1 Scope of application

1.1 These General Terms and Conditions apply to all – including but not limited to future – services of STP Informationstechnologie GmbH, Brauerstrasse 12, 76135 Karlsruhe (“STP”), which STP renders on behalf of the customer.

1.2 All services of STP and pre-contractual obligations between STP and the customer shall be exclusively governed by these General Terms and Conditions, the respective framework agreement including its annexes as well as the respective individual contracts unless the contracting parties agree otherwise in writing. Other contract terms shall not become part of the contract even if STP does not expressly object to them in each case. This applies in particular to the customer’s procurement terms and conditions.

1.3 With regard to the various contract documents (cf. section 1.2), the following order of precedence applies:

  • individual contract including its annexes;
  • framework agreement including its annexes;
  • the relevant General Terms and Conditions.

1.4 Insofar as STP procures services of a third party for the customer according to the contractual provisions, the general terms and conditions of the third party shall apply in addition with regard to these services, provided that the customer was reasonably able to obtain knowledge thereof before conclusion of the contract.

Brauerstrasse 12
76135 Karlsruhe
Germany

2 Definitions

General Terms and Conditions
These General Terms and Conditions of STP

User request
A request made by a customer’s users related to licence software functionality and configuration options unknown to the user

User support
Processing of incoming enquiries from the customer’s users classified as user requests

Operating services
Services rendered by STP after go-live of the licence software.
Operating services include but are not limited to support services for use of the licence software (bug and incident management) and services for maintaining usability as well as interim and main releases of the licence software.

Legal professionals
Professionals employed by the customer: lawyers, notaries public, patent attorneys, tax advisors or certified public accountants under German law; as well as professionals under the Act on the Activities of European Lawyers in Germany (EuRAG); as well as barristers and/or solicitors under the law of the United Kingdom of Great Britain; as well as attorneys at law and/or lawyers under the law of the United States of America.

Coaching / Go-Live Assistance
Instruction of the customer’s users at their respective workplace.

Documentation
User manual and installation instructions for the licence software.

Go-live
Start of the operational use of the licence software.

Go-live services
Services for commissioning the licence software. Go-live services, including but not limited to services for migration, installation and configuration.

Incident
All licence software impairments and issues arising during the operation of the licence software, irrespective of their cause. Planned maintenance work does not constitute an incident.

Insolvency administrator
Insolvency administrator, custodian or trustee working for the customer who has been appointed by a German insolvency court to conduct insolvency proceedings.

Configuration
Adaptation of the licence software to the requirements of the IT infrastructure and the users by selecting suitable software components and selectable presettings of the operating parameters.

Service
All services of STP under a framework agreement and the corresponding individual contracts.

Licence software
STP’s standard software products as well as function-extending modules and plug-ins for STP’s standard software products and the respective documentation as well as all updates and – to the extent agreed upon in the framework agreement including annexes as well as the respective individual contracts – upgrades to these standard software products which STP markets and distributes and which are the subject of a framework agreement including annexes as well as the respective individual contracts with the customer.

Migration
Transfer of the customer’s legacy data from the customer’s current system to the licence software. The scope of a migration is described in the respective framework agreement including annexes and the corresponding individual contracts.

Named-user licence
Such a licence is assigned to a specific or named user. The user can use the licence software from any end device on which the corresponding licence software is installed. Every employee of the customer needs such a licence.

Online ticket system
Web-based system in which the customer can report incidents or submit support requests.

Release
Used version of the released licence software.

Service hours
Monday to Friday from 8:00 a.m. to 6:00 p.m. except on national public holidays in Germany.

Updates
An update of the licence software contains minor improvements (preservation of usability, ergonomics) and/or eliminates technical defects within a specific release. An update stands for a new version of the licence software and is usually indicated by a change in the version number.

Upgrade
An upgrade adds functionalities to the licence software and constitutes a new release of the licence software based on the previous release and containing new technical and/or functional features. New standard software products or modules are not part of an upgrade of the licence software.

User
The customer’s employees and any other persons authorised to use the licence software on a dependent basis.

Confidential information
All information, whether written or transmitted orally, which (i) is by its nature confidential or secret, or (ii) the contracting party to whom the information is transmitted must recognise as confidential or secret due to the external circumstances of the transmission. Confidential information includes but is not limited to service descriptions, documentation, prices and reports.

Workaround
A technical or organisational method for overcoming a technical defect.

3 Services provided by STP

3.1 STP provides the licence software that is described in detail in the individual contract to the customer in object code. Updates are included in the scope of services; upgrades, however, are not owed. The customer receives the associated documentation in German in electronic, printable form. The provisions of these General Terms and Conditions shall apply mutatis mutandis to the documentation. The customer has no right to demand the source code of the licence software.

3.2 Services beyond the provision of the licence software and its maintenance, such as consulting, installation, go-live support, parameterisation, customising, migration, training, programming work or other individual project services are owed only if expressly agreed by individual contract.

3.3 Product descriptions, illustrations, documentation, technical white papers, etc. are descriptions of services, but not guarantees. A guarantee requires a written and explicit declaration by the management of STP.

4 Go-live services

4.1 The customer undertakes to have the go-live services inspected by experts in accordance with the rules of commercial law immediately after notification of their completion by STP and to give notice without delay in writing of any defects detected with an exact description of the problem.

4.2 STP is entitled to a written declaration of acceptance by the customer within two (2) weeks from receipt of the notification within the meaning of section 4.1. The customer may only refuse acceptance if the go-live services are defective and the defect is not merely immaterial.

4.3 Acceptance scenarios & process

a) Tacit acceptance
The go-live services are automatically deemed to have been accepted after a period of 2 weeks from the start of regular operation (go-live) by the customer unless the customer has informed STP in advance in writing of any defects other than solely immaterial defects.

b) Acceptance by declaration of the customer
The customer confirms to STP that the contractually agreed go-live services have been properly performed.\

c) Acceptance subject to reservation
The customer detects minor defects in the services rendered, which from the customer’s point of view permits acceptance only subject to reservation.
The customer undertakes to list the detected defects in a corresponding list of defects and to make it available to STP.
STP will subsequently check the list of defects produced by the customer. After STP completes its check of the list of defects, STP and the customer engage in mutual consultations to determine the final points of the list of defects indicating a corresponding deadline for subsequent performance by STP.

d) Refusal of acceptance
The customer refuses to accept the go-live services due to material defects.
The customer undertakes to list the detected defects in a corresponding list of defects.
STP will subsequently check the list of defects produced by the customer. Once STP has completed its check of the list of defects it engages in a joint discussion with the customer to enable an appropriate resolution.

4.4 In the event of defects, STP is initially entitled to provide subsequent performance. At the discretion of STP, subsequent performance shall be effected by remedying the defect, by delivering work results that do not have the defect or by STP showing ways of avoiding the effects of the defect. At least three attempts at remedying the defect must be accepted. The customer is not entitled to remedy defects itself or to have them remedied and demand compensation for the corresponding cost incurred.

4.5 The customer shall support STP in error analysis and removal of defects, in particular by providing a specific description of problems that occur, informing STP comprehensively, granting STP the time and opportunity required for removal of defects.

5 Operating services

5.1 STP advises and supports the customer in maintaining the operating readiness of the licence software. For this purpose STP shall analyse incidents occurring in connection with the licence software and remedy defects. At its discretion STP shall remedy defects by repair free of charge or replacement delivery. The customer must permit STP at least two attempts to remedy the defect.

5.2 Unless otherwise provided for in this agreement, STP is entitled to determine the exact procedure for incident analysis and for remedying defects at its reasonable discretion.

5.3 The support services provided by STP include but are not limited to:

a) Providing the service contacts for taking receipt of incidents within the service hours.

b) Taking receipt of, analysing and prioritising the incidents reported by the customer.

c) Resolving incidents, including documentation of the incident resolution.

d) Providing solutions to the customer for the resolution of incidents.

e) Logging incidents on STP’s ticket system.

5.4 STP is entitled to change the service contacts and to specify other contact points and means of communication that the customer can reasonably be expected to use. STP will notify the customer of any such measure at least two weeks in advance. Notifications of defects via any other communication channels are not in accordance with this agreement and will not trigger deadlines by which a response to and/or rectification of defects must be effected.

5.5 The operating services are rendered during service hours.

5.6 The customer shall report incidents to STP immediately via the service contacts. The customer shall, within the scope of what is reasonable, take all necessary measures to determine, isolate and document the incident and its causes. The customer shall provide this information to STP for the purpose of incident analysis. Information can include but is not limited to screenshots or written error descriptions that enable customer support to recognise/understand the error. The aim is for STP to use the information received to reconstruct the error.

5.7 Each incident has a processing status according to the following table:

Status Description Processing time recorded
Open An incident is open, an agent is not yet assigned.
Processing in progress An incident has been documented by an agent who is working on a solution.
Waiting for customer input Processing stopped because STP is waiting for a response from the customer in cases where the customer is obliged to provide information. X
Waiting for input from the manufacturer Processing stopped pending manufacturer’s response in cases where the solution depends on input from the manufacturer. X
PPP/DEV Incident was forwarded to STP’s product development department where it is being processed.
CR recorded Incident was recorded for further planning for potential implementation in the Change Requests database of STP product development. X
Completed The incident is closed. End of incident processing

5.8 Es gelten grundsätzlich folgende Verantwortlichkeiten und Mitwirkungspflichten der Vertragspartner für die Aufgaben des Supports:

R = Responsibility, E = Execution, C = Collaboration, I = Information Cistomer STP
Incident acceptance C R/E
Incident resolution I R/E
Incident prioritisation I R/E
Incident update and closure I R/E
Provision of information C/I R/E
STP customer support informs on status of processing and completion of processing I R/E
Determining known solutions C R/E

5.9 The contractually agreed specifications of the licence software are defined in the user manual. The contracting parties acknowledge that a technically improper programming of the licence software shall not constitute a material defect if it does not affect the functionality or the contractually agreed use of the licence software.

5.10 STP undertakes an obligation to respond to incidents duly notified by the customer within the agreed-upon response times. The response is defined by an email message sent by STP to the email contact predetermined by the customer with information about ticket number and classification of the incident. At its discretion STP shall remedy defects by repair or replacement delivery. STP shall confirm receipt of the error message to the customer within the response times indicated below and inform the customer about the steps STP plans to take to remedy the error according to its current assessment.

5.11 At the discretion of STP, the final resolution of defects shall be carried out by updating the current release or by providing a new release.

5.12 Hotfixes are also used in this context. A hotfix contains only the correction of the defect to be remedied and does not extend the functionality. Given the urgency, a complete system test is not carried out but this does not release STP from its liability to deliver an operational system.

5.13 The following response times apply to incidents:

Category Description Response time Form of defect remedy
1 See section 5.17 6 hours In hotfix or long-term in the next version release at the latest
2 See section 5.17 24 hours In hotfix or the next version release
3 See section 5.17 48 hours In a new version or collected in a patch

5.14 The periods indicated above shall commence in each case upon receipt by STP’s customer support of the proper notification of the incident from the customer or STP’s knowledge of the incident by other means and shall run during the service hours. The classification and related prioritisation of incidents is carried out by STP’s customer support when a ticket is received.

5.15 Only such incidents constitute defects that are attributable to the services of STP and thus the responsibility of STP. Such defects for which STP is responsible may include but are not limited to programming errors, deviations from the specifications agreed upon with the customer, faulty processes of the licence software as well as parameterisation errors (to the extent that the parameterisation is based on explicit specifications of STP).

5.16 The rights of the customer due to material defects shall be forfeited if the customer makes changes or has changes made to the licence software without the consent of STP, unless the customer proves that the changes do not have any effects on the analysis and elimination of the material defects that are unreasonable for STP. The rights of the customer due to material defects remain unaffected provided that the customer is entitled to make changes and that these changes have been carried out professionally and transparently documented.

5.17 Criteria for incident categories

a) Criteria for category 1: “Serious incident (preventing operations)”

  • A material function of the licence software and/or the individual specification cannot be used or its continued use may lead to loss of or damage to data, or
  • The incident concerns an important functional area of the licenced software and/or the individual specification that is urgently needed for work, or
  • The error situation is critical for the customer, or
  • There is no workaround to avoid the incident.

b) Criteria for category 2: “Moderate incident (interfering with operations)”

  • The incident materially restricts the use of the licence software, e.g. failure of individual (non-core) functions, restrictions to functionality, or
  • Use of a key function of the licence software is restricted, or
  • There is no workaround to avoid the error.

c) Criteria for category 3: “Minor incident”

  • The use of the licence software is not or only immaterially restricted by the incident.

5.18 To remedy an incident, STP will document the behaviour of the system based on the information provided by the customer and will attempt to reproduce the observed behaviour on its own system at STP. If it succeeds in this, the incident is deemed to have been identified. If it does not succeed in this, the customer support team will attempt to reproduce the behaviour in the customer’s system together with the customer’s appointed contact person. As long as these efforts are unsuccessful, an incident is not deemed to have been identified. If the behaviour can only be reproduced on the customer’s system, customer support will take all necessary steps to analyse it.

5.19 If the analysis reveals that STP is not responsible for the incident, e.g. due to defective hardware or side effects of an additional software installed without approval by STP, STP is entitled to charge the customer for the cost incurred in connection with processing the incident at STP’s currently valid regular hourly rate.

5.20 The performance obligations of STP within the scope of the operating services shall in each case only extend to the licence software in the latest version provided by STP, with a transitional period of six months after sending or notification of the release of the new version. In particular, the response times shall not apply if incidents are due to the fact that the installation of the new version by the customer has not been carried out within this period.

5.21 All work by STP on the licence software requires prior written, in urgent and exceptional cases also telephone, consultation with the customer. Only after appropriate consultation and instruction shall a failure of the licence software be deemed downtime due to planned maintenance and only in this case shall it not constitute an incident.

5.22 The customer has the option of taking advantage of the provision of user support as an additional service. Inquiries received by STP’s customer support from the customer’s users that are classified as user requests are subject to charges and have to be remunerated according to STP’s currently valid list price. STP is not required to explicitly draw attention to this before processing a request classified under one of the aforementioned categories.

5.23 Additional and/or deviating operating services may be specified additionally in the respective individual contracts or framework agreements.

6 Infringement of third-party rights (legal defects)

6.1 The customer shall immediately inform STP in writing of any alleged infringements of third-party rights in connection with the licence software and shall provide appropriate support in the defence against such claims.

6.2 The customer authorises STP to pursue the dispute with the third party on its own. The customer is not entitled to acknowledge the claims asserted by the third party without prior written consent from STP.

6.3 STP shall not be held liable for the infringement of third-party rights that arise from the customer using the service not in accordance with the agreement, using it outside the intended area of application or using it in combination with components (e.g. hardware and software) not expressly recommended by STP.

6.4 In the case of third-party rights, STP provides warranty in that STP provides the customer with a legally unobjectionable possibility of using the licence software or equivalent services at the discretion of STP.

7 Remuneration and terms of payment

7.1 The customer shall pay STP the remuneration agreed upon in the respective individual contract.

7.2 The agreed-upon remuneration must be paid in advance.

7.3 STP is entitled to increase the agreed-upon recurring remuneration annually, for the first time after the expiry of 12 months after go-live, by the percentage value of the increase of the harmonised consumer price index published by the Federal Statistical Office plus 1.25%.

In the event that the number of professionals is increased for the same licence software, a price change will be implemented simultaneously with the first individual contract.

The following rules apply:

a) STP shall give the customer written notice of a price change three months in advance. The price change shall be deemed to be accepted if the customer does not object in writing within four weeks of receiving the notification.

b) If the customer objects, STP may terminate the contract prematurely with a notice period of 3 months, namely as of the time at which the price change according to a) would become effective.

c) In the event of notice within the meaning of a), STP shall separately inform the customer about the objection period and the legal consequences of its failure to exercise it.

8 Term of the agreement, termination

8.1 The term of the agreements is regulated in the respective framework agreement or, in the case of continuing obligations, in the individual contracts. Ordinary notice of termination is excluded within a minimum period. If a contract is not effectively terminated with effect from the end of the respective term, the term shall be extended by a further year in each case. The notice period is three months to the end of the respective term.

8.2 The right to terminate for good cause remains unaffected. Good cause for STP exists in particular without limitation if

a) the customer is in default of payment for more than two months,

b) the customer ceases payments, the customer or STP or another creditor justifiably file for insolvency proceedings or comparable legal proceedings, such proceedings are opened or the opening of such proceedings is rejected due to lack of assets or

c) the customer breaches the contractual agreements not only insignificantly and does not remedy the breach within a reasonable period of time after receiving a warning from STP.

After an application for the opening of insolvency proceedings against the assets of the customer, however, STP may not terminate the contract due to a delay in payment of the remuneration which occurred in the period prior to the application for opening or due to a deterioration of the customer’s financial circumstances.

8.3 If STP terminates the contract due to a breach of duty by the customer for good cause, STP shall retain as minimum compensation for damages the agreed remuneration to which STP would have been entitled without the termination, minus the expenses saved by STP on account of the termination. This shall not apply if the customer is not responsible for the breach of duty. As a general rule, STP deducts from the remuneration a lump sum of 10% of the amount owed for saved expenses. The customer may furnish proof that the savings are greater than 10%.

8.4 Any declaration of termination must be in writing in order to be effective.

9 Use of subcontractors

9.1 STP is entitled to use subcontractors. The customer may withhold its consent only for good cause. Upon request STP will disclose the subcontractors.

9.2 STP shall be entitled to render the contractually owed services using third parties, e.g. directly by suppliers. To the extent that the customer places contracts directly with the third party in this context, the terms and conditions of the contractual relationship with STP shall apply mutatis mutandis in favour of the third party, unless otherwise agreed.

9.3 If STP arranges guarantee or service performances of its suppliers to the customer, the customer shall be obliged, insofar as warranty claims can be settled by these performances, to first claim the performance of the supplier out of court.

10 Escalation procedures and conflict resolution

10.1 In the run-up to any judicial measures with regard to any disputes that may arise, the contracting parties shall attempt to resolve such disputes in a spirit of partnership.

10.2 In the event of a dispute arising, the contact person of the contracting party that presumes a dispute to exist will inform the contact person of the other contracting party in writing of its assessment. This written assessment shall contain all relevant facts as well as the nature and extent of the dispute. Following the written notification, the contracting parties shall discuss the dispute in a spirit of partnership through their contact persons. The contracting parties will attempt to resolve the dispute by mutual agreement for a period of at least ten (10) working days. If and when a solution is found, the contact persons will document this in writing.

10.3 If a dispute has not been resolved in accordance with section 10.2, either contracting party may notify management of the other contracting party in writing and request escalation to management. Management of both contracting parties will then work in a spirit of partnership for a further ten (10) working days to resolve the dispute. If the dispute still cannot be resolved within this period, each contracting party is entitled to declare the first level escalation procedure as well as the second level escalation procedure to have failed.

11 Conciliation agreement

11.1 The contracting parties agree to refer all disputes arising out of or in connection with a framework agreement or an individual contract, as well as any extensions or additions thereto, which they are unable to resolve among themselves to the arbitration board of the German Association for Law and Informatics (Deutsche Gesellschaft für Recht und Informatik e. V. – DGRI e. V.), available at www.dgri.de/17/Schlichtungsstelle-IT.htm, in order to resolve the dispute in whole or in part, provisionally or finally, in accordance with its rules of conciliation in the version applicable at the time the conciliation proceedings are initiated.

11.2 The statute of limitations for all claims arising from the de facto situation that are the subject of the dispute is suspended from the time of the request for arbitration until the end of the arbitration proceedings. Section 203 of the German Civil Code (Bürgerliches Gesetzbuch – BGB) applies mutatis mutandis.

11.3 For clarification, the contracting parties agree that the prior initiation of conciliation proceedings is not a prerequisite for bringing legal action, regardless of whether it relates to legal action before an ordinary court or interim legal protection.

11.4 Notwithstanding the provision in section 11.1, each contracting party shall be entitled to apply for interim legal protection in the event of a breach of third-party industrial property rights or a breach of the regulations on data protection and secrecy.

12 Force majeure

12.1 Events of force majeure which make it significantly more difficult or temporarily impossible for one of the contracting parties to fulfil its contractual obligations and which are beyond the control of the respective contracting party shall entitle the latter to postpone the fulfilment of its contractual obligations affected by force majeure for the duration of the hindrance and for a reasonable start-up period, as notified to the other contracting party immediately after the occurrence of the event, giving details of the nature and consequences of the event. Strike, lockout and other industrial action directly or indirectly affecting the respective contracting party shall be deemed equivalent to force majeure.

13 Other provisions

13.1 Notifications and declarations to a contracting party must be in writing and are deemed to have been made if they are sent by post to the address indicated in the framework agreement or if they are received by email or fax or if they are delivered by messenger. Each contracting party is entitled to change the delivery address by written notification.

13.2 STP is entitled to amend these General Terms and Conditions. STP shall notify the customer of any amendments in writing. Amendments shall be deemed to be accepted if the customer does not object in writing within one month of receiving notification of the amendment. STP shall separately inform the customer of this period and the legal consequences of its failure to exercise it.

13.3 The contracting parties undertake an obligation to treat as confidential all trade secrets, including data subject to a professional duty of confidentiality on the part of the customer, that become known to them by the respective other contracting party during the execution of the contract. This also applies to events and webinars held by STP.

13.4 The customer’s data required for the business transaction will be stored electronically within the framework of the regulations of the German Federal Data Protection Act (Bundesdatenschutzgesetz – BDSG).

14 Special provisions for software purchase and maintenance

14.1 The provisions listed below shall apply in the case of a software purchase. All deviating provisions stipulated in sections 1 to 13 above are replaced by the following provisions.

14.2 Transfer of the licence software

a) The customer shall only be entitled to transfer the licence software or parts thereof to a third party in accordance with the following rules:

b) The customer is only permitted to transfer the licence software to a third party with the same restrictions of use with which STP transferred it to the customer for use. If the scope of use is limited in terms of the number and/or persons of the users of the licence software, the customer may not split the acquired right of use and transfer to the third party a right to use the licence software for a specific number of users.

c) The customer shall delete all copies of the software, regardless of the release, in particular on data carriers and in fixed or main memories, immediately after transferring them. The customer shall finally discontinue their use and shall immediately confirm this to STP in writing.

d) The transfer to the third party takes place on a permanent basis, i.e. without a right of return or repurchase option.

e) The customer undertakes an obligation to inform STP of the name of the company to which the licence software has been transferred.

f) If the customer fails to comply with the above provisions of this section 14.2, the customer shall be liable to STP for a contractual penalty totalling half of the amount that the third party would have had to pay to STP according to the then current price list for the licence software, unless the customer is not responsible for the breach.

15 Special provisions for software leasing

15.1 The provisions prescribed below apply for software leasing. All deviating provisions stipulated in sections 1 to 13 above are replaced by the following provisions.

15.2 The customer’s right to use the licence software is limited to the term of the lease agreement.

15.3 STP shall be liable for defects of the licence software that already exist at the time of its provision only to the extent that STP is responsible for them.

15.4 Upon termination of the lease agreement the customer shall return the licence software to STP on the original data carriers including documentation. Copies of the licence software provided by STP, if any, shall be completely and finally deleted. Instead of the return STP may also demand the deletion of the licence software provided and the destruction of the documentation provided. Copies for archiving and backup are excluded from return and deletion. The customer shall immediately assure STP of the deletion in writing, potentially using the form provided by STP. The declaration shall be deemed to have been made without undue delay if it is received by STP within two (2) weeks from the date on which the contract ends.

15.5 Any use of the licence software after the end of the contract is not permitted.

16 Special provisions for adaptation of the licence software

16.1 The provisions set out below shall apply in the event of adaptation of the licence software to the individual requirements of the customer. All deviating provisions stipulated in sections 1 to 13 above are replaced by the following provisions.

16.2 STP shall carry out the contractually agreed-upon adaptation of the licence software. Agreements on performance changes shall be binding only if they are made in writing or if STP confirms them in writing. However, the contracting parties agree that not all technical, commercial and legal issues can be captured and regulated at the time of the contract’s conclusion. If, in the course of rendering the contractual services, the further execution of the contract on the current contractual basis proves to be grossly inappropriate for one contracting party, the other contracting party is obliged to contribute to an appropriate balance of interests by way of negotiations and new agreements.

16.3 The services are generally rendered at the registered office of STP. Any service rendering at the customer’s premises must be expressly agreed. To the extent that it is agreed to render the contractual services at the customer’s premises, the customer shall provide the employees of STP with the necessary work equipment (hardware and software, office infrastructure, means of communication, system access and authorisations) free of charge.

16.4 The customer is responsible for ensuring that all of the instructions issued by the customer and the information and content provided by the customer are correct and complete and comply with the relevant statutory provisions (e.g. data protection law, competition law, copyright and trademark law). STP shall not be held responsible for defects in contractual performance, default of service and infringements of rights based on instructions, information or contents of the customer.

16.5 The customer shall hold STP harmless from any claims of third parties and indemnify STP for all losses and expenses incurred by STP due to a breach of the customer’s obligation in accordance with clause 16.4, unless the customer proves that it is not responsible for the breach.

16.6 STP may prepare minutes of joint decisions and agreements and submit them to the customer. If the customer does not object to the minutes in writing within 5 working days of receipt, the contents of the minutes shall be deemed to have been approved. STP shall upon submitting the minutes inform the customer of this period and the legal consequences of its failure to exercise it.

16.7 The contractually agreed-upon specifications of the adaptation of the licence software are defined in the detailed concept.

16.8 The provisions on go-live services and operating services in sections 4 and 5 apply mutatis mutandis.

16.9 The customer shall receive the same rights to the work results as it is entitled to in the licence software.

16.10 A contracting party may only terminate the exchange of services prematurely for whatever legal reason (e.g. withdrawal, reduction in price, claims for damages or reimbursement of expenses instead of performance, termination for good cause) in addition to the legal requirements under the following conditions:

a) It must specifically object to the breach of contract. It must demand rectification of the default and set a time limit. In addition, it must give warning that upon expiry of this period without success, it will accept no further performance with regard to the default that is the subject of the complaint and will partially or completely terminate the exchange of services.

b) The period for remedying the default must be reasonable. A period of less than two weeks is only appropriate in cases of particular urgency. In the event of a serious and final refusal to perform or under the other statutory conditions (Sec. 323 (2) BGB), the obligation to set a time limit may not apply.

c) The termination of the exchange of services (in part or in whole) due to the failure to remedy the default can only be declared within three weeks of the expiry of this period to remedy the default. The time limit is suspended during negotiations.

16.11 A contracting party may only demand the extraordinary termination of the exchange of services due to a delay in performance if the other contacting party is solely or predominantly responsible for the delay, unless the entitled party cannot reasonably be expected to adhere to the contract on the basis of a weighing up of interests.

16.12 Termination in accordance with Sec. 649 BGB remains permissible in accordance with the statutory regulations. STP is entitled to remuneration for the services already rendered; with regard to the services not yet rendered, STP is entitled to 10% of the outstanding remuneration. The customer has the right to prove that the share to which STP is entitled according to Sec. 649 BGB is lower than the percentage indicated in sentence 2.

16.13 All declarations in connection with a termination of the exchange of services must be in writing to be effective.

16.14 Unless otherwise agreed upon, STP shall be remunerated based on the work rendered. Daily rates apply for 8 hours per day. Operating times of less or more than 8 hours shall be invoiced pro rata temporis.

16.15 Information on expenses in offers of STP or other contractual agreements are non-binding estimates. The remuneration is solely based on the actually agreed-upon work, unless the contracting parties expressly agree fixed or maximum prices in writing.

16.16 The customer shall additionally reimburse STP for travel expenses and travel times according to the contractual agreements.

16.17 STP can issue monthly invoices for the contractual services. If a fixed price is agreed, 40% of the agreed remuneration falls due for payment upon conclusion of the contract and 40% of the agreed remuneration falls due for payment once the respective contractual service is rendered unless agreed otherwise. The remaining 20% of the agreed-upon remuneration falls due for payment upon acceptance in the case of work services, otherwise upon completion of the project. The contracting parties may agree on different payment plans in individual cases.