General Terms and Conditions of Digi Sapiens – Digital Learning GmbH for SaaS and Professional Services

Disclaimer: This translation is provided for assistance purposes only. The original German version of the privacy policy is legally binding.

The company Digi Sapiens – Digital Learning GmbH, Opernplatz 14, 60313 Frankfurt am Main (“Digi Sapiens”) exclusively grants educational institutions, supported by companies within the meaning of § 14 BGB or by non-legally capable institutions under public law, legal entities under public law, special funds under public law or other public bodies (hereinafter referred to as “Customer”) on the basis of the following General Terms and Conditions (hereinafter referred to as “GTC”): “GTC”) the possibility of using the following services, unless the provider and the customer agree otherwise in text form in accordance with Section 126b BGB (hereinafter: ‘text form’) on the basis of an offer and its acceptance (hereinafter: ‘individual contract’) in individual cases:

Use of the “LaLeTu” platform (sound reading tutor) developed and operated by Digi Sapiens, available at the website www.laletu.de (hereinafter referred to as the “Platform”) and texts provided or embedded by Digi Sapiens or texts, eBooks and other content made available or embedded by Digi Sapiens or partner companies of Digi Sapiens content (hereinafter jointly referred to as “Content”) as part of a Software-as-a-Service (hereinafter referred to as “SaaS”) by the customer or its authorized users for the purpose of supporting teaching activities. teaching activities. Depending on the Digi Sapiens offering, the platform can either be browser-based via the website www.laletu.de (“Website”) as a web application or as a mobile application (“App”).
Provision of (optional) additional services in connection with the SaaS (such as consulting services, interface integration, installation or configuration services) by the provider (hereinafter referred to as “Professional Services”).

SaaS and Professional Services are hereinafter collectively referred to as “Services”.

1. Definitions

In addition to the other definitions in these GTC, the following definitions apply:

“Third Party Services” means those Professional Services which, according to the Documentation, are provided in whole or in part parts by subcontractors of Digi Sapiens.
“Documentation” means the latest version of the descriptions of the nature, characteristics and or otherwise made available in text form, describing the nature, characteristics and performance of the performance of the Services (such as data sheets, release notes, manuals, online documentation, etc.). The scope, nature and characteristics of the SaaS are conclusively set out in the respective current documentation.
“Proprietary software” includes the software in the object code that Digi Sapiens has developed itself or makes available as SaaS under its own brand (e.g. LaLeTu), including the associated documentation, in each case in the current version. documentation, in each case in the current version.
“User“ means the number of users of the Services belonging to the Customer’s organization and licensed by the Customer in accordance with the individual contract, who are entitled to use the Services in accordance with the respective existing terms of use, divided according to user role: students, teachers and other supervisors (hereinafter jointly referred to as ‘Teachers’) as well as the administrator appointed by the Customer as central administrator (”Administrator”), who can manage the Teachers and Users.
“Free offer“ refers to services offered free of charge and made available to the customer (i) as part of a test phase, or (ii) as versions of the SaaS that are not yet generally accessible, which contain innovations, extensions and other changes that are still in the development process and/or have not gone through all the test processes provided for by the provider (”beta offer”). Unless otherwise agreed by Digi Sapiens, the duration of a test phase granted to the customer is 4 weeks.
“Organization”: means the educational institution that the Customer represents (schools and similar institutions).

2. Conclusion of individual contracts

2.1 The customer’s general terms and conditions of business or purchase shall apply vis-à-vis Digi Sapiens only insofar as Digi Sapiens has expressly agreed to them in writing. These GTC shall also apply exclusively even if Digi Sapiens grants use without reservation in the knowledge of conflicting general terms and terms and conditions of purchase of the customer without reservation. In the event of contradictions between these GTC and the terms and conditions of Digi Sapiens included in the individual contract with the customer, these GTC shall take precedence, unless otherwise stipulated in these GTC.

2.2 Offers from Digi Sapiens are non-binding unless the offer expressly provides otherwise. expressly provides otherwise.

2.3 Offers and acceptances must be in text form to be valid. Ancillary and and supplementary agreements to an individual contract, quality and property specifications and agreements that are made before, during or after the conclusion of an individual contract must also be made in text form in order to be effective. text form and an express reference to the individual contract concerned in order to be effective. individual contract.

2.4 If Digi Sapiens offers the customer several/different services (e.g. SaaS, consulting services, etc.) in an offer, as well as prices that can be allocated to the respective services (“individual prices”), a legally independent individual contract exists for each of these services, unless it is expressly stated in the offer or individual contract that Digi Sapiens intends to offer an individual contract for the totality of all services. If a total price for several services is shown in Digi Sapiens’ offer or in the individual contract in addition to individual prices, this alone is not sufficient for the acceptance of an individual contract for the entirety of all services.

3. Scope and object of the services

3.1 The scope, nature and characteristics of the services are set out conclusively in these GTC and the current documentation, unless otherwise or additionally agreed in text form in the individual contract. All services are provided at Digi Sapiens’ location (remote).

3.2 Descriptions of the quality and characteristics of the services are not to be understood as an assurance of certain characteristics or as a guarantee. Additional agreements on the services in the individual contract are only to be understood as assurances of characteristics or guarantees by Digi Sapiens if they are made in text form by the management of Digi Sapiens and are expressly marked as “assurance” or “guarantee”.

3.3 Before concluding the individual contract, the customer shall inform himself about the suitability of the services for the specific planned use and its technical requirements (e.g. with regard to database connection, hardware database connection, hardware, ability to integrate into its IT environment) or will make use of Digi Sapiens Professional Services in the form of consulting services.

3.4 The customer acknowledges that the availability of the SaaS – subject to sufficient credit balance of the customer within the meaning of Clause 7.1 – is limited to the service availability specified in the respective documentation or agreed in the individual contract. In the absence of such an indication or agreement, the maximum service availability is 97.0% on average over the school year (190 days / 12 hours between 7 a.m. and 7 p.m.) from the first time the service can be used. The availability refers exclusively to that at the transfer point of the Digi Sapiens server to the Internet. Impairments in the the area of data transmission from this transfer point to the customer and/or in the area of the customer’s IT system customer or third parties (Internet, etc.) themselves are not the responsibility of Digi Sapiens. Excluded from this service availability are (a) planned maintenance windows for the purpose of maintenance, care or data backup, provided that the customer has been notified of these at least 24 hours in advance in text form, and (b) non-availability that the customer has not placed as a ticket as part of the support in accordance with Section 8, and (c) non-availability of the platform for reasons of force majeure. Force majeure force majeure includes, in particular, connection problems with the Internet that are beyond the control or the responsibility of Digi Sapiens, denial of service attacks and strikes, among other things, civil wars, hacker attacks or failures of Internet service providers. Digi Sapiens will endeavor to, maintenance work outside normal business hours in Germany (Monday to Friday between 07:00 and 20:00, excluding public holidays).

3.5 When using the SaaS without credit, the SaaS is made available to the customer as it is available on the internet. Digi Sapiens does not guarantee any particular quality or availability of the SaaS when the SaaS is used without credit. If the SaaS is used without credit, Digi Sapiens is entitled to restrict the functionalities of the SaaS at its own discretion.

3.6 If Digi Sapiens owes the delivery of software (such as client software required for the SaaS or apps for mobile devices), only machine-readable object code shall be delivered. Digi Sapiens shall under no circumstances owe the delivery or release of software in source code in connection with the services.

3.7 Digi Sapiens shall only owe (optional) Professional Services if these have been expressly commissioned by the customer in the individual contract. Professional Services are services for which Digi Sapiens owes the provision of an agreed service, but not the achievement of a specific success or result. Digi Sapiens shall provide these Professional Services in accordance with Clause 4 with the care of a prudent businessman using technologies and knowledge that comply with the generally recognized rules of technology.

3.8 Deadlines or performance dates specified in the individual contract are purely planned dates for Digi Sapiens and are not binding, unless they are expressly agreed as binding dates in text form in the individual contract. Compliance with fixed deadlines and performance dates by Digi Sapiens shall be subject to the timely performance by the customer of all acts of cooperation agreed or requested by Digi Sapiens.If these conditions are not fulfilled by the customer in good time, the fixed performance dates shall be postponed accordingly. In the event of slight negligence, any claim by the customer against Digi Sapiens for compensation for delay in performance or non-performance shall be limited to the amount of the foreseeable loss, but to a maximum of 10% of the service fee affected by the delay or non-performance.

3.9 Digi Sapiens is entitled to involve third-party companies in the Services (e.g. a data center operator in the case of SaaS, subcontractors in the case of Professional Services), provided that Digi Sapiens ensures that they fulfill their obligations to Digi Sapiens in accordance with the provisions of Clause 12. Digi Sapiens shall be liable for these third parties to the same extent as for its own conduct in accordance with these GTC or the individual contract. A change of third-party company requires the prior consent of the customer in text form, which the customer shall not refuse in bad faith, in particular if Digi Sapiens proves the obligation of the third party in accordance with Clause 12. Consent shall be deemed to have been
granted if the customer does not give its consent within four weeks of receiving a corresponding request from Digi Sapiens.

4. Implementation of professional services

4.1 Individual contracts for Professional Services are service contracts pursuant to Sections 611 et seq. BGB, unless expressly agreed otherwise in the service description or in the individual contract, in particular the validity of provisions of a contract for work (such as acceptance by the customer or a warranty on the part of Digi Sapiens). The subject matter of an individual contract for Professional Services is therefore in principle the provision of the agreed service by Digi Sapiens, but not the achievement of a specific result, not the delivery of a specific technical solution or a functioning work.

4.2 If the parties expressly agree in the individual contract that Digi Sapiens is to provide a service, the parties shall agree both the criteria for acceptance by the customer (e.g. specifications etc.) and the tests and procedures to be used as part of acceptance in the individual contract. specification, etc.) as well as the tests and procedures to be used as part of the acceptance in the individual contract. If such information on the acceptance criteria, tests or test procedures is missing in whole or in part in the individual contract or if it is insufficient, Digi Sapiens shall be entitled either to request the customer in text form to provide or complete it without delay or to determine it itself at its reasonable discretion and to inform the customer of this in text form. If the customer provides the acceptance criteria, tests or procedures, Digi Sapiens reserves the right to make reasonable changes to them, in particular such changes as are required by law or are necessary to ensure the quality or performance of the other services ordered by Digi Sapiens under the individual contract. services commissioned by Digi Sapiens under individual contracts. Digi Sapiens shall also inform the customer of this in text form.

4.3 The customer shall subject the work performed by Digi Sapiens to an acceptance test at the customer’s expense without undue delay, in any event within five (5) working days of delivery or notification of readiness for acceptance. readiness for acceptance. The Customer shall declare acceptance if the acceptance criteria relevant under Clause 4.2 are essentially fulfilled using the tests and test procedures applicable under Clause 4.2. The customer shall notify Digi Sapiens immediately of any defects that arise during acceptance. If the customer fails to notify Digi Sapiens of defects that prevent acceptance, or fails to do so immediately, the work performed by Digi Sapiens shall be deemed to have been accepted. The same legal consequence shall also apply in the event of productive use of the work performance or parts thereof by the Customer. Digi Sapiens shall remedy any defects preventing acceptance duly notified by the Customer within a reasonable period and submit them to the Customer for renewed acceptance. Digi Sapiens shall be entitled to at least two further acceptances per defect by the Customer at the Customer’s expense. If acceptance finally fails, the Customer shall be entitled to extraordinary termination. The Customer’s right to withdraw from the contract is excluded unless Digi Sapiens acts with gross negligence or intent.

4.4 Digi Sapiens retains ownership of all results created by Digi Sapiens in the performance of the Professional Services (e.g. software development or customizing). After full payment of the Professional Services, the Client acquires only the non-exclusive, non-transferable and non-sublicensable right to use these results for the Client’s own internal purposes together with the other services commissioned from Digi Sapiens under the individual contract.

4.5 Within the scope of Professional Services, the Customer shall provide the service and cooperation described in the individual contract, in the service description and in this Sect. 4.1 to 4.4 with the necessary quality, in full and on time.

4.6 Insofar as this is necessary for the provision of the Professional Services, the customer shall customer shall (i) grant Digi Sapiens access to customer systems, either in the form of on-site access or remote access, and (ii) provide all necessary information and data (in the case of work services, in particular also the acceptance criteria, tests and test procedures).

4.7 The customer shall, at its own expense and under its own responsibility, provide all facilities necessary for the of the Professional Services (e.g. necessary hardware and software) and operate them in such a way that the provision of the Professional Services is not impaired or hindered. The customer shall inform Digi Sapiens in text form in advance of any planned changes to its facilities and systems that affect or could affect the Professional Services.

4.8 The customer shall provide any services and duties to cooperate under this clause 4 without being requested to do so as soon as they are required to provide the Professional Services. In any case, the customer shall provide these services and duties to cooperate at the times specified in the service description and in the individual contract or immediately upon request by Digi Sapiens, whereby such a request may be made in text form or verbally. If the customer is in default with its services and obligations to cooperate, the remuneration agreed for Professional Services shall become due immediately – notwithstanding clause 7 – and deadlines and performance dates for which Digi Sapiens is responsible shall be postponed accordingly. Sapiens is responsible for shall be postponed accordingly by the duration of the delay.

4.9 If the customer postpones or cancels agreed dates for reasons for which the customer is responsible, Digi Sapiens shall be entitled to charge the following flat rates: In the event of a postponement or cancellation initiated by the customer

10 to 6 working days before the agreed date in the amount of 33% of the estimated remuneration for this date;
5 to 2 working days before the agreed date in the amount of 66% of the estimated remuneration for this date; and
1 working day before or on the agreed date in the amount of 90% of the estimated remuneration for this date.

4.10 The customer’s failure to attend the appointment shall be deemed to be a cancellation of the appointment. Further rights and claims of Digi Sapiens shall remain unaffected.

4.11 The Customer shall compensate Digi Sapiens for the working and retention time in accordance with the provisions of Clause 7.1 that Digi Sapiens spends as a result of a breach of an obligation to perform or cooperate by the Customer, unless the Customer is not at fault or Digi Sapiens can reasonably be expected to use the retention time as working time for the performance of services for other customers. Further rights and claims of Digi Sapiens shall remain unaffected.

5. Rights of use of the customer

5.1 The customer’s non-exclusive rights of use to the platform arise from the applicable terms of use/license conditions or End Use License Agreement (“EULA”), which are made available to the customer upon conclusion of the individual contract as part of the service description or at the latest as part of the registration and setup of the user account. The terms of use/license conditions or EULAs specified by third parties shall apply to any third-party content embedded on the platform.

5.2 In the absence of such terms of use or such EULA, the customer acquires – subject to the conclusion of the corresponding individual contract and compliance with these GTC by the customer and against payment of the service fees agreed in the individual contract – a limited, non-exclusive, non-transferable right to use the platform (i.e. Digi Sapiens’ own software made available as a service) by the paid number of users for the specific organization identified in the individual contract, unless otherwise agreed in the individual contract. The customer is permitted to create user accounts for the users (for learners, learner accounts and teacher accounts for teachers) in accordance with the number of licenses and thereby grant the learners access to the platform. The use of the Platform and the content in accordance with this Clause 4.2 is limited to supporting the teaching operations of the customer’s organization or participation in teaching operations by the authorized users. The customer may only use the platform in connection with the educational support of the learners for whom the customer has created a learner account. In turn, learners may only be granted use of the platform to participate in the customer’s teaching operations, in particular to complete the tasks assigned by the teacher on the platform.Any use for the purpose of supporting the teaching or business operations of third parties or for other purposes requires a separate individual contractual agreement.The limited right of use also applies to the content and documentation made available by Digi Sapiens.Without Digi Sapiens’ prior consent in text form, the customer may neither grant sublicenses, unless expressly granted by this Clause 4, nor use the platform, the content or the documentation for other purposes.

manipulate or alter;
sublet, lend or make available to third parties for temporary use as part of services or in any other way or use for the purposes of third parties or allow third parties to use;
reproduce, distribute, reverse engineer, disassemble, decompile (so-called reverse engineering), determine the source code of the platform (unless otherwise permitted by mandatory law, §§ 69d para. 2, para. 3 and 69e UrhG remain unaffected);
copy, unless this is necessary for reasonable backup purposes.

The limited right of use under the above provisions also applies to the content, documentation (in particular online documentation, manuals) and releases that Digi Sapiens makes available under the relevant individual order.

5.3 Digi Sapiens may ensure or monitor compliance with the terms of use by means of technical devices (e.g. authorization and activation codes) and the assignment of authorizations.

5.4 Apart from the non-exclusive rights of use granted by Digi Sapiens under this clause 5, the customer shall not receive or acquire any further rights to the Services, even if the customer or its authorized users have temporary technical access to additional functions. All intellectual property rights relating to the Services (such as copyrights, patent rights) are the exclusive property of Digi Sapiens and/or its licensors. The customer is aware that, in addition to the above protection, the proprietary software also contains confidential information of Digi Sapiens within the meaning of Clause 12, which must be treated by the customer and the users in accordance with this Clause 12.

6. Obligations of the customer

6.1 The hardware and system requirements for the customer environment for the use of the services are described in the documentation. The customer environment required for the services must be procured by the customer in good time at its own expense, installed before the start of the SaaS, operated for the duration of the SaaS and maintained. Digi Sapiens shall support the customer, at the customer’s request, in the creation of the customer environment with consulting services on the basis of an individual contract for Professional Services in accordance with these GTC.

6.2 The customer must ensure that the users comply with the applicable terms of use and grant any necessary consent under data protection law. The customer shall also ensure that the teachers authorized by him to use the platform explain the permitted use of the platform to the learners when providing the access data for the learner account. The customer shall also ensure that the legal representatives of the learners are informed about the applicable terms of use, in particular the scope of the right of use and the corresponding applicable restrictions on use, and that they are informed about the data protection information. If legal representatives of a learner object to the use of the platform by the learner in a permissible manner, the customer must ensure that the access of the learner concerned to the platform is terminated and the learner account is deleted.If claims are asserted against Digi Sapiens by third parties as a result of use by the customer or its users in breach of contract, the customer shall indemnify Digi Sapiens against such claims on first demand.The Customer shall be liable for compliance with the terms of use by its users.

6.3 The customer shall ensure that:

it grants Digi Sapiens remote access and access to the customer environment and other systems of the customer on site, insofar as this is necessary for the use of the services and for the purposes of warranty and support;
it only uses qualified and trained personnel who have sufficient experience in the use and receipt of services;
it instructs the user authorized by it in the use and operation of the platform;
Digi Sapiens is informed in advance in text form of any changes to the customer environment relevant to the use of the services;
the administrator and the teachers authorized to use the platform ensure the confidentiality of the teacher account and password and the restriction of access to the terminal device through which the platform is used;
the respective teachers take all necessary steps to ensure that their respective passwords are kept secret and stored securely;
Digi Sapiens is informed immediately if there is reason to be concerned that (i) an unauthorized third party has obtained knowledge of a password of the Administrator Account or a Teacher Account or that a password or the Administrator Account or a Teacher Account is being used or is likely to be used in an unauthorized manner, or that (ii) a third party has obtained knowledge of the password of the Administrator Account or a Learner Account or that the password or Administrator Account or a Learner Account is being used or is likely to be used in an unauthorized manner;
it provides all information and data required for the performance of the services and requested by Digi Sapiens;
it declares all necessary approvals and acceptances within the agreed deadlines or without delay;
it complies with all applicable laws and regulations in the performance of this contract.

6.4 The customer shall bear any disadvantages and additional costs arising from a breach of its obligations, in particular also any costs incurred by Digi Sapiens for keeping personnel available (costs for keeping personnel available at the hourly rates listed in Clause 7.1).

7. Service fees

7.1 The fees to be paid by the customer for SaaS are charged in advance in the form of time credits to be purchased by the customer for the use of the SaaS and certain functionalities in accordance with the license package selected by the customer (“credit”) and result from the respective license package selected by the customer in the relevant individual contract. Any credit balance not redeemed or used by the customer upon termination of the relevant individual contract shall expire. Any credit not redeemed or used during the term of the individual contract shall expire within 36 months of purchase.

7.2 The hourly rates payable by the customer for professional services such as consulting services and other The hourly rates to be paid by the customer for professional services such as consulting services and other expenses are set out in the relevant individual contract. If there is no hourly rate agreement in the individual contract, Professional Services shall be invoiced as follows:

Hourly rate: 160.00 euros
50% of travel time counts as working time
plus expenses and travel costs incurred.

7.3 All service fees (credits for SaaS, hourly rates for Professional Services) are to be transferred without deduction to the following account of Digi Sapiens, unless the parties agree to payment by SEPA Direct Debit in the individual contract:

Recipient: Digi Sapiens – Digital Learning GmbH
Bank details: Frankfurter Volksbank eG
IBAN: DE54 5019 0000 6500

7.4 Unless otherwise agreed in text form in the individual contract, Professional Service fees are payable monthly in arrears in accordance with their use or utilization in the billing month. Payment is always due 14 days after the date of a proper invoice. Invoices are sent exclusively online to the e-mail address provided by the customer; the customer waives receipt of a paper invoice.

7.5 All information on service fees in these GTC or in individual contracts is exclusive of taxes and other charges (net).

7.6 The customer shall ensure timely payment without deductions to the account designated by Digi Sapiens for this purpose. Timely means the full receipt of the payment due on the account designated by Digi Sapiens.

7.7 The customer may only set off undisputed or legally established claims and may only and may only base a right of retention on undisputed or legally established claims.

7.8 Digi Sapiens is entitled to restrict and/or discontinue the Services if the customer fails to make payment despite a reminder sent in text form after the due date, in which a payment deadline of at least a further 10 days is set. Digi Sapiens will point out the imminent consequences of default in the reminder.

8. Warranty and support

8.1 Digi Sapiens warrants within the scope of service availability in accordance with Clause 3.4 when using the SaaS with existing credit only that the currently usable SaaS corresponds to the quality and characteristics agreed in the individual contract and specified in the current documentation. Digi Sapiens is entitled to further develop the SaaS and to adapt it to future market requirements by means of appropriate releases. If a specific quality and specific properties of the SaaS have been agreed in the individual contract, deviations from this are only permitted if they are either insignificant (e.g. adaptation of the interface design) or are technically or legally mandatory (e.g. new data format or change in the law, e.g. on data protection). No warranty is granted for professional services and free offers.

8.2 If the platform is used with existing credit, Digi Sapiens is obliged to remedy existing defects in the SaaS at Digi Sapiens’ expense by means of the support described below. Further statutory claims of the customer exist only in the case of

significant defects and if Digi Sapiens has caused such a significant defect through gross negligence or willful misconduct, or if the elimination of such a significant defect by way of support has failed at least three times;
fraudulent concealment of the defect by Digi Sapiens; or
in the event of personal injury as a result of the defect.

In the event of infringement of third-party intellectual property rights by the Services, Clause 9 shall apply with priority and again conclusively.

8.3 Before calling on Digi Sapiens’ support, the customer shall attempt to narrow down and specify the defect in the SaaS that has occurred and initially solve it itself with the help of the documentation (hereinafter “self-solution”). The customer shall only make use of Digi Sapiens’ support in accordance with this Clause 8 if either the available documentation does not provide any solution to the defect that has arisen or the customer’s own solution has failed.

8.4 The customer can report a defect at any time by telephone on 069 / 380 299 333 or by e-mail at helpdesk@digi-sapiens.de (“Ticket”). Digi Sapiens processes tickets in the following time periods: Monday to Friday from 9 a.m. to 3 p.m., with the exception of days that are public holidays at the Frankfurt location (hereinafter “standard support times”). The report must be made in a comprehensible manner with a detailed description of the work steps leading to the defect and any previous attempts by the customer to solve the problem themselves. At the request of Digi Sapiens, the customer shall provide further information at its own expense following a ticket placed by the customer that is necessary or helpful for reproducing or solving a defect. Digi Sapiens’ support obligations shall lapse if and for as long as (a) the customer does not use the platform properly, (b) the defects cannot be reproduced by machine or (c) the defect results from a malfunction of third-party devices, third-party software or the customer’s data.

8.5 Digi Sapiens shall deliver workarounds, patches, hot or bug fixes or other releases to remedy a defect in the SaaS (“defect remedy”) within a reasonable period of time. Digi Sapiens shall decide on the manner of remedying the Defect at its reasonable discretion, taking due account of the Customer’s interests. The (non-binding) target response times specified below apply to the rectification of defects in the proprietary software, within which Digi Sapiens responds to tickets from the customer by telephone or email depending on the defect category described below (e.g. by categorizing the defect or making an initial suggestion for remedying the defect). Only periods within the standard support times specified in Clause 8.4 are taken into account.

“Defect category” means the following classification of a defect in the proprietary software by Digi Sapiens:

Defect classes	Consequances of defects	Effects
Severity class 1	Shutdown	A defect in the proprietary software leads to the failure or unavailability of the SaaS as a whole
Severity class 2	Severe obstruction	A defect in the proprietary software leads to the failure of a significant part or individual essential functions of the SaaS and cannot be remedied by a workaround
Severity class 3	Essentially continued operational readiness	The customer can use the SaaS with limited functions so that it is not critical for the overall process
Severity class 4	Insignificant impairment	There is a workaround or the customer can take measures to circumvent the defect

“Target response time” means the time specified below in which Digi Sapiens responds to tickets from the customer via telephone or email depending on the defect category (e.g. by categorizing the defect or making an initial proposal to remedy the defect).
“Target defect rectification time” means the time in which Digi Sapiens carries out a defect rectification depending on the defect category.

Defect category Target response time Target defect elimination

1 5 hours Immediately

2 1 working day 5 working days

3 1 working day 2 – 4 weeks

Times outside Digi Sapiens’ standard support times are not taken into account when calculating the above target deadlines.

Defect category	Target response time	Target defect elimination
1	5 hours	Immediately
2	1 working day	5 working days
3	1 working day	2 – 4 weeks

8.6 As part of the support and during the standard support times, the customer is entitled, in addition to tickets relating to defects in the SaaS, to place general inquiries from users about the use of the SaaS or (user) problems that are not due to a defect in the SaaS (“help requests”) via a help area of the SaaS. Digi Sapiens does not owe specific response times or a specific solution to the help request. Digi Sapiens endeavors to respond to help requests by email to the user within 1 working day.

8.7 The support obligation of Digi Sapiens under this Section 8 shall not apply if and for as long as as long as

the customer does not enable remote access within a reasonable period of time;
the customer does not use the SaaS in accordance with the contract;
the SaaS is modified without the prior consent of Digi Sapiens;
defects are not reproducible by machine;
the defect results from a malfunction of third-party devices, third-party software or the customer’s data;
the SaaS is used with third-party products or components that have not been approved or recommended by Digi Sapiens.

9. Indemnification from claims due to infringements of property rights

9.1 Digi Sapiens shall indemnify the customer during the term of the individual contract against claims for payment and compensation asserted by third parties against the customer due to the infringement of property rights through the use of the services during this period (including reasonable legal costs of the third party and the customer). This does not apply if such infringement was caused (i) by the combination of the Services with software or services not supplied by Digi Sapiens or (ii) by the modification or integration of the Services without the consent or cooperation of Digi Sapiens. Digi Sapiens shall be obliged, within a reasonable period of time and at Digi Sapiens’ discretion, either (i) to acquire from the third party the right of use necessary for the Customer, or (ii) to modify the Services in such a way that they no longer infringe the third party’s intellectual property rights. If this is not possible for Digi Sapiens with reasonable effort in view of the fee, Digi Sapiens shall inform the customer of this in text form. Under these circumstances, either party shall be entitled to terminate the individual contract concerned extraordinarily for good cause in writing in accordance with Clause 11.2.

9.2 A condition for indemnification under clause 9.1 is that the customer has

(i) has immediately informed Digi Sapiens in text form about the claim and all communication in connection with the infringement case;
(ii) has not itself acknowledged the third party’s claim,
(iii) granted Digi Sapiens sole authority to defend against the claim; and
(iv) assists Digi Sapiens to the extent reasonably necessary in the defense or defense of such claim.

9.3 This clause 9 conclusively and fully regulates the liability of Digi Sapiens in the event of an infringement of intellectual property rights in connection with the services. The customer shall only be entitled to further statutory rights in the event of gross negligence or intent on the part of Digi Sapiens or in the event of fraudulent concealment of the infringement of intellectual property rights.

10. Limitation of liability and statute of limitations

10.1 Digi Sapiens shall always be liable to the customer (i) for damage caused by Digi Sapiens and its legal representatives or vicarious agents intentionally or through gross negligence, (ii) under the Product Liability Act and (iii) for damage resulting from injury to life, limb or health for which Digi Sapiens, its legal representatives or vicarious agents are responsible.

10.2 Digi Sapiens shall not be liable for slight negligence unless Digi Sapiens
itself has breached a material contractual obligation, the fulfillment of which is essential for the proper performance of the individual contract and on the observance of which the contractual partner regularly relies and may rely (“cardinal obligation”). This liability for the breach of cardinal obligations is limited to the foreseeable damage typical for the contract in the case of material damage and financial loss. Liability for loss of profit, loss of savings, business interruption and other remote consequential damages is excluded. Liability for the breach of cardinal obligations is additionally limited per contractual year of the individual contract to the agreed annual net value of the individual contract concerned. When concluding an individual contract, the parties may agree on further liability per claim or contract year against separate remuneration. Liability in accordance with the above Section 10.1 remains unaffected by this paragraph.

10.3 Digi Sapiens shall only be liable for damages under a guarantee if this has been expressly assumed in the guarantee. In the event of slight negligence, this liability is subject to the limitations set out in Clause 10.2.

10.4 In the event of loss of data, Digi Sapiens shall only be liable for the expenditure required to restore the data, messages and information if the customer has backed them up properly. In the event of slight negligence on the part of Digi Sapiens, this liability shall only apply if the Customer has carried out a proper data backup immediately before the measure leading to the loss of data.

10.5 Claims for damages shall become time-barred within one year from the start of the statutory limitation period. The statutory limitation periods shall remain unaffected in the event of an intentional or grossly negligent breach of duty by Digi Sapiens, as well as in cases of injury to life, limb or health.

10.6 The above Sections 10.1 and 10.5 shall apply accordingly to claims for reimbursement of expenses and other liability claims of the customer against Digi Sapiens.

10.7 Insofar as Digi Sapiens’ liability is limited, this shall also apply to the personal liability of its employees, workers and other staff and vicarious agents.

11. Term and termination of individual contracts

11.1 Individual contracts are concluded with the signature of both parties. Concluded individual contracts for services have the term specified in the individual contract. If no or no deviating term is specified in the individual contract, individual contracts have an unlimited term and can be terminated by Digi Sapiens or the customer with a notice period of three (3) months to the end of the respective contract year. Notwithstanding the above termination provision, Digi Sapiens is entitled to delete inactive user accounts or user accounts without sufficient credit after 24 months have elapsed since the last activity with at least two (2) weeks’ notice. If the individual contract between Digi Sapiens and the customer ends, the possibility of using the platform ends. This also applies to all users who belong to or are represented by the Client’s organization. Upon termination of an individual contract for SaaS, all stored usage data of the users concerned shall be automatically deleted. The customer must ensure that any data still required, e.g. diagnostic data, is adequately backed up outside the platform.

11.2 The right of the parties to extraordinary termination of an individual contract for good cause remains unaffected by Clause 11.1. Good cause exists in particular if one of the parties breaches one of its material obligations under the individual contract and such breach is not remedied by this party within a reasonable period of time from the date of receipt of the warning, even after an express written warning.

11.3 Any statutory rights of withdrawal of the customer are excluded. The customer’s right of termination under this clause 11 shall be limited in each case to the individual contract affected by the reason for termination. Only to the extent that the continuation of other individual contracts becomes unreasonable or technically impossible for the customer as a result of a termination of an individual contract for which Digi Sapiens is responsible shall the customer be entitled to extraordinary termination of these individual contracts as well. At Digi Sapiens’ request, the Customer must provide written justification and evidence of the unreasonableness or impossibility. Any notice of termination must at least be in text form (e-mail is sufficient).

11.4 Each time an individual contract is terminated, the customer must pay for the services provided and uses made up to that point, without prejudice to any further claims by Digi Sapiens. In the event of termination of an individual contract concerning SaaS, the customer shall cease to use the SaaS and the customer’s access to support services shall be blocked. The customer is obliged to return the originals and all copies and partial copies of the platform, all parts of the documentation and all other documents and information provided to Digi Sapiens within three (3) working days of termination of the individual contract or to delete them irrevocably and, at Digi Sapiens’ request, to affirm this deletion in lieu of an oath. If required by mandatory statutory provisions, the customer may request the retention of certain documents for archiving purposes only.

11.5 The termination of an individual contract shall have no effect on any rights and obligations of the parties under Sections 10, 12, 13.5 to 13.7 of these GTC.

12. Confidentiality and data protection

12.1 “Confidential Information” means all technical and/or commercial information
information that either party receives in any form whatsoever from the other party by oral or textual communication, demonstrations, devices, models, samples of any kind and visual recordings of the said information, including information relating to the respective business activities or operations, with or during the performance of an individual contract covered thereby. All terms of these GTC or any individual contract shall be deemed Confidential Information of each party. The Documentation, the functions and processes mapped by the Software and the passwords and codes and hardware settings used by Digi Sapiens shall be deemed Confidential Information of Digi Sapiens. The data processed by the Software shall be deemed Confidential Information of the Customer. Such information is not considered Confidential Information,

(i) which are freely accessible without this being due to a failure of the other party to fulfill its contractual obligations,
(ii) already known to the other party or demonstrably already in the possession of the other party
(iii) which can be shown to have already been independently developed by the other party; or
(iv) which the other party has received without restriction as to disclosure of information.

12.2 Each party agrees (a) to keep the other party’s Confidential Information confidential and to exercise the same degree of care with which it normally protects its own information, or at least reasonable care, (b) to use the Confidential Information disclosed by the other party only for the purpose of entering into or performing this Agreement or any individual contract hereunder, (c) to use the other party’s Confidential Information only restrictively or to disclose it to its employees or the employees of one of its affiliates or to other contractors or consultants it engages, or to the customer or the customer’s employees only if the other party’s Confidential Information has been disclosed to the other party. (d) advise employees, contractors, consultants and customers of their obligations with respect to the other party’s Confidential Information; and (e) not reverse engineer (including, without limitation, into human-readable source code) or decompile (except as required by applicable law) the other party’s Confidential Information.

12.3 Digi Sapiens is entitled to name the customer publicly as a reference customer on standard marketing media (website, brochures). If the customer’s brands or logos are used, this shall require the customer’s prior approval.

12.4 Each of the parties undertakes to comply with the applicable data protection law. For this purpose, the “Special conditions for order processing” apply between the parties within the scope of Art. 28 GDPR, available at https://www.laletu.de/avv. Third-party contractors within the meaning of section 3.8, who process personal data of the customer as subcontractors of Digi Sapiens within the meaning of Art. 28 para. 4 GDPR, are identified in detail by Digi Sapiens in the Special Terms and Conditions for Order Processing.

13. Miscellaneous

13.1 These GTC or the individual contract and its conclusion or termination shall be governed by German law to the exclusion of its provisions on private international law.

13.2 The place of jurisdiction for any dispute arising from and in connection with these GTC and an individual contract – also with regard to its conclusion and termination – with a merchant, a legal entity under public law or a special fund under public law is the registered office of Digi Sapiens. The above choice of this place of jurisdiction is exclusive for the customer only.

13.3 Should one of the provisions of these GTC or an individual contract prove to be invalid, unenforceable or unlawful under applicable law, this shall not affect the validity of the remaining provisions. The parties shall make every reasonable effort to replace the ineffective provision or the ineffective part thereof with a new provision that reflects as far as possible the economic result intended by the parties.

13.4 The customer hereby consents to any future assignment of individual contracts by Digi Sapiens to a third party who acquires the business of Digi Sapiens or all material assets of this business.Digi Sapiens shall inform the customer of any such assignment in text form in advance if possible.

13.5 The assignment of rights and claims arising from an individual contract by the customer to a third party is excluded without the prior consent of Digi Sapiens. This consent must be given in text form.

13.6 Amendments and additions to an individual contract must be made in text form. The waiver of this text form requirement must also be in text form.

13.7 The contents of an individual contract and all appendices thereto constitute the entire agreement between the parties with respect to the subject matter thereof and supersede any prior or contemporaneous written or oral communication, representation or agreement.