Conditions

General terms and conditions of business

Terms and Conditions (GTC)

These terms and conditions apply to all services and deliveries of goods (online products/SaaS solutions) from Base-Mesh B.V.. The legal transaction (delivery, billing, etc.) is carried out by Base-Mesh B.V. in its own name for the account of third parties (commission).

An order; conclusion of contract

1.1 The presentation of the products in the online shop does not represent a legally binding offer, but a non-binding online catalogue. By clicking on the “Buy” / “Order with obligation to pay” button, you place a binding order for the goods in the shopping cart. The confirmation of receipt of the order follows immediately after the order has been sent and does not constitute acceptance of the contract. We can accept your order by sending an order confirmation by email/letter/fax within 3 working days. In the case of electronic orders via the Internet, the text of the contract is saved after the contract has been concluded and can be requested by the customer from Base-Mesh B.V. be retrieved.

1.2. If available, the ordered goods or services will be delivered or provided immediately. We reserve the right not to fulfill an order if the goods or service are no longer in stock, out of stock or available. In this case, the customer will be informed of the unavailability. Binding delivery dates must be agreed in writing. If the order is placed via the Internet, the expected delivery date can be found in the order offer.

1.3. Software is up-to-date upon delivery. To ensure that it remains up-to-date, the customer automatically subscribes to the subscription/update service according to the respective product description. The scope and price of the respective updates correspond to the information in the order offer (Internet shop).

1.4. From time to time, the customer has the possibility to access third-party content. For this purpose, it may be redirected to the servers of these third-party providers. If additional costs are incurred for the content of the third-party providers (e.g. PayPal), the customer will be informed of this by appropriate notices.

Review period/test phase

If a viewing period/test phase is specified in the order offer (e.g. "Test now for 4 weeks. Free!"), the customer has an offer-dependent viewing period/test phase when purchasing for the first time. During the review period/test phase, the customer can extensively test the ordered products.

customer account; Access to online products/SaaS solutions

3.1. Registered customers can use the online customer account to carry out all activities online themselves (managing orders, cancellations or returns, changing addresses and payment methods, checking account balances, downloading invoices, etc.).

3.2. The use of online customer accounts and online products/SaaS solutions requires registration. A legal person may only be registered by a natural person who is authorized to represent the company and who must be named. We can refuse to accept registrations if there is an objective reason for this, e.g. incorrect information is provided or there is a fear that payment obligations will probably not be met.

3.3. The customer's access to the online customer account and/or to the online products/SaaS solutions is password-protected via the Internet. The customer is obliged to keep his access data and password secret and to protect them from misuse by third parties. In this context, we would like to point out that our employees are not authorized to request passwords by telephone or in writing. When choosing a password, the generally known rules should be observed (length, complexity of the password), changes to the password are only possible online within the customer account. The customer must inform us immediately if the access data or password is lost or if there is suspicion that this data has been misused. In addition, we are entitled to block access to the customer account or to the online products/SaaS solutions in the event of misuse. The customer is liable for misuse for which he is responsible.

terms of payment

4.1. We currently offer payment by invoice/direct debit, Paypal and credit card as payment methods. If a payment method by direct debit is chosen, we use the SEPA direct debit procedure. Before carrying out a direct debit using the SEPA direct debit procedure, we will inform you of this in good time, usually five days in advance.

4.2. Delivery is made at the applicable gross final price (net price plus statutory VAT). We expressly reserve the right to appropriately adjust the respective prices for the products annually, even for existing subscription/update services. This right to adjust prices also applies in particular to verifiable increases in production, shipping and wage costs.

4.3. The customer is not entitled to withhold payments unless he is entitled to a statutory right of retention from the same contractual relationship. Offsetting is only permissible if the claim against which offsetting is being set off is undisputed or has been legally established. Costs for unauthorized returned direct debits are to be borne by the customer.

4.4. All deliveries are made at the expense of the customer. The actual shipping costs can be found in the respective order offer.

Termination

5.1. In the case of a contract for continuous delivery for an indefinite period (subscription/update service), a minimum purchase/minimum usage period of 12 months is agreed, unless otherwise agreed in the order offer.

5.2. The contract can be terminated with a notice period of 3 months for the future, unless the contract contains a specially agreed notice period. Any deliveries still received after the termination of the contract must then be returned. Otherwise, the contract is automatically extended by a further 12 months or the respective period specified in the order offer.

5.3. If a contract is terminated with an agreed notice period or minimum period of use, the customer is still entitled to the contractually agreed services until the end of the remaining contractual term.

5.4. Any notice of termination must be given in text form (letter, fax, e-mail). In addition, cancellations/cancellations can be made in the customer account (online) for most products. A refusal to accept or non-use of deliveries and services does not count as termination. If the cancellation is not received in good time, the contract period is automatically extended.

retention of title

The unrestricted property until the complete fulfillment of all payment obligations remains reserved. In the case of deliveries/services to resellers, the reseller is entitled to resell them in the ordinary course of business. In principle, he is authorized to collect the claims. To be on the safe side, the reseller assigns all claims against his customers in the amount of the invoice value of the goods (extended retention of title).

7.1. With the conclusion of the contract, the customer is granted the right to use the services and goods deliveries within the framework of the statutory provisions.

7.2. For online products/SaaS solutions and information/database products, the non-transferable and non-exclusive rights of use are only temporary
limited to the duration of the agreed term of the contract of use. The right of use is limited to the use described below.

7.2.1. software (calculation programs)

The customer has the right to use the software to the contractual extent (number of licenses purchased, duration of the right of use). The software may only be used by one person per license (named user). In the case of a contract for a network version/multiple license, the customer is entitled to use the software by a number of people corresponding to the number of licenses purchased (named user). The duration of the right of use is determined by the respective offer.
The customer is entitled to use the software for his own purposes; the free or paid use of the software on behalf of third parties and the transfer of the resulting research or calculation results to third parties is not permitted, unless the results are given to the third party for exclusive personal use.

7.2.2. databases

The information/database and online products are protected by copyright as database works (§ 4 Para. 2 UrhG) and as databases (§ 87a ff. UrhG). The individual documents are also works protected by copyright (§ 2 UrhG); the software required to display and search for the content of the online products is subject to copyright protection under Sections 69a et seq. UrhG. The customer is entitled to use the information/database and online products to the extent customary in business and required for his needs within the limits of Section 87b UrhG. Insofar as the actual use impairs our legitimate interests in an unreasonable manner, we are entitled to restrict or prevent access to the database work/database. This applies in particular to the duplication, distribution or public communication of essential parts or the repeated and systematic duplication, distribution or public communication and making available of insignificant parts of the database work/database. All copyrights, rights of use and other property rights to the information/database and online products that are not expressly listed below remain with us as the owner of all rights of use and property rights.
The customer acquires the right to access the information/database and online products from any computer suitable for these purposes. The duration of the right of use is determined by the agreement on which the contractual relationship is based; the customer will be informed of this at the start of the contract and will end at the latest when the contractual relationship expires. Information/database products contain a timer that precludes further use; their term is limited until the release of the next update.
The customer undertakes to use the information/database and online products only for his own purposes and not to allow third parties separate access to the information/database and online products, either free of charge or for a fee. The information/database and online products may only be used by one person per license (named user). In the case of a contract for a network version/multiple license, the customer is entitled to use the information/database and online products by a number of people corresponding to the number of licenses purchased (named user).

7.3. Use is only permitted on the hardware platforms and their operating system environment(s) supported by us. The customer is prohibited from changing copyright notices, labels/trademarks and/or ownership information on the products.

Changes to these Terms and Conditions

The validity of conflicting or deviating terms and conditions is excluded, even if we do not expressly object to them or accept services without reservation. In accordance with the following provisions, we reserve the right to change these general terms and conditions, provided that these changes are reasonable for you, taking into account our interests; this is particularly the case if the change is without significant legal or economic disadvantages for you, e.g. changes in the registration process, changes in contact information. Otherwise, we will inform you of any changes to these terms and conditions with reasonable advance notice, but at least one month before the intended entry into force. The information will be sent to the email address you provided. If you do not agree with a change we intend to make, you have the right to object to the change within one month of notification. If you object in due time, we are entitled to terminate the contract in writing with a notice period of one month to the end of the calendar month.

place of jurisdiction

The place of performance and place of jurisdiction for merchants, legal entities under public law or special funds under public law is Freiburg. German law applies exclusively.

Please send complaints and cancellations to the following address:

Special Terms and Conditions for SaaS Solutions

In addition to the general terms and conditions, the following special terms and conditions apply to the SaaS solutions.

Subject of the contract

1.1. We offer various software solutions to support business processes and make them available for use over the Internet as a web application (SaaS solution). The specific range of functions of the SaaS solution and the requirements for the hardware and software environment that must be met by the customer result from the respective offer and the user documentation. The transfer of the SaaS solution (on data carriers or by way of online transmission) to
local installation is not possible.

1.2. As part of the SaaS solution, storage space is made available on central servers on which the data generated and processed with the SaaS solution
Data can be stored for the duration of the contractual relationship. The archiving of the data in accordance with the commercial and tax retention periods
is currently included in the scope of services.

1.3. The service transfer point is the router exit from the data center we use to the Internet. For connecting to the Internet, providing
or the maintenance of the network connection to the data center as well as the procurement and provision of network access components for the Internet on the customer side must be taken care of by the customer himself.

Availability during operating hours: at least 99% on average over a calendar month, with planned maintenance work being excluded from the calculation of availability.

1.5. We undertake the analysis and correction of documented, reproducible errors in the SaaS solution (hereinafter "support services") by competent personnel and in accordance with recognized industry standards. We are not responsible for the success in eliminating errors and do not assume any guarantee in this respect. "Error" within the meaning of these terms and conditions is any fault reported by the customer, which results in the quality and functionality of the offer and user documentation deviating and

this has a more than insignificant effect on their usability, or
Corruption of data or loss of data that is processed with or generated by the SaaS solution occurs.

If a fault that has occurred cannot be reproduced, it is not considered an error. In this case, the parties will jointly agree on how to proceed.

1.6. The customer must report any errors that occur immediately with a precise description of the problem. The report can initially be made verbally, but must be repeated in text form (e-mail) on the next working day at the latest. We are available to receive error reports Monday to Friday from 9:00 a.m. to 5:00 p.m.

1.8. Within the response times, we will submit a proposal for correcting the error. It includes the following:

presentation of the results of the analysis carried out;
Presentation of the impact on other functionalities (criticality);
Proposal of a course of action to fix the error.

Response times:

default support

Error class 1:

See you next working day

Error class 2:

At discretion

Error class 3:

At discretion

enterprise support

Error class 1:

1 hour

Error class 2:

2 workdays

Error class 3:

5 business days

Fix Time:

default support

Error class 1:

Not available

Error class 2:

Not available

Error class 3:

Not available

enterprise support

Error class 1:

Next business day

Error class 2:

According to the arrangement

Error class 3:

According to the arrangement

1.9. We are under no obligation to provide support services:

in the case of errors that are based on unauthorized changes or adjustments to the SaaS solution;
for other software (in particular third-party software used on customer systems);
in the case of errors that are based on improper or unauthorized use of the SaaS solution or on operating errors, provided that the operation is not carried out in accordance with the user documentation;
in the event of any hardware defects;
when using the SaaS solution on hardware and operating system environments other than those specified in the user documentation;
in the form of on-site assignments by our employees.
We are entitled to treat such services as a separate order and to invoice them at the usage fees for SaaS solutions in accordance with the applicable service rates.

1.10. The above services are final. In addition, we are not obliged to provide any further services, in particular not to provide installation, adjustment, programming, consulting and training services.

duties to cooperate

The cooperation services required for the implementation of the contractual services must be provided in full and in good time. The duties to cooperate include the following activities in particular:

all applicable laws and other legal provisions must be observed when using it. It is forbidden to transfer data or content to our servers that violates legal regulations or infringes third-party property rights or copyrights or other third-party rights
in the event of an error message, all documentation, logs and other information relevant to troubleshooting must be made available to us immediately
the customer is obliged to regularly take part in appropriate product training courses or otherwise acquire the knowledge required to use the SaaS solution
only data that is free of computer viruses or other harmful code may be transmitted
neither software nor other techniques or procedures may be used in connection with the use of the SaaS solution that are likely to impair operation, security and availability.

adjustment of remuneration

We are entitled to adjust the remuneration during the term of the contract. However, such a price change is only permitted once a year. Price increases must be announced in text form no later than six weeks before they come into effect. In the event that the price increase accounts for more than 10% of the previous remuneration, the customer has a special right of termination that he can exercise in writing with a notice period of one month to the end of the calendar month after receipt of the price increase announcement.

blocking of data

If a third party asserts a violation of the law against us through data or content that was transmitted by the customer to the data storage device provided by us, we are entitled to temporarily block the relevant data or content if the third party has conclusively demonstrated the violation of the law. In this case, we will request the customer to stop the infringement within a reasonable period of time or to prove the legality of the content. If this request is not or not sufficiently complied with, we are entitled, without prejudice to further rights and claims, to terminate the contract for good cause without observing a period of notice. Insofar as the customer is responsible for the violation of rights, he is also obliged to compensate for the resulting damage and must indemnify us from any third-party claims upon first request. Further rights are reserved.

performance changes

We are entitled to further develop, change or supplement the SaaS solutions in whole or in part at any time. We will announce significant changes relevant to the contract by e-mail to the e-mail account you specified no later than six weeks before they come into effect. The customer can object to the changes in writing or by e-mail with a period of one month from receipt of the change notification. The changes will become part of the contract if they are not contradicted. The notification of changes will indicate the consequences of the objection accordingly. In the event of a timely objection, we are entitled to terminate the contract in writing with a notice period of one month to the end of the calendar month.

Rights in case of defects

6.1. If the service level listed in II. 2.4 is maintained for a period of three (3) consecutive calendar months or three (3) calendar months within
a period of six (6) calendar months (availability during operating hours below 95%) and we are responsible for this, the customer is entitled to terminate the contract without notice and to demand damages instead of performance.

6.2. In other cases of non-contractual performance, we are entitled and obliged to subsequent performance. If the supplementary performance does not take place within a reasonable period of time, a reasonable grace period with a threat of rejection can be set. After the unsuccessful expiry of this period, the legal remedies are available, whereby the cancellation of the contract (withdrawal or damages instead of performance) is only possible if the defects are class 1 or class 2 errors.

6.3. The limitation period for rights in the event of defects is twelve (12) months.

property rights of third parties

7.1. If industrial property rights and copyrights of third parties are violated through the contractual use of the SaaS solution and third parties raise claims against the customer due to such violation of rights, we shall, at our discretion and at our own expense, either

provide the right to use the SaaS solution or
rework the SaaS solution in such a way that it no longer violates the rights of third parties and at least has the contractually required properties.

7.2. Is not based on the claim of the third party

Changes to the SaaS solution not approved by us under this Agreement or otherwise, or
the use of the SaaS solution in a manner other than agreed in accordance with the purpose of this contract, or
the use of the SaaS solution on hardware platforms or operating system environments not approved by us,

we will defend the customer at our own discretion or indemnify and hold harmless from damages that result directly from such a claim and are asserted against the customer in court within the scope of the liability limitations from II. 9. The obligation to pay compensation is excluded if we prove that the customer is not responsible for the violation of third-party rights.

7.3. The customer is obliged to inform us immediately if third parties assert infringements of property rights against him. The customer is only entitled to take measures, in particular to defend himself against the claims in court or to satisfy legal claims of the third party subject to reservation, if we have previously informed that we will not defend the customer against the claim.

Liability

We are liable for all damages arising in connection with this contract, regardless of the factual or legal reason, only in accordance with the following regulations:

8.1. In the case of intent and gross negligence, claims under the German Product Liability Act and in the event of injury to life, limb or health, we are liable without limitation in accordance with the statutory provisions.

8.2. Otherwise, liability per calendar year is limited to the damage foreseeable at the time the contract was concluded up to a total amount for all damage events per calendar year, which corresponds to 50% of the remuneration you paid in this calendar year. This limitation of liability also applies in the event of data loss and data deterioration.

protection of secrets; Data protection; data security

9.1. The processing of data that is subject to professional secrecy protection (e.g. patient data, client data in legal and tax advisory professions) by external service providers may require the consent of the patients or clients. The customer is responsible for ensuring that such a consent obligation exists and, if so, that the corresponding declaration of consent is available.

9.2. When providing SaaS solutions, we may receive access to personal data. When processing and using personal data, we act on behalf of others and are obliged under § 11 BDSG to exclusively follow the instructions of the customer. The instruction must be in writing. The customer is responsible for the admissibility of data collection, processing and use as well as for exercising the rights of those affected.

9.2.1. We may only grant access authorization for the data made available to our own employees to the extent required for their respective task. If one of our employees leaves the company or there is a change in activity, with the result that the employee no longer needs access to the user's data, the access authorization for this employee must be deleted immediately.

9.2.2. We undertake not to make any copies or other records of the personal data handed over or made available for processing or to tolerate the making by third parties or to pass them on to third parties. Excluded from this are copies or other records that are absolutely necessary in the course of proper data processing.

9.2.3. Outside of instructions, we may not use the data provided for processing or use for our own purposes or for the purposes of third parties, or allow third parties access to this data.

9.2.4. If the customer is obliged to provide information on the collection, processing or use of data of this person due to applicable data protection regulations, we will support you in providing this information.

9.2.5. We only use employees and subcontractors who are committed to data secrecy.

9.3. We secure all data effectively against unauthorized access, modification, destruction or loss, unauthorized transmission, other unauthorized processing and other misuse, as far as this is technically and economically feasible. If a threat to data and the SaaS solution cannot be eliminated in any other way with technically and economically reasonable effort or does not promise success, we are entitled to delete data with harmful content. We will inform the customer of this intention by e-mail to the e-mail address given to us.

confidentiality

10.1. The contracting parties are obliged to treat as confidential the information made available to them by the other party under this contract, as well as any knowledge they acquire during this cooperation about matters of a technical, commercial or organizational nature of the other contracting party, and for the duration and not to exploit or use or make accessible to third parties after the termination of this agreement without the prior written consent of the party concerned. Disclosure to third parties who are subject to a legal obligation of confidentiality does not require approval. Passing it on to employees who need the information for their work in carrying out contractual services also does not require approval. However, the parties will ensure that such employees are bound by appropriate confidentiality obligations. Use of this information is solely limited to use for the execution of this contract. Each party shall promptly notify the other party upon becoming aware of any unauthorized disclosure or possible loss of Confidential Information.

10.2. This aforementioned obligation does not apply to information that can be proven

the other party has lawfully received or will receive from third parties,
was already generally known when this contract was concluded or subsequently became generally known without violating this confidentiality obligation,
already existed with the party receiving this information, or
have already been developed by the party receiving this information independently of the communication.

10.3. The prohibition on disclosure does not apply insofar as the parties are obliged by law or by court or official orders to disclose the information. In this case, however, the party obliged to disclose is obliged to give prior notice to the other party of the disclosure of the information in order for the other party to have an opportunity to defend itself against and to prevent or limit such disclosure. The party subject to the disclosure obligation will use its best endeavors to ensure that all confidential information that is to be disclosed is treated confidentially vis-à-vis the regulatory bodies ordering the disclosure.

10.4. The confidentiality obligations of this contract continue to exist after the termination of this contract for a period of 2 years. With regard to the data that are subject to data secrecy or professional secrecy, the confidentiality obligation applies indefinitely.

transfer of contract

We are entitled to transfer all or part of the rights and obligations arising from this contractual relationship to a third party with a notice period of four (4) weeks
transmitted. In this case, the customer is entitled to terminate the contract within two weeks after notification of the contract transfer.

Termination, Consequences of Termination

12.1. The right of both parties to terminate the contract for good cause remains unaffected. In particular, we are entitled to extraordinarily terminate this contract without notice if

the customer is in arrears with the payment of an amount for a period of more than two months, which corresponds at least to the agreed fee for use for the period of two months
Insolvency proceedings or other judicial or extrajudicial proceedings serving to settle debts have been or will be initiated against the customer's assets
the user account has been transferred or the access data for the SaaS solution has been made accessible to third parties without our prior consent
the customer has otherwise violated his obligations under this contract and, despite setting a deadline with a threat of refusal, does not stop the violation of the contract or provides evidence of measures that are suitable to prevent the violation of the contract from repeating itself in the future.

12.2. In the event of termination of the contractual relationship, for whatever legal reason, the parties are obliged to properly process the contractual relationship. For this we will

the data stored by us as part of the contract and any databases created as part of the contractual relationship at the latest four weeks after the end of the contract, either by means of remote data transmission or on data carriers to the customer or a third party named by the customer at his own expense
delete the data immediately after confirmation of the successful data transfer and destroy all copies made.
or, at the customer's option, without deleting data, restrict access to read only for the duration of the storage obligations under commercial and tax law.

We can provide further support services for the migration of the data on the basis of a separate order. Such further support services are remunerated according to the currently valid price list.

Status: April 2020

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