Conditions

1 Scope

(1) The following General Terms and Conditions (GTC) of TIRETASK GmbH, Im Mediapark 5, 50670 Cologne (hereinafter “TIRETASK”) apply to all software transfer and maintenance contracts that TIRETASK concludes with its customers if the contractual partner is a company or a legal entity under public law or a special fund under public law.

(2) Conflicting general terms and conditions of the customer only apply if and to the extent that they are expressly acknowledged in writing by TIRETASK.

(3) These General Terms and Conditions are subject to change to an extent that is reasonable for the customer. The currently valid terms and conditions are available at https://tiretask.de/agb.

2 Subject of the contract

(1) TIRETASK installs the contractually agreed standard software at the customer's premises and makes it available to the customer for use for the term of the contract (software rental).

(2) TIRETASK takes over the software maintenance services for the contractually agreed standard software (software maintenance) for the term of the contract.

(3) The customer undertakes to pay the rent for the software provided and to pay the remuneration for the software maintenance service as well as any other contractually agreed fees.

3 Scope of services

(1) The contractually owed software is standard software. It meets the criterion of practical suitability and is of standard market quality, but not free of defects.

(2) TIRETASK installs the software at the customer's site and makes it available to the customer ready for use.

(3) TIRETASK grants the customer the simple, non-transferable right to use the software specified in the contract as intended for the duration of the contract. The customer purchases a device license in each case. This entitles him to use the software on the device (tablet) specified in the contract. The number of licenses purchased is determined in the contract.

(4) TIRETASK takes over the maintenance of the contractually agreed software. The software is only subject to maintenance in the current version and the previous version. Apart from the respective previous version, the customer has no right to have TIRETASK maintain an older and the current version at the same time. If the customer wishes this, he must make a separate agreement about this with TIRETASK.

4 Rights and Responsibilities

(1) The customer may not make any modifications to the program unless these are necessary for its intended use. Reworking is permitted if it is necessary to eliminate a defect and TIRETASK is in default in correcting the defect, refuses to rectify the defect without justification or is unable to rectify the defect immediately for other reasons attributable to its area of responsibility. A revision is also permitted if it is necessary to correct compatibility problems in the interaction of the program with other programs required by the customer and TIRETASK is not willing or able to eliminate these as part of the software maintenance owed.

(2) The customer may not commission third parties who are competitors of TIRETASK to take measures in accordance with paragraph 1, unless the customer can prove that the risk of disclosing important operational and business secrets of TIRETASK (in particular the functions and design of the program) is excluded .

(3) Decompilation of the program is only permitted if the requirements and conditions specified in Section 69 e Para. 1 UrhG are met. The information obtained in this way may not be used or passed on contrary to the provisions of Section 69e Para. 2 UrhG.

(4) Identifications of the software, in particular copyright notices, trademarks, serial numbers or similar, may not be removed, changed or made unrecognizable. In this context, the customer tolerates any links and/or product labels within the software's user interface.

(5) The customer is not entitled to pass on the software to third parties, in particular to sell or rent it, without TIRETASK's permission.

(6) Any demonstration and/or presentation of the software to third parties, regardless of the purpose, is prohibited.

(7) Dependent use by the customer's employees or other third parties subject to the customer's authority is permitted within the scope of intended use.

(8) The customer must take appropriate precautions to protect the software from unauthorized access by third parties. He will store any (original) data carriers and documentation in a secure location. He will point out to his employees and other persons authorized for dependent use in accordance with paragraph 7 that making copies beyond the contractual scope is not permitted.

(9) TIRETASK is entitled to evaluate and use non-personal data generated by the use of the software for statistical and marketing purposes.

(10) TIRETASK takes appropriate measures with regard to securing and backing up the software and therefore owes regular backups in accordance with the current state of the art. Section 9 Paragraph 4 of these General Terms and Conditions applies accordingly.

(11) As part of the owed software maintenance, TIRETASK begins to remedy the defect immediately after the customer reports a defect, taking into account the respective situation, in particular the cause, severity and effects of the defect. TIRETASK will document the defect report. As soon as TIRETASK becomes aware of it, the customer will be informed about the possible cause of the defect and subsequently at appropriate intervals about the respective status of the defect elimination. If it is a defect that prevents operations and it is not possible to rectify the defect within 2 days of receipt of the defect report (“restoration time”), TIRETASK will inform the customer immediately, stating the reasons and the period of time that is expected to be required to rectify the defect , communicate. A defect that prevents operation exists if the use of the program is impossible or is severely restricted, for example due to malfunctions, incorrect work results or response times, and this defect cannot be circumvented with reasonable technical and/or organizational aids). The classification of a defect as a defect preventing operation is made by mutual agreement between the contracting parties. If the contracting parties do not reach an agreement immediately, TIRETASK will decide on the classification at its reasonable discretion. Measurement of recovery time compliance occurs only within TIRETASK's general service time. This is Monday to Friday from 9:00 a.m. to 5:00 p.m. The restoration time begins when a proper defect report is received. A defect report is proper if the customer has sufficiently fulfilled his obligation to cooperate in accordance with Section 5 with regard to the description of the defect. The following also applies to measuring the recovery time:

• The recovery period is suspended from the moment TIRETASK notifies the customer that the defect has been eliminated.
• If the customer confirms that the defect has been eliminated, the end of the restoration time is the time at which TIRETASK notified the customer that the defect has been eliminated.
• If the customer substantively declares within 14 days after TIRETASK notified the customer that the defect has been eliminated that the defect has not been eliminated - contrary to TIRETASK's notification - the restoration time continues from the time the customer's declaration is received.
• If, within a period of 14 days after TIRETASK notified the customer that the defect has been eliminated, the customer neither confirms that the defect has been eliminated nor provides a substantiated statement from the customer that the defect has not been eliminated, the defect is deemed to have been eliminated.

5 Customer’s obligations to cooperate

(1) The customer will support TIRETASK to an appropriate extent in fulfilling the services at his own expense. The customer's obligations to cooperate are genuine contractual obligations of the customer.

(2) The customer will, upon request by TIRETASK or as far as it is clearly necessary for him, in particular

• during the term of the contract, appoint in writing a person responsible who has all decision-making authority and authority necessary for the purposes of implementing this agreement;
• Report defects immediately upon discovery.
• In the event of defect reports, observe the symptoms that have occurred, the program as well as the system and hardware environment in detail and TIRETASK will report a defect by providing information useful for eliminating the defect, such as the number of users affected, a description of the system and hardware environment and, if applicable, simultaneously loaded third-party software, and documents in Report in text form;
• assist TIRETASK (to the best of its ability) in finding the cause of the defect and (if necessary) encourage its employees to cooperate with TIRETASK's representatives;
• grant the employees commissioned to carry out TIRETASK's services access to the computers on which the software to be maintained is stored and/or loaded;
• Install the programs and/or program parts (patches, bug fixes, etc.) received from TIRETASK (immediately) following further instructions from TIRETASK and comply with the suggestions and instructions for correcting defects submitted by TIRETASK;
• keep all data used or generated in connection with the maintained software available in machine-readable form as a backup copy, which enables lost data to be reconstructed with reasonable effort;
• TIRETASK can provide remote access (VPN connection or remote desktop sharing) at its own expense (including connection costs). TIRETASK will take appropriate measures based on the state of the art to prevent virus infections or other impairments of the customer's system.

(2) If TIRETASK is of the opinion that the customer is not providing the cooperation service required of it in accordance with the contract, TIRETASK will inform the customer of this immediately and set the customer a reasonable grace period for the provision of the cooperation service; If necessary, TIRETASK will inform the customer of any adverse consequences of failure to provide the cooperation service in accordance with the contract within the scope of the grace period. As long as cooperation services are not provided in accordance with the contract, TIRETASK is not responsible for any resulting service disruptions.

(3) Additional expenses incurred by TIRETASK due to the non-contractual provision of the cooperation service may be invoiced to the customer separately. Any further claims of TIRETASK remain unaffected.

6 Compensation

The contractually agreed total compensation is due monthly in advance. The remuneration owed under the contract is due monthly in advance from the date of successful installation of the software at the customer and on the same day of the following month.

7 Material and legal defects

(1) TIRETASK guarantees that the services are not subject to material and/or legal defects. A defect exists if the services (a) do not have the agreed quality, (b) are not suitable for the contractually stipulated use or (c) are not suitable for normal use and do not have the quality that would apply to services of the same type Type is usual and which the customer can expect depending on the type of service.

(2) If it is legally established that TIRETASK's services infringe the rights of third parties, the customer will, at his own discretion, either obtain the necessary right of use for the infringed rights for TIRETASK at his own expense or replace or modify the services in such a way that they do not infringe the rights violate more, but continue to comply with the contractual agreements. Provided that TIRETASK has acted culpably with regard to the infringement, the customer immediately informs TIRETASK of the assertion of claims due to alleged infringement of third party rights through TIRETASK's services by third parties, leaves TIRETASK the sole legal defense and assists TIRETASK to a reasonable extent supports the defense of such claims, TIRETASK will indemnify the customer against all such claims from third parties and the associated costs for the legal defense of third parties. The exclusions and limitations of liability in accordance with Section 9 apply.

(3) If TIRETASK does not succeed in eliminating a material and/or legal defect within a reasonable period of time, the customer is entitled to set TIRETASK a reasonable grace period. If restoration times have been defined contractually, these are considered a reasonable period in the sense of the previous sentence with regard to material defects. If the appropriate grace period has expired without success, the customer is entitled to appropriately reduce the contractually owed remuneration. Termination of the contract or withdrawal from the contract is excluded; This does not affect the customer's right to terminate the contract for good cause.

(4) The provisions of this § 7 are final with regard to material and legal defects. The right to terminate for good cause as well as the right to assert claims for compensation due to wasted expenses or claims for damages within the scope of the limitation of liability in accordance with Section 9 remain unaffected.

(5) Claims due to defective services expire within one year. This does not apply to claims for damages due to injury to life, body or health that are based on a culpable breach of duty by TIRETASK or a negligent breach of duty by a legal representative or vicarious agent of TIRETASK. This does not apply to claims for other damages that are based on an intentional or grossly negligent breach of duty by TIRETASK or a legal representative or vicarious agent of TIRETASK.

(6) The liability for material and legal defects expires if the customer or third parties make changes to the contractually owed software that TIRETASK has not expressly agreed to in advance. This does not apply if the customer explains and proves that the defect is not due to the changes and that these did not make it more difficult to identify and eliminate the defect.

8 Contract duration / termination / return

(1) The contract becomes effective when signed by both contracting parties and is initially valid for two contract years. It will then be extended for another contract year unless it is terminated by one of the contracting parties three months before the end of a contract year.

(2) The right to extraordinary termination for good cause remains unaffected.

(3) Termination, regardless of the reason, must be in writing to be effective.

(4) Upon termination of the contractual relationship, the customer must return the software to TIRETASK on any original data carriers provided, including manuals and documentation. Any copies of the software provided must be completely and permanently deleted.

(5) Instead of returning it, TIRETASK can also demand the deletion of the software provided and the destruction of the manuals and documentation provided.

(6) Any use of the software after termination of the contractual relationship is not permitted.

9 Liability

Liability for claims for damages and claims for reimbursement of wasted expenses, regardless of the legal basis, is determined as follows:

(1) TIRETASK has unlimited liability for damage caused intentionally or through gross negligence by legal representatives or vicarious agents of TIRETASK.

(2) In the event of a slightly negligent breach of essential contractual obligations by TIRETASK, the obligation to pay compensation is limited to the foreseeable damage that is typical for the contract. Furthermore, liability for damage caused by slight negligence is excluded. Paragraph 3 remains unaffected. A contractual obligation is essential if the fulfillment of this obligation enables the execution of the contract in the first place and the customer can rely on compliance with this obligation.

(3) Liability for personal injury, i.e. for injury to life, body or health, is unlimited. Legally mandatory liability, for example under the Product Liability Act, remains unaffected.

(4) In the event of loss or destruction of data, TIRETASK is only liable if the destruction was caused intentionally, through gross negligence or due to a breach of an essential contractual obligation. A contractual obligation is essential if the fulfillment of this obligation enables the execution of the contract in the first place and the customer can rely on compliance with this obligation. TIRETASK's liability is limited to the amount of damage that would have occurred even if the customer had properly backed up the data.

(5) All claims under this § 9 expire within 1 year; With regard to the start of the limitation period, Section 199 Paragraph 1 of the German Civil Code (BGB) applies. This does not apply in cases of liability due to intent, gross negligence, personal injury or in cases of mandatory liability, for example under the Product Liability Act.

10 Data protection

(1) TIRETASK will comply with the relevant provisions, in particular those of the General Data Protection Regulation (GDPR), when handling personal data.

(2) The customer will comply with the applicable data protection regulations when using the software. TIRETASK is not responsible within the meaning of Article 4 No. 7 GDPR.

(3) If necessary, the contracting parties will conclude an agreement on order processing in accordance with Article 28 GDPR.

11 Final provisions/place of jurisdiction

(1) Changes and additions to this contract must be made in writing. This also applies to changes to the written form requirement. The written form requirement is not met by email.

(2) This contract is subject to the law of the Federal Republic of Germany. The UN Convention on Contracts for the International Sale of Goods is excluded.

(3) Place of fulfillment is TIRETASK’s registered office in Cologne. If the customer is a merchant, legal entity or special fund under public law, Cologne is agreed to be the exclusive place of jurisdiction for all disputes arising from the contractual relationship.

(4) Should a provision of this contract be or become invalid, the validity of the rest of the contract will not be affected. Instead of the invalid provision, a provision that comes closest to the economic purpose of the invalid provision should be deemed agreed.