General Terms & Conditions & Terms of Use

1.1 These General Terms and Conditions (hereinafter "T&Cs") of Schneider GmbH (hereinafter "Provider") apply to all contracts for Software-as-a-Service (hereinafter "SaaS") services concluded by an entrepreneur (hereinafter "Customer") with the Provider regarding the services described on the Provider's website. The subject of the contract is the provision of software (hereinafter "Software") in digital form via the Internet for a fee, limited to the contract term, as well as the provision of storage space on the Provider's servers. The inclusion of the Customer's own terms and conditions is hereby objected to, unless otherwise agreed.

1.2 An entrepreneur within the meaning of these T&Cs is a natural or legal person or a partnership with legal capacity who, when entering into a legal transaction, acts in the exercise of their commercial or independent professional activity.

1.3 The Software may contain links to third-party services. These T&Cs do not apply to services provided by third parties rather than the Provider. This also applies if the services are provided free of charge and/or if registration with the Provider is required for their use. For these services, the terms and conditions of the third-party provider or the statutory provisions in the relationship between the Customer and the third-party provider apply exclusively. The Provider merely mediates technical access to these services.

2.1 The Provider makes Software available to the Customer in digital form via the Internet for the duration of the agreed contract term. For this purpose, the Provider enables the Customer to access the Software, which remains on the Provider's server. The functional scope and technical specifications of the Software are described in detail in the service description on the Provider's website. The Provider only owes the provision of the Software with the functionalities defined in the service description. In particular, the Provider does not owe the establishment and maintenance of the data connection between the Customer's IT system and the Provider's server.

2.2 The Software is updated by the Provider at irregular intervals. The Customer accordingly only receives a right of use to the Software in its currently valid version. The Customer is not entitled to demand a specific state of the Software.

2.3 The Provider provides the Customer with limited storage space on its servers for using the Software. The amount of storage space is described in detail in the service description on the Provider's website.

2.4 The Provider performs the aforementioned services with an overall availability of 99%. Availability is calculated on the basis of the time falling within the respective calendar month during the contract period, minus maintenance times. The Provider will carry out maintenance work during low-use times as far as possible.

2.5 The Provider takes state-of-the-art data backup measures. However, the Provider has no custodial duty. The Customer is responsible for sufficient data backups themselves.

2.6 The Provider makes a user manual available to the Customer in electronic form.

2.7 The Provider offers additional support services. The content and scope of the support services result from the service description on the Provider's website.

3.1 The Provider reserves the right to change the services offered or to offer different services, unless this is unreasonable for the Customer.

3.2 Furthermore, the Provider reserves the right to change the services offered or to offer different services:

• insofar as the Provider is obliged to do so due to a change in the legal situation;
• insofar as the Provider complies with a court ruling or regulatory decision directed against it;
• insofar as the respective change is necessary to close existing security gaps;
• if the change is solely beneficial to the Customer; or
• if the change is of a purely technical or procedural nature with no significant impact on the Customer.

3.3 Changes with only insignificant influence on the Provider's services do not constitute service changes within the meaning of this section. This applies in particular to changes of a purely graphic nature and the mere rearrangement of functions.

4.1 The services described on the Provider's website do not constitute binding offers on the part of the Provider, but serve to submit a binding offer by the Customer.

4.2 The Customer can submit the offer using the online order form provided on the Provider's website. After entering their personal data, the Customer submits a legally binding contract offer in relation to the selected services by clicking the button that concludes the order process.

4.3 The Provider can accept the Customer's offer within five days:

• by sending the Customer a written order confirmation or an order confirmation in text form (fax or email), whereby the receipt of the order confirmation by the Customer is decisive, or
• by requesting the Customer to pay after placing their order.

If several of the aforementioned alternatives exist, the contract is concluded at the point in time when one of the alternatives occurs first. The period for accepting the offer begins on the day after the Customer sends the offer and ends at the end of the fifth day following the sending of the offer. If the Provider does not accept the Customer's offer within this period, this is deemed a rejection of the offer, with the result that the Customer is no longer bound by their declaration of intent.

4.4 When submitting an offer via the Provider's online order form, the text of the contract is saved by the Provider after the contract is concluded and sent to the Customer in text form (e.g. email, fax or letter) after the order is sent. The contract text is not made accessible by the Provider beyond this. If the Customer has set up a user account for the Provider's website before submitting their order, the order data will be archived on the Provider's website and can be accessed by the Customer free of charge via their password-protected user account by entering the corresponding login details.

4.5 Before bindlingly submitting the order via the online order form, the Customer can identify potential input errors by carefully reading the information displayed on the screen. An effective technical tool for better identifying input errors can be the browser's zoom function, which enlarges the display on the screen. The Customer can correct their entries during the electronic ordering process using the usual keyboard and mouse functions until they click the button that completes the order process.

4.6 The German language is available for the conclusion of the contract.

4.7 Order processing and communication usually take place via email and automated order processing. The Customer must ensure that the email address provided by them for order processing is correct so that emails sent by the Provider can be received. In particular, when using SPAM filters, the Customer must ensure that all emails sent by the Provider or by third parties commissioned by the Provider with order processing can be delivered.

The Provider is the owner of all rights of use required to make the Software available. Unless otherwise stated in the service description on the Provider's website, the Provider grants the Customer a non-exclusive, non-transferable right, limited in time to the duration of the contract, to use the Software for business purposes within the framework of these T&Cs. Any further use of the Software is not permitted.

The Provider is authorized to use content and information made available to him by the Customer for the service within the scope of their contractual duties, whose processing is necessary for proper performance. The Customer grants the Provider, free of charge, non-exclusively and limited to the duration of the contract, the necessary rights of use, in particular the right to permanent provision and storage, the right of reproduction, and the right of processing, and warrants that they are authorized to grant these rights of use.

7.1 The Customer ensures that the hardware and software used by them, including workstations, routers, data communication systems, etc., meet the minimum technical requirements for using the current version of the Software.

7.2 The Customer is obliged to protect and keep the login details provided to them from access by third parties in accordance with state-of-the-art standards. The Customer ensures that use only takes place within the contractually agreed scope. Unauthorized access by third parties must be reported to the Provider immediately.

7.3 The Customer must not store any data on the provided storage space whose use violates applicable law, official requirements or orders, third-party rights, or agreements with third parties.

7.4 The content stored by the Customer on the storage space allocated to them may be protected by data protection law. The Customer checks on their own responsibility whether the use of personal data by them complies with data protection requirements.

7.5 The Customer must regularly perform reasonable data backups under their own responsibility.

7.6 The Customer is obliged to check their data and information for viruses or other harmful components before entering it, and to use state-of-the-art measures (e.g. anti-virus software) for this purpose.

7.7 The Customer ensures that programs, scripts, etc. installed by them do not endanger the operation of the server or the communication network of the Provider or the security and integrity of other data stored on the Provider's servers.

7.8 If programs, scripts, etc. installed by the Customer endanger or impair the operation of the server or the communication network of the Provider or the security and integrity of other data stored on the Provider's servers, the Provider may deactivate or uninstall these programs, scripts, etc. If the elimination of the danger or impairment requires it, the Provider is also entitled to interrupt the connection of the content stored on the server to the Internet. The Provider will inform the Customer about this measure immediately.

8.1 The Provider is generally not obliged to proactively check the content posted by Customers for its legality or compatibility with third-party rights or these T&Cs. Nevertheless, the Provider reserves the right to check Customer content for its legality on its own initiative in individual cases and, in the event of identified violations, to take measures in accordance with the following provisions.

8.2 Customers and affected third parties can report suspected illegal content to the Provider using the contact information in the Provider's legal notice (e.g. via email). The Provider is free to forward the content of a report to the Customer who posted the reported content. The identity of the reporting person will only be disclosed to the Customer if absolutely necessary.

8.3 In the event of reports and within the scope of checks carried out on the Provider's own initiative, human content moderation is generally performed. In individual cases, automated technical check procedures may be used additionally.

8.4 If the illegality of content published by the Customer is determined as a result of a report or within the scope of a check carried out on the Provider's own initiative, the Provider is entitled, even without prior notice or contact, to take one or more of the following measures at its reasonable discretion:

• warning the publishing Customer,
• temporary blocking or permanent deletion of the affected content,
• temporary or permanent suspension of contractually assumed obligations,
• termination of the contract relationship (ordinary or extraordinary for good cause).

8.5 When choosing the measures to be taken, the Provider will respect the principles of proportionality and weigh the interests of the affected Customer against its own interests in the unimpeded, trouble-free, and integer continuation of its business operations. Criteria considered when imposing a measure are:

• the statement and meaning of the specific content and its potential for harm or danger,
• the frequency of publication of unauthorized content by the Customer,
• the ratio of the publication of unauthorized content by the Customer to their remaining use of the service,
• if identifiable, the intentions pursued by the Customer with the publication of unauthorized content,
• if identifiable, the existence and degree of fault of the publishing Customer.

8.6 If Customers frequently submit obviously unfounded reports or complaints, the Provider will suspend the processing of reports and complaints from these Customers for a reasonable period after a prior warning.

9.1 Unless otherwise stated in the Provider's service description, the prices indicated are net prices, which apply plus statutory value added tax (VAT).

9.2 The payment options and payment modalities are communicated to the Customer on the Provider's website.

10.1 The contract is concluded for an indefinite period and can be terminated by the Customer at any time without notice and by the Provider with a notice period of 14 days.

10.2 The right to extraordinary termination for good cause remains unaffected. A good cause exists if, taking into account all circumstances of the individual case and weighing the interests of both parties, the terminating party cannot reasonably be expected to continue the contractual relationship until the agreed end or until the expiry of a notice period.

10.3 Terminations can be made in writing, in text form (e.g. by email) or in electronic form via the termination system (termination button) provided by the Provider on its website.

10.4 Upon termination of the contract, the Customer loses access to their user account. Furthermore, the Provider's obligation to store data posted by the Customer expires with the termination of the contract.

If the Customer wishes to switch to another provider or to an ICT infrastructure on their own premises, the regulations in the Annex on switching providers, which are attached to these T&Cs as an appendix, apply.

12.1 The Customer must notify the Provider of any occurring defects, faults, or damage immediately.

12.2 Warranty for only insignificant reductions in the suitability of the service is excluded.

12.3 Strict liability (liability without fault) under § 536a para. 1 Alt. 1 BGB for defects that already existed at the time of contract conclusion is excluded.

12.4 A termination by the Customer due to non-granting of contractually agreed use is only permissible after the Provider has been given sufficient opportunity to remedy the defect and this has failed. A failure to remedy the defect is only to be assumed if it is impossible, if it is refused by the Provider or delayed in an unreasonable manner, if there are reasonable doubts regarding the prospects of success, or if it is unreasonable for the Customer for other reasons.

13.1 The Provider is liable under all contractual, quasi-contractual, and statutory claims, including claims in tort, for damages and reimbursement of expenses as follows:

13.2 The Provider is liable without limitation on any legal grounds:

• in case of intent or gross negligence,
• in case of intentional or negligent injury to life, body, or health,
• on the basis of a guarantee promise, unless otherwise regulated in this respect,
• on the basis of mandatory liability such as under the Product Liability Act.

13.3 If the Provider negligently violates an essential contractual obligation, liability is limited to the contract-typical, foreseeable damage, unless unlimited liability applies in accordance with the preceding section. Essential contractual obligations are obligations which the contract imposes on the Provider according to its content to achieve the purpose of the contract, whose fulfillment enables the proper execution of the contract in the first place, and on whose compliance the Customer may regularly rely.

13.4 Otherwise, liability of the Provider is excluded.

13.5 The above liability regulations also apply with regard to the Provider's liability for its vicarious agents and legal representatives.

The Customer indemnifies the Provider against all claims asserted by other Customers or third parties against the Provider due to infringement of their rights caused by content posted by the Customer or due to their other use of the service. The Customer also assumes the necessary costs of legal defense, including all court and attorney fees at the statutory rate. This does not apply if the infringement is not the Customer's fault. In the event of a claim by third parties, the Customer is obliged to provide the Provider immediately, truthfully, and completely with all information necessary for checking the claims and defending against them.

The Provider undertakes to maintain silence about all confidential information of which he gains knowledge in connection with this contract and its execution and not to disclose it to third parties. Confidential information is information marked as confidential or whose confidentiality results from the circumstances, regardless of whether it was communicated in written, electronic, physical, or oral form. The confidentiality obligation does not apply insofar as the Provider is obliged to disclose the confidential information by law or due to a binding regulatory or court decision.

16.1 The Provider reserves the right to amend these T&Cs at any time without giving reasons, unless this is unreasonable for the Customer. The Provider will notify the Customer of changes to the T&Cs in text form in good time. If the Customer does not object to the validity of the new T&Cs within a period of four weeks after notification, the amended T&Cs are deemed accepted by the Customer. In the notification, the Provider will point out the Customer's right to object and the significance of the objection period.

16.2 Furthermore, the Provider reserves the right to amend these T&Cs:

• insofar as the Provider is obliged to do so due to a change in the legal situation;
• insofar as the Provider complies with a court ruling or regulatory decision directed against it;
• insofar as the Provider introduces additional, completely new services, facilities, or service elements that require a service description in the T&Cs, unless the previous user relationship is detrimentally changed as a result;
• if the change is solely beneficial to the Customer; or
• if the change is of a purely technical or procedural nature, unless it has a significant impact on the Customer.

16.3 The Customer's right of termination remains unaffected by this.

17.1 The law of the Federal Republic of Germany applies to all legal relationships between the parties.

17.2 If the Customer acts as a merchant, a legal entity under public law, or a special fund under public law with their seat in the territory of the Federal Republic of Germany, the place of jurisdiction for all disputes arising from this contract is the Provider's registered office. If the Customer has their seat outside the territory of the Federal Republic of Germany, the Provider's registered office is the exclusive place of jurisdiction for all disputes arising from this contract if the contract or claims arising from the contract can be attributed to the professional or commercial activity of the Customer. In the aforementioned cases, the Provider is, however, entitled in all cases to appeal to the court at the Customer's seat.

The following provisions apply in the event that the Customer wishes to switch to another provider or to an ICT infrastructure on their own premises.

2.1 “Data processing service” within the meaning of these T&Cs is a digital service provided to the Customer that enables ubiquitous and on-demand network access to a shared pool of configurable, scalable, and elastic computing resources of a centralized, distributed, or highly distributed nature, which can be rapidly provisioned and released with minimal management effort or interaction from the provider.

2.2 “Digital assets” within the meaning of these T&Cs are elements in digital form – including applications – for which the Customer has a right of use, independent of the contractual relationship with the data processing service they wish to switch.

2.3 “ICT infrastructure on Customer premises” within the meaning of these T&Cs is ICT infrastructure and computing resources owned by the Customer or rented or leased by the Customer, located in the Customer's data center and operated by the Customer or a third party.

2.4 “Switch” within the meaning of these T&Cs is a process involving the Provider, the Customer, and, if applicable, an acquiring provider of data processing services, in which the Customer switches from using the data processing service of the Provider to using another data processing service of the same type or another service offered by another provider of data processing services, or to an ICT infrastructure on their own premises, including through the extraction, transformation, and uploading of data.

2.5 “Exportable data” within the meaning of these T&Cs are input and output data, including metadata, generated directly or indirectly by the Customer's use of the data processing service, with the exception of assets or data of the Provider or third parties protected by intellectual property rights or constituting a trade secret.

3.1 Before ordering the data processing services, the Provider makes clear information available to the Customer regarding the following points:

• their standard remuneration and, if applicable, penalties for early termination;
• the switching fees;
• services requiring a highly complex or costly switch, or where a switch is not possible without significant disruption to the data, digital assets, or service architecture, if relevant;
• specific services to which the transition and termination obligations do not apply, if applicable;
• a complete list of categories of data and digital assets that can be transferred, including at least all exportable data;
• a complete list of categories of data specific to the internal functioning of the Provider's data processing service, excluded from the obligation to export data if there is a risk of violating the Provider's trade secrets;
• clear information about known risks to the continuity of the provision of the Provider's functions or services.

3.2 The Provider's online register with data structures and formats, relevant standards, and open interoperability specifications for data is available on the Provider's website.

4.1 The parties agree on a switch and exit plan (hereinafter "Plan") which contains in particular:

• details of switch and exit assistance, including porting methods and formats, and the steps required to complete the switch process;
• the contact persons designated by the Customer and Provider to execute the Plan;
• an estimate of the time needed to export and transfer the data and digital assets from the original provider's environment;
• limitations and technical restrictions, including those resulting from storing data outside the EU;
• a description of the sequence of operations proposed by the Provider;
• a description of the test method proposed by the Provider, if tests are carried out.

4.2 Upon the Customer's request, the Provider must make information explaining the relevant procedures available to the personnel designated by the Customer (or other third parties authorized by the Customer).

4.3 Upon the Customer's request, the Provider agrees to either organize a test or support the Customer in their tests to verify whether the Plan works in practice for exportable data and digital assets. If problems arise during testing, the parties will analyze the causes in good faith and work towards solutions.

4.4 The Provider and Customer agree to update the Plan as needed and, at least upon the Customer's request, to check whether adjustments are necessary.

5.1 The Customer must send the Provider a switch notice with a notice period of 2 months, stating that they are initiating the switch. If the Customer only wants to transfer specific services, data, or digital assets, they must specify this in the notice.

5.2 In the switch notice, the Customer must state whether they intend:

• to switch to another provider of data processing services. In this case, the Customer should provide the necessary details about the destination provider;
• to switch to a local ICT infrastructure of the Customer; or
• not to switch, but only to delete their exportable data and digital assets.

5.3 The Provider will confirm receipt of the switch notice to the Customer within 3 working days on the same communication channel used by the Customer.

6.1 The transition period is 30 calendar days and begins upon expiry of the notice period for initiating the switch process.

6.2 If the Provider cannot meet the agreed transition period for technical reasons, they agree:

• to notify the Customer in writing or in text form within 14 working days of receiving the notice;
• to state an alternative transition period, which must not exceed seven (7) months from the date of the Customer's termination notice; and
• to provide a reasonable justification for the technical impossibility.

The Customer must confirm receipt of this extension notice within 3 working days in writing or in text form.

6.3 The Customer can extend the transition period once for a period they deem more appropriate for their purposes, but not longer than 3 months. For complex migrations, the parties can agree on a longer period by mutual consent, up to a maximum of 12 months. The Customer must inform the Provider in writing or in text form of their intention by the end of the original transition period, specifying the alternative transition period. The Provider will confirm receipt of such an extension notice within 3 working days in writing or in text form.

The Provider agrees to reasonably support the Customer and third parties commissioned by the Customer from the start and throughout the switch process to enable the Customer to switch within the agreed transition period. For this purpose, the Provider must in particular:

• provide skills, appropriate information (including documentation necessary to perform the switch), and technical support. If problems are identified, the Provider and Customer will analyze the causes in good faith and work towards solutions;
• act with due diligence to maintain business continuity and continue providing the contractually agreed functions or services;
• maintain a high level of security throughout the switch process, in particular for data security during transfer.

8.1 The Customer agrees to take all reasonable measures to achieve an effective switch. The Customer bears responsibility for importing and implementing data and digital assets into their own systems or into the systems of the destination provider.

8.2 The Customer or third parties commissioned by them, including the destination provider, agree to respect the intellectual property rights and trade secrets in the materials provided by the Provider during the switch process. The Customer further agrees to grant third parties or the destination provider access to these materials and, if applicable, sublicenses for their use only to the extent necessary to perform the switch process until the end of the agreed transition period, including the alternative transition period, while respecting confidentiality obligations and the intellectual property rights granted by the Provider.

9.1 The Customer can retrieve or delete their data during the agreed period for data retrieval. The period for data retrieval is 30 calendar days and begins after expiry of the agreed transition period. The parties can agree on a longer period if this is required considering the interests of both sides.

9.2 After expiry of the agreed retrieval period and upon successful completion of the switch process, the Provider agrees to delete all exportable data and digital assets generated by the Customer or directly related to the Customer, and to confirm to the Customer that they have done so. This does not apply to exportable data that the Provider must retain under mandatory EU law or the law of EU Member States, provided that the Provider informs the Customer which exportable data they retain, for how long, and for what reasons.

The Provider does not charge any additional compensation for the switch process.

11.1 As soon as the Customer informs the Provider that the switch process has been successfully completed, the Provider will immediately inform the Customer about the termination of the contract. If the Customer does not inform the Provider of the successful switch or lack thereof, although the Provider has legitimate reason to believe that the switch by the Customer has been successfully completed, the Provider can request confirmation from the Customer that the switch was successfully completed. If the Customer does not confirm the successful switch within 30 working days of this request, it is assumed that the switch was not successful, and the contract is not terminated but continued under existing conditions.

11.2 If the Customer does not want to switch but wants to delete their exportable data and digital assets, the Provider agrees to inform the Customer at the end of the agreed notice period about the termination of the contract.

12.1 The contract is deemed terminated between the parties when one of the following events has fully occurred:

• upon successful completion of the switch process;
• after expiry of the notice period, if the Customer does not wish to switch but wishes to delete their exportable data and digital assets upon termination of the service.

12.2 If the contract or the Provider's T&Cs contain clauses on termination due to statutory provisions or related cases, such as the following:

• a contracting party requests a deferral or suspension of payments or a contracting party has been declared insolvent;
• a contracting party has still not complied in time with a material or other obligation under the contract that leads or could lead (either contractually or legally) to a termination of the contract;
• a party has learned of a change in ownership or disposal power that contractually or legally leads or could lead to a termination of the agreement;
• the agreement is declared void due to a violation of or a change in applicable mandatory law; or
• similar or identical situations or other situations that contractually or legally lead or could lead to a termination of the agreement,

the agreement together with the agreed services and functions will not be terminated or expire before one of the events under the preceding section has clearly occurred. This does not affect other rights or remedies available to one party against the other. The Customer can agree on success criteria and milestones for the switch with the Provider and report on the status of their achievement during the switch process. In any case, the Customer must inform the Provider of the successful switch.

12.3 If the switch process cannot be successfully completed, the parties must cooperate in good faith to improve the switch process and achieve successful completion, enable timely data transfer, and maintain service continuity. In doing so, the Provider must support the Customer at their request in identifying the reasons for the unsuccessful switch and inform them how the identified obstacles can be removed or bypassed.

• The Customer will engage the destination provider on their behalf at their own discretion.
• Without prejudice to other remedies available under applicable law, the agreement will not be terminated or expire before the successful completion of the switch process or before a corresponding decision of a competent court or a forum chosen and agreed by the parties.
• In the event of conflicts or inconsistencies between these clauses and other agreements on contract termination between the parties, these clauses shall take precedence.

12.4 The switch process is deemed successfully completed when:

• the agreed notice period has expired,
• the transition period after expiry of the notice period has begun,
• the data retrieval period after expiry of the transition period has begun, and
• the data deletion after expiry of the data retrieval period or after expiry of an alternatively agreed period after successful completion of the switch process has been successfully completed.

12.5 If the Customer decides at the end of the transition period not to delete all their exportable data and digital assets at the end of the agreed data retrieval period and wants to ensure that they are available for a certain additional time with limited functionality, or if the Customer and Provider have agreed to maintain the contract without the provision of certain services, unless the Customer explicitly instructs otherwise, this can only take place after:

• the agreed notice period has expired,
• the transition period has expired, and
• an alternative period for data retrieval and other conditions for the service with limited functionality or the maintenance of the contract have been agreed between the Customer and Provider (in particular, permission for the Provider to delete the data after the alternative data retrieval period and/or the determination of the remuneration for this additional period).

If the alternative data retrieval period and other conditions for the service during this time are proposed by the Provider, the contract must not be terminated or expire before the Customer, at their own discretion, accepts the deletion and clearly confirms that the contract is terminated.

12.6 The right of the contracting parties to terminate the contract relationship in the case of an open-ended contract by ordinary termination remains unaffected, provided that the reason for termination is neither a provider change nor – on the Customer's part – an intention to delete data.

12.7 If the contract was explicitly concluded for a specific duration and the expiry date is reached before the switch process is completed, and the Customer has not requested the deletion of their exportable data and digital assets:

• the transition period begins with the contract expiry date and the Provider provides appropriate switch support;
• the above regulations on successful or unsuccessful completion of the switch process apply accordingly.