Last updated: 2018-11-01
The following regulations apply to all deliveries, services and offers of Laniteo GmbH (hereinafter referred to as “Laniteo”). They shall also apply to all future deliveries, services or offers, even if they are not separately agreed again. Deviating, conflicting or supplementary general terms and conditions of the customer shall not become part of the contract unless Laniteo expressly agrees to them in writing.
1 Software license
The software is licensed in accordance with the following rules.
1.1 Object of delivery and licence
1. Laniteo provides the customer with the object code of the software components described in more detail in the offer sheet under Item 1, including the electronically retrievable documentation contained in the software (collectively also referred to as “software”), as well as the respective license files. The software is delivered by the customer downloading the software himself from the website laniteo.com, Google Play or Apple AppStore. Laniteo will send the customer the license file by e-mail and the hardware by post.
2. The quality of the software results exclusively from the performance description attached to the quotation sheet as an annex, provided that no additional regulations regarding the quality of the software have been made in the quotation sheet and the order.
1.2 Usage rights
1. Laniteo grants the customer a non-exclusive, unlimited right to use the software components described in more detail in the offer sheet under Item 1. This granting of rights of use is subject to the condition precedent of full payment of the remuneration owed for this. The permissible use includes the installation of the software, loading into the system memory as well as the intended use by the customer in accordance with the regulations and restrictions of this section 1.2.
2. The software consists of a server component and three client components. The customer may only install the server component on the number of servers specified in the offer sheet. Furthermore, the customer may only use the software for the number of natural persons named in the offer sheet (hereinafter referred to as “users”) as well as for the maximum memory usage specified. Users are created via the user administration of the software. The users only have the limited rights to use the software (e.g. certain read and/or write rights) stated for them in the respective offer sheet.
3. The Customer may not rent or sublicense the Software in any other way, reproduce it publicly or make it accessible by wire or wireless, or make it available to third parties for a fee or free of charge (e.g. by way of Application Service Providing or as “Software as a Service”). The transfer of rights of use to third parties requires the prior written consent of Laniteo, whereby Laniteo will not unreasonably withhold such consent.
4. The Customer may not modify, translate, reverse engineer or disassemble the Software, or alter any proprietary notices contained therein of any kind. If the software has interfaces to third-party software, § 69e UrhG (German Copyright Act) shall apply. In this case, the customer must first request the information from Laniteo that is necessary to achieve interoperability before decompiling the software.
5. Copyright notices, serial numbers and other features serving to identify the program may not be removed or changed from the software.
6. The customer obligates himself to completely delete the software stored in machine-readable data carriers or data processing devices before destroying, selling or otherwise passing them on. The customer shall be liable for all damages incurred by Laniteo or its suppliers as a result of non-compliance with this obligation.
7. In the event that the contractual agreement to purchase the license is terminated for any legal reason whatsoever, all rights shall revert to Laniteo without any further transfer act.
8. At Laniteo’s request, the customer shall enable Laniteo to check the proper use of the software, in particular whether the customer uses the program qualitatively and quantitatively within the scope of the licenses acquired by him. For this purpose, the customer shall provide Laniteo with information, grant Laniteo access to relevant documents and records and enable Laniteo to check the hardware and software environment used. Laniteo may carry out the inspection itself online. Laniteo may carry out the necessary tests on the customer’s premises during the customer’s regular business hours itself or have them carried out by third parties who are bound to secrecy. Laniteo will ensure that the customer’s business operations are disturbed as little as possible by its local activities.
The purchase and licensing fees for the software are set out in the offer sheet.
1. Laniteo warrants the contractually agreed quality and that the customer can use the software without infringement of third-party rights.
2. In the event of a technical defect, Laniteo shall initially be entitled to provide subsequent performance, i.e. at its own discretion to remedy the defect (rectification) or replacement delivery. Within the scope of the replacement delivery, the customer shall, if necessary, adopt a new version of the software, unless this leads to unreasonable impairments. The customer must accept at least three attempts at rectification of a defect. In case of any legal defects, Laniteo shall, at its choice, provide the customer with a legally flawless possibility to use the software or modify it in such a way that no rights of third parties are infringed.
3. Laniteo shall be entitled to provide subsequent improvement at the Customer’s premises. Laniteo shall also fulfil its obligation to remedy the defect by providing updates with an automatic installation routine or by showing the customer reasonable ways of circumventing the defect in order to avoid the effects of the defect.
4. With the exception of claims for damages, warranty claims become statute-barred after six months. The statute of limitations begins with the receipt of the license file by the customer.
1.5 Individual customization and extension
1. The effort for the implementation of adaptations or extensions of the software and hardware (hereinafter “individual development”) as well as training measures at the customer’s premises shall be invoiced separately. The regulations regarding the rights of use granted to the customer (see 1.2) also apply to individual development provided by Laniteo.
2. If a custom development is carried out at the customer’s request, in addition to the agreed remuneration for such support services, the customer shall bear the expenses, travel times and other expenses incurred by third parties in connection with the development.
1.6 Hardware requirements
The customer is responsible for providing sufficient computer and network capacity for the intended use of the software. The information sheets provided by Laniteo about the hardware requirements are for information purposes only and only give rough indications for the sizing of the hardware.
2 Support services
2.1 Service provision
The customer can order further support services from Laniteo (e.g. consulting, training and/or customizing). Laniteo shall provide these services on the basis of a service contract and shall invoice them on the basis of the time actually spent. If the valid daily and/or hourly rates are not shown in the respective offer sheet, the general prices of Laniteo valid at the relevant time shall apply.
2.2 Customer involvement
The customer shall cooperate with Laniteo to the best of its ability in providing the support services. In particular, the customer shall provide Laniteo with complete and correct relevant information and, if necessary, explain it to Laniteo.
1. The rates of remuneration applicable to Laniteo’s support services are set out in the relevant offer sheet.
2. The customer has the right to cancel any training courses ordered at any time. In the event of cancellation up to six working days prior to the start of the first training session, 50% of the total agreed fee for the training sessions will be charged. In the event of cancellation up to three working days prior to the start of the first scheduled date for the training, 100% of the total agreed fee for the training shall be charged.
3 Maintenance and Hotline
The following terms and conditions apply to the maintenance and hotline service package.
3.1 Service scope
1. Under the Maintenance and Hotline service package, Laniteo will further develop the software, correct errors and regularly provide the customer with new versions of the software (minor and major releases). New versions of the software shall be made available exclusively in electronic form. The customer is obliged to install and use the latest version of the software. The object of software maintenance shall always be the current version of the software licensed by the customer, including any successive extensions of the license inventory. The customer may only terminate the maintenance and hotline service package in its entirety. Partial terminations are not permitted.
2. In addition, Laniteo provides the customer with a telephone hotline for technical and application-specific questions from Monday to Friday (except on national public holidays) between 09:00 and 17:00 hours. General support and basic user training is not part of the telephone hotline.
3.2 Use rights
The customer receives the same rights of use to the software components created and delivered by Laniteo within the scope of the service package Maintenance and Hotline with the delivery of the individual software components to him, which are granted to him according to the General Terms and Conditions in connection with the offer sheet for the software.
1. Laniteo charges a monthly fee for the services provided in the maintenance and hotline service package, the amount of which is stated in the corresponding offer sheet. If the customer subsequently licenses software (e.g. additional hardware modules, users or amount of data), the remuneration increases accordingly and is adjusted from the following month on the basis of the new assessment basis. The basis for assessment is the license price of the total software and hardware licensed by the customer, without any discounts granted and without value added tax, as stated in the respective offer sheet.
2. The payment obligation begins in the month following the delivery of the software and hardware. The remuneration shall be paid in advance for twelve calendar months in respect of each delivery.
3. The assessment basis on which the remuneration is based shall be increased by 3% every twelve calendar months, in each case in relation to the most recently valid assessment basis.
3.4 Duration and termination
The Maintenance and Hotline service package has a minimum term of twelve calendar months. The Maintenance and Hotline service package is then extended by twelve calendar months if it is not terminated by either party with three months’ notice to the end of the minimum term or the respective extension period.
4 Laniteo SaaS
If the customer has ordered the Laniteo SaaS service package, the following terms apply.
4.1 Service scope
1. In the Laniteo SaaS service package, Laniteo provides the customer with computer capacity on a server for operating the server component of the software. Laniteo provides the customer with TLS 1.3 encrypted data transmission. Laniteo strives to achieve reasonable loading times within its own operational possibilities.
2. Laniteo will establish and maintain the connection between the server and the Internet using a reliable carrier. Laniteo is only responsible up to the interface of the server provided by Laniteo to the Internet.
3. Laniteo will perform a weekly backup of the metadata and maintain the server regularly. The backed up data will be stored for a period of 30 days.
4. Laniteo endeavours to avoid temporary disruptions in the availability of computer capacities which render them unsuitable for the contractually intended use or reduce them not only insignificantly, but cannot completely exclude such disruptions.
5. Laniteo will provide the customer with the access data for the application hosted on the server after conclusion of the contract.
1. The customer pays Laniteo for the Laniteo SaaS service package a one-time provision fee and a monthly usage fee. The amount of these fees can be found in the relevant offer sheet.
2. The payment obligation begins in the month following the delivery of the software, in the case of subsequent order of the Laniteo SaaS service package with the beginning of the month following the first performance of the service. The remuneration shall be paid in advance for twelve calendar months in each case.
4.3 Duration and termination
The service package Laniteo SaaS runs indefinitely and can be terminated by both sides with a period of notice of one month to the end of the next calendar month in writing. For the period after the end of the Laniteo SaaS service package, Laniteo will reimburse any usage fees already paid in advance by the customer on a proportional basis for the months for which service provision has not yet begun.
4.4 Customer responsibility
The customer is obliged to meet and retain the system requirements for the use of the server, in particular a permanent Internet connection with sufficient bandwidth.
1. In the event of a disruption of server operation or communications, the customer shall promptly notify Laniteo in writing, stating the effects of the disruption, the circumstances under which it occurs and the classification of the disruption in the customer’s opinion. The customer shall do its very best to assist Laniteo in the search for the causes of the malfunction and shall ensure that all cooperation services of the customer or its vicarious agents required for the elimination of the malfunction are provided in a timely manner and free of charge to Laniteo.
2. As far as disturbances were caused within the operating sphere of the customer, Laniteo is entitled to invoice the customer for the resulting expenses at the rates valid for its services.
5 General terms
5.1 Conclusion of contract
All Laniteo offers are subject to change and non-binding, unless they are explicitly marked as binding.
5.2 Satisfaction guarantee
If Laniteo has given the customer a guarantee of satisfaction in the offer sheet, the following provisions shall apply to the assertion of the promise of satisfaction.
Under the satisfaction guarantee, the customer has the right to withdraw from the licence purchase and to exercise a special right of termination with regard to the service package Maintenance and Hotline or for the service package Laniteo SaaS. The exercise of the aforementioned rights is only possible on a uniform basis and requires Laniteo to receive a corresponding written declaration within the period specified in the offer sheet. As far as the customer asserts his rights from the satisfaction guarantee, Laniteo will refund the license price to the customer as well as refund the already paid fees for the service package maintenance and hotline or for the service package Laniteo SaaS proportionately for the unused period. The promise of satisfaction does not affect the invoicing of services already rendered or work already performed and expenses as well as individual development individually performed for the customer. These are to be paid in full by the customer.
In the event that the customer withdraws from the license purchase, the customer shall immediately return to Laniteo all hardware, data carriers, documentation, documents and other items provided to him by Laniteo and destroy any copies of the software he has, including the deinstallation of all software components from all his systems. Furthermore, the customer shall immediately confirm in writing to Laniteo that he has fulfilled his return and deletion obligations.
Laniteo is entitled to name the customer as a reference customer in publications of any kind.
Laniteo’s liability, in particular for claims for damages and claims for reimbursement of expenses, is limited as follows: Laniteo shall be liable without limitation in the event of intent or gross negligence, for injury to life, limb or health, in accordance with the provisions of the German Product Liability Act (Produkthaftungsgesetz) and to the extent of any guarantee assumed by Laniteo. In the event of a slightly negligent breach of an obligation which is essential for achieving the purpose of the contract (cardinal obligation), Laniteo’s liability shall be limited in amount to the damage which is foreseeable and typical for the type of business concerned. Any further liability is excluded.
1. The customer agrees not to use the software to manage any personal data and thus to ensure that Laniteo is not in a position to process or use personal data from the customer’s sphere within the scope of services it provides (in particular in the areas of “Maintenance and Hotline” and “Laniteo SaaS”).
2. Amendments and changes to the agreements made, including the general terms and conditions set out in this document, must be made in writing in order to be effective, whereby, in deviation from § 126 BGB (German Civil Code), an exchange of the documents otherwise set up in due form by e-mail or as a PDF document is sufficient. The aforementioned formal requirements shall also apply to the amendment or cancellation of this clause.
3. Laniteo makes no guarantees to the customer unless Laniteo uses the term “guarantee”. If Laniteo uses the term “guarantee”, a guarantee in the legal sense can only be accepted if the respective regulation expressly indicates that it wishes to deviate from this paragraph.
4. The relations between Laniteo and the customer are subject to German law to the exclusion of the UN Convention on Contracts for the International Sale of Goods. Place of jurisdiction is Berlin.
5. Should individual clauses of the agreements reached, including these General Terms and Conditions, be or become invalid or unenforceable, this shall not affect the validity of the remaining clauses.