General Terms and Conditions of Pedif Digital
Preamble
The following general terms and conditions (hereinafter "GTC") apply to the use of software programs (hereinafter "Software") produced by Pedif Digital, hereinafter referred to as Pedif, and provided to businesses as a software-as-a-service.
The following conditions apply between the contracting parties:
• The contractual scope of the software;
• The terms and conditions stipulated in the contract
• The following General Terms and Conditions;
• The supplementary contractual terms and conditions for the procurement of IT services (EVB-IT) in the version valid at the time of conclusion of the contract. These are supplementary contractual terms and conditions for the procurement of services in the field of information technology, which are formulated by the Cooperation Committee ADV Federal/State/Municipal Sector (KoopA ADV) in consultation with the Federal Association for Information Technology, Telecommunications and New Media (BITKOM);
In case of discrepancies and/or contradictions, the above regulations shall apply in the order listed.
The customer's general terms and conditions do not apply, even if Pedif does not expressly object to them. The general terms and conditions of Pedif Digital apply exclusively.
If changes to these Terms and Conditions are intended, the customer will be notified in writing before they take effect. In the case of significant changes to the Terms and Conditions, the customer has a special right of termination at the time the changes take effect.
Subject matter of the contract
The subject of the contract are Pedif’s software solutions:
• The provision of the software program Digital Transfer Center (hereinafter "DTC") for server-based use
• The provision of the software program Digital Information Center (hereinafter "DIC") for server-based use
• The provision of the software program Pedif Customer Platform (hereinafter "SCP") for server-based use
The data collected, processed and generated by the software is stored on the data center's servers.
The place of performance is the router output of the hosting partner used by Pedif.
Type and scope of services
The type and scope of the mutual services are determined within the framework of the conclusion of the contract based on an offer from Pedif and its acceptance by the customer.
Minor, technically-related deviations and deviations that occur due to legal regulations or in the course of maintaining or improving Pedif's services, or as part of the technical development of Pedif's service structure, are permissible as long as they do not impair usability for the contractually intended purpose and are reasonable for the customer. This also applies to any replacement of service features with equivalent or higher-quality features.
Dates for the setup and initial provision of services in Pedif's offers depend on the individual circumstances of the customer and are therefore non-binding, unless deadlines and dates were expressly marked as binding within the framework of the conclusion of the contract.
Rights
Pedif grants the customer a non-exclusive, non-transferable, and non-sublicensable right to use the software products specified in the agreement for the duration of the agreement. The software is provided server-based via the Internet.
The customer may therefore, particularly after termination of the contract, request Pedif to release individual or all data that was contributed and/or created by the customer using Pedif's software and which is subject to the customer's exclusive authorization.
The data will be released electronically. However, the customer has no right to receive software suitable for using the data.
The customer’s rights under this contract are not transferable to third parties.
Customer Obligations
In order to enable Pedif to properly fulfill the contract, the customer will provide the information necessary for the execution of the contract upon conclusion of the contract.
The customer shall bear any additional costs incurred by Pedif due to additional work being required due to incorrect or incomplete information provided by the customer. Pedif's current price list applies.
Upon conclusion of the contract, the customer shall designate a contact person to Pedif who will serve as a binding and authorized contact person. The customer is obligated to immediately notify Pedif in writing of any changes to the contact person or their contact details.
The customer undertakes to use the software exclusively in accordance with the contract.
The customer is responsible for ensuring that data communication is carried out in accordance with the contract. In particular, the customer must refrain from sending or uploading unwanted data (e.g., stray data, spam, illegal or immoral data).
The customer assures Pedif that he is authorized to use and transmit any data material transmitted as part of the service.
It is prohibited to pass on Pedif software or access to it to third parties or to make it accessible to third parties in any other way.
The customer is not entitled to decompile, reproduce and/or use parts of the software to create a separate application.
It is prohibited to remove, change and/or modify copyright information.
The customer hereby acknowledges Pedif's names, trademarks and other intellectual property rights in relation to the software products and associated documentation.
Contract duration and termination
The contract has a term according to the offer, starting from the date of its subsequent signature. If no specific term has been agreed upon in the offer, e.g., by prepaying the monthly fees for a specific period, then a term of one month applies.
The service term will automatically renew for the previous term after the expiration of the respective term unless terminated by either party. The service can be terminated at any time in writing (e.g., by email to info@supedio.com ) with at least one month's notice prior to the end of the term. Services ordered and paid for prior to termination that have not been fully utilized by the end of the contract will not be refunded.
The right to terminate for good cause remains unaffected.
Pedif is particularly entitled to terminate the contract for good cause:
• In the event of payment arrears by the customer,
• In the event of violations of contractual agreements according to the service certificate, AV contract and/or these General Terms and Conditions.
In this case, Pedif also reserves the right to assert claims for damages against the customer resulting from the breach of contract. Any termination must be in writing.
Service Level
Pedif reserves the right to make further developments and changes to services after conclusion of the contract in the course of technical progress and/or performance optimization.
Pedif ensures that the provided software is operated in a suitable environment with suitable hardware.
The data center network availability averages 99% per year. This excludes periods designated by Pedif as maintenance windows and availability disruptions beyond Pedif's control. This also includes outages due to force majeure.
The customer's connection to the Internet is the sole responsibility of the customer.
Prices and payment conditions
For Pedif's services, the fee agreed in the contract or based on the price list valid at the time the contract is concluded will be charged.
One-off/special payments will be invoiced upon conclusion of the contract or annually in advance.
Ongoing monthly fees are calculated after the end of each billing month.
Payments are made non-cash within the payment term stated on the respective invoice without deductions by direct debit or bank transfer.
In the event of late payment, Pedif is entitled, among other things, to charge default interest amounting to 9 percentage points above the respective base interest rate per annum.
Pedif reserves the right to change fees to a reasonable extent after the expiration of the agreed minimum term or to charge new access and usage fees for the service. Notice of fee changes will be given to the customer in text form at least 60 days before they take effect. If the customer does not expressly object in text form within 30 days of receiving the notification, consent to the changed fees will be deemed given.
Right of retention / offsetting
If the payment deadline is exceeded and payment is delayed, Pedif may restrict or suspend performance by exercising a right of retention.
The customer is not entitled to offset claims unless the claims are legally established or acknowledged in writing by Pedif.
Warranty
Any errors in the software and the associated documentation will be corrected by Pedif free of charge within a reasonable period of time.
The customer is obliged to inform Pedif immediately after discovering any errors.
To fulfill its warranty obligation, Pedif may, at its own discretion, either repair the software or provide the customer with a newer version of the software.
If the software is not used by the customer in accordance with the contract, warranty claims are excluded.
The limitation period is one year.
Liability
Pedif Digital is not liable for any loss of data by the customer. It is the sole responsibility of the customer to ensure adequate backup of their data before, during, and after the contractual collaboration with Pedif Digital.
Pedif Digital is also not obliged to restore data.
Pedif Digital is only liable for damages that are not caused to the subject matter of the contract itself:
• In case of intent
• In case of gross negligence
• In case of culpable injury to life, body or health;
• In case of fraudulent intent;
• Or in case of assumption of guarantees for the quality or other guarantees.
In the event of a culpable breach of essential contractual obligations, Pedif Digital is also liable for gross negligence and slight negligence. However, liability in the case of slight negligence is limited to the damage typical for the contract and reasonably foreseeable.
All further claims, in particular those arising from strict liability, are excluded.
Liability under the Product Liability Act remains unaffected by the above limitations of liability.
Confidentiality / Data Protection / Marketing
The contracting parties undertake to keep confidential all information and documents that become known to them from the other contracting party in the course of the contract execution.
This does not apply to generally known or accessible information.
The provisions of the EU GDPR and the German Federal Data Protection Act (BDSG) apply to the performance of the contract. The customer is responsible within the meaning of the aforementioned provisions.
By exchanging or providing personal data, the customer simultaneously agrees to data processing.
To the extent that Pedif processes personal data, this processing will only take place within the framework of the contractual relationship or other written instructions from the customer.
Pedif may use its customer's name for advertising purposes in a manner customary in the industry, for example by advertising with the company name and/or company logo on its website, unless the customer has objected to this use.
Written form / Communication / Place of jurisdiction
All changes and additions to the contractual agreement must be made in writing. This also applies to any waiver of this written form requirement.
Pedif is entitled to process all correspondence – including invoicing – by email.
The exclusive place of jurisdiction for all disputes arising from this contract shall be the registered office of Pedif Digital, provided the client is a merchant, a legal entity under public law, a special fund under public law, or has no place of jurisdiction within Germany. Notwithstanding this, Pedif Digital is entitled to sue the client at its general place of jurisdiction.
The law of the Federal Republic of Germany shall apply exclusively, excluding international private law and the UN Convention on Contracts for the International Sale of Goods.
The contract language is German.
Severability Clause
Should individual provisions of the contractual agreement or these General Terms and Conditions be or become invalid in whole or in part, the validity of the remaining provisions shall not be affected. Instead, the invalid provision shall be replaced by a valid provision to be agreed upon by the parties that most closely approximates the economic purpose of the invalid provision. The same applies to any gaps in the contract.
Version 001
Date: 06.04.2021