Software license terms & conditions - purchase

1. Scope of the License
1.1. ONE LOGIC GmbH (“ONE LOGIC”) has agreed with you (“Customer”) in a separate document between the parties (the “Offer”) specifying the individual conditions to grant Customer a license to use the software set out in the Offer (“Licensed Software”) subject to these terms and conditions. These terms and conditions (the “Purchase T&C”) constitute, together with the Offer and its annexes, a legal agreement (the “Agreement”) between ONE LOGIC and the Customer.
1.2. The Licensed Software is the exclusive property of ONE LOGIC.
1.3. The Licensed Software comprises the object code of the software and the documentation in accordance with the Offer.

2. Grant of Rights
2.1. ONE LOGIC grants subject to the complete payment of Customer pursuant to the conditions of the Offer and to Section 8 of these Purchase T&C to Customer the non-exclusive, timely unlimited right to use the Licensed Software subject to the terms and conditions of the Agreement. ONE LOGIC retains title to all data storage media as well as the handed over documentation until receipt of all payments of Customer in full.
2.2. Customer is responsible for the use of the Licensed Software and the results thereof. Customer is further responsible for the compatibility of the Licensed Software with other software, hardware and performances in connection with the Licensed Software.
2.3. Customer is entitled to copy the Licensed Software insofar as it is necessary for the installation of the Licensed Software on a computer system which is in Customer’s immediate possession and to fulfill the purpose of this Agreement and insofar as it is required for the loading, display, running, transfer, storage or system backup of the Licensed Software, in total to the extent as specified regarding the number of cores in the Offer as well as to copy the Licensed Software for security purposes by an authorized person, as stated in sec. 69d para. (2) UrhG (German Copyright Act). Customer will notify ONE LOGIC without undue delay in writing in case that the number of copies exceeds the amount of cores as specified in the Offer. Customer will apparently label the copy for security purposes with the notation “Security Copy” as well as with a copyright notice of ONE LOGIC.
2.4. Customer is entitled to revise the Licensed Software insofar as it is necessary for the maintenance or reinstatement of the agreed functionality of the Licensed Software.
2.5. Customer is not entitled to decompile the Licensed Software under other terms than those of sec. 69e para. (1) nos. 1 to 3 UrhG within the limits of sec. 69e para. (2) nos. 1 to 3 UrhG.
2.6. To the extent that mandatory legal provisions entitle Customer to provide the Licensed Software to third parties, Customer may only provide the Licensed Software under the condition that Customer forwards the Offer as well as the documentation to the third party and the third party provides its written consent with the terms and conditions of this Agreement and Customer notifies ONE LOGIC of the name and address of the third party. Customer may also lease out the Licensed Software to third parties if the third party provides its written consent with the present Agreement and Customer notifies ONE LOGIC of the address of the third party. In any case of assignment or lease out of the Licensed Software Customer undertakes to comprehensively cease and desist from any further use of the Licensed Software and to remove any copy of the Licensed Software program from its devices or to hand it out to ONE LOGIC unless Customer is legally obliged to a longer retention. Upon request of ONE LOGIC Customer shall confirm in writing that it comprehensively accomplished the aforementioned measures or – if applicable – explain the reasons according to which it is entitled to a longer retention. Any splitting of acquired license packages is not permitted.
2.7. As far as ONE LOGIC provides updates (corrections of defects, bug-fixes), upgrades (new versions), or other improvements of the Licensed Software and conveys them free of charge to Customer all of the aforementioned improvements will become part of the Agreement.

3. Core License Metric
ONE LOGIC offers the Licensed Software with a core license metric, which is accounted for by summing up all processor cores (virtual or physical whichever applies) on which the Licensed Software is installed and/or running. The Licensed Software may be accessed by Customer’s internal users, external consultants or contractors. The number of required licenses is determined by the maximum number of cores the Licensed Software installed in a given month. The minimum core number to be licensed is 8.

4. Audit Right
Customer undertakes to allow ONE LOGIC or an agent of ONE LOGIC to audit whether Customer’s use of the Licensed Software is consistent with the rights granted to Customer herein upon request by ONE LOGIC and provided there is a legitimate interest therein and to give full co-operation to ONE LOGIC or its agent carrying out such audit. In case that Customer uses more copies of the Licensed Software than he is entitled to pursuant to this Agreement and the Offer, Customer shall pay the full license fee and the full maintenance fee according to the respectively relevant Price List without discount for this exceeding use for the period beginning from the effective date of this Agreement. Customer is entitled to prove a shorter term of the exceeding use.

5. Retention of Rights to the Licensed Software
Customer acknowledges that he only acquires the right to use the Software pursuant to the Agreement and does not acquire any other rights or ownership interests. ONE LOGIC reserves all rights to the Licensed Software not expressly granted under the Agreement. ONE LOGIC will retain all right, title, and interest in and to the Licensed Software, foregoing (including without limitation any improvements suggested by Customer, or by Customer’s usage of the Software), as well as any other invention, development, improvement, algorithm, or formula. Customer especially does not acquire a right to receive free upgrades of the Licensed Software.

6. Usage of Third Party Software
The installation and use of the Licensed Software may require the use of other components or software (e.g., Hadoop Spark, etc.) of third parties (“Third Party Software”), and the Licensed Software may not operate, without this Third Party Software. The known Licensed Software dependencies are communicated to Customer in advance.

7. Delivery and Installation of the Licensed Product
7.1. ONE LOGIC shall deliver the necessary number of copies of the Licensed Software for the exercise of the rights to use to Customer herein in machine readable form at Customer’s option either stored on a specific type of data storage media in common use at the time or transferred by remote data transfer. Customer shall receive the documentation of the Licensed Software as electronic document in English and one copy of the user manual per copy of the Licensed Software as electronic document in English. The parties agree ONE LOGIC’s registered office as the place of performance for the delivery of the Licensed Software. Customer shall bear all costs and risks related to such delivery. Upon transfer of the Licensed Software, the risk of transportation (particularly the risk of accidental loss or destruction) of the copies of the Licensed Software passes to Customer.
7.2. The Licensed Software shall be installed by Customer. Customer must notify ONE LOGIC in writing of the respective installation locations of the copies of the Licensed Software. This shall also apply to any later change of installation locations.
7.3. All copies of the Licensed Software remain in the sole ownership of ONE LOGIC until the complete payment of the license fees. Upon breach of the Agreement by Customer, in particular in default of payment, ONE LOGIC shall be entitled to request at Customer’s expense the return of all copies of the Licensed Software in which ONE LOGIC has retained ownership, or if applicable, to demand the assignment of Customer’s right of return against third parties, retain no copies of the Licensed Software, and irrevocably delete all installations of the Licensed Software from Customer’s, or, if applicable, third party’s systems. Customer shall confirm such return and deletion in writing upon ONE LOGIC’s request. Before the unconditional transfer of ownership, Customer shall only dispose of rights in the Licensed Software with the written consent of ONE LOGIC.

8. License Fees and Numbers of Licenses
8.1. The license fees owed by Customer to ONE LOGIC for the grant of rights hereunder are set forth in the Offer.
8.2. The license fees represent a one-time license fee.
8.3. Invoices are payable as set forth in the Offer. ONE LOGIC will invoice the license fees to Customer in accordance with the payment schedule set forth in the Offer.
8.4. All prices are given in Euro.
8.5. All amounts stated in the Offer are excluding any applicable Value Added Tax, unless explicitly stated otherwise. The current rate of statutory Value Added Tax shall be invoiced and paid in addition to all fees by Customer, if applicable. ONE LOGIC shall state the rate and amount of Value Added Tax separately on the invoice.
8.6. If Customer is in default of payment, the outstanding amount shall bear interest at the rate of nine percent above the then current basic rate of interest. This shall not affect any more extensive rights.

9. Remedy in case of Defects
9.1. The Licensed Software provided by ONE LOGIC shall be substantially in accordance and usable with the actually released documentation. Furthermore the Licensed Software shall be free from third party rights, which prevent the use in accordance with this Agreement. Excepted from this are customary retentions of title.
9.2. A defect of the Licensed Software only exists if the Licensed Software is not in conformity with the commonly known documentation that was valid at the time of purchase of the Licenses Software although the Licensed Software is used within the disclosed conditions of use.
9.3. Rights in case of defects of the Licensed Software shall be excluded in the case of minor or immaterial deviations from the agreed or assumed characteristics nor in the case of just slight impairment of use. Product descriptions shall not be deemed guaranteed unless separately agreed in writing. In respect of updates, upgrades and other improvements, Customer’s rights in case of defects shall be limited to the new features of the update, upgrade or new version compared to the previous version release.
9.4. Rights in case of defects of the Licensed Software shall be excluded in the case of defects that are based on (i) the usage of the Licensed Software in a hard- and/or software environment that does not comply with the requirements in the Offer or (ii) amendments or modifications of the Licensed Software done by Customer without having the right to amend or modify the Licensed Software by law, this Agreement or other prior written approval by ONE LOGIC.
9.5. ONE LOGIC does not warrant for defects, disruptions or losses arising of (i) improper treatment of the Licensed Software of Customer, (ii) defects of the system environment of Customer.
9.6. Customer shall inspect the delivered Licensed Software without delay for any transport damage and other apparent defects preserve the appropriate evidence and assign any claims for recourse to ONE LOGIC while handing over the documents. Otherwise rights in case of defects of the Licensed Software shall be excluded.
9.7. Defects must be notified in writing with a comprehensive description of the error symptoms, as far as possible evidenced by written recordings, hard copies or other documents demonstrating the defects. The notification of the defect should enable the reproduction of the error. This shall not affect the statutory obligation of Customer to inspect and notify defects. In case ONE LOGIC finds out that it is not liable for the supposed defect of the Licensed Software because the defect bases on type errors, on improper usage of the Licensed Software or on the used hardware, ONE LOGIC is entitled to demand a reasonable amount of money from Customer that covers the time and expenses of personnel and data processor that was necessary to check the supposed defect.
9.8. Customer’s rights in case of defects subject to the provisions of Section 0 of this Agreement are limited to 12 months and the period shall begin (i) on the date of delivery of the first copies of the Licensed Software or (ii) in case of Licensed Software that can be downloaded from the internet by notification and clearing of the login credentials for the download area. Customer is not entitled to updates after termination of the aforementioned period.
9.9. If Customer demands replacement performance because of a defect, ONE LOGIC has the right to choose between the improvement (Nachbesserung), replacement delivery (Ersatzlieferung) or replacement of services (Ersatzleistung). The remedying of the defect may also take place through the delivery or installation of a new program version or a workaround. If the defect is not cured within a first time limit and Customer has set ONE LOGIC a reasonable second time limit without success or if a reasonable number of attempts to remedy, replacement deliveries or replacement services are unsuccessful, then Customer may, subject to the statutory prerequisites, at its option withdraw from this Agreement or reduce the price and claim damages or reimbursement of costs. If the defect does not or not substantially impair the functionality, then ONE LOGIC is entitled, to the exclusion of further rights in case of defects, to remedy the defect by delivering a new version or an update as part of its version, update and upgrade planning.

10. Third Party Claims
10.1. If third parties claim rights to the Licensed Software and they pursue these, then ONE LOGIC shall do everything in its power, in order to defend the Licensed Software at its own expense against the third party claims. Customer shall inform ONE LOGIC in writing without delay of the claiming of such rights by third parties and shall give ONE LOGIC all powers of attorney and authorizations which are necessary in order to defend the Licensed Software against the third party rights claimed.
10.2. To the extent that there are defects in title, ONE LOGIC is entitled at its sole discretion to either (i) take legitimate measures to remove the third party rights, which impair the contractual use of the Licensed Software, or (ii) remedy the enforcement of such claims, or (iii) change or replace the Licensed Software in such a manner, that it no longer infringes the rights of third parties, provided and to the extent that this does not substantially impair the warranted functionality of the Licensed Software.

11. Liability, Damages
11.1. ONE LOGIC shall be liable under the terms of the Agreement only in accordance with the provisions set out under Sections 11.1.1 to 11.1.5 below:
11.1.1. ONE LOGIC shall be unrestrictedly liable for losses caused intentionally or with gross negligence by ONE LOGIC, its legal representatives or senior executives and for losses caused intentionally by other assistants in performance.
11.1.2. ONE LOGIC shall be unrestricted liable for death, personal injury or damage to health caused by the intent or negligence of ONE LOGIC, its legal representatives or assistants in performance.
11.1.3. ONE LOGIC shall be liable for losses arising from the lack of any warranted characteristics up to the amount which is covered by the purpose of the warranty and which was foreseeable for ONE LOGIC at the time the warranty was given.
11.1.4. ONE LOGIC shall be liable in accordance with the German Product Liability Act in the event of product liability.
11.1.5. ONE LOGIC shall be liable for losses caused by the breach of its primary obligations (Kardinalpflichten) by ONE LOGIC, its legal representatives or assistants in performance. Primary obligations are such basic duties which form the essence of the Agreement, which were decisive for the conclusion of the Agreement and on the performance of which Customer may rely. If ONE LOGIC breaches its primary obligations through simple negligence, then its ensuing liability shall be limited to the amount which was foreseeable by ONE LOGIC at the time the respective service was performed.
11.2. ONE LOGIC shall be liable for loss of data only up to the amount of typical recovery costs which would have arisen had proper and regular data backup measures been taken.
11.3. Customer is solely responsible for (i) the checking of the results that are generated by the usage of the Licensed Software, (ii) the checking of data that he uses within the Licensed Software. Customer indemnifies ONE LOGIC of all claims for damages that are connected to the usage of the Licensed Software or the results generated thereof by Customer.
11.4. Any more extensive liability of ONE LOGIC is excluded on the merits.

12. Security Measures
Customer shall protect Licensed Software as well as the login credentials from unauthorized access through third parties by providing appropriate security measures. Especially all copies of the Licensed Software as well as the login credentials shall be stored in a safe place.

13. Confidentiality
13.1. ONE LOGIC and Customer undertake to assure the protection and preservation of proprietary and/or confidential information (in the following “Confidential Information“) which shall be disclosed or made available between the contractual parties in the framework of this Agreement.
13.2. Subject to the limitations set forth in the subsequent Section 13.4, all information disclosed between the parties shall be handled confidentially. Confidential Information, irrespective of its form and medium in which it is contained, within the meaning of this Agreement shall be regarded in particular: any data, especially of the business, employers and customers of the parties, products, manufacturing processes, know-how, business secrets, business relationships, business strategies, business plans, financial planning, personnel matters.
13.3. The parties undertake and represent to each other:
13.3.1. to handle Confidential Information confidentially and with due care;
13.3.2. to use Confidential Information only for the contractually provided purpose; and
13.3.3. to reproduce Confidential Information only to the extent necessary and to pursue the purposes set forth in this Agreement, with all such reproductions being considered also as Confidential Information.
13.4. As Confidential Information within the meaning of Section 13.2 above shall not be regarded such information of which the concerned party having received the information in question can demonstrate:
13.4.1. is generally known to the public at the time of disclosure or becomes generally known through no wrongful act on the part of the concerned party;
13.4.2. becomes known to the concerned party through a disclosure by sources other than the other party or of one of its affiliates having no duty of confidentiality to the other party, whether direct or indirect, with all respect to such information and having the legal right to disclose such information;
13.4.3. that the Confidential Information has been independently gained and without infringing of a duty of confidentiality.
13.5. Each contractual party may disclose Confidential Information if said party is required to such disclosure according to applicable laws or governmental regulations, provided that the party has submitted prior written notice of such disclosure to the other party and takes reasonable and lawful actions to avoid and/or minimize the extent of the disclosure.
13.6. Each party shall make available the Confidential Information to its employees or consultants only to the extent that this complies with the contractual purpose of this Agreement.
13.7. Customer undertakes to especially keep confidential information regarding the performance, design, functionality or features of the Software.

14. Data Protection
14.1. The Parties shall comply with the relevant applicable provisions of data privacy law in force especially in the European Union.
14.2. ONE LOGIC shall:
14.2.1. process any personal data provided by the Customer only subject to the Customer’s instruction, unless (i) the personal data must be processed to perform the Agreement (ii) the personal data must be processed to monitor and scale use of the services so as to enable efficient allocation of resources to the customer, or (iii) ONE LOGIC is legally entitled for other reasons to process the personal data;
14.2.2. ensure that ONE LOGIC has suitable technical and organizational measures in place to protect personal data against unauthorized or unlawful processing.
14.2.3. conclude an agreement on commissioned data processing with the Customer if this is required in individual cases due to the statutory provisions or the specific subject matter of the Agreement.
14.3. ONE LOGIC shall be permitted to carry out analyses using information obtained by ONE LOGIC through the performance of the Agreement. The data shall be anonymized and aggregated for such analyses. The data in such analyses may be used for improving the quality of products, resource optimization, and research into and development of new products; for improving performance and reviewing data security and integrity: and for data products, such as industry trends and anonymous benchmarking.

15. Duration and Termination
15.1. The Agreement shall be concluded for an indefinite period. It can be terminated by each party at the end of a quarter of the calendar year within a period of six weeks, effective to the earliest at the end of the quarter one year after conclusion of the Agreement.
15.2. The right to terminate the Agreement for good cause remains unaffected. A good cause that entitles ONE LOGIC to terminate the Agreement especially exists in the case that Customer infringes the granted rights of use of ONE LOGIC by using the Licensed Software beyond the provisions of this Agreement and the Offer and does not remedy the infringement within a reasonable time after a warning notice of ONE LOGIC.
15.3. The termination of the Agreement shall be in written form.
15.4. In the case of termination of the Agreement Customer shall cease the use of the Licensed Software, remove all of the installed copies of the Licensed Software from its data processors as well as if applicable at ONE LOGIC’s discretion to delete copies made of the Licensed Software for security backup purposes or to hand them over to ONE LOGIC.

16. Order of Precedence
In case of conflict the following documents shall apply in descending order:
(a) our Offer;
(b) an NDA or other confidentiality agreement, concluded between the Customer and us (if any)
(c) these Purchase T&C;
(d) the statutory provisions of German law.

17. Final provisions
17.1. These Purchase T&C and the applicable Offer set forth the entire Agreement and understanding between the parties and merges all prior oral and written Agreements, discussions and understandings between the parties with respect to the subject matter thereof, and neither of the parties shall be bound by any conditions, inducements or representations other than as expressly provided for in the Agreement. Amendments or additions to the Agreement must be made in writing to be effective. This shall also apply to amendments of this written form requirement.
17.2. Customer shall be entitled to transfer rights and obligations out of or in connection with this Agreement to third parties only after prior written consent of ONE LOGIC.
17.3. Customer shall be entitled to offset only insofar as Customer’s counterclaim is acknowledged, undisputed or assessed in a legally binding judgement. Customer is entitled to exercise retention rights only to the extent such rights are based on the same contractual relationship.
17.4. This Agreement shall be governed by the laws of the Federal Republic of Germany except for the UN Sales Convention (United Nations Convention on Contracts for the International Sale of Goods dated 11.4.1980).
17.5. Exclusive place of performance and exclusive place of jurisdiction over all disputes under and in connection with this Agreement is the place of ONE LOGIC’s registered office, provided that Customer is a merchant within the meaning of the German Commercial Code or if upon the commencement of legal proceedings, Customer has no place of business or ordinary residence in the Federal Republic of Germany.
17.6. In the event that one or more provisions of the Agreement (in particular these Purchase T&C and our Offer) is or become partly or entirely invalid or unenforceable, the validity and enforceability of the remaining provisions shall not be affected thereby. In such case, the parties shall be obliged to replace the partly or entirely invalid or unenforceable provision with a valid and enforceable provision, which the Parties would have agreed on had they been aware of the invalidity or unenforceability of the respective provision. The same shall apply in the event that this Agreement contains any unintended gaps (unbeabsichtigte Vertragslücken). It is the express intention of the Parties that Section 139 German Civil Code (BGB) shall not apply in its entirety.
17.7. Any terms and conditions of the Customer are excluded, even in case one of the Parties makes express reference to it.

Maintenance Terms & Conditions

1. General Provisions
1.1. These Maintenance Terms and Conditions (“Maintenance T&C”) shall apply to maintenance services of ONE LOGIC GmbH (“ONE LOGIC”) to you (“Customer”). ONE LOGIC has agreed with Customer to maintain pursuant to the individually agreed conditions in a separate document between the parties (“Offer”) the software set out in the Offer (“Licensed Software”) and to support Customer in its use of the Licensed Software subject to the terms and conditions of these Maintenance T&C and the Offer including its annexes (the “Agreement”).
1.2. The Licensed Software is the exclusive property of ONE LOGIC.
1.3. Customer shall only have a claim of performance if and insofar the agreed fee was paid completely in advance pursuant to the provisions of this Agreement and the Offer.

2. Definitions
2.1. Upgrade: defined as new version including new functionality or significant changes in the user interface or Licensed Software backend. This is indicated by a change in the first digit. For example a change from 1.0 to 2.0.
2.2. Update: defined as changes and enhancements in existing functionality. This is indicated by a change in the second digit. For example a change from 2.0 to 2.1.
2.3. Patch: defined as released code corrections or error fixes. This is indicated by a change in the third digit. For example a change from 2.1.1 to 2.1.2.

3. Scope of Services
3.1. Outside of the (contractual) warranty of defects ONE LOGIC provides on demand of Customer maintenance and support services for the Licensed Software to remedy errors which occur during the use of the Licensed Software and/or become apparent in the respective documentation.
3.2. An error exists, if the Licensed Software does not fulfill the functions specified in the documentation or does not work in an appropriate manner so that their use is precluded or harmed.
3.3. ONE LOGIC shall provide the following services („Customer Support“) subject to the terms of the Agreement:
3.3.1. Consultancy and support services in connection with the functions of the Licensed Software;
3.3.2. Dealing with defects/errors which occur during the proper use of the Licensed Software or which become apparent in the respective documentation;
3.3.3. Elimination of errors of the Licensed Software (delivery of service-releases).
3.3.4. Customer Support also covers the documentation which accompanies the Licensed Software.
3.4. Dealing with errors for the purposes of the Agreement comprises narrowing down the causes of the error, error diagnostics as well as services directed towards correcting the error (particularly patches and service packs). ONE LOGIC undertakes no responsibility for correction of the error. Services for dealing with errors may, at the option of ONE LOGIC, also be provided through workarounds, delivery of updates or upgrades or, upon prior consultation with Customer, through delivery of a new version.
3.5. To the extent that under the Agreement ONE LOGIC supplies software or other works capable of independent copyright protection, such software as well as the rights to use it granted to Customer shall be governed by the ONE DATA Software Licensing Terms & Conditions for the maintained software.
3.6. The support services are rendered in a two level model. The details of the extent of services are set out in sections 4 and 5 below.
3.7. Only the Licensed Software which is installed at the installation locations which have been notified by Customer to ONE LOGIC in writing is covered by Customer Support. Any changes to the installation location must be notified to ONE LOGIC in writing. ONE LOGIC may only refuse Customer Support for the Licensed Software installed at a new installation location for good cause. Additional costs for the provision of the services under this Agreement which are incurred through the change of installation location shall be borne by Customer.
3.8. ONE LOGIC is entitled to the maintenance by remote access on the system of Customer. Customer shall secure that an access of ONE LOGIC by remote access on personal data is excluded. In case that maintenance by remote access is not desired, Customer shall be obliged to refund maintenance on-site.
3.9. ONE LOGIC is entitled to use assistants in performance at its own discretion insofar the respective assistant in performance has concluded a confidentiality agreement with ONE LOGIC.
3.10. ONE LOGIC shall generally deliver around 1 to 2 new software versions or upgrades within the Agreement. The definition of the extent of upgrades remains at the sole discretion of ONE LOGIC.
3.11. Customer Support does not include:
3.11.1. services outside the agreed times of support availability;
3.11.2. services for the Licensed Software, which is not used in accordance with the conditions of use set out by ONE LOGIC;
3.11.3. services for the Licensed Software, which has been changed by programming not carried out by ONE LOGIC;
3.11.4. services for computer programs or parts thereof, which do not form part of the Licensed Software;
3.11.5. services for the Licensed Software, where updates or other measures to correct the error, provided by ONE LOGIC have not been installed and where the error would have been cured by such updates or bug fixes, unless the installation thereof is unreasonable for Customer for which it is not responsible;
3.11.6. services for the Licensed Software at a release version that is no longer generally supported by ONE LOGIC;
3.11.7. services that could be performed on ONE LOGIC’s site, however, which upon Customer’s request were performed elsewhere; and
3.11.8. services that become necessary due to Customer’s failure to cooperate.

4. First Level Support
4.1. Support is provided via a telephone hotline (“Hotline”) or customer portal that can be accessed on support.onelogic.de (“Customer Portal”) via a two level model (“Support”). Customer Portal is the primary channel of communication for First Level Support. The customer will receive detailed information and documentation with prior notice.
4.2. The Hotline can only be used by dedicated support contacts that are communicated to ONE LOGIC beforehand. The First Level Support will handle all incoming incidents from users and will forward these – if needed – to the Second Level hotline support.
4.3. Support is provided for the on-premise installation of the Licensed Software.
4.4. The problem description will be documented in writing in the First Level Support. After the verification and assessment of the incident a problem resolution will be developed and implemented.
4.5. For solvable incidents, the resolution may take the form of a recommendation, usage instructions, workaround instructions, or requiring the Customer to install an available update or patch.
4.6. If the First Level Support activities do not lead to the desired problem resolution the Second Level Support will be immediately involved.
4.7. The Customer will be notified in an acceptable time frame via telephone, fax or email on the incident status. Response times depend on severity level which are specified in section 6.2 below. Depending on the problem resolution time, this may require several Customer notifications. The Customer will be notified upon problem resolution in any case. The results of the analysis, potential work-around or other resolutions are documented and communicated to the Customer. ONE LOGIC may close an incident if the Customer contact has not responded to two attempts or more made in writing (e.g. email) by ONE LOGIC to collect additional information required.
4.8. First Level Support is available to the operating times set forth in Section 6.1 below.

5. Second Level Support
5.1. ONE LOGIC will provide Second Level Support only for the Licensed Software and subject to the response times depending on severity level which are specified in section 6.2 below.
5.2. To transfer incidents to the Second Level Support all of the following conditions pursuant to sections 5.2.1 to 5.2.6 below must be met from First Level Support.
5.2.1. A resolution in First Level Support has been tried and was not successful.
5.2.2. All needed information has been provided, in particular:
– Specification of the deployed Licensed Software including all digits of the release;
– Operating System;
– Log-Information;
– Detailed problem description.
5.2.3. The provided data is available in the Incident Management Tool of ONE LOGIC.
5.2.4. The Customer will be notified that an incident is forwarded to Second Level Support.
5.2.5. In case that a problem resolution should require a patch or update a joint roadmap with the Customer for the patch or update is developed.
5.2.6. Communication with the Customer is provided via First Level Support.

6. Customer Support Availability
6.1. Customer Support shall be provided during the following times: Monday – Friday, 8:00 – 18:00. Limited support during public holidays in Munich or Passau, Germany. All times of support availability refer to the time zone at ONE LOGIC’s registered offices.
6.2. ONE LOGIC will prioritize incidents according to the following severity level criteria:
6.2.1. Level 1 Critical Business Impact. Customer’s use of the Licensed Software has stopped or so severely limited that the Customer cannot reasonably continue work related to the Licensed Software and no workaround is available. Response time: 4 business hours.
6.2.2. Level 2 Substantial Business Impact. Important Licensed Software features are unavailable with no workaround available. The Customer can continue to use the Licensed Software, however a significant impact on the productivity exists. Response time 6 business hours.
6.2.3. Level 3 Limited Business Impact. Important Licensed Software features are unavailable, but a workaround exist. Or less important features are not available without workaround. The Customer impact is a loss of operational functionality only. Response time 2 business days.
6.2.4. Level 4: Very limited or no Business Impact Information on the Licensed Software is needed but there is limited impact on the operation of the Licensed Software. No direct business impact. Response time 4 business days.
6.3. The reaction times of ONE LOGIC set out in section 6.2 above shall apply upon receipt of a sufficiently specific error description, including malfunction, affected product components, and yet undertaken steps. Reaction time shall mean the period, within which ONE LOGIC commences its work. Outside the times of support availability agreed in Annex 1 to this Agreement the reaction time shall be suspended.

7. Cooperation and Duties of the Parties
7.1. The parties agree that they shall cooperate with each other closely and efficiently, whereby the personnel, organizational, expert and technical responsibility of Customer shall also be important, in particular
7.1.1. to supply proper notes, documentation and information necessary for the provision of the services, in particular concerning available facilities, equipment, computer programs and parts of computer programs, which are intended to function with the services to be provided;
7.1.2. to make available the necessary working offices and materials;
7.1.3. to make available test plans and test data as well as to prepare and make available the test environment;
7.1.4. to document and inform ONE LOGIC without delay of errors determined in the course of the test or production running of the services provided in a form that can be reproduced, in any event which is comprehensible;
7.1.5. to make available at its own cost all facilities, equipment and suitably qualified personnel for the cooperation, to the extent necessary for the provision of the services; and
7.1.6. to fulfil the (cooperation) obligations on time, to carry out the (cooperation) activities on time and to give declarations in accordance with the time limits.
7.2. Customer shall nominate at least one employee employed at the installation location of the Licensed Software to ONE LOGIC as its contact partner. Customer undertakes to notify to ONE LOGIC any changes to the contact partners without undue delay. The contact partner must have experience in the use of the Licensed Software. Only the contact partner is entitled to register errors with ONE LOGIC.
7.3. Customer shall carry out an analysis of the system environment as far as possible before registering an error, in order to ensure that the error is not caused by system components which are not the subject of this Agreement.
7.4. Customer undertakes to install the updates, or other measures to correct the error, provided by ONE LOGIC without undue delay.
7.5. Customer undertakes to maintain a continuing system management of the system environment in which the Licensed Software runs and to continue the support and maintenance of Customer’s system environment (hardware and software).
7.6. It is Customer’s obligation to regularly backup its data with the due care of a prudent businessman. Customer shall, in particular prior to any installation and/or access by ONE LOGIC or third parties mandated by ONE LOGIC to its system, take a complete data security backup of all system and application data. The data backup is to be stored in such a way that the recovery of the secured data is possible at any time.
7.7. Customer shall ensure that ONE LOGIC is given the right to use the systems of third parties, to the extent that this is necessary in order to provide the services owed hereunder.
7.8. If Customer fails to perform the activities for which it is responsible, then the obligations of ONE LOGIC which cannot be rendered without such activity or only by incurring disproportionate additional expenses, shall be suspended for the duration of such default. Additional expenses caused thereby shall be reimbursed by Customer to ONE LOGIC in addition to the agreed fees on the basis of the then current rates per man working day/hourly rates. This shall not affect any legal rights of ONE LOGIC to terminate this Agreement.

8. Rights to the Work Results
8.1. Regarding the maintenance and support of the Licensed Software, ONE LOGIC grants to Customer the right to use the working results of the contractual maintenance and support services as part of the Agreement.
8.2. ONE LOGIC shall be entitled to dispose freely regarding ideas, procedures, conceptions and other techniques that arise in execution of the contractual maintenance and that result in working results pursuant to Section 8.1 above. The same applies for Know-how and experience that is gained during the execution of the contractual maintenance services and the use of its results.

9. Fees
9.1. The fees owed by Customer to ONE LOGIC for the services hereunder are set forth in the Offer. The fees are due on a monthly basis. If the Agreement is not concluded at the first day of a calendar month and not otherwise agreed in the Offer, the fees amount for the first month of the Agreement pro rata pursuant to the remaining days of the calendar month and beginning the date set forth in the Offer. If not otherwise agreed in the Offer the fees are due for payment for each month at the third working day of each month in advance. In the first month of the Agreement the fees are due upon the date set forth in the Offer. All prices are given in Euro.
9.2. The fees automatically increase at the same amount/percentage that the German inflation rate increases pursuant to the yearly publication of the German Federal Statistical Office. This applies for the fees being owed for the month that follows the month of the publication of the German inflation rate.
9.3. Except of Section 9.2 of this Agreement ONE LOGIC furthermore is entitled to change the fees following written notification giving six weeks’ notice to the end of any contractual year. Each such change may increase fees by not more than five percent over the preceding twelve month period. To the extent there is an increase of the fees by more than five percent of the fees for the preceding twelve month period, Customer may give six weeks’ written notice to terminate the Agreement as of the effective date of the increase.
9.4. Services outside the agreed extent of Customer Support or subject matter of this Agreement shall be paid for by Customer separately. ONE LOGIC’s then applicable rates shall apply for this purpose.
9.5. ONE LOGIC will invoice the fees to Customer in accordance with the payment schedule set forth in the Offer. Invoices are payable without deduction within 14 days of the date of the invoice. If Customer is in default of payment, the outstanding amount shall bear interest at the rate of eight percent over the then current basic rate of interest. This shall not affect any more extensive rights.
9.6. All amounts stated in the Offer are excluding any applicable Value Added Tax, unless explicitly stated otherwise. The current rate of statutory Value Added Tax shall be invoiced and paid in addition to all fees by Customer. ONE LOGIC will state the rate and amount of Value Added Tax separately on the invoice.

10. Remedy in case of Defects of Updates, Upgrades and other Improvements
10.1. Under this Agreement to the extent updates, upgrades, other improvements or other purchased items are delivered to Customer or work is performed for Customer, the rights in case of defects in respect of the new features implemented therein, which do not merely remove errors, is set forth in the following sections 10.2 to 10.14.
10.2. The Licensed Software, its functions, updates, upgrades and other improvements provided by ONE LOGIC shall be substantially in accordance and usable with the actually released documentation and the actually released system environment during the term agreed in the Offer and this Agreement.
10.3. Rights in case of defects of the Licensed Software, updates, upgrades or other improvements shall be excluded in the case of minor or immaterial deviations from the agreed or assumed characteristics nor in the case of just slight impairment of use. Product descriptions shall not be deemed guaranteed unless separately agreed in writing. In respect of updates, upgrades and other improvements, Customer’s rights in case of defects shall be limited to the new features of the update, upgrade or new version compared to the previous version release.
10.4. Rights in case of defects of the Licensed Software, updates, upgrades or other improvements shall be excluded in the case of defects that are based on (i) the usage of the Licensed Software in a hard- and/or software environment that does not comply with the requirements in the Offer or (ii) amendments or modifications of the Licensed Software done by Customer without having the right to amend or modify the Licensed Software by law, this Agreement or other prior written approval by ONE LOGIC.
10.5. ONE LOGIC does not warrant for defects, disruptions or losses arising of (i) improper treatment of the Licensed Software, updates, upgrades or other improvements of Customer, (ii) defects of the system environment of Customer.
10.6. Customer shall inspect the delivered Licensed Software, updates, upgrades and other improvements without delay for any transport damage and other apparent defects preserve the appropriate evidence and assign any claims for recourse to ONE LOGIC while handing over the documents. Otherwise rights in case of defects of the Licensed Software, updates, upgrades and other improvements shall be excluded.
10.7. Defects must be notified without undue delay in writing with a comprehensible description of the error symptoms, as far as possible evidenced by written recordings, hard copies or other documents demonstrating the defects. The notification of the defect should enable the reproduction of the error. This shall not affect the statutory obligation of Customer to inspect and notify defects. Customer shall take all reasonable efforts to search and correct the defects. In case ONE LOGIC finds out that it is not liable for the supposed defect of the Licensed Software, updates, upgrades or other improvements because the defect bases on type errors, on improper usage of the Licensed Software, updates, upgrades or other improvements or on the used hardware, ONE LOGIC is entitled to demand a reasonable amount of money from Customer that covers the time and expenses of personnel and data processor that was necessary to check the supposed defect.
10.8. If Customer demands replacement performance because of a defect during the term of this agreement, ONE LOGIC has the right to choose between the improvement (Nachbesserung), replacement delivery (Ersatzlieferung) or replacement of services (Ersatzleistung). The remedying of the defect may also take place through the delivery or installation of a new program version or a work-around. If the defect is not cured within a first time limit and Customer has set ONE LOGIC a reasonable second time limit without success or if a reasonable number of attempts to remedy, replacement deliveries or replacement services are unsuccessful, then Customer may, subject to the statutory prerequisites, at its option withdraw from this Agreement or reduce the price and claim damages or reimbursement of costs. If the defect does not or not substantially impair the functionality, then ONE LOGIC is entitled, to the exclusion of further rights in case of defects, to remedy the defect by delivering a new version or an update as part of its version, update and upgrade planning.
10.9. Customer’s rights in case of defects subject to the provisions of section 11 below are limited to 12 months and the period shall begin (i) on the date of delivery of the first copies of the Licensed Software, updates, upgrades or other improvements or (ii) in case of Licensed Software, updates, upgrades or other improvements that can be downloaded from the internet by notification and clearing of the login credentials for the download area. Customer is not entitled to updates regarding defects of the updates, upgrades or other improvements after termination of the aforementioned period.
10.10. ONE LOGIC may refuse to remedy defects or deliver replacements, until Customer has paid the agreed fees to ONE LOGIC, less an amount which corresponds to the economic value of the defect.
10.11. If third parties are entitled to rights to the Licensed Software, updates, upgrades or other improvements and they pursue these, then ONE LOGIC shall do everything in its power, in order to defend the Licensed Software, updates, upgrades or other improvements at its own expense against the third party rights claimed. Customer shall inform ONE LOGIC in writing without delay of the claiming of such rights by third parties and shall give ONE LOGIC all powers of attorney and authorizations which are necessary in order to defend the Licensed Software against the third party rights claimed.
10.12. To the extent that there are defects in title, ONE LOGIC is entitled at its option to either (i) take legitimate measures to remove the third party rights, which impair the contractual use of the Licensed Software, updates, upgrades or other improvements or (ii) remedy the enforcement of such claims, or (iii) change or replace the Licensed Software, updates, upgrades or other improvements in such a manner, that it no longer infringes the rights of third parties, provided and to the extent that this does not substantially impair the warranted functionality of the Licensed Software, updates, upgrades or other improvements.
10.13. If a release pursuant to Section 10.12 is not possible within a reasonable time limit, then Customer may, subject to the statutory prerequisites, at its option terminate this Agreement or reduce the price and claim damages.

11. Liability, Damages
11.1. ONE LOGIC shall be liable under the terms of this Agreement only in accordance with the provisions set out under Sections 11.1.1 to 11.1.5 of this Agreement:
11.1.1. ONE LOGIC shall be unrestrictedly liable for losses caused intentionally or with gross negligence by ONE LOGIC, its legal representatives or senior executives and for losses caused intentionally by other assistants in performance.
11.1.2. ONE LOGIC shall be unrestricted liable for death, personal injury or damage to health caused by the intent or negligence of ONE LOGIC, its legal representatives or assistants in performance.
11.1.3. ONE LOGIC shall be liable for losses arising from the lack of any warranted characteristics up to the amount which is covered by the purpose of the warranty and which was foreseeable for ONE LOGIC at the time the warranty was given.
11.1.4. ONE LOGIC shall be liable in accordance with the German Product Liability Act in the event of product liability.
11.1.5. ONE LOGIC shall be liable for losses caused by the breach of its primary obligations (Kardinalpflichten) by ONE LOGIC, its legal representatives or assistants in performance. Primary obligations are such basic duties which form the essence of the Agreement, which were decisive for the conclusion of the Agreement and on the performance of which Customer may rely. If ONE LOGIC breaches its primary obligations through simple negligence, then its ensuing liability shall be limited to the amount which was foreseeable by ONE LOGIC at the time the respective service was performed.
11.2. ONE LOGIC shall be liable for loss of data only up to the amount of typical recovery costs which would have arisen had proper and regular data backup measures been taken.
11.3. Customer is solely responsible for (i) the checking of the results that are generated by the usage of the Licensed Software, (ii) the checking of data that he uses within the Licensed Software. Customer indemnifies ONE LOGIC of all claims for damages that are connected to the usage of the Licensed Software or the results generated thereof by Customer.
11.4. Any more extensive liability of ONE LOGIC is excluded on the merits. ONE LOGIC shall especially not be liable for initial defects (anfängliche Mängel) as far as Sections 11.1.1 to 11.1.5 above are not fulfilled.

12. Security Measures
Customer shall protect Licensed Software as well as the login credentials from unauthorized access through third parties by providing appropriate security measures. Especially all copies of the Licensed Software as well as the login credentials shall be stored in a safe place.

13. Confidentiality
ONE LOGIC and Customer undertake to assure the protection and preservation of proprietary and/or confidential information (in the following “Confidential Information“) which shall be disclosed or made available between the contractual parties in the framework of this Agreement.
13.1. Subject to the limitations set forth in section 13.4 below, all information disclosed between the parties shall be confidentially handled. Confidential Information, irrespective of its form and medium in which it is contained, within the meaning of the Agreement shall be regarded in particular: any data, especially of the business, employers and customers of the parties, products, manufacturing processes, know-how, business secrets, business relationships, business strategies, business plans, financial planning, personnel matters.
13.2. The parties undertake and represent to each other:
13.2.1. to handle Confidential Information confidentially and with due care;
13.2.2. to use Confidential Information only for the contractually provided purpose; and
13.2.3. to reproduce Confidential Information only to the extent necessary and to pursue the purposes set forth in this Agreement, with all such reproductions being considered also as Confidential Information.
13.3. As Confidential Information within the meaning of Section 13.2 of this Agreement shall not be regarded such information of which the concerned party having received the information in question can demonstrate:
13.3.1. is generally known to the public at the time of disclosure or becomes generally known through no wrongful act on the part of the concerned party;
13.3.2. becomes known to the concerned party through a disclosure by sources other than the other party or of one of its affiliates having no duty of confidentiality to the other party, whether direct or indirect, with all respect to such information and having the legal right to disclose such information;
13.3.3. that the Confidential Information has been independently gained and without infringing of a duty of confidentiality.
13.4. Each contractual party may disclose Confidential Information if said party is required to such disclosure according to applicable laws or governmental regulations, provided that the party has submitted prior written notice of such disclosure to the other party and takes reasonable and lawful actions to avoid and/or minimize the extent of the disclosure.
13.5. Each party shall make available the Confidential Information to its employees or consultants only to the extent that this complies with the contractual purpose of this Agreement.
13.6. Customer undertakes to especially keep confidential information regarding the performance, design, functionality or features of the Licensed Software.

14. Duration and Termination
14.1. The Agreement shall be concluded for an indefinite period. It can be terminated by each party at the end of a quarter of the calendar year within a period of six weeks, at the earliest at the end of the quarter one year after conclusion of the Agreement.
14.2. The right to terminate the Agreement for good cause remains unaffected. A good cause that entitles ONE LOGIC especially to terminate the Agreement exists in the case that Customer infringes the granted rights of use of ONE LOGIC by using the Licensed Software beyond the provisions of this Agreement and the Offer and does not remedy the infringement within a reasonable time after a warning notice of ONE LOGIC.
14.3. The termination of the Agreement shall be in written form.
14.4. In the case of termination of the Agreement Customer shall cease the use of the Licensed Software, remove all of the installed copies of the Licensed Software from its data processors as well as if applicable at ONE LOGIC’s discretion to delete made copies of the Licensed Software for security backup purposes or to hand them over to ONE LOGIC.

15. Order of Precedence
In case of conflict the following documents shall apply in descending order:
(a) our Offer;
(b) an NDA or other confidentiality agreement, concluded between the Customer and us (if any)
(c) these Maintenance T&C;
(d) the statutory provisions of German law.

16. Final provisions
16.1. These Maintenance T&C and the applicable Offer including its annexes sets forth the entire Agreement and understanding between the parties and merges all prior oral and written Agreements, discussions and understandings between the parties with respect to the subject matter thereof, and neither of the parties shall be bound by any conditions, inducements or representations other than as expressly provided for in the Agreement. Amendments or additions to the Agreement must be made in writing to be effective. This shall also apply to amendments of this written form requirement.
16.2. Customer shall be entitled to transfer rights and obligations out of or in connection with the Agreement to third parties only after prior written consent of ONE LOGIC.
16.3. Customer shall be entitled to offset only insofar as Customer’s counterclaim is acknowledged, undisputed or assessed in a legally binding judgement. Customer is entitled to exercise retention rights only to the extent such rights are based on the same contractual relationship.
16.4. The Agreement shall be governed by the laws of the Federal Republic of Germany except for the UN Sales Convention (United Nations Convention on Contracts for the International Sale of Goods dated 11.4.1980).
16.5. Exclusive place of performance and exclusive place of jurisdiction over all disputes under and in connection with the Agreement is the place of ONE LOGIC’s registered office, provided that Customer is a merchant within the meaning of the German Commercial Code or if upon the commencement of legal proceedings, Customer has no place of business or ordinary residence in the Federal Republic of Germany.
16.6. In the event that one or more provisions of the Agreement (in particular these Maintenance T&C and our Offer) is or become partly or entirely invalid or unenforceable, the validity and enforceability of the remaining provisions shall not be affected thereby. In such case, the parties shall be obliged to replace the partly or entirely invalid or unenforceable provision with a valid and enforceable provision, which the Parties would have agreed on had they been aware of the invalidity or unenforceability of the respective provision. The same shall apply in the event that this Agreement contains any unintended gaps (unbeabsichtigte Vertragslücken). It is the express intention of the Parties that Section 139 German Civil Code (BGB) shall not apply in its entirety.
16.7. Any terms and conditions of the Customer are excluded, even in case one of the Parties makes express reference to it.

Version May 2019.