Intrexx 5 Compact
Premium Service – Terms and Conditions
General Terms and Conditions for the provision of Basic Support and Premium Service for users of Intrexx Compact| 1. | Area of Application |
| 1.1 | The following Terms and Conditions prescribe the provision of the United Planet services Basic Support and Premium Service by United Planet and their use by the user insofar as these services are ordered by the user. |
| 1.2 | Business terms and conditions on the part of the user that counter these Terms and Conditions shall not become part of the contract even without express objection and even if the service is rendered. |
| 2. | Object of the Agreement |
| 2.1 | United Planet provides the services described below exclusively for the standard version of Intrexx Compact (product), insofar as and provided that this is unaltered and used in the user's place of operation in the configuration and system environment recommended by United Plate for its use. |
| 2.2 | For the purpose of these terms, products included in and supported in the sense of these Terms and Conditions are the version of a product most recently released by United Planet for general marketing and its previous versions. |
| 2.3 | Subsequent versions can be distinguished by their different version number and are identified as "Update". As a rule, updates generally exhibit additional functionality in comparison to previous versions. |
| 2.4 | Products from third parties are not objects of this agreement, even if they have been delivered together with United Planet products. |
| 2.5 | United Planet is entitled to make changes to these General Terms and Conditions by individually informing the user about the change in writing. The changes take effect one month after notification. If the changes are to the user's disadvantage, he or she can cancel the contract within one month from receipt of notification of the change. If the user does not cancel, the change becomes valid after the one month period has elapsed. |
| 3. | Scope of Services: Basic Support |
| 3.1 | Basic Support comprises the following services: • Privileged access to the United Plant Support Center (prescribed in paragraph 5.1) • Creation of support tickets | 10x per year (prescribed in paragraph 5.1) • Access to the regularly updated FAQ/Knowledge Base (prescribed in paragraph 5.1) • Access to the Intrexx Compact Forum (go to www.intrexx.com) |
| 4. | Scope of Services: Premium Service |
| 4.1 | Premium Service comprises the following services: • All features of Basic Support in addition to • Remote maintenance | 60 min./4x per year (prescribed in paragraph 5.2) • Email/telephone support (prescribed in paragraph 5.3) • Update service (prescribed in paragraph 5.3) |
| 4.2 | In addition to the features of the Basic Support and Premium Service contracts, there are also service features which can be ordered optionally; these are prescribed in paragraphs 5.1 and 5.3. The prerequisite for these optional service features is a valid Basic Support contract or a Premium Service contract which includes Basic Support. |
| 5. | Individual Services |
| 5.1 | Scope of Services: Support Center, support tickets and FAQ/Knowledge Base |
| 5.1.1 | United Planet provides privileged access to the "United Plant Support Center" (ticket system) in which the user can submit all technical questions regarding United Planet software products, the associated log files and/or further documents and view the status of these submissions; the service is available round the clock (24x7). |
| 5.1.2 | The response time for support queries is 24h, Monday through Friday. If further research is required, United Planet reserves the right to answer these questions within an appropriate amount of time in writing or by telephone. |
| 5.1.3 | User-specific adjustments to the application or individual expansions such as JavaScript, Velocity Markup, Java and/or ExpertAttribute are not part of the services Basic Support and Premium Service, but are included in the application consulting scope of services. United Planet provides such services within the bounds of its operational capacity for a separate fee according to their general price list, or from an authorised United Planet partner. |
| 5.1.4 | Granting users access to the regularly updated FAQ/Knowledge Base by activating an individual password: The Knowledge Base contains answers to frequently asked questions from users and general tips for using the United Planet software product, as well as information on general themes regarding use of United Planet software products. United Planet provides the Knowledge Base on its server for online access by the user. |
| 5.1.5 | United Planet determines the scope and content of the Knowledge Base and other available information at its own discretion. The user can submit requests for specific information in the Knowledge Base at any time. |
| 5.1.6 | Depending on the service ordered, a limited number of support tickets per year are included in the price as stipulated in the contract. Ticket requests beyond this amount are subject to the current price list. Unused services are not carried over to the following year. |
| 5.2 | Scope of Services: Remote Maintenance |
| 5.2.1 | The services include checking the United Planet software product used by the user via remote access to the user's IT system. The user is responsible for providing the internet access and the necessary communication equipment (e.g. telephone) for remote maintenance access. |
| 5.2.2 | The user must allow United Planet access to his or her system by activating the remote access software provided by United Planet. Each remote access session shall occur only with the user's acceptance and under the user's supervision. The procedure can be interrupted by the user or by United Planet at any time; the user can also monitor what work is carried out via remote access, in particular access of personal or other data. The user has the ability to use the remote access tool to block United Planet from accessing directories at any time. |
| 5.2.3 | In order to solve the user's support queries using remote maintenance, United Planet establishes a connection to the user's hardware client. Here, United Planet attempts to determine the cause of problems, to recommend procedures for rectifying these problems and to rectify these problems at the request of the user via online access, if and to the extent that this method is possible. If the complexity of the problem so requires, the problem can also be rectified for a fee on-site by United Planet Support or by an authorised partner of United Planet. |
| 5.2.4 | The user is responsible for taking all technical and organisational measures required to ensure data security and privacy. |
| 5.2.5 | The activities in connection with remote access (type of access, time, duration, person involved) is logged and made available to the user. |
| 5.2.6 | Remote maintenance access is performed by United Planet during general business hours and a support ticket is always created. The processing status can be viewed by the user in the United Planet Support Center. Current business hours of United Planet are available upon request. |
| 5.2.7 | The following services are not provided: Checking or installation of third-party programs, database queries, form/application adjustments, fast changes, server configuration or system administration, training, orientation. |
| 5.2.8 | Depending on the service ordered, remote maintenance sessions are included in the price each year as stipulated in the contract. Claims to services beyond this amount are subject to the current price list. Unused services are not carried over to the following year. |
| 5.3 | Scope of Services: Email/Telephone Support |
| 5.3.1 | In addition to the services of the Support Center, the user can direct "support ticket" queries via telephone or email to the address provided by United Planet. United Planet provides the user with separate telephone numbers and email addresses for email/telephone support services. |
| 5.3.2 | Support queries sent by the user by telephone or email are always entered as a support ticket by United Planet and processed within 24 hours during general business hours. The processing status can be viewed by the user in the United Planet Support Center. Current business hours of United Planet are available upon request. |
| 5.3.3 | If during a return query United Planet cannot identify the user by the email address or telephone number, when these were not previously known to United Planet, this does not constitute non-fulfillment. |
| 5.4 | Scope of Services: Update Service |
| 5.4.1 | Delivery of the newest updates, insofar as they are distributed during the term of this contract by United Planet in the country in which the user is based. The delivery shall be made within an appropriate amount of time after the beginning of distribution in the respective country. |
| 5.4.2 | United Planet retains the right to deliver updates in a form that they are available for download on the internet on a suitable server. |
| 5.4.3 | United Planet expressly reserves the right to design the content of the updates and to determine when sale of the update begins. In particular, the updates can contain changes which improve the software in terms of general technological development and the overall requirements of the end user, and/or which United Planet deems suitable for other reasons e.g. for the purpose of resolving errors. |
| 5.4.4 | United Planet determines the content of upgrades, updates and service packs at its own discretion. In particular the user has no right to request the addition of further functionality and program enhancements to the supported products. |
| 6. | Other Services |
| 6.1 | Services other than those mentioned in these Terms and Conditions, such as training, orientation, software installation, application customisations, inspection of data backups and on-site support and services, are not objects of this agreement. United Planet provides such services within the bounds of their operational capacity for a separate fee according to their general price list, or from an authorised United Planet partner. |
| 6.2 | Delivery of products and services other than those described in paragraphs 3 and 4 is not an object of this agreement. The user can purchase new or different products from United Planet for the designated license fee via United Planet sales partners or directly from United Planet. Before purchasing or using a new product, it is the user's responsibility to inform him/herself about the prerequisites for use and to observe the manufacturer's recommendations. |
| 7. | User's Obligation to Cooperate, Data Maintenance, Data Backup |
| 7.1 | General Obligation of the User to Cooperate |
| 7.1.1 | The user shall provide United Planet with the name of an employee qualified to work with the supported software to serve as contact person. In particular, the user is responsible for ensuring that the contact person or a third party called in by the user is capable of implementing action guidelines, program changes or solutions which have been communicated from or provided by United Planet. |
| 7.1.2 | The user must, at the user's own expense, procure and maintain the technical operational environment necessary to use the supported products, especially upgrades. |
| 7.1.3 | The user must procure and sustain the functionality of the infrastructure necessary to properly process the supported services via remote data transfer (telephone, fax, email, internet connection). |
| 7.1.4 | In the case of error messages, the user must describe in detail the symptoms that have arisen, the program version being used as well as the hardware configuration and system environment. |
| 7.1.5 | Passwords, access numbers and support hotline telephone numbers for accessing services from United Planet are to be treated confidentially and protected against misuse. |
| 7.1.6 | The user is responsible for regularly backing up his or her individual data. United Planet declares that a data backup is especially required before any support or maintenance measures (e.g. before update of a program version). The user shall provide United Planet with all information, documents and data necessary for support measures (portals, databases, applications ...) and retain backup copies of this data. If the user does not release the backed up data to United Planet, United Planet is not obligated to contribute to the solution of the problem. |
| 7.2 | Special User Obligations to Cooperate when Making Use of the Software Maintenance Service |
| 7.2.1 | The user must regularly import the online updates provided by United Planet. |
| 7.2.2 | The user is obligated to immediately check the programs or program components provided within the framework of this agreement and, insofar as they are in accordance with the contract, immediately import/install them; unless this is not reasonable due to special circumstances. In this case the user is to immediately inform United Planet that he or she is not using the newest program version of the supported product and give the reasons for this. |
| 7.2.3 | Measures and suggestion for troubleshooting and error rectification communicated by United Planet are to be followed. |
| 7.2.4 | It is the user's responsibility to adjust, save, back up or change third-party programs after importing a new program version or after adjusting or correcting the supported programs. For these activities, United Planet or its authorised partners are prepared to participate on site within the bounds of their operational capacity for additional fees. |
| 7.3 | Special user obligations to cooperate during use of support services Before using support services, the user should first check whether a solution for his or her question is already available in the Knowledge Base. |
| 8. | Fees |
| 8.1 | For the agreed services the user pays a yearly fee according to the current general price list from United Planet in addition to the statutory value added tax. The fees are payable in advance of the desired invoicing period. Without prejudice to other rights, United Planet is obligated to render the services owed according to this contract only after the fees payable for the corresponding invoicing period are received. |
| 8.2 | United Planet creates an invoice for fees payable, on which the value added tax is indicated separately. |
| 8.3 | If the user increases the number of authorised user licenses for contractual software, the scope of the support and software maintenance services obtained by the user increases automatically. United Planet is thus entitled to invoice the fee payable according to the price list for the total number of licenses for a further 12 months after the user has received the license key. The yearly fee paid up until the point of the license enhancement is credited pro rata. The new contract includes a completely new and unused contingent of service and support tickets. Unused services are not carried over from the contract to be superseded. |
| 8.4 | United Planet is entitled to make changes to the contractually specified fees. United Planet may adjust the fees contained in the price list effective for lease agreements at the earliest after completion of the first contract year and maximum once per calendar year to general price development. Within one month of receiving notification of change, the user can cancel the agreement at the point of time when the increase in fees is to take effect if the increase in fees is more than 10%. |
| 8.5 | If the user defaults on payment, United Planet is entitled to demand default interest in the amount of 8% above the interest base rate. Further rights of United Planet remain unaffected. |
| 8.6 | The user is only entitled to offset or assert the right of retention if the user's counterclaim is established as undisputed or legally binding. |
| 9. | Scope of Granted Usage Rights, Third-Party Property Rights |
| 9.1 | Unless otherwise agreed in writing in individual cases, the user acquires a simple right of usage for proper use of the programs and program parts delivered by United Planet within the scope and with the restrictions as agreed for the programs or program parts that they replace. |
| 9.2 | Information (such as product descriptions, help texts, service overviews) which United Planet provides on its website may be reproduced by the user for the user's own purposes. Dissemination of this information is not permitted. The user is obliged to notify United Planet of property right infringements by third parties regarding the delivered United Planet software without delay and to cede legal representation to United Planet at United Planet's cost. United Planet is entitled to carry out software changes made necessary by the property rights claims of third parties at its own cost, also for goods already delivered and paid for. |
| 10. | Liability for Material Defects and Defects of Title |
| 10.1 | The period for material defect liability is one year from the beginning of the statutory warranty. |
| 10.2 | The user must report obvious defects without delay, and within two weeks from delivery at the latest. Other defects must be reported without delay after their discovery. The report must be in writing. An easy to follow description of the defect must be included. Liability becomes invalid for defects not reported promptly. |
| 10.3 | Paragraph 10.2 also applies when United Planet products are available for virtual download. The period for reporting easily apparent defects ends at the latest 12 weeks after the product is made available for download by United Planet. |
| 10.4 | United Planet is entitled to choose to resolve defects by rectifying the defect or with delivery of non-defective goods. United Planet is entitled to resolve defects with the delivery of a new release or to carry out changes to the product, without additional cost to the user, which become necessary due to defects, as long as the contractual service is not significantly changed. |
| 10.5 | Unless use of the product is unreasonably impaired due to the defect, United Planet rectifies defects by providing the next update. |
| 10.6 | The user supports United Planet in the resolution of defects and in particular provides all the information and documents required to resolve defects. |
| 10.7 | If it is determined that the services performed by United Planet and requested by the user did not arise on account of a violation of obligation by United Planet, the user must pay the costs for these services and reimburse the costs incurred by United Planet. United Planet shall calculate such costs on the basis of its hourly and travel expense rates valid at the time. |
| 11. | Liability of United Planet |
| 11.1 | United Planet assumes unlimited liability for cases of intent and gross negligence by United Planet, its legal representatives or vicarious agents, as well as for damages arising from death, bodily injury or damage to health which are based on a breach of duty on the part of United Planet, its legal representatives or vicarious agents. |
| 11.2 | For other culpable breaches of essential contractual duties, United Planet assumes liability on the merits, regardless of the legal basis. The contractual partner's legally mandated right of withdrawal remains unaffected, however in all other cases United Planet assumes liability only in the amount of the typically foreseeable damage/losses. |
| 11.3 | Liability is excluded for all other cases. |
| 11.4 | In the case that United Planet is liable according to paragraph 11.2, the liability is limited to the coverage amount of United Planet's commercial liability insurance. |
| 11.5 | United Planet is not liable for damages that could have been prevented by the undertaking of reasonable measures by the user, in particular program and data backups. |
| 11.6 | The preceding liability provisions also apply for the benefit of the employees and other vicarious agents of United Planet. |
| 11.7 | The provisions of the German Product Liability Act remain unaffected. |
| 12. | Retention of Title |
| 12.1 | United Planet retains the title to the delivered program platforms as well as the usage rights to the incorporated software until complete payment of all outstanding accounts which have arisen or may arise from the business relationship. This also applies if all or individual outstanding accounts from United Planet were collected into a current account and the balance has been drawn and recognised. The user acquires the usage rights specified in the product license upon full acquisition of the title to the program platforms. |
| 12.2 | The user must store the retained goods for United Planet with commercial due diligence and sufficiently protect them against fire, water, theft and other risks of damage at the user's own expense. The user transfers his or her corresponding claims from insurance contracts to United Planet with the conclusion of this agreement. United Planet accepts the transfer. |
| 12.3 | Beginning immediately, the user transfers to United Planet all accounts receivable arising from resale of the goods and/or relicensing of the software. The user is revocably entitled to collection of these receivables. Upon request by United Planet, the user must disclose the ceded accounts receivable and the debtors. United Planet is entitled to disclose ceding of the accounts to the user's debtors. |
| 12.4 | In case of conduct in violation of the contract on the part of the user, in particular payment default, or expected suspension of payments, United Planet is entitled to repossess the retained goods at the cost of the user or to demand the relinquishment of any claims for restitution by the user against third parties. These rights apply even if the secured accounts receivable have become time-barred. United Planet is entitled to sell the retained goods if necessary and to offset accounts receivable by settling these with the sales proceeds. |
| 12.5 | According to the preceding paragraph, in the event of a right of repossession by United Planet, United Planet is entitled to collect the retained goods still in the possession of the user at the user's expense. The user must allow the employees of United Planet authorised to collect the retained goods access to the business premises during business hours and without advance notice. |
| 12.6 | The exercise of rights relating to the retention of title or a demand of relinquishment do not constitute withdrawal from the contract. |
| 13. | Duration of the Agreement and Cancellation |
| 13.1 | The agreement takes effect upon signing of the agreement or at the agreed date of service and is initially valid for one year (12 months). The agreement is extended for a further year if it is not cancelled in writing by the user or United Planet, observing a notification period of three months before expiration. |
| 13.2 | The right to cancellation in exceptional cases remains unaffected. |
| 14. | Data Privacy United Planet observes all applicable legal provisions regarding data privacy. |
| 15. | Final Provisions |
| 15.1 | United Planet is entitled to uses the services of a third party to fulfil its contractual duties. United Planet's responsibility according to this agreement remains unaffected. |
| 15.2 | Additional agreements are not affected. If individual provisions of this contract are or become invalid, this does not affect the validity of the other provisions. |
| 15.3 | Provided the user is a registered merchant, the place of performance for the services to be rendered according to this agreement is the registered head office of United Planet. |
| 15.4 | The law of the Federal Republic of Germany applies to the exclusion of the United Nations Convention on Contracts for the International Sale of Goods. |
| 15.5 | In the case event the user is a registered merchant, or is based or has his main residence abroad, the jurisdiction is the registered head office of United Planet. |
