General Terms and Conditions

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1. Definitions

1.1. The “Purchaser” refers to the company or person which or who has agreed an
order pursuant to this agreement by signing an order form that makes reference to the present general terms
and conditions, or has approved this Agreement by other legally binding means, including selecting the checkbox
on a registration page.
1.2. The “Purchaser’s data” refers to all material, data, and information, which the Purchaser or their specified
users make available to Servicetrace while using the service.
1.3. “Servicetrace” refers to Servicetrace GmbH of Erika-Mann-Straße 31-37, Kontorhaus 80636 München, Germany, and its
1.4. “Service documentation”: Service descriptions, work specifications, and other mutually agreed documents
which describe services, software or deliverables.
1.5. “Software”: Any software, library (program library), utility, tool or other computer or program code in object
(binary) or source code form, as well as any related documentation, which Servicetrace provides to the Purchaser.
Software comprises the software, which (1) is supplied by Servicetrace and installed on the Purchaser’s hardware
or equipment on-site or (2) which is made available by Servicetrace and is accessed by the Purchaser via the
internet or another remote solution (e.g. website, portals or other cloud computing solutions).
1.6. “Affiliate” refers to any legal entity, which is affiliated to another company within the meaning of Article 15 of
the German Stock Corporation Act (AktG).
1.7. The “Agreement” refers to the present general terms and conditions and to all order forms making reference
to these general terms and conditions, as well as any other annexes, technical specifications, attachments or
additions to the aforementioned general terms and conditions and order forms, which are either annexed or
incorporated by reference.
1.8. In relation to the Purchaser, “Confidential information” refers to the Purchaser’s data. In relation to
Servicetrace, it refers to the following: (a) the service, including and without limitation all (i) computer software
(both object and source code) and related service documentation or specifications; (ii) technologies/techniques,
concepts, methods, processes, and designs, which are incorporated in or associated with the service, and (iii) all
application programming interfaces, and all system infrastructure, system security, and system architecture
designs, which are associated with the service; (b) information on Servicetrace research and development,
product offerings, pricing, and availability, and (c) all information on or relating to a third party, which was made
available to Servicetrace subject to a valid obligation to that third party to maintain confidentiality.

2. Introduction

2.1. These general terms and conditions are applicable to all products, software,
and/or services, which are purchased by or on behalf of the Purchaser directly from Servicetrace solely for
the Purchaser’s or Purchaser’s Affiliates’ own internal use. These general terms and conditions in conjunction
with Servicetrace’s order documents and service documentation form the sole legal basis for the business
relationship between the Purchaser and Servicetrace for the purchase of products, software, and services
(the “Agreement”) unless expressly agreed otherwise in writing. Differing terms and conditions of the Purchaser
are not applicable. In the event of conflict, the following order of precedence applies: (1) individually negotiated
agreement (if any); (2)order documents; (3) service documentation, and (4) these general terms and conditions.
2.2. For products, software, and services, which are purchased by the Purchasers to resell, the conditions outlined
in the partner agreement shall apply.
2.3. An Affiliate of the Purchaser may, at its election, be a user of the Software licensed by the Purchaser
hereunder, and the Purchaser shall be responsible for ensuring that such Affiliate complies with the terms of this
Agreement. Alternatively, an Affiliate may purchase one or more of its own Software licenses upon the execution
of an order to this Agreement by such Affiliate and Servicetrace. The order shall reference this Agreement as an
integral part thereof. Upon execution by an Affiliate and Servicetrace of the order, such Affiliate will be deemed a
Purchaser hereunder, and shall be solely and individually liable for its performance under this Agreement and its
compliance with the terms and conditions of the license granted.

3. Use rights for software

3.1. Servicetrace grants the Purchaser a non-exclusive, non-transferable right to use the software for a limited or
unlimited period of time (in accordance with the license & maintenance certificate assigned). During the
contract period, the Purchaser is granted the right to use the object code form of the software and
documentation (the “Software”) described in the accompanying License and Maintenance Certificate at the site
described therein (the “Site”), and for the designated purchasers, solely for their own purposes and for the
purposes of the designated purchasers. As the owner of all copyrights and protective rights, including
intellectual property rights, Servicetrace GmbH retains all rights of use not expressly stipulated in these general
terms and conditions.
3.2. The Purchaser may use the Software or parts thereof at other sites, provided that they notify Servicetrace of
the intended use in writing in advance. The parties acknowledge that use may be outside the territory of the
European Union.
3.3. The Purchaser may acquire additional software for use at the same Site or other sites by obtaining a further
legally valid License and Maintenance Certificate from Servicetrace. The Purchaser shall notify Servicetrace of any
changes to the licensing assessment basis (software, number of licenses) immediately in writing.
3.4. Except as otherwise set forth herein, the Purchaser shall not pass on the Software to third parties without the
prior written permission of Servicetrace. Servicetrace shall grant permission if the Purchaser provides a written
assurance prior to transfer that they shall permanently discontinue using the Software and retain no copies,
and if the third party provides a written undertaking to Servicetrace that they agree to comply with the contractual
terms of use and transfer. The third party shall assume all rights and obligations of the existing agreement with
the Purchaser. Servicetrace shall provide the Software to the third party on the original media.
3.5. The Purchaser is not permitted to (a) disassemble, decompile or reverse engineer the Software except as
expressly allowed by law (Sections 69d paragraph 3, 69e German Copyright Act (UrhG); (b) modify or adapt the
Software or create derivative works from it; (c) copy the Software in whole or in part unless expressly permitted to
do so in a separate agreement or unless Servicetrace has otherwise granted prior consent in writing; (d) lease,
sublicense or distribute the Software, and (e) publish the results of benchmark tests relating to the Software.
3.6. The Purchaser agrees that the Software, both as a whole and in part, as well as all copies and works derived
from it, shall remain the exclusive property of Servicetrace and its licensors. The right to use the Software remains
with Servicetrace until payment of fees has been made in full.
3.7. The Purchaser may not remove or modify in any way copyright, trademark or other proprietary notices
associated with Servicetrace or Servicetrace licensors that appear on the Software supplied to the Purchaser.
3.8. In the event of infringement of copyrights or protective rights by a third party, the Purchaser shall make
every reasonable effort to assist Servicetrace in exercising their rights either in or out of court.
3.9. Servicetrace indemnifies the Purchaser, contractor, subcontractor and purchasers, as well as their respective
successors and assignees (the “Protected parties”), from claims asserted by third parties for breach of protective
rights resulting from the use, manufacture, sale or sublicensing of Servicetrace’s products/results unless the
demands are based on the behavior of the Protected parties. The Protected parties shall not recognize the
claims of third parties. The Purchaser authorizes Servicetrace to conduct the dispute with the third party on its
own. The Protected parties must inform Servicetrace without delay in writing and comprehensively of any
assertions of claims made by third parties.

4. Services, support, and security

4.1. Servicetrace provides support services for the Software and service in accordance with the assignment and
definition of the License and Maintenance Certificate.
4.2. When delivering services, Servicetrace deploys security technologies to an extent which is commercially
viable (e.g. encryption, password protection, and firewalls) and the Purchaser undertakes to observe the relevant
Servicetrace security guidelines and procedures, which are communicated to them as part of the service or in
any other way. Servicetrace emphasizes, however, that Servicetrace does not check the transmission of data
(including, but not limited to the Purchaser’s data) via telecommunications facilities, including the internet.
Servicetrace provides no warranty for the secure operation of the service or that the respective security
technologies prevent any disruption of the service by third parties.

5. Responsibilities and duties of the Purchaser

5.1. The Purchaser grants Servicetrace the non-exclusive right to use the Purchaser’s data solely for the purpose
of delivering the service, insofar as this is necessary.
5.2. The Purchaser is responsible for entering the Purchaser’s data into the service, as well as for maintaining the
data which they have provided. The Purchaser hereby represents and warrants to Servicetrace that the
Purchaser’s data is free of viruses, Trojans, and other comparable elements that may damage systems or
software used by Servicetrace or its subcontractors to deliver the service. The Purchaser affirms that they have
collected and will maintain and manage all of the Purchaser’s data in compliance with all applicable data
protection laws, regulations, and provisions.
5.3. The Purchaser must change all passwords used to access the service on a regular basis. If the Purchaser is
aware that an unauthorized third party has gained access to a password, the Purchaser must inform Servicetrace
of this without delay and change the password immediately.
5.4. The Purchaser is responsible for the connection of the service, including the internet connection, as well as
for the proper operation of their own IT infrastructure, consisting of (a) hardware, (b) network, (c) operating
systems, and (d) databases.

6. Ordering/provision of software

6.1. The Purchaser shall order copies of the products in writing.
6.2. Servicetrace shall send a copy of the Software to the Site at the start of the license period. The license and risk
shall pass to the Purchaser upon delivery to their premises.
6.3. The Purchaser acknowledges that they are responsible for installing the Software. No formal handover shall
take place.
6.4. Licensing does not include the provision of services, third-party software or hardware unless stipulated in
other agreements or in the License and Maintenance Certificate.

7. Provision of services

7.1. The Purchaser shall order services in writing.
7.2. Servicetrace provides the Purchaser with services and/or software in accordance with the service
documentation. Servicetrace can offer the Purchaser an extension of the service and software license, e.g. by
sending an invoice to the Purchaser or, subject to prior written notification, by continuing to perform the service
or provide the Software to the Purchaser. The Purchaser is deemed to have consented to such an extension of
the service and the software license when the invoice is paid by the due date or by continuing to use the service
or Software.
7.3. Servicetrace can terminate or suspend the execution of services or the Purchaser’s or any user’s access to the
Software delivered by Servicetrace in the context of the provision of services if (1) this is prescribed by law or (2) is
demanded by a court ruling which is binding for Servicetrace or (3) if Servicetrace has reasonable grounds to
believe that the Purchaser (or the Purchaser’s user) is using the Software for illegal and/or immoral purposes.
7.4. It may be necessary for Servicetrace to carry out scheduled or unscheduled repair or maintenance work or
remote troubleshooting or to enhance the Software which is provided by Servicetrace in order to perform
services, and which is installed on the Purchaser’s computer system(s) (“Maintenance”). This may result in a
temporary reduction in the quality of the service or in a partial or complete failure of the Software.
7.5. The Purchaser acknowledges that the systems which are used to access and interact with the Software
provided by Servicetrace in order to perform services or which are used to transmit information (including
telephone, computer networks, and the internet) are not available continuously and without limitation and may
occasionally disrupt or prevent access to the Software or the use or operation of the Software. Servicetrace is not
liable for any such disruption or prevention of access to the Software, use of the Software, or for the reduced
functionality of the Software.

8. Fees, pricing, and payment terms

8.1. The right of use or receipt of services requires payment to be made to Servicetrace for all invoiced amounts
for the Software and/or services. All payments must be paid to Servicetrace by the Purchaser without deduction
no later than fourteen (14) days from receipt of the invoice. Monthly payments shall be made by the 14th day of
the month of use.
8.2. Should payment by the Purchaser be more than thirty (30) days overdue, Servicetrace shall issue a written
reminder and will then be permitted to demand interest on arrears from the due date at the rate of 1.5% per
month or the highest rate allowed under the law, whichever is lower.
8.3. The applicable statutory sales tax (VAT) and any import taxes shall be added to all fees.

9. Warranty

9.1. Servicetrace warrants for a period of six (6) months following delivery to the Purchaser that (a) the Software
will perform substantially in accordance with the relevant documentation and (b) the media upon which the
Software is delivered and the user manuals are free from defects in materials and workmanship.
9.2. In the event of critical operating errors (see license & maintenance agreement), the Purchaser shall receive
either a full or partial refund of the amount paid for the Software based on the extent of the errors, or a
free-ofcharge replacement for the faulty item, the choice being at the discretion of Servicetrace, provided that the
Software is returned to Servicetrace within six (6) months of delivery. If, based on the above provision, no item
free from defects is supplied by Servicetrace without undue delay upon return of the faulty item, the Purchaser
shall be entitled to a price reduction or to withdraw from the purchase. Servicetrace shall assume no further
9.3. The Purchaser must immediately report any faults or defects in the Software in writing and assist with
identifying errors by undertaking suitable measures and submitting appropriate documentation to Servicetrace.
9.4. The Purchaser accepts that Servicetrace provides no warranty that the software is fit for resale or fit for a
particular purpose. This shall not affect liability for any features that Servicetrace may have promised to include.
Liability for consequential damages or business losses is expressly excluded unless such liability has been
expressly warranted or is based on statutory law.
9.5. In any case, liability on the part of Servicetrace is limited to €1.5 million for damage to persons, €500,000 for
material damage; Servicetrace shall not be liable for any unforeseeable, non-typical damages.
9.6. The warranty obligation lapses if the Software is modified without Servicetrace’s prior written permission.

10. Confidentiality and data protection

10.1. Trade and company secrets, including the provisions of mutual agreements and their terms, may only be
shared with third parties if disclosure to those persons has been authorized by the other party to the agreement.
10.2. This non-disclosure obligation does not apply to information and documents that it can be demonstrated (a)
are common knowledge without responsibility on the part of the relevant party to the agreement; (b) were
already known to the relevant party to the agreement, (c) were made known to the relevant party to the
agreement by a third party without any cooperation from the former; (d) must be communicated in the course
of court or administrative proceedings.
10.3. The confidentiality obligations expire five (5) years after the business relationship has ended.

11. Liability

11.1. Liability on the part of Servicetrace for damages arising from the use of the Software or the provision of
services shall be limited to the total amount of license fees for the Software that was licensed or to the
corresponding sum insured (€500,000) by Servicetrace, whichever is lower.
11.2. Each party shall be liable for damages caused as a result of culpable infringement of a fundamental
contractual obligation that endangers the achievement of the purpose of the agreement. Liability pursuant to
this provision shall be limited to damage that is typical for the agreement, and that each party to the agreement
ought reasonably to have foreseen on concluding the agreement.
11.3. Servicetrace shall not be liable for lack of commercial success, loss of profits, indirect or consequential
damages, or claims by third parties of any kind, except for such damages that cannot be limited due to statutory
11.4. Servicetrace shall not be liable for loss of data or for the costs of recovery if such a loss could have been
avoided by making appropriate arrangements to backup data.
11.5. The foregoing limitations of liability shall also apply to the employees, freelance workers, trainees,
representatives, agents, and subcontractors of the parties to the agreement.
11.6. The above limitations of liability shall not apply to damages caused by gross negligence or intent, nor shall
Servicetrace be liable for the absence of any promised features or claims based on German product liability law
(ProdHaftG). Liability for ordinary negligence shall exist only with respect to the infringement of fundamental
contractual obligations.
11.7. The Purchaser agrees to exempt Servicetrace from third-party claims associated with software use which
does not conform to the agreement or is illegal.
11.8. No further liability shall be assumed by Servicetrace.

12. Term, termination, and cancellation

12.1. The term of this Agreement shall commence on the Effective Date and continue until terminated by either
Party. Notwithstanding, the right to use the software service as conferred by this agreement will begin on
delivery of the Software or with the agreed commissioning of the service and will continue until the agreed term
expires or the order is terminated. If one of the parties to the agreement infringes a fundamental contractual
obligation and does not cease this infringement within thirty (30) days of receiving a written communication
describing said infringement, the other party to the agreement is entitled to terminate this agreement in writing
without further notice.
12.2. Without prejudice to the above provisions, non-payment of license fees, insolvency, settlement deals,
liquidation or other dispositions in favor of creditors on the part of either party to the agreement constitute a
material breach of contract if the proceedings are not discontinued within thirty (30) days of initiation.
12.3. On termination, all licenses and rights granted on the basis of the agreement will be terminated. The
Purchaser must return or destroy the original Software, as well as all backup copies and all documentation that
have been received from Servicetrace or that have been made, within ten (10) business days of termination and
provide appropriate written confirmation to Servicetrace.
12.4. The validity of licenses granted shall remain unaffected by the termination of maintenance and support
services by one of the parties. These licenses remain valid in their entirety unless terminated

13. Export Regulations

13.1 The Servicetrace Software is exported from Germany in accordance with the Export Administration Regulations of the European Union (Regulation of the EU commision (EG) No. 428/2009). As such, in accordance with U.S. law and restrictions outlined by the U.S. department of commerce. (see also ). In any case the Servicetrace commodities, technology or software may not be exported or re-exported to countries which are listed as Class E countries defined as “Terrorist Supporting countries” and countries under a US unilateral embargo conditions. These are as of March 2021: Cuba, Iran, North Korea, Syria, Sudan
13.2 Diversion contrary to U.S. law is prohibited. Both Parties agrees to comply fully with all relevant current and future export laws and regulations of any country (“Export Laws”) including, without limitation, to ensure that neither the Programs, whether alone or as part of the Services, nor any direct product thereof are (i) exported, directly or indirectly, in violation of Export Laws; or (ii) intended to be used for any purposes prohibited by the Export Laws, including, without limitation, nuclear, chemical or biological weapons proliferation. Either Party is solely responsible for fulfilling any applicable governmental requirements in connection with its use, disclosure and/or transport of the Programs either alone or as part of the Services.

14. General provisions

14.1. This Agreement, including the rights and obligations arising from this agreement may not be transferred either in whole or in part by one of the parties without the prior written consent of the other party, which consent shall not be unreasonably withheld or delayed. may, however, transfer this agreement either in whole or in part to a Affiliate at any time upon written notice to the other party.
14.2. Communications of all types that are necessary or admissible pursuant to this agreement shall be deemed to have been made if they are sent to the address of the other party to the agreement, or to another address specified in writing by the party, namely (a) on the day of delivery in the case of a handover in person; (b) on the day of transmission if communications are sent by electronic transmission; (c) two days after mailing if communications are sent by letter post.
14.3. The use, export or re-export of software and related materials is subject to the export control restrictions of the Federal Republic of Germany and of the United States of America.
14.4. The Purchaser acknowledges and agrees that this agreement may favor specific Servicetrace licensors if and insofar as these are defined in the License and Maintenance Certificate. These general terms and conditions are governed by the laws of the Federal Republic of Germany. Provided that this is not precluded, the courts in the place where Servicetrace is headquartered shall have jurisdiction for disputes arising from this agreement.
Application of the United Nations Convention on Contracts for the International Sale of Goods (CISG) is expressly excluded