, by post. Deviating recipients or transmission methods shall only be considered if they are communicated to the sender without delay and in text form.
4.6 Travel time, travel expenses, and incidental costs shall be reimbursed in accordance with the applicable xSuite price list.
4.7 If the Customer cancels binding appointments for services ordered from xSuite less than the following periods before the agreed start time, xSuite shall be entitled to charge the following cancellation fees:
• Less than 72 hours before the start of the service: 25% of the agreed hours;
• Less than 48 hours before the start of the service: 50% of the agreed hours;
• Less than 24 hours before the start of the service: 100% of the agreed hours.
An appointment shall be deemed binding once it has been agreed upon with xSuite at least in text form (e.g., via email). Cancellations must also be made at least in text form.

5. Change Requests
5.1 The parties are aware that changes, adjustments and additions to the Professional Services as well as additional services may be necessary or appear reasonable in the interest of the parties.
5.2 Should further - previously unknown - requirements arise during the conception or implementation of the project, the request for the implementation of this requirement will be defined as a change request between the customer's project management and the xSuite Group project management. A Change Request is an additive service with costs, which has to be ordered separately. If a change request is ordered, the requirements defined in the change request become part of the conception or implementation of the project.
5.3 xSuite will check a change request of the Customer within 15 business days after receipt of the change request and will notify the Customer in writing or via email if xSuite generally agrees with the change request. If this notification is not made within 15 business days, the change request is considered rejected. If xSuite agrees on the change request, xSuite will prepare an offer for the implementation of the change request within 15 business days and send it to the Customer. If the Customer does not accept this offer in writing or via email within 15 business days after receipt by the Customer, it shall be deemed rejected by the Customer.
5.4 If the necessary adjustments to the contractual agreements are not finalized within the binding offer period of the realization offer, work shall continue under the terms of the existing contract. The performance deadlines shall be extended by the number of working days during which work was interrupted as a result of the change request or the review of the change request. During the period of interruption, xSuite shall be entitled to claim the agreed compensation for expenses or a reasonable adjustment to the agreed fixed price, unless xSuite has redeployed the affected employees to other tasks during the interruption or has willfully failed to do so.

6. Acceptance
6.1 If the contractual agreement stipulates that the service result is subject to an acceptance test, such test shall be conducted within fourteen (14) calendar days following receipt of the notification of completion and the handover or provision of the service result. The notification may be delivered via email. If no defects are reported to xSuite within this fourteen (14) calendar-day period, acceptance shall be deemed declared Acceptance may only be refused in the event of significant defects.
6.2 Significant defects are defined as serious errors or urgent issues in the software arising from errors that materially impair its functionality.
6.3 In the event of significant defects, xSuite shall remedy them within a reasonable period, not to exceed thirty (30) calendar days. Upon completion of the remedial measures, a new acceptance test shall be conducted. The provisions governing deemed acceptance in Section C, Clause 6.1 shall apply correspondingly to the new acceptance test. Should the acceptance test fail, the Customer shall have the right to withdraw from the service contract.
6.4 Acceptance may not be withheld if defects have already been ruled out in prior partial acceptance tests.

7. Defective Performance, Notice of Defects
7.1 If a service is not provided in accordance with the contractual terms or is improperly performed due to reasons attributable to xSuite, xSuite shall, at no additional cost to the Customer, rectify the issue and provide the service in accordance with the contract within
a reasonable timeframe. This obligation is contingent upon the Customer promptly submitting a complaint, no later than two (2) weeks after becoming aware of the issue. Should xSuite fail to fulfill the contractual obligations in essential aspects, even within a reasonable grace period expressly set by the Customer, the Customer shall have the right to either reduce the agreed remuneration proportionately or terminate the contract without notice.
7.2 The Customer's right to extraordinary termination in cases of material breach shall remain unaffected.
7.3 xSuite shall be entitled to remuneration for all services provided under the contract up to the effective date of termination. The Customer shall only be exempt from paying for services if, within four (4) weeks of the declaration of termination, the Customer demonstrates that those services hold no value or interest to them.
7.4 Any additional claims by the Customer arising from qualitative service disruptions are excluded.
7.5 Claims for defects shall be subject to a limitation period of twelve (12) months, except in cases involving injury to life, limb, or health caused by defects, fraudulent or intentional conduct by xSuite, or the breach of a guarantee.

8. Additional Provisions
Additionally, the global terms and conditions in Section D) shall apply.

D) Global Terms and Conditions for All Aforementioned Agreements

1. Scope
All contracts, deliveries, and services shall be governed exclusively by these General Terms and Conditions (GTC). Any terms and conditions proposed by the Customer that deviate from or conflict with these GTC shall only be applicable if explicitly acknowledged in writing by xSuite. Silence or lack of response from xSuite shall not constitute acceptance of such terms and conditions, even after their receipt. These General Terms and Conditions shall remain in effect unless otherwise specified in the respective individual contract.

2. Conclusion of the Contract
Information provided by xSuite in brochures, advertisements, or other promotional materials is non-binding. Offers issued by xSuite are non-binding and may be revoked at any time. If the Customer places an order based on an offer from xSuite, the Customer shall remain bound to the order for a period of six (6) weeks. A binding contract shall only be formed upon xSuite's written acceptance of the order.

3. Fees and Payment
All amounts are to be paid in EUR, plus the applicable VAT. Unless otherwise stipulated in the respective contract or the preceding terms and conditions, payments for deliveries and services are due without any deductions within thirty (30) calendar days from the receipt of the corresponding invoice.

4. Retention of Title
4.1 Until the complete payment of the purchase price by the Customer, all products delivered by xSuite shall remain the exclusive property of xSuite.
4.2 The retention of title shall also apply in the event that the delivered products are installed, processed, or modified by the Customer (extended retention of title) subject to the following provisions:
(i) The processing or transformation of the delivered products by the Customer shall always be deemed to be performed on behalf of xSuite, without any obligation on xSuite’s part. If the delivered product is processed together with other items not owned by xSuite, xSuite shall acquire co-ownership of the resulting new item in proportion to the value of the delivered product (invoice total, including applicable VAT) compared to the other items processed at the time of processing. The same conditions as for products delivered under retention of title shall apply to the new item created by processing.
(ii) If the delivered products are inseparably mixed with other items not owned by xSuite, xSuite shall acquire co-ownership of the new item in proportion to the value of the delivered product (invoice total, including VAT) compared to the other items mixed at the time of mixing. If the mixing occurs in such a way that the Customer’s item is considered the principal item, the Customer hereby agrees to transfer co-ownership to xSuite proportionally. The Customer shall hold the resulting sole or joint ownership for xSuite at its own expense.
4.3 In the event of the Customer’s delayed payment or a substantial breach of due diligence or custodial obligations, the assertion of the retention of title by xSuite shall not constitute a withdrawal from the contract unless xSuite explicitly informs the Customer otherwise.
4.4 In the event of xSuite asserting the retention of title, the Customer’s right to further use the software shall terminate. Any copies of the software created by the Customer must be returned to xSuite or deleted.

5. Offset
The Customer may only set off claims against xSuite’s claims arising from contracts if such claims are undisputed or have been legally established through a final and binding judgment.

6. Delivery Dates, Default
6.1 Delivery dates specified in the contract are non-binding. Should a non-binding delivery period be exceeded by a period of four (4) weeks, the Customer may request xSuite to deliver within a reasonable timeframe. Such reminder shall constitute the commencement of a delivery delay.
6.2 In the event of xSuite’s delay in the performance of a principal obligation under the contract, the Customer shall only be entitled to terminate the contract or claim damages for non-performance if the Customer has previously set a written deadline for performance or subsequent performance, which has expired without fulfillment.

7. Limitation of Liability
EACH PARTY IS LIABLE WITHOUT ANY LIMITATION FOR DAMAGES (I) WITH RESPECT TO INJURY TO HEALTH, BODY OR LIFE OR (II) THAT RESULT FROM WILFUL MISCONDUCT OR GROSS NEGLI-GENCE OF THE RELEVANT PARTY, ITS REPRESENTATIVES OR AGENTS IN THE PERFORMANCE OF THE CONTRACTUAL OBLIGATIONS. THE SAME APPLIES TO DAMAGES WHICH RESULT FROM THE ABSENCE OF A QUALITY WHICH WAS GUARANTEED BY THE RELEVANT PARTY. EXCEPT FOR CASES COVERED IN SENTENCE NO. 1 (I) OR SENTENCE NO. 2, EACH
PARTY WILL BE LIABLE IN THE CASE OF SLIGHT NEGLIGENCE ONLY IF AN OBLIGATION IS VIOLATED THAT IS OF ESSENTIAL IMPORTANCE FOR THE PROPER PERFORMANCE OF THIS AGREEMENT (“CARDINAL OBLIGA-TION”) AND THE OTHER PARTY MAY RELY ON THE FULFILMENT OF THIS OBLIGATION. EACH PARTY’S LIABILITY ACCORDING TO THE GERMAN PRODUCT LIABILITY ACT REMAINS UNAF-FECTED. ANY FURTHER LIABILITY IS EXCLUDED.

8. Third-Party Intellectual Property Rights
xSuite warrants that the software provided by xSuite does not infringe upon any third-party intellectual property rights. xSuite agrees to indemnify and hold harmless the Customer upon first request from any third-party claims arising from intellectual property infringements attributable to xSuite in connection with the contractual use of the software. The Customer shall promptly notify xSuite in writing of any claims made by third parties against the Customer related to the contractual use of the software and shall grant xSuite all necessary authorizations and powers to defend against such claims. In the event of legal defects, xSuite shall, at its discretion, be entitled to:(i) take lawful actions to eliminate third-party rights that affect the contractual use of the software, (ii) eliminate or contest the assertion of such claims, or (iii) modify or replace the software in such a manner that it no longer infringes upon third-party rights, provided such modification or replacement does not materially impair the agreed functionality of the software, and shall compensate the Customer for any damages resulting therefrom.

9. Confidentiality and Data Protection
9.1 In connection with the execution of a contract, each party (the "Disclosing Party") may disclose or make available Confidential Information to the other party (the "Receiving Party"). "Confidential Information" shall mean all non-public, proprietary, and confidential information relating to the Disclosing Party's business operations. Both xSuite and the Customer shall comply with the obligations set forth herein regarding the exchange, handling, and protection of Confidential Information under the contract. Any Confidential Information disclosed shall be clearly identified and/or marked as confidential at the time of disclosure.
9.2 Confidential Information will be designated and/or marked as confidential when disclosed. However, any information that the Receiving Party knew or reasonable should have known, under the circumstances, was considered confidential or proprietary by the Disclosing Party, will be considered Confidential Information of the Disclosing Party even if not designated or marked as such. With regard to xSuite, Confidential Information is in particular the source code of the Software, xSuite’s business strategies, pricing models and fees. The Receiving Party shall preserve the confidentiality of the Disclosing Party's Confidential Information and treat such Confidential Information with at least the same degree of care that the Receiving Party uses to protect its own Confidential Information, but not less than a reasonable standard of care. The Receiving Party will use the Confidential Information of the Disclosing Party only to exercise rights and perform obligations under the agreement.
9.3 Confidential Information of the Disclosing Party will be disclosed only to those employees and contractors of the Receiving Party with a need to know such information and who agree to comply with the confidentiality and security provisions of the respective agreement with
respect to the handling of such Confidential Information. Confidential Information does not include information that: (i) was rightfully known to the Receiving Party without restriction on use or disclosure prior to such information being disclosed or made available to the Receiving Party in connection with the respective agreement; (ii) was or becomes generally known by the public other than by the Receiving Party's or any of its representatives' noncompliance with the respective agreement; (iii) was or is received by the Receiving Party on a non-confidential basis from a third party that was not or is not, at the time of such receipt, under any obligation to maintain its confidentiality; (iv) was or is independently developed by the Receiving Party without reference to or use of any Confidential Information; or (v) if the Receiving Party is compelled by applicable law, court order or governmental order to disclose any Confidential Information.
9.4 Each party will be responsible for its own compliance with all applicable data protection/privacy laws and regulations. Notwithstanding the foregoing, xSuite agrees and undertakes that it will comply with all of the obligations under the applicable privacy laws. To the extent xSuite processes, as defined in the “REGULATION (EU) 2016/679 OF THE EUROPEAN PARLIAMENT AND OF THE COUNCIL of 27 April 2016 on the protection of natural persons with regard to the processing of personal data and on the free movement of such data, and repealing Directive 95/46/EC” (General Data Protection Regulation, together with any amended or successor laws thereto), personal data on behalf of the Customer, the parties will enter into a respective data processing agreement.
9.5 xSuite shall implement and maintain commercially reasonable and appropriate technical, physical, and organizational safeguards to protect the confidentiality, availability, and integrity of Customer Data accessed by xSuite. Notwithstanding the foregoing, xSuite is not responsible for the security of any Customer Data while in transit over the Internet or other third party network.

10. Export Regulations
Should the Customer intend to export or otherwise dispatch products delivered by xSuite, the Customer agrees to comply with the export regulations of Germany, as well as with the applicable import regulations of the destination country (e.g., USA). The Customer shall be solely responsible for ensuring adherence to all relevant laws, regulations, and controls related to the export, re-export, or transfer of such products.

11. Miscellaneous
11.1 xSuite reserves the right to amend these GTC during the contract term, with effect for the future, in order to reflect changes in legal, economic, or technical conditions. xSuite will notify the Customer of any amendments in an appropriate manner. If the Customer does not object to the amendments within four (4) weeks of receiving notice, the changes will be considered accepted. Should the Customer object within this period, the previous GTC will remain in effect for the existing contractual relationship. In such a case, xSuite reserves the right to terminate the contract, subject to a reasonable notice period. The respective current Terms and Conditions are available here.
11.2 If any provision of these GTC is or becomes invalid, the validity of the remaining provisions shall remain unaffected. The invalid provision shall be replaced by a valid provision that most closely approximates the economic purpose of the contract and adequately protects the interests of both parties.
11.3 All legal relationships between xSuite and the Customer shall be governed exclusively by the laws of the Federal Republic of Germany. The UN Convention on Contracts for the International Sale of Goods (CISG) shall not apply. Only the German version of the General
Terms and Conditions is legally valid and binding. Any translation merely serves as information for the Customer. The place of jurisdiction is Hamburg.

Version with validity as of February 19, 2025.

(All personal designations used in these Terms and Conditions apply equally to all genders, regardless of the chosen wording.)

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