A subscription agreement can be concluded for the convert4print which ensures that the installation is up to date for the duration of the agreement.
Advantages of concluding a subscription agreement:
- Our products are constantly developed and improved. These enhancements are only available to new customers or customers with a current subscription agreement as soon as it is released.
- New versions of our software, which become necessary due to new operating system versions or other changes in the operating systems of the computers involved, are available free of charge. In this way, progress and new developments in the operating system can also be used. Only in this way is it possible to use the latest hardware.
- As soon as errors or security gaps are discovered and corrected, the new version can be used - even beyond the warranty period. Without subscription agreements, this is only possible until the warranty expires or until the next program version is released.
- The subsequent purchase of new components is possible at any time - without a subscription agreement only until the release of a new program version. For installations with a subscription agreement, the current license can be temporarily extended by new components for evaluation purposes.
- When migrating to a newer version, we temporarily provide a second license to customers with a current subscription agreement in order to be able to put the new version into operation in parallel without disrupting productive operation. On request, we also migrate the database for the customer in-house.
- Only with an ongoing subscription agreement can a license be temporarily extended by further components, for example to cover peak loads. The additional components are only rented.
- With an ongoing subscription agreement, a second license can be purchased for permanent testing and evaluation purposes at a reduced price.
- Concluding a subscription is much cheaper than purchasing a new version of the program later, especially as the subscription prices also take into account discounts granted when purchasing licenses.
§1 Scope of application
(1) The present conditions regulate the purchase of extended or improved new versions of the software of SPE Systemhaus GmbH (SPE) by licensees (subscribers). They shall apply in all cases in which SPE provides the subscriber with new versions of the software for its own long-term use.
(2) Further services such as installation, integration, parameterisation, adaptation, training, instruction, software maintenance etc. are not subject to these terms and conditions and may be subject to separate contracts.
§2 Subject matter of the contract
(1) The subscriber acquires from SPE all future extensions, improvements and other new versions (new software versions), which are generally released during the term of this contract, to the software (software) specified in the license certificate as well as the associated documentation, under the conditions of this subscription agreement.
(2) The associated documentation is provided exclusively in German and in electronic form and can be downloaded from the SPE website (https://www.spe-systemhaus.de). The SPE shall update the documentation to the extent necessary for the contractual use of the Software.
(3) The source code of the software is not the subject of the contract. The software is only delivered in object code. If open source programs or libraries are part of the software, their source codes will be made available in the version used for creating the software in accordance with the respective license terms of these programs or libraries.
(4) Insofar as the scope of delivery of the license agreement also includes third-party software, newer versions shall not be the subject of this contract but shall be the subject of a separate contract with the respective manufacturer.
(5) The quality and functionality of the software as well as the required system environment shall be determined conclusively from the license certificate and the documentation belonging to the software. The descriptions of the software contained therein are performance descriptions and not guarantees, unless they are expressly referred to as guarantees.
(6) New software versions may differ from older versions in operation and processes.
§3 Conclusion of contract, term and notice of termination
(1) A new subscription agreement can only be concluded by SPE at the same time as a license agreement or within 24 months after the conclusion of a license agreement for the software named in the respective license certificate. The agreement shall commence with the month following its conclusion. If the subscription agreement is not concluded together with the license agreement, the months prior to the beginning of the subscription agreement shall be regarded as bridging months.
(2) A follow-up agreement for the extension of a terminated subscription agreement can only be concluded within the first three months after the end of the previous subscription agreement. The term of the Subsequent Agreement may, at the option of the parties, immediately follow the term of the previous Subscription Agreement, or the Subsequent Agreement shall commence the month following the date on which the Subscription Agreement was entered into, and the months between such Subscription Agreements shall be considered as bridging months.
(3) If the Software is transferred pursuant to §8 of the License Agreement, the new Licensee may take over an existing Subscription Agreement and continue it in its own name. The New Licensee may also enter into its own Subscription Agreement within the first three months after the end of the previous Licensee's Subscription Agreement.
(4) If a subscription agreement is concluded within the period specified in paras. 1 to 3, the subscriber is obliged to pay the remuneration also for the period between the conclusion of the licence agreement or the end of the previous subscription agreement and the start of the new subscription agreement - the bridging months.
(5) The Subscription Agreement shall commence in the month following its conclusion, except in the case of the immediately subsequent Subsequent Agreement pursuant to §3.2.
(6) Upon conclusion of the Subscription Agreement, the Subscriber shall receive a signed license file in which the expiry date of the Subscription Agreement is noted. The license file thus unlocks all software versions that have been or will be released up to this expiration date. The current software version can be downloaded from the SPE website (https://www.spe-systemhaus.de). Subscribers may download, install and use the new versions within the scope of this contract.
(7) The subscription agreement is concluded for a period of twelve months, beginning with the month following the conclusion of the agreement. The Subscription Agreement will terminate automatically without notice. The SPE shall inform the Subscriber of the expiry of the Subscription Agreement and shall offer a follow-up agreement if contact details are available.
(8) A different term of 13 to 23 months is possible once, if this is desired, e.g. to synchronize the term of the subscription agreement with the fiscal year of the subscriber.
§4 Rights of use
(2) For the purpose of migration to the new version, the subscriber is entitled to operate the old version in use parallel to the new version for a limited period of time. SPE shall provide a temporary license file with an appropriate number of additional test licenses for the duration of the migration.
(3) With the productive use of the new version by the subscriber, the right of use for the previously acquired versions of the software shall lapse at the same time. The subscriber is obliged to uninstall and remove the old version after a reasonable period of time as soon as it is no longer required for security reasons.
(1) To the extent that the subscriber extends the existing installation during the term of this subscription agreement by additional licenses for use of already installed individual components or by additional individual components, the subscription agreement shall also extend to these new licenses for use or individual components.
(2) The new user licenses and individual components shall be included in this Subscription Agreement for the remaining term from the month following the respective acquisition. A possibly concluded follow-up agreement then covers the entire extended installation.
§6 Remuneration, due date
(1) The remuneration for the subscription amounts to 1% of the purchase price of the individual components included in the subscription agreement on the basis of the original license certificate per month. In the case of subsequent extensions, the calculation basis shall be increased by the remuneration for the respective extension from the month following the extension.
(2) For the period between the purchase or the end of a subscription agreement and the start of the subscription agreement - the bridging months - a remuneration in the amount of 1.5% of the purchase price of the individual components included in the subscription agreement on the basis of the original license certificate per month is due.
(3) In the event of a follow-up agreement pursuant to §3.2 immediately following a previous subscription agreement, an additional fee of 1% of the purchase price of the individual components included in the subscription agreement on the basis of the original license certificate per month shall be due for the months between the end of the previous subscription agreement and the conclusion of the follow-up agreement, as well as for the month of conclusion itself.
(4) All prices are to be paid plus the statutory value added tax.
(5) The remuneration is due in advance upon conclusion of the subscription agreement or its extension for the entire term.
(6) The subscriber shall be obliged to pay the remuneration to SPE without deduction upon invoicing.
§7 Terms and conditions of purchase of the subscriber
(1) Purchasing conditions of the subscriber which deviate from this Subscription Agreement shall not become part of the contract even if SPE accepts and executes an order of the subscriber without expressly contradicting the purchasing conditions.
(2) To the extent that the licensee is required to generate an order for its internal processing, the licensee shall formulate the text of the order in such a way that it complies with this Subscription Agreement.
§8 Warranty for material defects and defects of title
(1) SPE warrants the agreed quality of the software and the associated documentation as well as that the licensee can use the software in accordance with the contract without infringement of third-party rights. The warrantydoes not apply to defects caused by the Software being used in a hardware or software environment that does not meet the requirements specified in the license certificate.
(2) The Licensee shall inspect the software and the associated documentation immediately upon receipt in accordance with § 377 HGB (German Commercial Code) insofar as this is feasible in the ordinary course of business and, if defects become apparent, shall immediately notify the SPE thereof. If the SPE is not notified, the software and associated documentation shall be deemed to have been approved, unless the defect was not identifiable during the inspection. The same shall apply if such a defect becomes apparent later. Otherwise § 377 HGB applies.
(3) If a material defect of the delivered software or the associated documentation is present at the transfer of risk to the licensee, SPE shall be entitled to remedy the material defect either by delivery of a new defect-free release version (new delivery) or by elimination (subsequent improvement) at its discretion.
(4) The removal of a material defect may also consist, at SPE's option, in SPE providing the licensee with reasonable telephone, written or electronic instructions to avoid the material defect.
(5) If SPE is unable to remedy a material defect within a reasonable period of time or if the rectification or replacement is to be regarded as having failed for other reasons, the licensee may, at his discretion, withdraw from the contract or reduce the remuneration. The repair or replacement shall not be deemed to have finally failed upon the second attempt. Rather, SPE shall be free to decide on the number of attempts at subsequent performance during the periods for rectification or subsequent delivery. A failure of the rectification or the new delivery can only be accepted if SPE seriously and finally refuses these actions, unreasonably delays them or if other special circumstances exist which make further waiting unreasonable for the licensee.
(6) If it turns out in the course of troubleshooting that the software delivered by SPE did not have a material defect at the time of passing of risk, SPE shall be entitled to invoice the licensee for the expenditure associated with the troubleshooting and error processing in accordance with the then valid SPE price list for services; This applies in particular if the reported error is caused by unsuitable or improper operation, faulty installation by the Licensee or by a third party commissioned by him, by the use of the software in a system environment that has not been agreed or by improper intervention in the software by the Licensee or a third party commissioned by him (e.g.B. for the purpose of troubleshooting).
(7) The Licensee shall be obliged to notify SPE immediately of any material defects found, stating the type of material defect and the program sequence in which the material defect occurs. In doing so, the Licensee shall observe any formal requirements of SPE for the notification of defects and, in particular, shall use a malfunction report form provided by SPE. The licensee shall be obliged to support SPE free of charge in troubleshooting and processing the defects to the extent necessary, in particular to provide the data, information and files required for troubleshooting and to take the necessary measures on his side. The licensee is obliged to adopt a new release of the software delivered by SPE, provided that the contractually agreed functional scope is maintained and the installation does not lead to unreasonable adjustment and conversion costs for the customer.
(8) Insofar as the contractual use of the software and associated documentation supplied by SPE leads to an infringement of copyrights or other industrial property rights of third parties, SPE shall, at its own expense and at its option, either procure for the licensee the right to further contractual use or modify or replace the software or documentation in a manner reasonable for the licensee in such a way that there is no longer an infringement of rights of third parties. If this is not possible under economically reasonable conditions or within a reasonable period of time, both the Licensee and the SPE shall be entitled to withdraw from the contract. The SPE shall indemnify the licensee against undisputed or legally established claims of the holders of the industrial property rights.
(9) The obligations of the SPE referred to in para. 8 shall only apply if the licensee informs the SPE immediately of the infringements of industrial property rights asserted against him, supports the SPE to a reasonable extent in defending the asserted claims, if necessary assists the SPE in modifying or replacing the software in accordance with para. 8, and if the SPE is informed by the licensee of the infringements of industrial property rights asserted against him. 8, all defensive measures, including out-of-court agreements and acknowledgements, are reserved exclusively for the SPE or are exercised in consultation with the SPE, and the infringements of intellectual property rights are neither based on an instruction by the licensee nor on an unauthorised modification or unauthorised use of the software by the licensee.
(10) All claims of the licensee due to material defects or defects in title of the software or the associated documentation, with the exception of claims for damages, shall become statute-barred within one year after delivery of the software to the licensee. This shall not apply to defects which SPE maliciously concealed, intentionally or grossly negligently caused and also not insofar as a guarantee in the sense of § 443 BGB (German Civil Code) has been assumed for the quality.
(1) Irrespective of the legal basis, SPE shall be liable in full for damages resulting from injury to life, body or health which are based on an intentional or negligent breach of duty by SPE or an intentional or negligent breach of sight by a legal representative or vicarious agent of SPE, in the absence of a guaranteed quality within the meaning of § 443 BGB and for damages which SPE or a vicarious agent or legal representative of SPE has caused intentionally or through gross negligence.
(2) In the event of a breach of an essential contractual obligation which was decisive for the licensee for the conclusion of the contract, SPE shall be liable, insofar as no case mentioned in para. 1 exists, only for the damage typical for the contract and reasonably foreseeable at the time of conclusion of the contract.
(3) Any further liability of SPE for damages or reimbursement of futile expenses shall be excluded. Liability under the Product Liability Act shall remain unaffected.
(4) When concluding the contract, SPE shall assume that € 500,000 per case of damage, but a maximum of € 2 million in total, shall be sufficient to cover the typical contractual damage referred to in para. 2 which is to be compensated and which was reasonably foreseeable when the contract was concluded. Should the Licensee be of the opinion that the risk of loss to which he is exposed is not covered by the aforementioned amounts, he shall draw the attention of the SPE to this circumstance prior to the conclusion of the contract so that the parties can agree on appropriate coverage for this additional risk.
5. The licensee shall himself be responsible for the regular backup of his data. Any liability for the loss of data shall therefore be limited to the recovery costs that would have been incurred if the data had been backed up regularly and in accordance with the current technical standard.
(1) The law of the Federal Republic of Germany shall apply exclusively to all legal relationships between the contracting parties. The application of the UN Convention on Contracts for the International Sale of Goods is expressly excluded.
(2) Place of performance and exclusive place of jurisdiction for all legal disputes arising from or in connection with this contract shall be the registered office of SPE.
(3) All disputes arising from or in connection with this contract shall first be settled by the parties through mediation by an out-of-court mediator. Only if the mediation does not take place or ends without the dispute being fully resolved shall the parties have access to the courts. The parties are not prevented from filing applications in proceedings for interim relief or other summary proceedings. In all other cases, one party must grant the other party the possibility of mediation before initiating a legal dispute.
(4) If the parties are unable to agree on a mediator, the mediator shall be appointed by EUCON, Europäisches Institut für Conflict Management e.V., Schackstrasse 1, 80539 München, Tel. +49 / 089 / 57 95 18 34, Fax +49 / 089 / 57 86 95 38, firstname.lastname@example.org, www.eucon-institut.de at the request of one of the parties.
SPE Systemhaus GmbH, Waldstraße 7, D-63150 Heusenstamm, Release May 2018
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