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General terms and conditions of FarmFacts GmbH

For all performances of FarmFacts GmbH ("Company") only the Terms and Conditions below shall apply. These conditions do not apply in relation to consumers in the meaning of section 13 BGB. Any General Terms and Conditions of the contracting party (“Customer”) shall not apply, even if the Company does not expressly object to them.

A. General provisions

Conclusion of the contract

is effective with the acceptance of the Customer‘s contract declaration by the Company but no later than with the dispatch or release of the software.

2. Export controls

The conclusion of the contract is subject to the condition precedent that there are no obstacles due to national or international regulations, in particular, export control regulations as well as embargoes or other sanctions. Any deliveries and services for the performance of the above contracts shall be under the proviso that the above mentioned obstacles do not occur.

3. User support

is provided via telephone (hotline) and internet (remote maintenance) at the times specified on the Company’s homepage. Remote maintenance also includes the installation and setup of a chargeable licence for remote maintenance software chosen by the Company for the respective PO workstation.

4. Prices

Offer prices are non-binding estimates by the Company. The price agreed in the contract must be paid with the statutory value added tax added. Packaging and administrative charges and any travel expenses are invoiced separately. Performances of the hotline and remote maintenance outside the normal business hours and the use of either for more than 4 hours per year are not included in the flat-rate charge and are invoiced separately at cost. User support on site is invoiced at cost for every quarter hour commenced on the basis of the billing rates of the Company applicable at the time of using the service plus any travel expenses, disbursements and general expenses. The conduct of training and consultation days is remunerated in accordance with an agreed fixed price. A day covers eight hours including breaks. Additional time spent and auxiliary costs must be paid for separately. If performances go beyond the normal business hours from Monday to Friday on the basis of a special agreement, the Company is entitled to demand an overtime surcharge of 25% per hour on the agreed hourly rate. On Saturdays, Sundays and public holidays the overtime surcharge is 50%.

5. Due date

Payments are due with receipt of an invoice. Payment for recurring services is due in advance at the first day of each calendar month following the month of contract conclusion.

6. Form of declarations

Every declaration (notice, complaints, etc.) by one party to the other party must be at least in text form (e.g. email, fax etc.).

7. Performance by third parties, partial performances

The Company is entitled to commission third parties with the provision of performances. It is further entitled to provide partial performances to the extent that this is reasonable for the Customer.

8. Obligation to cooperate

The Customer is obliged to perform a complete data backup both before the update of any software in his possession under the contract and before the execution of other measures on the software (maintenance, rectification etc.).
For the duration of the service provision the Customer shall make available the necessary technical infrastructure expected by the Company (hardware, software, technical infrastructure, internal network) at his own expense in an operational condition with sufficient capacity unless this is procured by the Company. To facilitate the contract fulfilment the Customer also shall make available all necessary data and records in the form agreed between the parties in each case. The Customer is responsible for their completeness and unrestricted usability. In case of rectification, the Customer must make available all information and documentation required for the defect removal.

9. Compensation for non-acceptance

If the contract cannot be fulfilled for reasons for which the Customer is responsible, the Customer must pay a flat-rate compensation of 15% of the order value. The Customer is entitled to provide proof of lesser damage.

10. Liability

In the case of intent and gross negligence the Company shall be liable to the full extent of the law. In the case of injury to life, body and health, breach of the product liability law or material contractual obligations the Company shall also be liable for each act of negligence. Material contractual obligations are those obligations that characterise the contract and on which the Customer may rely. There shall be no other liability beyond the above. The Company is in particular not liable if the Customer does not carry out a data backup contrary to his obligation to cooperate. In the case of data loss the Company is only liable for the costs which would have arisen for data restoration based on correct data backup by the Customer.

11. Assignment and set-off

The Customer shall not be permitted to assign any of his rights without the Company’s permission. The Customer can only set off with receivables which are undisputed or legally established, unless the receivables arise from the same contractual relationship.

12. Force majeure

Any type of event which is not the responsibility of either party (industrial action, business disruptions, transport disruptions, blocked deliveries, acts of God, unrest, war etc.) shall, for the duration of the interruption, relieve the Company from the performance obligation. If this state of force majeure continues for more than 30 days without any interruption, the contract may be terminated by either party.

13. SEPA direct debits

shall be notified no later than one working day before debiting the bank account. The debiting of recurring payments of identical amounts shall be announced once a year.

14. Data protection

Personal data is collected, saved and processed in accordance with Article 28 BDSG (German Data Protection Act). This also includes the transmission of this data for credit checks and monitoring by credit rating agencies. The Customer’s personal data (name, address and date of birth) is transmitted to SCHUFA AG, Kormoranweg 5, 65201 Wiesbaden and infoscore Consumer Data GmbH, Rheinstr. 99, 76532 Baden-Baden to obtain a credit rating. The Company will use the credit rating information based on mathematical-statistical methods, using address data. The Customer can obtain information from these companies about his personal data which has been saved, free of charge. For the remainder reference is made to the data protection declaration at “www.farmfacts.com/privacy”. The Company is further entitled to forward the personal data to third parties commissioned with the execution of the contractual performances.

15. Retention of title

The goods remain the property of the Company until all claims from the business relationship are paid in full. Any securities due to the Company shall be released upon Customer request as long as their value exceeds all claims to be secured by more than 25%.

16. Continuity in case of invalid provisions, applicable law and place of jurisdiction

If any provision of these conditions are or become ineffective or incomplete the effectiveness of the remaining provisions shall remain unaffected. German law shall apply; the UN Convention on Contracts for the International Sale of Goods shall be excluded. The language of the contract is German. Disputes are decided by the competent court in Munich.

B. Services

Utilisation rights

The Company grants the Customer a non-exclusive, permanent, irrevocable, non-transferable and not sublicensable right to utilise the embodied service results rendered within the scope of the contract to the extent this results from the purpose and area of application of the contract. These rights include the agreed intermediate results, training documentation and resources.

C. Software service

1. Program update/support

covers the software updates resulting from program improvements and changes. As far as possible and necessary, publication shall be made at least once a year. Only the latest program version is supported and also regularly provided by the Company as part of a software service agreement. Warranty claims remain unaffected.

2. Warranty, limitation period

The Company is entitled to rectification twice. The limitation period for warranty claims is one year from acceptance of the performance. If the Company is liable in accordance with clause A. 10. the statutory limitation period continues to apply.

3. Contract duration and termination

The software service agreement is initially entered into for the duration of one year. It is extended by another year each time if it is not terminated by one of the parties through giving notice of three months before the end of the contract year. This does not affect termination without notice for substantial reason.

D. Software purchase and lease agreements

1. Utilisation rights/ licences

If the Company provides the Customer with software for purchase (file / data carrier) or lease (software as a service) the Customer may only utilise it in accordance with the ”End-User Licence Agreement” (EULA). The Customer must agree to this prior to utilisation.

2. Initial defects

If the contractual object is a software lease, liability without fault according to section 536 a paragraph 1 BGB is excluded.

3. Software requirements

The Company does not guarantee that its software is compatible in content with the Customer's (third party) software.

4. Performance modifications

During a software lease the Company is entitled to modify or discontinue the software functions. Modification or discontinuation shall be notified to the Customer within a notice period of four weeks. If a function is discontinued without replacement, the Company shall recalculate the lease price for the remaining software function. If the Customer does not issue an extraordinary and immediate notice within the four week notification period or continues to use the software without reservation during this period, the contract shall be continued subject to the modified conditions notified by the Company.

5. Warranty, limitation period

The Customer must complain about defects without delay after detection. For the purchase of software the warranty period is one year. If the Company is liable in accordance with clause A. 10. the statutory limitation period continues to apply.

6. Contract duration and termination

Software lease agreements are initially entered into for the duration of one year. They are extended by another year each time if they are not terminated by one of the parties through giving notice of three months before the end of the contract year. This does not affect termination without notice for substantial reason.
(Last updated: February 2017)