General Terms and Conditions - Schleißheimer - Soft- und Hardwaresysteme & CAN-Bus Tools

Terms and Conditions for the Delivery and Maintenance of Software Products and the Delivery of Customer-Specific Hardware by Schleissheimer GmbH, Nieder-Woellstadt (Germany)

I. Delivery of Software Products

§ 1 Scope of Contract

1.1

The software products (in the following referred to as the ”programs”) shall operate as specified in the product description and more detailed in their user documentation. The user documentation may describe functions not ordered by the customer. The programs shall embody all legal and other provisions the programs must comply with.

1.2

Schleissheimer shall provide the programs to the customer in machine-readable format (object code) on data storage media or via download from the internet. Unless otherwise agreed, Schleissheimer may deliver the programs by e-mail. Schleissheimer shall provide the user documentation either in electronic format or as a printed copy.

In the event Schleissheimer’s programs have interfaces for interoperability with other programs, Schleissheimer shall provide information for the use of the interfaces, if so requested by the customer, subject to reimbursement of Schleissheimer’s expenses. The customer may pass such information on to other contractors to the extent necessary.

1.3

To the extent that programs are specified in the contract as products of pre-suppliers, Schleissheimer shall only be liable for the correctness of features of these products as they are substantial for the usage of the application programs of Schleissheimer. Other than the foregoing, Schleissheimer does not assume any warranties or liabilities, neither express nor implied, for any information in the product descriptions of the respective manufacturers.

For these programs Schleissheimer shall not assume any duty for defect removal or for maintenance services. However, in cases of material defects, Schleissheimer shall use its best endeavours for defect removal by the manufacturer to the extent that the manufacturer agrees to it in accordance with its business policy.

Schleissheimer only grants the customer to use these programs together with the programs of Schleissheimer.

§ 2 Right of Use of the Customer

2.1

Schleissheimer shall grant the customer the right to use the programs within the limits of the scope defined in the contract, for the customer’s own purposes and for the purposes of the customer's group of companies in accordance with §§ 15 ff. AktG (German Stock Act).

2.3

The license fee for the right of use is determined by the agreed extent of the customer’s right of use. If the customer wants to modify its right of use, the customer must obtain approval by Schleissheimer and pay respective compensation, in advance of the modified use.

2.3

The customer agrees to use the programs only on configurations Schleissheimer has declared to be compatible with the programs. The customer shall inform Schleissheimer of any modifications of the customer’s configuration without delay.

2.4

The customer may transfer the granted right of use per program to another user if the customer confirms to discontinue the use of the programs and if the new user accepts in writing towards Schleissheimer to take over all obligations to the protection of the programs and to comply with the restrictions of the right of use as they were agreed on between the customer and Schleissheimer.

If Schleissheimer has granted the customer an unlimited right of use, this right of use is not transferable.

2.5

The customer may only modify or extend the programs and the included documentation within the possibilities granted by the provided administrator functions and rights.

§ 3 Performances

3.1

It shall be the responsibility of the customer to install the programs on the customer's IT systems. At the request of the customer and in return for compensation based on its expenses, Schleissheimer shall install the programs and execute a brief training session. In this case, the customer shall confirm successful installation in writing.

If it is agreed that Schleissheimer will install the programs, the customer shall ensure that qualified operating staff are available at latest by the time of installation.

Schleissheimer strongly recommends that the customer train its employees in a training course by Schleissheimer.

3.2

It shall be the responsibility of the customer to bring the programs into operation. To this end, the customer shall inspect the programs under their conditions of use before the customer uses the programs productively. In this Schleissheimer shall assist the customer upon request in return for compensation based on expense.

3.3

The customer shall examine all Schleissheimer performances for defects without delay, if appropriate in the proper course of business. In particular, the customer shall also examine programs designed only for occasional use.

3.4

Schleissheimer shall appoint a customer advisor; the customer shall appoint a contact person. The customer advisor and contact person shall either make decisions or bring about decisions without delay. The customer advisor shall record decisions in writing. The contact person shall be available to Schleissheimer to provide all necessary information. Schleissheimer shall be obliged to involve the contact person if necessary for the execution of the agreement.

3.5

If the usage of the programs is ended by the customer for whatever reason, the customer shall return all copies of the programs and notify Schleissheimer in writing that the customer has done so, if so requested by Schleissheimer. The customer may not claim refunds of any consulting or support services Schleissheimer has rendered to the customer.

§ 4 The Customer's Duties on Software Protection

4.1

The customer acknowledges that the programs, including the user documentation and additional documents, even in future versions, are copyright-protected and constitute business and trade secrets proprietary to Schleissheimer. The customer shall ensure with no limit in time that the programs are protected from misuse.

If Schleissheimer provides programs in source code, the customer shall make these accessible to any third party with Schleissheimer’s prior written consent only. Schleissheimer shall not unreasonably withhold such consent. Schleissheimer is not bound to enable the customer to obtain maintenance services for the programs from a third party.

4.2

The customer is allowed to make copies of the software for backup or replacement purposes only; in case of programs provided as source code, the customer is allowed to make copies for debugging purposes.

4.3

The customer shall not create programs derived from the programs.

The customer shall use the user documentation for internal purposes only and only copy it to the extent admissible with regard to the customer’s right of use. The customer shall not translate, modify or extend the user documentation or develop any works based on the user documentation.

§ 5 Special Terms and Conditions for Contracts on Hire or Hire Purchase of the Programs

5.1

If a hire or hire purchase contract is agreed on, the customer shall pay the hire charges monthly in advance. Schleissheimer is entitled and obliged to adapt the monthly charge if Schleissheimer adapts its list prices for the maintenance of purchased programs. Schleissheimer shall announce raises of hire charges giving three (3) months’ notice. In this event the customer may terminate the contract at any time before raised charge becomes effective.

5.2

In addition, the terms and conditions of §§ 1 through 4 shall apply, disregarding the terms and conditions set forth in § 2.4 (resale of the programs) and the terms and conditions set forth in § 1.3 (customer’s title on the programs).

5.3

The limitation of the warranty period set forth in § 17.2 shall not be applicable. The customer’s right to request rescindment of the contract in accordance with § 18.1 shall be replaced by the customer’s right to an extraordinary notice of cancellation. The yearly hire charges at the time of the breach of the contract shall be set as the contract value in accordance with § 15.2 and § 18.3.

5.4

With respect to hire or hire purchase contracts, Schleissheimer’s maintenance services are compensated by payment of the hire charges. Details shall be specified in the contract. In addition, the terms and conditions of §§ 9 through 12 shall apply with respect to hire or hire purchase contracts.

II. Customer Specific Programming

§ 6 Scope

6.1

The customer may use the modifications and enhancements of the standard programs to the same extent as the customer is entitled to use the related standard programs.

6.2

Schleissheimer shall deliver modified standard programs in object-code only. Schleissheimer shall deliver enhancements of the standard programs or other additional individual programs in source code if this is agreed upon in the contract only. Documentation of the source code shall only be delivered if this is expressly agreed upon in the contract.

6.3

Schleissheimer shall deliver a user documentation only if expressly agreed upon in the contract. In this event the following shall apply: The user documentation for modifications and enhancements need not be integrated into the user documentation of the related standard programs, but shall be delivered as an addition thereto.

§ 7 Performance

7.1

If it is necessary to detail the customer's requirements listed in the contract or requested pursuant to § 8.1, Schleissheimer shall develop a detailed specification with the customer's assistance and shall submit it to the customer for approval. The customer shall respond in writing within 14 days. Unless otherwise agreed, Schleissheimer shall be recompensed by the customer for this performance on the basis of time and material.

7.2

The approved detailed specification is the binding basis for subsequent programming. During programming, the specification may be further detailed with the customer's assistance.

7.3

In addition § 3 shall apply accordingly.

§ 8 Change Requests

8.1

If the customer requests Schleissheimer to undertake any modification of the agreed requirements, including any addition to it, and if the requested modification is reasonable and acceptable, Schleissheimer must agree. If the realization of such a request results in any burden on Schleissheimer’s side, Schleissheimer is entitled to an appropriate adaptation of the terms of the contract, in particular to the extension of time for the completion of the programming and/or to additional compensation.

8.2

Modifications and resulting adaptations of the terms of the contract must be confirmed in writing by both parties. If the customer requests a modification orally, Schleissheimer may request the customer to give it in writing or Schleissheimer may confirm it in writing. The wording of such confirmation of Schleissheimer shall be deemed to express the customer's requirement correctly unless the customer objects in writing without delay.

8.3

Schleissheimer shall submit its request according to § 8.1 without delay. The customer shall notify Schleissheimer without delay if the customer refuses the requested adaptation.

III. Maintenance and Support for the Programs

§ 9 Subject Matter

9.1

If maintenance and support are agreed on in the contract, maintenance and support services shall include the delivery of further developed versions of the programs, the remedy of defects and telephone support during the usual business hours of Schleissheimer, in return for a lump-sum compensation.

Support shall be performed starting with the installation of the programs.

9.2

The amount of the maintenance lump-sum shall be agreed upon in the contract. All other performances shall be compensated separately, in particular the installation of further developed versions, the transfer of customer specific modifications to further developed standard versions, and the adaptation of customer specific enhancements to further developed versions.

9.3

The maintenance and support agreement shall run for an indefinite period of time. It may be terminated by the customer or by Schleissheimer to the end of a contract year, in writing, giving three (3) months’ notice.

Schleissheimer may not terminate until the end of the third support year, but shall be entitled to termination with alteration to the agreement within that period on objective grounds, particularly in the event support for system software required by the programs or other software needed for the operation of the programs is limited by the supplier thereof.

§ 10 Correction of Defects

10.1

Defects are defined as deviations from the features the programs should have according to Schleissheimer’s specifications for the respective version or from features the programs should have for customary usage.

10.2

The duty to remove defects as a specified performance and to provide telephone support shall apply to the latest released version of the program. Support for the preceding version shall end six (6) months after release of the subsequent version. However, such duty shall continue to exist if the acceptance thereof would be unreasonable to the customer, provided Schleissheimer is capable of rendering such performances. In the above case, Schleissheimer is entitled to claim added costs and expenses, including costs and expenses accruing for maintenance of the required support and maintenance environment.

10.3

§ 17 shall apply accordingly for the execution of defect removal as a specified performance.

§ 11 Further Development of the Programs under Maintenance

11.1

Schleissheimer shall deliver further developed standard versions including associated documentation to the customer as set forth in § 1.2, after the release of such versions by Schleissheimer. The above shall not apply to enhancements Schleissheimer offers separately as new programs in Schleissheimer’s price list.

The customer shall test new versions before using them for productive purposes.

11.2

In the event the manufacturer of the system software necessary for use of the programs for which Schleissheimer performs maintenance and support releases a new version of the system software under a maintenance agreement with Schleissheimer, Schleissheimer shall examine after the availability thereof whether such version works properly with Schleissheimer’s programs under maintenance with the customer. If that is the case, Schleissheimer shall release such version (cf. § 2.3). Otherwise, Schleissheimer shall adapt Schleissheimer’s programs to the further developed version of the system software within a reasonable period. The reasonable period shall begin upon the release and availability thereof for Schleissheimer.

11.3

For system software whose manufacturers do not offer new versions within the framework of maintenance and support performances, instead offering new generations for sale from time to time, the following shall apply: In the event the manufacturer offers improvements (e.g. service packs), Schleissheimer shall act in accordance with § 11.2.

In the event the manufacturer offers a new generation, Schleissheimer shall evaluate if Schleissheimer adapts Schleissheimer’s programs to the new generation with due regard for user requirements. In the event Schleissheimer adapts Schleissheimer’s programs to the new generation, Schleissheimer shall only further develop the programs on this basis.

11.4

The customer shall ensure that the customer’s IT-equipment, particularly the system software thereof meets the state of technology required by the programs under maintenance within the framework of further development in accordance with § 11.2 and § 11.3. Schleissheimer shall notify the customer promptly which state of technology must be provided when for maintenance and support services.

The customer shall not introduce a new system software version until Schleissheimer has released the programs for such version (cf. § 2.3).

The customer shall notify Schleissheimer in advance if the customer plans to install a new version of the required system software.

11.5

§ 11.2 through § 11.4 shall apply accordingly for other third-party programs with which Schleissheimer’s programs are to work together. § 11.3 and § 11.4 shall also apply for third-party programs which are freeware or in the public domain (e.g. Linux).

11.6

Schleissheimer agrees to further develop the respective current version if changes in legal regulations or other provisions applicable for the programs require such development.

11.7

Not covered by the lump-sump maintenance compensation shall be the inclusion of changes pursuant to § 11.2 through § 11.6 which can only be realized through full or partial reprogramming of the programs, or changes pursuant to new regulations or provisions. In such a case, Schleissheimer may request a reasonable additional compensation with due regard for all customers which require and request reprogramming.

11.8

Schleissheimer shall keep a further developed version of the programs compatible with the preceding version with regard to Schleissheimer own performances. However, if circumstances not attributable to Schleissheimer cause the incompatibility of the programs, e.g. if pre-supplier programs cause the incompatibility, Schleissheimer shall only be obliged to transmit the migration aids provided by the pre-supplier.

§ 12 Compensation for Maintenance

12.1

The lump-sum compensation shall be calculated in accordance with the specified scope of use (cf. § 2.1). The compensation shall be adjusted as soon as such scope increases.

12.2

The customer shall pay the lump-sum compensation annually in advance.

12.3

Schleissheimer is entitled to request the compensation which Schleissheimer charges upon the conclusion of new maintenance agreements pursuant to the price list, effective next calendar year, with a notice period of three (3) months. Schleissheimer shall be obliged to pass on reductions without a notice period.

§ 13 Maintenance of Customer Specific Programming

13.1

As long as there is an agreement on basic maintenance of the standard programs, Schleissheimer shall render maintenance for the programming performed for the customer subject to remuneration on the basis of costs. The correction of defects shall be free of charge during the warranty period.

13.2

If maintenance is agreed subject to a comprehensive charge, Schleissheimer shall render the same services as for the standard programs. The lump-sum payment shall also cover transfer of modifications/enhancements onto newer versions of the standard programs, and if needed the adaptation of the customer’s individual programs to new versions. The customer is entitled to terminate the maintenance agreement to the end of the current maintenance year with a notice period of three (3) months pursuant to § 9.3 regardless of the termination of the maintenance of the standard programs.

IV. Customer-Specific Hardware

§ 14 Delivery of Customer-Specific Hardware

14.1

The characteristics of customer-specific hardware products are based on the respective product description inside the specification sheet, and, additionally in the user documentation of used components. Legal requirements or other similarly binding regulations shall be adhered to.

In the event that customer-specific hardware produced by Schleissheimer has interfaces for interoperability with other programs, Schleissheimer shall provide information for the use of the interfaces, if so requested by the customer, subject to reimbursement of Schleissheimer’s expenses. The customer may pass such information on to other contractors to the extent necessary.

Customer-specific hardware is considered according to agreement if it adheres to the specifications inside the specification sheet or other written agreements, accounting for industry-typical tolerances.

14.2

To the extent that hardware components are specified in the contract as components of pre-suppliers, Schleissheimer shall only be liable for the correctness of features of these components as they are substantial for the usage of Schleissheimer’s hardware. Schleissheimer does not assume any warranties or liabilities, neither expressed nor implied, for any information in the product descriptions of the respective manufacturers.

For these components, Schleissheimer shall not assume any duty for defect removal or for maintenance services. However, in cases of material defects, Schleissheimer shall use its best endeavours for defect removal by the manufacturer to the extent that the manufacturer agrees to it in accordance with its business policy.

Schleissheimer only grants the customer the right to use these components together with the customer-specific hardware by Schleissheimer.

§ 15 Rights of Use of the Customer

15.1

Schleissheimer shall grant the customer the right to use acquired customer-specific hardware within the limits of the scope defined in the contract, for the customer’s own purposes and for the purposes of the customer's group of companies in accordance with §§ 15 ff. AktG (German Stock Act).

15.2

The customer agrees to use customer-specific hardware only in environments Schleissheimer has declared to be suitable for the hardware. The customer shall inform Schleissheimer of any usage in other environments.

15.3

The customer may transfer the granted right of use of hardware to another user if the new user accepts in writing towards Schleissheimer to take over all obligations to the protection of Schleissheimer’s rights and to comply with the restrictions of the right of use as they were agreed on between the original customer and Schleissheimer.

If Schleissheimer has granted the customer an unrestricted right of use, this right of use is not transferable.

15.4

The customer shall not modify or enhance the hardware or the related documentation in any way.

§ 16 Performances

16.1

The shipment of customer-specific hardware shall be at the risk of the customers as soon as it leaves Schleissheimer’s company location, no matter whether it is shipped as a bulk order, or without shipping fee, or carried out by Schleissheimer itself. Risk passes to the customer as soon as customer-specific hardware is handed over to the customer’s authorized transport agent.

If shipments are delayed due to reasons that Schleissheimer cannot be held accountable for, customer-specific hardware is stored at cost and risk of the customer as soon as readiness for shipment has been notified.

16.2

It shall be the customer’s duty to put customer-specific hardware into operation. To this end, the customer shall inspect the hardware under their conditions of use before the customer uses it productively. Any visible or apparent defects shall be reported in writing to Schleissheimer within 8 days. Claims due to damages shall only be considered, if the customer had the state of the hardware checked by the transporter or one of the customer’s employees. Any damages or defects that were not apparent must be reported immediately after detection, at latest within 8 days after delivery.

Schleissheimer is prepared to assist the customer in this respect upon request in return for compensation based on expense.

16.3 § 17 The Customer’s duty on Protection of Hardware

17.1

The customer acknowledges that the hardware, including the user documentation and additional documents, even in future versions, are copyright-protected and constitute business and trade secrets proprietary to Schleissheimer. The customer shall ensure with no limit in time that the programs are protected from misuse.

17.2

The customer does not have the right to create hardware based on the customer-specific hardware supplied by Schleissheimer. The customer shall use the user documentation for internal purposes only and only copy it to the extent admissible with regard to the customer’s right of use. The customer shall not translate, modify or enhance the user documentation or develop any works based on the user documentation.

V. General Terms and Conditions

§ 18 Charges and Payments

18.1

The provision compensation shall be due after delivery is made. The period of delivery begins with confirmation of the order.

18.2

All support performances (particularly pre-installation support, preparations for use, installation and demonstration of operational readiness, conversion of old data, instruction, training or consulting) shall be compensated based on expense, unless otherwise agreed. Hourly rates, travel expenses and ancillary costs in this regard shall be in accordance with Schleissheimer’s price list. Schleissheimer may invoice monthly.

18.3

Payments shall be made in full within 30 days after receipt of the invoice by the customer.

18.4

All prices named exlude VAT.

18.5

If payments are delayed, the customer shall not be allowed to use the programs or customer-specific hardware.

§ 19 Disruptions in the Performance, Default

19.1

In the event that a cause for which Schleissheimer is not responsible, including strikes or lockouts, impairs compliance with a deadline, Schleissheimer may request reasonable extension of the deadline. In the event the expense is increased due to a cause falling within the scope of responsibility of the customer, Schleissheimer may request reimbursement for its added expenses as well.

19.2

In the event Schleissheimer defaults for over 30 days, the customer may request a contractual penalty in the amount of 0.5 % of the value of the performances or deliveries which cannot be used for the intended purpose for each additional week from that date, in total no higher than 5 % of the contract or order value,. In the event of default in the delivery of a further developed version within the framework of support performances (cf. § 8), the annual lump sum for support then due shall be set as the contract value.

§ 20 Remote Support

20.1

On request by Schleissheimer, the customer shall enable Schleissheimer to perform remote support (diagnosis, corrections, transfer of new versions) to the extent technically possible. In concert with Schleissheimer, the customer shall at its own expense provide a telecommunication connection as needed to meet the requirements, so that the IT systems can be connected. The customer shall pay for the communication costs, unless otherwise agreed.

20.2

Access to the customer’s IT system by Schleissheimer shall be made using a user profile/password provided by the customer. For security and privacy purposes, the customer shall release the connection for usage. Schleissheimer shall inform the customer of the works performed by Schleissheimer.

20.3

If the customer does not enable Schleissheimer to perform remote support, the customer shall reimburse Schleissheimer’s additional costs, in any event travel time and additional costs for the correction of defects.

20.4

If the customer transfers data to Schleissheimer for their restoration or for the search of defects, Schleissheimer shall establish all technical and organizational measures in Schleissheimer’s organization equivalent to those the customer has to establish for security and privacy pursuant to the laws and statutes on data protection applicable to the customer. At the customer’s request, details shall be agreed on separately.

§ 21 Agreements on the Remedy of Defects

21.1

In the event defects occur during contractual use of the programs or customer-specific hardware, the customer shall give comprehensive notice of such defects, specifying information useful for identification of the defect, and, upon the request of Schleissheimer, in writing.

Precondition for all claims against Schleissheimer regarding software shall be that the defect is reproducible or can be displayed through automatic log files. Preconditions for claims regarding customer-specific hardware are to be recorded in writing inside the specification sheet.

The customer shall assist Schleissheimer, within reasonable limits, in the removal of defects, particularly transmitting the program as used upon occurrence of the defect at the request of Schleissheimer, providing computing time or integrating replacement deliveries provided by Schleissheimer.

21.2

Schleissheimer shall correct defects both in programs as well as in customer-specific hardware either by correcting the defects, replacement or compensation delivery, at its option (subsequently called “supplementary performance”). Schleissheimer shall render the supplementary performance within a reasonable period,

In the event of defects which seriously impair use of a program, Schleissheimer shall provide a workaround solution prior to the final supplementary performance, if necessary, so that the defect no longer has a serious impact.

Schleissheimer need only remove other defects at the time scheduled by Schleissheimer within the framework of proper version support. Schleissheimer shall provide workaround solutions for such defects as well if such is reasonable for Schleissheimer

To the extent that programs are specified in the contract as products of pre-suppliers, Schleissheimer shall only be liable for supplementary performance or workaround solutions as described in the preceding paragraphs, if this is feasible and reasonable for Schleissheimer. If such performance shall not be feasible and reasonable for Schleissheimer, Schleissheimer shall use its best endeavors to seek supplementary performance/workarounds by the respective manufacturer

Claims against Schleissheimer are rendered invalid if defects result from using customer-specific hardware in unsuitable environments or purposes on behalf of the customer. The same applies if the hardware is modified or repaired by a third party without Schleissheimer’s explicit consent.

21.3

The duty for supplementary performance shall expire for programs or hardware which the customer modifies or in which the customer otherwise intervenes, unless the customer demonstrates that the intervention did not cause the defect.

21.4

Schleissheimer shall request reimbursement for its own expenses based on Schleissheimer’s support price list in the event Schleissheimer performed work based on receiving customer’s notice of a defect and on the customer’s expressed wish (beyond telephone support in accordance with § 9.1) if the customer fails to demonstrate a defect.

§ 22 Schleissheimer’s Liability

22.1

In the event Schleissheimer defaults on its performances (through delivery) or supplementary performances (through removal of defects or replacement delivery), the customer may set a reasonable period for performance/supplementary performance. If the period expires without result, or if the performance/supplementary performance ultimately fails in any other manner, the customer may assert its statutory claims and/or damage claims as described in §

22.2

Schleissheimer may request a period for the customer to declare whether the customer still requests primary or supplementary performance. If the customer does not request primary or supplementary performance within this period, the customer shall no longer be entitled to claim it.

22.3

Schleissheimer – including any person engaged in performing any obligation under this contract – shall be liable for damages under any claim based on normal negligence only, if Schleissheimer breaches a basic obligation under this contract. In this event, Schleissheimer’s liability shall be restricted to the higher of the following amounts:

EUR 50,000.00,
The contract value,
The characteristic and foreseeable damage.

In the event of claims on the grounds of a maintenance agreement, the yearly comprehensive maintenance charge for the year, in which the damage occurs, shall be taken as the contract value.

The customer is entitled to claim for a higher maximum, but Schleissheimer may then require a surcharge for the aggravated risk.

The restrictions shall not apply if and to the extent to which damages are covered under Schleissheimer’s business liability insurance and the insurance company has effected payment to Schleissheimer. Schleissheimer agrees to maintain the coverage of this insurance as given at the time of the execution of the contract.

Claims for personal injury and claims on the grounds of the German Product Liability Act (Produkthaftungsgesetz) shall remain unaffected.

22.4

The regulations of § § 22.1 to 22.3 apply accordingly in the case of free provision of goods and services by Schleissheimer.

§ 23 Confidentiality Obligations

23.1

Schleissheimer shall keep the customer's trade and business secrets confidential for an unlimited period of time, as well as all other information obtained by Schleissheimer under or in connection with this contract designated in writing as confidential by the customer. However, Schleissheimer shall have no obligation with respect to any information which is (i) already in Schleissheimer’s possession at the time of the execution of the contract, (ii) independently developed by Schleissheimer, or (iii) which is publicly known through no wrongful act of Schleissheimer.

23.2

Notwithstanding § 23.1, Schleissheimer is not obliged to keep confidential any of Schleissheimer’s ideas, concepts, know-how or techniques related to the development of software.

23.3

Schleissheimer shall obligate its employees to observe the above confidentiality obligations.

23.4

Schleissheimer may include the name the customer and a brief description of the rendered performances in a reference list. All other advertising references to the customer shall be discussed in advance with the customer.

§ 24 Miscellaneous

24.1

The contract and its modifications require written form.

24.2

The contract shall conform with and be governed by the laws of the Federal Republic of Germany without regard to its choice of law rules and excluding the provisions of the United Nations Convention on Contracts for the International Sale of Goods.

24.3

If the customer is merchant in terms of law exclusive venue shall be Schleissheimer’s main place of business.