GTC Software License
“Clever Contracts”
- Scope of application
1.1
The following contractual conditions of weltfern UG (“weltfern”) for the acquisition of the right to use the software, in detail Clever Contracts (“GTC Software License”) apply to all contractual relationships with customers (“licensee”) in connection with the provision of software programs with the name Clever Contracts for use (“software license”) and are considered an integral part of the contract, unless otherwise agreed in writing in an individual agreement between weltfern and the customer. The GTC Software License supplement the General Terms and Conditions of weltfern (“GTC Other Services”), which are part of the contract in addition to the GTC Software Creation and the GTC Software Maintenance.
1.2
Conflicting or supplementary general terms and conditions of a customer only become part of the contract if and insofar weltfern has expressly agreed to their validity in writing. This consent requirement applies in any case, especially if weltfern carries out a delivery or service to the customer without reservation in knowledge of the customer’s general terms and conditions.
1.3
Installation and configuration services are not subject of this contract.
- Services
2.1
weltfern provides the customer with the software program Clever Contracts (“contractual software”) designated in the order confirmation for the contractual, unlimited use defined in the same framework under the conditions of this software license. weltfern provides the contractual software by download from the Internet or by another electronic means of transmission. The licensee receives electronic documentation (e.g. operating instructions, help files, online help, other technical information and documents) also in this way. For new program versions of the contractual software (e.g. patches, bug fixes, updates, upgrades, etc.), the General Terms and Conditions for Software Maintenance shall also apply unless otherwise agreed in the contract.
2.2
When providing the contractual software by download, weltfern will endeavor to ensure the availability of the contractual software on a server for download by the customer at any time. If this is not possible for extraordinary reasons, the customer is requested to inform weltfern of this impossibility.
2.3
The documentation of the Contract Software describes in detail which functions and performances can be achieved by the Contract Software when used in accordance with the contract (“Performance Description”). For the agreed quality of the Contract Software, as well as the intended use, only the respective performance description shall be authoritative in this respect. Public statements, recommendations or advertising shall not constitute a description of the quality of the Contract Software.
2.4
The General Terms and Conditions for Software Maintenance shall apply to software maintenance. Within the scope of the paid software license, the Licensee shall be entitled to patches, bug fixes, updates, upgrades, etc.
2.5
The services of weltfern within the scope of the software license do not include the software installation, any user support such as customer-specific adaptations (“customizing”), training, configuration nor any other consulting or work services beyond the leasing of the contractual software. Support services and other services beyond the rental of the software programs and software maintenance will be provided by weltfern according to the contractual conditions for GTC Software Maintenance and Services (GTC Other Services).
2.6
For the use of individual new functions or function groups, which may be delivered with the software updates, additional license and maintenance fees may be charged at weltfern’s discretion. The use of the new functions and modules are to be remunerated according to the valid price list or to be regulated by individual contract – an automatic right of use is excluded. There is no obligation for the customer to pay for the use.
2.7
weltfern reserves the right, after reasonable notice, to remove licensed software from maintenance in accordance with the GTC Software Maintenance. The right to use the purchased software remains unaffected. However, bug fixes or new versions of the software will then no longer be made available to the licensee.
- license fee
3.1
The amount of the remuneration owed for the licensing of the Contract Software (“License Fee”) results from the order confirmation or from the respective current Clever Contracts price list.
3.2
With the acquisition of the license weltfern grants the licensee a simple, temporally unlimited right of use to the subject matter of the contract for single-user use, but only for the country of destination agreed between the parties in which the subject matter of the contract is to be used. In the absence of an express agreement, the right of use shall be granted exclusively for the country in which the Customer has its place of business. This right of use may only be used on the network for which it was acquired and only on the number of workstations for which a license exists. The Contract Software may only be used simultaneously by a maximum number of natural persons corresponding to the number of licenses acquired by the Licensee. The Licensee may not lease or otherwise sublicense the purchased Contract Software, make it publicly available or otherwise make it available to third parties, whether in return for payment or free of charge. Permitted use includes the installation of the Contractual Software, loading it into the working memory as well as the intended use by the Licensee.
3.3
The right to use the Software provided is granted until the license fee has been paid in full, subject to withdrawal.
4.
Granting of rights
4. 1
weltfern grants the customer the non-exclusive and non-transferable right, limited in time within the scope of the contractual use, to use the contractual software in accordance with the provisions of these GTC.
4.2
The customer is entitled to install and use the software in accordance with the number of user licenses purchased by him. Simultaneous use of the software beyond the agreed scope is not permitted.
5. Resale and subletting
Resale and subletting are prohibited.
6. Cooperation and care obligations of the customer
6.1
weltfern guarantees the functional error-free applicability of the software. Should unexpected errors, problems or application obstacles exist, the customer is obligated to cooperate appropriately during the entire period of licensing of the software, should there be problems or obstacles regarding maintenance, patches, updates, etc.. Reasonable cooperation includes in particular the transfer of all data and all information required for the proper maintenance of the software.
6.2
Should the reasonable obligation to cooperate be violated, weltfern reserves the right to refrain from the maintenance of Clever Contracts.
6.3
The licensee has to download the software – including optionally supplied documents – immediately after the delivery by weltfern resp. by own download, as far as this is feasible after proper business situation, as well as to test extensively and, if a defect appears, to notify weltfern immediately.
7. Warranty for defects of quality and title
7.1
weltfern is liable for the careful and professional performance of its contractual services as well as their freedom from defects. weltfern is liable without limitation for intent and gross negligence. For slight negligence weltfern is liable according to the product liability law as well as for damages resulting from injury to life, body or health of persons, if this is exclusively and irrefutably due to the use of the contractual software.
7.2
weltfern is only liable to a limited extent in case of slight negligence. For the rest, only in case of breach of an essential contractual obligation, the fulfillment of which makes the proper execution of the contract possible in the first place and on the compliance with which the client may regularly rely. This limitation of liability also applies in favor of weltfern’s vicarious agents.
7.3
The strict liability for errors of the contractual software already existing at the time of the conclusion of the contract is expressly excluded
8.
Termination of Contract
8.1
With the end of the support of the purchased version of the Software, the right to updates and bug fixes ends, unless the Customer upgrades to a Software version supported at that time. If there is no valid software maintenance contract at that time, the new software version must be purchased again for a fee. In this case, the Clever Contracts price list valid at that time shall apply, unless other agreements are made.
8.2
If the software maintenance contract associated with the license agreement is terminated,the right to updates and bug fixes shall expire in accordance with the General Terms and Conditions for Software Maintenance.
8.3
A contract that was concluded on a monthly basis can be terminated four weeks after conclusion of the contract (effective date is the date of conclusion of the contract). A contract that was concluded on an annual fee can be terminated up to three months before the expiration of the contract (effective date is the date of the conclusion of the contract).
9. Final Provisions
9.1
The relations between weltfern and the licensee are exclusively subject to the law of the Federal Republic of Germany. The provisions of the UN Convention on Contracts for the International Sale of Goods shall not apply.
9.2
If the individual contract concluded in this context or these General Terms and Conditions contain regulatory gaps, those legally effective regulations shall be deemed to have been agreed to fill these gaps which the contractual partners would have agreed to in accordance with the economic objectives of the contract and the purpose of these General Terms and Conditions.
9.3
If the Licensee is a merchant, a legal entity under public law or a special fund under public law, the exclusive place of jurisdiction for all disputes arising from this contract shall be Hamburg. The same shall apply if the Licensee does not have a general place of jurisdiction in Germany or if the Licensee’s place of residence or habitual abode is unknown at the time the action is brought.