General Terms and Conditions

1. Validity and Definitions

1.1 Validity

Succevo GmbH and its affiliate companies, hereinafter referred to as the 'Provider', provides services exclusively in accordance with these General Terms and Conditions. The 'Customer' is an individual or entity that wishes to make use of the Services of the Provider by either opening the download package of the Services, clicking the 'Agree' button, submitting an application or order, or in any other way obtaining access to the Provider's Services. The validity and application of any other general terms and conditions of the Customer is expressly excluded.

1.2 Definitions

• (a) 'Authorised User' means Customer's employees, consultants, contractors, and agents who are authorised by Customer to access and use the Services under the rights granted to Customer pursuant to this Agreement and for whom access to the Services has been purchased.
• (b) 'Contract' means any agreement between Provider and Customer related to any Service which incorporates these General Terms and Conditions.
• (c) 'Customer Data' means information, data, and other content, in any form or medium, that is submitted, posted, or otherwise transmitted by or on behalf of Customer or an Authorised User through the Services.
• (d) 'Individual Services' means consulting, development, design, implementation, and training services offered by Provider as specifically requested by or designed for an individual Customer.
• (e) 'Intellectual Property Rights' means any and all registered and unregistered rights granted, applied for, or otherwise in existence under or related to any invention, patent, copyright, trademark, design, trade secret, database protection, or other intellectual property rights.
• (f) 'Party(ies)' means the Provider and the Customer as parties to a specific Contract.
• (g) 'Product(s)' means the software-as-a-service (SaaS) offering — Meetingbox — comprising (inter alia): Project Workflow Management (PWM), Event Management (EM), Mobile Event Applications (MEA), Meetingbox Intelligence (MI), and Virtual Events, as well as any stand-alone software applications (mobile or otherwise) and any application integrated in the Provider's SaaS solutions.
• (h) 'Service(s)' means Products and/or Individual Services.
• (i) 'Terms and Conditions' means these General Terms and Conditions or any applicable part thereof.

2. Scope of Application and Subject Matter

2.1 These Terms and Conditions apply to all types of Services subject to a Contract between Provider and Customer and to all offers for such Services issued by Provider.

2.2 All offers of the Provider are non-binding, unless explicitly stated otherwise in the offer. The Provider reserves the right to make minor technical deviations from the offers even after acceptance by the Customer.

3. Contents of Services and Obligations of the Parties

3.1 The Provider is bound to provide an externally hosted software application for use by the Customer and its Authorised Users, as specified in the individual Contract, as well as the monitoring of such application. The obligation to provide Services is effectuated after payment of the first instalment agreed in the Contract is received.

3.2 The Provider is not obliged to repair errors arising from source code refactoring, virus attacks, or other malware on the Customer's computer systems.

3.3 The Customer shall create and maintain, at its own expense and responsibility, the technical requirements of internet access and the possibility for remote maintenance and access.

3.4 The Provider is not responsible if the Customer's services, systems, or applications violate applicable laws, official regulations, compliance requirements, or ISO standards. Compliance therewith is solely the Customer's responsibility.

3.5 Individual extensions and adaptations of Product functionalities must be expressly agreed and are not included in the standard scope of Provider's services.

3.6 Except as expressly agreed in writing, Provider does not make any guarantees regarding certain characteristics or properties of any Service. The scope of Services does not include the provision of legal or tax advice. The Customer shall be solely responsible for clarifying and defining legal, fiscal, and regulatory requirements.

3.7 Contractually committed delivery dates and performance deadlines are binding only if expressly designated as such in the Contract or by the Provider in writing.

3.8 During the Contract period, access to the Product is available to the Customer seven days a week / 24 hours a day with an average availability of 99.9999% (measured annually) at the handover point, except for required downtime for maintenance and software updates. The handover point is the output from the router in the computer centre used by the Provider.

3.9 The continuous development of adaptations and patches for the software is an essential component of the Services. As part of the further development of Products, some sub-functions may be changed or eliminated, which shall not be considered an error or defect as long as the achievement of the Contract purpose for the Customer is not jeopardised.

4. Customer Support

As far as the use of a support hotline is expressly agreed, the Provider shall provide the Customer with a Customer Support Hotline for fault reports within the scope of normal business hours, as agreed in the Order Form. The hotline is reached via a ticket system made available to the Customer upon completion of the Contract. Only technical faults (system non-availability, bugs, etc.) are to be reported via the hotline. The Customer shall designate an authorised person to submit support inquiries. If the designated person changes, this must be notified in writing with at least 14 days' notice.

5. Rights of Use

5.1 The Customer receives the non-exclusive, non-transferable, and non-sub-licensable right of use, limited to the Contract period, to access the software functionality of the agreed Product via internet.

5.2 The software of the Product is protected by copyright. The copyright, patent rights, trademark rights, design rights, and all other Intellectual Property Rights to the software belong exclusively to the authors, manufacturers, and designers of the Products and their assigns.

5.3 The Customer is not authorised to use the software beyond the time-limited use permitted in the Contract, to allow use by third parties, or to make it accessible to third parties. The Customer is not permitted to reproduce, sell, make publicly available, modify, or refactor the software or any parts of it, or to provide the software to others.

5.4 For each case in which the Customer culpably allows use by third parties, the Customer shall pay compensation in the amount of the remuneration due for a minimum contract period of 2 years at the highest level for a single user for the relevant Product. The right to claim further damages is reserved.

5.5 The Customer is not entitled to decompile, reverse engineer, disassemble, or reproduce any part of the software to create a separate application, unless to the extent permitted by applicable copyright law.

5.6 The Customer shall provide the Provider, upon request, with all documents and information useful for the Provider to assert claims against third parties.

5.7 With respect to results created by Provider for the Customer during Individual Services, Provider grants the Customer a non-exclusive, non-transferable, perpetual, fully paid-up and royalty-free licence to use such results for the Customer's internal business purposes. Provider reserves all rights in and to Provider Assets and pre-existing Intellectual Property.

5.8 In the event of material breaches of the Customer's obligations, the Provider shall be entitled to suspend the Service and cancel the contractual relationship for cause without advance notice.

6. Training

At the request of the Customer, the Provider will carry out additional training of the Customer's employees with regard to the Services specified in the Contract. Such training requires express agreement between the Parties and will be governed by a separate training contract.

7. Subcontractors

The Provider may provide its Services through subcontractors. The use of subcontractors does not relieve the Provider of responsibility for the performance of its obligations under this Contract.

8. Customer's Obligation to Cooperate

8.1 The Customer undertakes to inform its users of the rights and obligations under these Terms and Conditions in good time prior to the start of use. The Customer is liable for all breaches of duty committed by its users and by other third parties in the sphere controlled by the Customer.

8.2 The Customer shall hold the Provider and its vicarious agents free and harmless from and against all claims of third parties based on the unlawful use of any Product by the Customer.

8.3 Personal access credentials (username and password) may not be passed on to third parties and must be kept secure. If there is reason to suspect that unauthorised persons have become aware of the access data, the Customer must immediately change it and notify the Provider in writing.

8.4 The Customer ensures that the Services and Products are not misused for illegal or inappropriate purposes and that permitted users do not introduce viruses, trojans, or malware into the Services.

9. Warranty

9.1 The Customer must immediately notify the Provider of any defect, error, or malfunction.

9.2 The limitation period for warranty claims is limited to one (1) year after (i) the first day of access to the relevant Product or (ii) the completion of the relevant Individual Services.

9.3 The elimination of defects is carried out by free repair. The Provider must be granted a reasonable period of time for this purpose. The Provider may replace the software in whole or in part for the purpose of defect remedy with the Customer's consent.

9.4 A termination for good cause by the Customer is only permitted if the Provider has been given sufficient opportunity to remedy the defect and such remediation has finally failed.

9.5 The rights of the Customer due to defects are excluded insofar as the Customer has made unauthorised changes to the Services, unless these changes had no influence on the occurrence of the error.

10. Data Privacy, Data Security, and Confidentiality

10.1 Both Parties undertake to comply with all applicable data protection and privacy laws and regulations, in particular the Regulation (EU) 2016/679 (General Data Protection Regulation, 'GDPR') and applicable national data protection laws, and to obligate their employees involved in the performance of the Contract to the secrecy of data.

10.2 If the Customer alone or through the Provider collects, processes, or uses personal data, the Customer is responsible for ensuring that they are entitled to do so in accordance with applicable law. In the event of breach, the Customer shall indemnify the Provider against claims of third parties.

10.3 The Customer remains the 'controller' of their data within the meaning of applicable data protection legislation. The Parties agree to enter into a separate Data Processing Agreement ('DPA') if and when the processing of personal data on behalf of the Customer forms part of the Services of the Provider. The Provider is only entitled to process Customer data according to the Customer's instructions and within the scope of the Contract and the DPA.

10.4 The Provider takes the technical and organisational security measures required under the GDPR and any applicable DPA. The Customer is not authorised to access the premises, servers, or system components holding the software application.

10.5 The Parties shall negotiate and enter into a customary confidentiality agreement in good faith to protect confidential information exchanged in the course of the Services.

10.6 The Provider is entitled to disclose its business relationship with the Customer in its marketing materials, website, and other publications, including the Customer's name and logo as a reference, unless the Customer objects in writing.

10.7 Transfers of personal data to third countries (including the USA) are subject to appropriate safeguards in accordance with Art. 46 GDPR, including Standard Contractual Clauses (SCCs) and, where applicable, reliance on the EU-US Data Privacy Framework (DPF) adopted on 10 July 2023.

11. Acceptance

If an acceptance procedure is required for Individual Services, the Provider shall notify the Customer when the ordered Service is ready for acceptance. If the Customer does not declare acceptance within three weeks of completion and has not reported significant defects, the Service is considered accepted. Acceptance also takes place immediately upon the Customer's use of the Services.

12. Terms of Payment

12.1 The Customer pays the Provider the remuneration agreed in the Contract. Amounts stated in the Contract are net prices plus applicable taxes and levies.

12.2 Agreed remuneration for licence services will be invoiced annually in advance, unless agreed otherwise in the Order Form.

12.3 The Customer shall reimburse the Provider for all reasonable travel and out-of-pocket expenses incurred in connection with Individual Services.

12.4 In case of default, the Provider charges default interest at 9 percentage points above the base interest rate pursuant to Section 247 BGB.

12.5 Invoiced amounts are payable no later than on the 10th day after receipt of the relevant invoice unless stipulated otherwise.

13. Default

In the event of delayed payment, the Provider is entitled to discontinue the Service at the expense of the Customer. The Customer remains obliged to pay the remuneration. The Provider will provide a warning after two weeks of delay, and is entitled to terminate the Service after 4 weeks of delay.

14. Insolvency / Bankruptcy

The Customer must immediately notify the Provider if insolvency proceedings have been applied for or are intended, if insolvency proceedings have been opened by third parties, or if the Customer has to cease payments due to financial difficulties. In such cases, the Provider may terminate the contract extraordinarily without advance notice.

15. Force Majeure

The Provider is not obligated to fulfil its contractual obligations in the event of and for the duration of any impossibility or obstacle due to circumstances beyond its control, including: fire, explosion, flooding; war, acts of terror, social unrest, blockade, embargo, strikes, or other labour disputes not caused by the Provider; or lack of energy supply or technical problems of the internet not influenced by either Party. The Provider will inform the Customer about any Force Majeure event without undue delay.

16. Liability

16.1 The Provider is liable without limitation for damage caused by intent or gross negligence or arising from breach of a contractual guarantee.

16.2 In the event of slight negligence, the Provider is liable without restriction for injury to life, body integrity, and health. For other damage arising from slight negligence, liability is limited to foreseeable damages typical to the contract, and only applies where a material duty has been violated.

16.3 The strict liability of the Provider for defects existing at the time of conclusion of the Contract pursuant to Section 536a BGB is excluded.

16.4 Liability under the provisions of the German Product Liability Act remains unaffected.

17. Contract Term

17.1 The initial licence period for any Product is 24 months, unless specifically stated otherwise in the Contract. If the Contract is not terminated by either Party with a notice period of three (3) months prior to the end of the Initial Term or any Renewal Period, the Contract is extended by subsequent one-year periods.

17.2 The contract term for Individual Services ends upon full completion of such Services.

17.3 All termination notices must be made in writing.

18. Changes to the Terms and Conditions

The Provider is authorised to change these Terms and Conditions. Changes shall be communicated in writing to the Customer at least six weeks before their effectiveness. If the Customer does not reject such changes in writing prior to the effective date, the changes shall be deemed accepted.

19. Final Provisions

19.1 The Customer is entitled to set off against the Provider only with claims that are undisputed or legally established by a court.

19.2 The Customer can exercise a right of retention only if it arises from the same legal relationship.

19.3 The rights and claims of the Customer resulting from or in connection with the Contract are not transferable without the written consent of the Provider.

19.4 The contractual relationship shall be governed exclusively by the laws of Germany. The UN Convention on the International Sale of Goods is excluded.

19.5 The exclusive place of jurisdiction for all disputes is the place of business of the Provider. If the Provider is a claimant, it may also choose the Customer's registered office as the place of jurisdiction.