Terms and Conditions

General Terms and Conditions (GTC)

§ 1 Scope of application

1. The following terms and conditions of development, sale and delivery of us, SmartFormular GmbH, hereinafter referred to as the contractor, shall apply exclusively. Any conflicting or deviating terms and conditions – in particular the applicability of procurement regulations – of the customer shall only be binding if we accept them in writing. Our terms and conditions shall also apply exclusively if we carry out the delivery in the knowledge of conflicting or deviating terms and conditions of the customer.

2. Subsidiary agreements, amendments or additions to the contract must be made in writing in order to be effective. This also applies to any amendment of this clause.

3. Our general terms and conditions of development, sale and delivery shall apply to companies within the meaning of § 14 of the German Civil Code (BGB), legal entities under public law or special funds under public law. In relation to non-entrepreneurs within the meaning of § 14 BGB, the General Terms and Conditions shall apply to the legally permissible extent.

4. These General Terms and Conditions shall apply to subsequent transactions even if they are not expressly included in the conclusion of the contract again in each case. The contractor may make changes to the GTC. If the customer does not object within two weeks, the changes shall be incorporated into current contracts. In the event of an objection, the GTCs on which the contract was based up to that point shall remain valid.

5. The GTCs are also available online on our website at www.smartformular.com at any time. By signing a contract, the client confirms that he has had a reasonable opportunity to take note of their contents. The client acknowledges the GTCs by placing his order.

6. Should individual provisions in a concluded contract contradict the individual provisions of these GTCs, the contractually agreed provisions shall apply.

The validity of the GTCs in other respects shall remain unaffected.

7. The customer is obliged to keep a version of the GTC valid at the time of conclusion of the contract and, if necessary, to print it out before signing.

§ 2 Obligations to perform

1. The scope of services is set out in the respective underlying contract or offer. Furthermore, the scope of services results from other mutually signed, written descriptions of services.

2. The Contractor may freely extend and improve the services and is also entitled to change or redefine the services, provided that this does not result in any significant changes for the Customer.

3. insofar as the contractor provides services and performances free of charge (courtesy services), these may be discontinued at any time and without prior notice. This shall not give rise to any claims for reimbursement or damages.

4. The contractor is entitled to outsource contractual (partial) services to competent third parties. Invoicing shall continue to be carried out by the contractor.

5. The service phases shall be defined by the contractor in consultation with the client. If the execution of the order is delayed for reasons for which the Client is responsible, the Contractor may demand an appropriate increase in the remuneration. In the event of intent or gross negligence, he may also assert claims for damages.

6. if the contractor recognises that the technical fine specification is faulty, incomplete, objectively not executable or ambiguous, the contractor shall inform the client of this as soon as possible. The Client shall ensure that the detailed technical specification is corrected and adjusted within a reasonable period of time.

7. For changes or additional requests, the Client shall issue a formal test order to the Contractor against payment. The contractor may stop or interrupt work on the project if the executing employees are needed to process the test order or, in the case of agreement on changes or additional requests, their execution may affect the project work and possibly make it superfluous. The Contractor shall notify the Client of the test result in writing and, if reasonable, also at the same time of the conditions, including the additional remuneration, for execution. The Client shall immediately inform the Contractor in writing whether he accepts this offer. In the event of rejection, the original scope of services shall remain unchanged. If an inspection order is placed, agreed dates and deadlines shall be extended accordingly.

8. unless otherwise agreed, all services which are subsequently agreed shall be invoiced on the basis of the hourly rates applicable at the time of performance, taking into account the time required.

9. The client shall accept each service phase separately. This applies in particular to milestones resulting from the project plan or comparable project phases. The contractor is entitled to make further work dependent on a partial acceptance. Acceptance shall be deemed to have been tacitly effected if the services of the subsequent service phase are not immediately objected to in writing. Insofar as individual defects are notified, these must be recorded in writing and reported without delay. Defects not recorded in writing cannot be asserted later. Through the acceptance of a service phase, its result becomes the binding basis for further services. 10.

10. the result concretely worked out by the contractor is based on personal, intellectual performance. No assurance of the novelty of the idea underlying this service can be given beyond this declaration.

11. Unless otherwise agreed in writing, the client acquires a simple licence of use and exploitation, unlimited in time and place, exclusively for his own use. Any further acts of use and exploitation shall require written form. If the development of programmes (software) or data works/databases is owed, the customer shall only receive the unrestricted and exclusive right of use and disposal for the entire result if expressly agreed in writing. The source code shall only be handed over if this has been expressly agreed in writing. The right of use of a service developed or delivered by the contractor includes the use and reproduction for the customer’s internal use, in accordance with the licences acquired. The customer may not make the product available to third parties, either in whole or in part. The customer may only pass on rights to third parties with the written consent of the contractor.

12. If a separate licence agreement is concluded for the software, this shall cancel any contradictory provisions in the GTCs. However, all other articles shall remain valid.

§ 3 Duties and obligations of the customer

1. The Customer shall notify the Contractor without delay of any change in his personal name and/or his company name, his place of residence or business or his billing address, his e-mail address, any change in his person (e.g. due to inheritance or universal succession), his legal form and – in the case of direct debiting – his bank details. In the event of failure to notify the Contractor, the Contractor shall be entitled, after unsuccessful warning, to terminate the contract without observing a period of notice.

2. The Contractor points out that in order to fulfil its service obligations, it is necessary to access databases of other providers already used by the Client and patient data stored there. The Client warrants to the Contractor that the material provided is free of patents, trademark rights, copyrights, licensing rights or other proprietary rights of third parties. The Client shall indemnify the Contractor against all claims in this respect. The customer is aware that this could possibly affect his warranty claims against other suppliers or damage a database. Being aware of these circumstances, the customer expressly grants the contractor the right to access the overwriting of these databases and, to the extent legally permissible, indemnifies the contractor against all claims that may arise from this.

3. the customer shall provide the contractor with the documents and information required to carry out the work. The customer undertakes to provide test data in good time which is necessary for the future application in terms of scope, structure and design. The contracting parties shall agree on a case-by-case basis when and in what manner the customer’s cooperation services are to be provided. Their scope depends on the type of service to be provided. If there is no mutual agreement, the contractor shall indicate the time to the client.

4. The customer shall, if necessary, provide, acquire or commission the contractor to provide in good time the equipment necessary for the installation or operation of the software to be created. This applies in particular to the required operating system, database, telecommunication and service programs (tools) in the respective current or required version, as well as to other required software. The customer shall provide for the necessary rights of use. Maintenance, in particular the updating of such software provided by the customer, is also the responsibility of the customer.

5. In the event of error detection, the customer shall provide the contractor with a detailed error log, grant the contractor access to the log files and actively support the elimination of errors.

6. the warranty claims expire if the customer has made changes to the software, hardware or system configuration without prior written consent or has had third parties make such changes, unless the customer proves that the defects are not attributable to these changes. If reported defects are not attributable to the Contractor, the Client shall remunerate the time spent and the costs incurred according to the usual rates.

7. the right of use of performance results may only be transferred to third parties with the consent of the contractor. This consent must be given in writing. If it has been agreed in writing that the right of use for a service of the contractor can be transferred to third parties, all copies must bear the original copyright notice as well as all other protective notices.

8. the contractor must be named on the copies (hard and soft copies) as the author in the imprint. Furthermore, the contractor shall be named in press releases, official project information, etc. If the Client infringes the right to name the Contractor, he shall be obliged to pay the Contractor a contractual penalty in the amount of the agreed remuneration. This shall not affect the Contractor’s right to claim higher damages in the event of a concrete calculation of damages.

9. the services requested by the customer must not violate applicable law of the Federal Republic of Germany or internationally recognised rules of international law. The contractor is entitled to refuse the provision of such services and, if necessary, to terminate the contract in writing without notice. In such cases, the Client shall not be entitled to any claims for damages. The contractor retains the right to remuneration for the work performed up to that point.

10. The customer shall not be entitled to make copies of the software or the documents provided by us – except for data backup purposes (§ 2 para. 11).

11. The software and documentation supplied by us shall be protected by the customer against knowledge or use by third parties. Neither parts, procedures nor ideas from the supplied software may be used directly or indirectly for the creation of own software. The customer shall also impose this obligation on his employees who have access to the programs.

12. No changes may be made to the hardware, the software or the documents supplied without our written consent. In the event of a violation, § 9.6 and § 9.7 shall apply.

13. the customer shall provide, at the latest at the time of the handover of the hardware and software, competent and trained personnel who can give binding information on organisational questions.

14. If the hardware and software have been handed over to the customer, the customer shall provide us with the necessary information. If the hardware and software are provided to the customer for a limited period of time, the customer shall return the hardware and software as well as the documentation immediately upon termination of the contract or destroy or delete the software at our discretion.

15. All copyrights and rights of use to software and documentation – unless expressly granted to the customer under these Terms and Conditions of Sale and Delivery – shall be exclusively ours.

§ 4 Contractual penalty

1. If the customer violates his obligations according to § 3, we are entitled to claim a contractual penalty which is reasonable under the circumstances.

§ 5 Conclusion of contract

1. Our offers are subject to change unless we expressly state that they are binding. The contract shall only be concluded with our written order confirmation or – if no order confirmation has been sent – with the first act of performance.

2. The conclusion of the contract is subject to correct and timely delivery by our suppliers. This shall only apply in the event that we are not responsible for the non-delivery, in particular if a congruent hedging transaction has been concluded with our supplier. The customer will be informed immediately of the non-availability of the service. Any consideration already paid shall be refunded without delay.

§ 6 Delivery – Installation – Instruction/Training – Delivery Time

1. The scope and content of the delivery owed shall be determined by our order confirmation. This also applies to the assumption of the final installation, instruction and training of the user and/or his personnel. These terms and conditions of sale and delivery shall also apply accordingly to these services.

2. Information contained in brochures, advertisements, documentation and the like is subject to change and non-binding. They are only descriptions and do not represent any assurance of properties. The assurance requires our written confirmation.

3. We are entitled to use subcontractors.

4. All events of force majeure for which we are not responsible in accordance with § 276 BGB (German Civil Code) shall release us from the fulfilment of the contractual obligations assumed for as long as these events continue. We are obliged to inform the customer immediately in writing if such an event occurs; at the same time we are obliged to inform the customer how long such an event is expected to last. If such an event lasts longer than three months, we are entitled to withdraw from the contract. The consideration shall be refunded immediately.

5. the events listed above shall also be deemed to exempt the customer from performance insofar as they occur at the customer’s premises or within the customer’s sphere of control and organisation.

6. Unless otherwise agreed in writing, deliveries shall be made ex works. The risk of accidental loss or accidental deterioration of the delivery shall pass to the customer in the case of sale by delivery to a place other than the place of performance upon handover to the carrier. Insofar as the customer takes out transport insurance, he is obliged to assign to us already now all claims for compensation, insofar as these relate to the material and price risk assumed by the customer. We hereby accept the assignment.

7. At the customer’s request, we shall insure the consignments against theft, breakage, fire and transport damage at the customer’s expense.

§ 7 Delay in Delivery – Default in Acceptance

1. If we are in default of delivery, the customer shall be obliged to grant us a grace period which is reasonable under the circumstances. If this period expires unsuccessfully, the customer is entitled to withdraw from the contract, provided that our liability limitation of § 9 paragraphs 7 to 16 does not apply.

2. The Contractor shall not be responsible for temporary disruptions of the services offered by the Contractor or its suppliers or subcontractors, in particular for reasons of force majeure, including strikes, lockouts and official orders, the failure of communication networks and gateways of other operators, disruptions in the area of the monopoly services of Deutsche Post AG, Deutsche Telekom AG and shall entitle the Contractor, if applicable, to postpone the service for the duration of the delay plus a reasonable start-up period.

3. Temporary disruptions may also occur due to technical changes to the Contractor’s facilities or equipment or due to other measures required for proper or improved operation of the services offered (e.g. maintenance work, repairs, etc.). Insofar as the Contractor is responsible for these disruptions, the Contractor shall immediately make all reasonable efforts to eliminate such disruptions as soon as possible or to work towards their elimination. 4.

4. If the customer is in default of acceptance or violates other obligations to cooperate, we shall be entitled to demand compensation for the damage incurred by us in this respect, including any additional expenses. We reserve the right to assert further claims.

5. As soon as the customer is in default of acceptance, the risk of accidental loss or accidental deterioration of the delivery shall pass to the customer, but we shall be obliged to store the delivery properly at the customer’s expense.

6. non-acceptance of the goods / cancellation: Cancellations must be made in writing to our company. In the event of cancellation, we take the liberty of charging the costs incurred in the form of postage, return charges, booking fees and wage-related costs, but at least 10% of the order volume.

§ 8 Remuneration – Terms of payment

1. Prices are based on our current price list or the remuneration agreed between the contracting parties in the contract or in written supplementary agreements. They do not include value added tax. This is to be paid additionally by the customer in the statutory amount at the time of invoicing, as well as additional costs and special expenses without deduction. Special expenses include postage, telephone, fax, courier, diskette, travel and similar costs. Digitisation, printouts, third-party costs and the like shall be deemed to be additional costs.

2. Unless otherwise agreed in writing, interim invoices shall be issued for services charged on a time basis.

3. The contractor may issue partial invoices at the end of each work phase.

4. the client is obliged to make the respective payments in accordance with the specifications of the order confirmation. We are entitled to demand advance payment or to collect payment by cash on delivery or direct debit. Unless otherwise agreed in the contract, our invoices are due 10 days after the invoice date – net cash. The customer, including consumers, shall generally be in default 30 days after the due date and receipt of an invoice. The deduction of a discount requires a special agreement.

5. The customer shall only be entitled to set-off rights if the counterclaim has been legally established, is undisputed or has been recognised by us. In addition, the customer shall only be entitled to assert a right of retention and the defence of non-performance of the contract if and to the extent that we are responsible for a breach of duty pursuant to § 276 of the German Civil Code (BGB).

6. If the customer is in default of payment, we shall be entitled to claim interest at a rate of eight percentage points above the base interest rate stipulated in § 247 of the German Civil Code (BGB) per year as damage caused by default. The damage shall be set at a higher amount if we can prove a higher damage caused by default.

The contractor shall charge € 5 for issuing a reminder.

7. In the event of default of payment on the part of the customer, the contractor is entitled to refuse the provision of further services, also from other contracts. The client’s obligation to pay remains unaffected. The contractor may terminate the contractual relationship without notice if the client is more than six months in arrears with the payment of a not insignificant part of an invoice.

8. The customer shall notify the contractor immediately if insolvency proceedings are applied for or opened against the customer’s assets or if the customer suspends payments.

§ 9 Liability for defects

1. The customer is obliged to inspect the deliveries without delay in accordance with § 377 of the German Commercial Code (HGB) and to notify us of any defects. The customer shall provide us with all documents necessary for the analysis of the notified defect, such as printouts, error log and other information requested by us.

2. § 9.1 shall also apply to excess and short deliveries as well as to any incorrect deliveries.

3. If a defect exists and has been notified in good time, we shall be entitled, at our discretion, to remedy the defect or to deliver a defect-free item within a period of time that is reasonable under the circumstances. The expenses necessary for the purpose of subsequent performance shall be borne by us. If the subsequent performance fails, is unreasonable for the customer or is refused by us, the customer shall be entitled to demand a reduction of the remuneration (abatement) or cancellation of the contract (withdrawal) at his discretion. However, in the event of only a minor breach of contract, in particular in the event of only minor defects, the customer shall not be entitled to withdraw from the contract. In addition, the customer may also claim damages in lieu of performance, provided that our limitation of liability under § 9.6 to § 9.15 does not apply.

4. in order to remedy defects in the hardware, the customer must, at our discretion, grant us access to the hardware at any time during normal business hours or return the hardware to us. When returning the hardware, either the original packaging or equivalent packaging must be used. If this is not done, we shall not be liable for any damage to the hardware.

5. The limitation period for newly manufactured goods is one year from delivery of the goods. Liability for defects is excluded for second-hand goods. Insofar as the prerequisites of the supplier’s recourse pursuant to § 478 BGB are given, the statutory limitation period of § 479 BGB shall apply. The provisions of § 9.12, § 9.13 sentence 1, § 9.14 shall apply accordingly to the limitation of liability.

6. In the case of software, the warranty shall not apply to programs or parts of programs which the customer has modified. The same applies to defects, malfunctions or damage that are due to improper operation, defects in the customer’s hardware or the operating system used by the customer.

7. our warranty services on new hardware: 12 months full warranty (this includes the replacement of the necessary material free of charge including technician hours and travel or postage), then 12 months parts warranty (this includes the replacement of the defective part; any necessary technician hours, travel or postage are expressly not included).

8. In the case of hardware, the warranty shall not apply if the customer has made technical or structural changes to the system or parts of the system without our consent or if defects, malfunctions or damage are due to improper operation, excessive use or the fact that regular maintenance of the hardware has not been carried out.

9. We shall not be liable for normal wear and tear of the hardware. We are also not liable if malfunctions occur due to electrostatics, other devices or voltage fluctuations.

10. We do not warrant that the hardware and software provided meet the specific requirements of the customer unless we have expressly agreed in writing to adapt them to the customer’s requirements.

11. The customer is informed that a backup of all stored data is necessary at appropriate intervals, but at least once a day, in order to prevent data loss and that this data backup is exclusively his responsibility (§ 11 para. 1).

12. Without prejudice to the following provisions in § 9.13 to § 9.15, our liability for damages is also excluded in other respects.

13. in the event of intentional or grossly negligent damage, we shall be liable in accordance with the statutory provisions. This shall also apply in the event of damage caused by simple negligence, provided that we are in breach of a material contractual obligation. Furthermore, the statutory provisions shall apply to liability for damages in lieu of performance in the event of a material breach of duty (Section 281 (1) sentence 3 BM). However, liability in all the aforementioned cases – except in the case of our intentional action – is limited to the scope of the foreseeable, typically occurring damage.

14 The statutory liability for damages arising from injury to life, limb or health shall remain unaffected. The customer’s claims arising from liability under the Product Liability Act shall also remain unaffected.

15. Insofar as liability is limited in accordance with the above provisions, this shall also apply to the personal liability of our staff, employees, representatives and vicarious agents.

§ 10 Liability

1. the contractor shall only be liable for damages if the contractor has violated an essential contractual obligation in a manner that endangers the purpose of the contract or if the damage is due to gross negligence or intent. In the absence of intent or gross negligence, any liability shall be limited to the damage foreseeable at the time of the conclusion of the contract and, moreover, any liability shall be excluded, irrespective of the legal grounds. In particular, the exclusion also applies to loss of data, loss of profit, other financial losses, consequential harm caused by a defect and indirect consequential harm caused by a defect. As a restriction to this, in dealings between entrepreneurs, liability is also limited in the case of gross negligence. The same shall also apply to vicarious agents or legal representatives.

2. The limitations of liability in § 9.6 to § 9.15 also apply to all other claims – irrespective of the legal grounds on which they are asserted against us.

3. Insofar as tortious claims are asserted against us, the statutory limitation period shall remain unaffected; however, the customer shall be obliged to assert any tortious claims for damages against us in court within a preclusion period of one year after he has become aware of all preconditions giving rise to a claim.

4. Liability due to delay in delivery is regulated in § 7.

§ 11 Data security, data protection, secrecy, confidentiality

1. The customer shall carry out a data backup before the contractor carries out the contractual services. The customer is obliged to properly back up its software and data at regular intervals until the end of the warranty obligation or the term of the contract. One day is currently considered to be the usual protection. Furthermore, the customer is obliged to regularly subject his data to a virus protection check.

The customer is informed that this data backup is exclusively his responsibility (§ 9 para. 11).

2. The customer is hereby informed in accordance with § 33 I of the Federal Data Protection Act and § 4 of the Teleservices Data Protection Ordinance that the contractor will process his company and address (identity) in machine-readable form and for tasks arising from the contract.

3. Unless expressly agreed otherwise in writing, the information submitted to the contractor shall not be considered confidential. Passwords and code words are excluded.

4. the client undertakes to keep secret all information and documents accessible in connection with the conclusion of the contract which are designated as confidential and to neither record nor pass on nor exploit them, unless this is necessary to achieve the purpose of the contract. This applies in particular to ideas and concepts brought to our attention during the development phase/collaboration.

§ 12 Retention of title

1. We reserve the right of use and ownership of all deliveries until receipt of the payments which had already arisen between the customer and us on the basis of the business relationship existing between us up to the time of the respective conclusion of the contract. If a current account relationship has been agreed between the customer and us, the retention of title shall also apply to the respective recognised balance. The same applies insofar as a balance is not recognised but a “causal” balance is drawn, for example because the customer becomes insolvent or goes into liquidation.

2. If the delivery of hardware and software is made on the basis of several individual contracts, the rights of use to the software and the right of ownership to the hardware shall not pass to the customer until all invoices have been paid, insofar as the individual contracts form a unit in terms of time and economy.

3. Insofar as the customer is a reseller, he shall be entitled to resell the goods delivered under reservation to third parties within the ordinary course of his business. Insofar as this happens, however, he is obliged to assign to us already now all claims accruing to him against his customers from the resale. The assignment is limited to the amount of the claim which has been agreed as the final invoice amount between the customer and us. We accept the assignment. The customer is entitled to collect this claim as long as he is not in default of payment. Insofar as this occurs, we shall be entitled to revoke the direct debit authorisation. In this case, the customer is obliged to provide us with all necessary information, to hand over the relevant documents to us and to inform the buyers of the assignment so that we are in a position to collect the claim from the buyers ourselves. We are entitled to revoke the resale and collection authorisation if the customer has got into considerable payment difficulties or if an application for the opening of insolvency proceedings has been filed.

4. In the event of seizures or other interventions by third parties, the customer shall notify us in writing without delay so that we can bring an action in accordance with § 771 of the German Code of Civil Procedure (ZPO). Insofar as our third-party action, conclusively regulated in accordance with § 771 ZPO, was successful and insofar as we have unsuccessfully attempted to recover the costs of the legal action from the third-party defendant as the party liable for the costs by way of compulsory enforcement, the customer shall be liable for the loss incurred.

§ 13 Patient information media and other content

1. The customer is aware that the medical practitioner or therapist is responsible for taking medical histories and providing information to patients and that the computer-assisted contents delivered by SmartFormular, such as medical history forms, patient information forms, patient information, consent forms, videos, images and similar digital works, only serve to provide medical support during the individual doctor-patient consultation (e.g. during the educational discussion between the doctor and the patient). However, the medical history forms and other media from SmartForm cannot replace the doctor-patient consultation at any time. Similarly, the SmartForm educational media can at no time replace an educational discussion between doctor and patient.

2. The contents of the videos, information sheets, medical history sheets, questionnaires and similar documents created by SmartFormular serve only as an aid for the medical practitioner, e.g. for taking the medical history or for the informational discussion to be held between doctor and patient. SmartFormular cannot guarantee that the use of the contents created by SmartFormular fully complies with the legal requirements for taking medical histories or informing patients, inter alia, because

3. the case law on patients’ rights, in particular on patient information, is subject to constant change,

4. new scientific findings about diagnostic and medical or therapeutic methods and about their procedure, their alternatives, their advantages and disadvantages and their risks and side effects are constantly being published, of which SmartForm is not always aware, and

5. new medical and therapeutic diagnostic and treatment methods are constantly being generated and the risks and side effects of these methods are not yet fully known. Therefore, the customer acknowledges that the medical practitioner or the person obliged to provide information is solely responsible for fulfilling his obligations (e.g. further training obligations with regard to the collection of medical history or the medical patient information) in every respect and for always keeping up to date with regard to the collection of medical history, information conditions and information content. He must always conduct a detailed doctor-patient discussion with the patient and provide the patient with comprehensive information. The contents created by SmartFormular cannot meet the above requirements.

6 SmartFormular does not assume any warranty / liability for the contents with regard to freedom from errors (e.g. of a medical or legal nature).

7. All SmartFormular media have been created exclusively for use in the Federal Republic of Germany. Abroad, different requirements may have to be taken into account with regard to these contents. The customer hereby expressly acknowledges this and is responsible for informing himself about and observing any deviating requirements.

8. the customer placing the order is obliged to ensure for all contents which are to be implemented by SmartFormular at his request that an electronic implementation is permitted and that they do not infringe any copyrights or rights of use of third parties. Furthermore, the customer is responsible for the corresponding content, both from a legal and a medical or therapeutic point of view. SmartFormular cannot carry out copyright, legal or medical/therapeutic checks for individual or customised media which are created or electronically implemented by SmartFormular at the customer’s request. SmartFormular does not assume any warranty/liability for the individual or individualised contents with regard to the absence of errors in content (e.g. of a medical or legal nature) and with regard to the protection of possibly existing copyrights or rights of use of third parties.

9. All works created by SmartFormular (e.g. patient information sheets, patient information media, questionnaires, illustrations, etc.) are protected by copyright and may not be reproduced or edited in any way (not even in excerpts).

The customer acknowledges the sole copyrights, rights of use and exploitation of all content implemented by SmartFormular to SmartFormular worldwide. They may neither be reproduced (in extracts) nor edited.

10. should the customer violate any of these provisions, SmartFormular shall be entitled to withdraw the rights of use with regard to the programs modified within the scope of the maintenance service and to terminate the maintenance contract without notice for good cause (cf.: § 2.4).

§ 14 Place of Jurisdiction – Miscellaneous

1. The exclusive local place of jurisdiction for all disputes arising from or in connection with this contract, including any tort claims, shall be Düsseldorf. However, we are also entitled to sue the customer at his place of business. Sentence 1 shall only apply to merchants, legal entities under public law or special public law associations.

2. German law shall be deemed agreed for all contracts. The provisions of the UN Convention on Contracts for the International Sale of Goods are excluded.

3. The place of performance for the obligations arising from the contract, including the customer’s payment obligation, is our registered office. Sentence 1 shall only apply to merchants, legal entities under public law or special funds under public law.

4. The customer and we are obliged to treat all knowledge of business secrets or information designated as confidential obtained within the framework of the contractual relationship as confidential for an unlimited period of time.

5. We are entitled to store company and personal data of the customer for internal administrative purposes and to process such data (§ 11 para. 2).

6. The invalidity of one or more contractual conditions shall not affect the validity of the remaining conditions. An invalid condition shall be replaced by an agreement in such a way that the originally intended purpose is achieved as far as possible.