General Terms and Conditions (AGB)

1.01 General information

1. denkform® GmbH's terms and conditions of business, hereinafter referred to as denkform®, apply to all current and future business relationships with consumers and entrepreneurs.

2. Customers within the meaning of the terms and conditions of business are both consumers and entrepreneurs.

1.02 Terms of delivery

1. denkform® shall only be deemed to have accepted general terms and conditions of the customer that deviate in whole or in part from these terms and conditions if these have been expressly agreed to in writing.
2. Our offers are subject to change. We reserve the right to make technical changes as well as changes in form, color and/or weight within reasonable limits.
3. By ordering goods, the customer makes a binding declaration that he wishes to purchase the ordered goods. denkform® is entitled to accept the contractual offer contained in the order within two weeks of receipt. Acceptance can be declared either in writing or by delivery of the goods to the customer.
4. The conclusion of the contract is subject to correct and timely delivery to us 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 shall be informed immediately if the service is not available. The consideration shall be refunded immediately.
5. We shall be bound by our cost estimates and other offers for 7 days. If unexpected price increases occur between our order confirmation (order acceptance) and handover or delivery (in particular VAT), we shall contact our customer and enter into negotiations with the aim of redefining the prices. If these negotiations do not lead to a result, we and our customer have the right to withdraw from the contract.
6. denkform® is entitled to involve third-party contractors for the purpose of providing the services owed by denkform® under the contract.

1.03 Retention of title

1. In the case of contracts with consumers, we reserve title to the goods until the purchase price has been paid in full. In the case of contracts with entrepreneurs, we reserve title to the goods until all claims arising from an ongoing business relationship have been settled in full.
2. The customer is obliged to inform us immediately of any access by third parties to the goods, for example in the event of seizure, as well as any damage to or destruction of the goods. The customer must notify us immediately of any change of ownership of the goods or of his own change of residence.
3. denkform® is entitled to withdraw from the contract and demand the return of the goods in the event of breach of contract by the customer, in particular in the event of default in payment or breach of an obligation under clauses 2 and 3 of this provision.

1.04 Right of withdrawal and return

1. In the case of distance contracts within the meaning of § 312b BGB, the consumer has the right to revoke his declaration of intent to conclude the contract within two weeks of receipt of the goods. The revocation does not have to contain a reason and must be declared to the seller in text form or by returning the goods; timely dispatch is sufficient to meet the deadline.
2. When exercising the right of revocation, the consumer is obliged to return the goods if they can be sent by parcel. The consumer shall bear the costs of the return shipment when exercising the right of revocation for an order value of up to EUR 40, unless the delivered goods do not correspond to the ordered goods. If the order value exceeds EUR 40, the consumer does not have to bear the costs of returning the goods.
3. The consumer must pay compensation for any deterioration in value caused by the intended use of the goods. The consumer may inspect the goods carefully and diligently. The consumer shall bear the loss in value that results from the use of the goods that goes beyond mere inspection and means that the goods can no longer be sold as new.

1.05 Disposition

1. denkform® GmbH shall provide all deliveries and services exclusively in accordance with the provisions of the currently valid price list, unless otherwise agreed in writing. The price includes the statutory value added tax. Deliveries, services and the installation of equipment and software shall only be made by agreement and for the account of the customer. In the case of sale by dispatch, the purchase price shall be understood to be exclusive of the respective postage costs incurred by the commissioned carrier (UPS [by weight]). The customer does not incur any additional costs when ordering by means of distance communication. The customer can pay the purchase price by cash on delivery, invoice, EC card or prepayment.
2. The customer undertakes to pay the purchase price within 8 days of receipt of the invoice. After expiry of this period, the customer shall be in default of payment. During the period of default, the consumer shall pay interest on the debt at a rate of 5% above the prime rate. During the period of default, the entrepreneur shall pay interest on the debt at a rate of 8% above the prime rate. We reserve the right to prove and assert a higher damage caused by default against the entrepreneur.
3. The customer may only exercise a right of retention if his counterclaim is based on the same contractual relationship. An entrepreneur is only entitled to assign claims from this contract to third parties with our prior consent; § 354a HGB remains unaffected. The customer is only entitled to set-off rights if his counterclaims have been legally established, are undisputed or have been recognized by denkform® GmbH.

1.06 Transfer of risk

1. If the buyer is an entrepreneur, the risk of accidental loss and accidental deterioration of the goods shall pass to the buyer upon handover, in the case of sale by dispatch upon delivery of the goods to the forwarding agent, carrier or other person or institution designated to carry out the shipment.
2. If the buyer is a consumer, the risk of accidental loss and accidental deterioration of the goods sold shall not pass to the buyer until the goods are handed over, even in the case of sale by delivery to a place other than the place of performance.
3. The same shall apply to handover if the buyer is in default of acceptance.

1.07 Warranty

1. If the customer is an entrepreneur, we shall initially provide warranty for defects in the goods by repair or replacement delivery at our discretion.
2. If the customer is a consumer, he shall initially have the choice of whether subsequent performance is to be effected by repair or replacement delivery. However, we are entitled to refuse the type of subsequent performance chosen if it is only possible at disproportionate cost and the other type of subsequent performance is without significant disadvantages for the consumer.
3. If the subsequent performance fails, the customer may, at his discretion, demand a reduction of the remuneration (reduction) or rescission of the contract (withdrawal). However, the customer shall not be entitled to withdraw from the contract in the event of only a minor breach of contract, in particular in the event of only minor defects.
4. Entrepreneurs must notify us in writing of obvious defects within a period of two weeks from receipt of the goods; otherwise the assertion of the warranty claim is excluded. Timely dispatch shall suffice to meet the deadline. The entrepreneur shall bear the full burden of proof for all claim requirements, in particular for the defect itself, for the time of discovery of the defect and for the timeliness of the notice of defect.
5. Consumers must notify us in writing of obvious defects within a period of two months after the time at which the condition of the goods contrary to the contract was discovered. The receipt of the notification by us is decisive for compliance with the deadline. If the consumer fails to provide this information, the warranty rights expire two months after the defect is discovered. This shall not apply in the event of fraudulent intent on the part of the seller. The burden of proof for the time of discovery of the defect lies with the consumer. If the consumer was induced to purchase the item by inaccurate statements made by the manufacturer, the burden of proof for the purchase decision lies with the consumer. In the case of used goods, the consumer bears the burden of proof for the defectiveness of the item.
6. If the customer chooses to withdraw from the contract due to a legal or material defect after subsequent performance has failed, he is not entitled to any additional claim for damages due to the defect. If the customer chooses compensation for damages after subsequent performance has failed, the goods shall remain with the customer if this is reasonable. Compensation shall be limited to the difference between the purchase price and the value of the defective item. This does not apply if we have maliciously caused the breach of contract.
7. For entrepreneurs, the warranty period is one year from delivery of the goods. For consumers, the limitation period is two years from delivery of the goods. For used goods, the limitation period is one year from delivery of the goods. This shall not apply if the customer has not notified us of the defect in good time.
8. If the customer is an entrepreneur, only the manufacturer's product description shall be deemed agreed as the quality of the goods. Public statements, promotions or advertising by the manufacturer do not constitute a contractual description of the quality of the goods.
9. The customer does not receive any guarantees from us in the legal sense. Manufacturer warranties remain unaffected by this.

1.08 Limitations of liability

1. We shall not be liable to entrepreneurs for slightly negligent breaches of insignificant contractual obligations. This also applies to slightly negligent breaches of duty by our legal representatives or vicarious agents.
2. The above limitations of liability do not apply to claims of the customer arising from product liability. Furthermore, the limitations of liability shall not apply in the event of physical injury or damage to health attributable to us or in the event of loss of life of the customer.
3. Claims for damages by the customer due to a defect shall become time-barred one year after delivery of the goods. This shall not apply if we can be accused of gross negligence or in the event of physical injury or damage to health attributable to us or in the event of loss of life of the customer.
4. denkform® shall only be liable for claims for damages, whether resulting from the delivery of goods, services or work, from impossibility of performance and from breach of duty
a) Without limitation of the amount of damages for damages caused by intent or gross negligence of the legal representatives or executives of the contractor or by serious organizational fault,
b) Limited to damages that are typical for the contract and foreseeable, for damages resulting from culpable breach of essential contractual obligations, or for damages caused by vicarious agents of denkform® through gross negligence or willful misconduct without breach of essential contractual obligations. Liability for slight negligence (e.g. for remote consequential damages) is limited to an amount equal to the contractual remuneration for each individual case of damage. If the contractual partner is an entrepreneur, such claims shall lapse after one year. Liability for the absence of a warranted characteristic, for fraudulent intent and for personal injury remains unaffected by this.
5. denkform® is only liable for damages based on the absence of a warranted characteristic to the extent that these should be covered by such a warranty.
6. denkform® is not liable for the correct functioning of infrastructures or transmission paths of the Internet that are not within its area of responsibility or that of its vicarious agents.

1.09 Final provisions

1. The law of the Federal Republic of Germany shall apply. The provisions of the UN Convention on Contracts for the International Sale of Goods shall not apply.
2. If the customer is a merchant, a legal entity under public law or a special fund under public law, the exclusive place of jurisdiction for all disputes arising from this contract shall be Wiesbaden. The same shall apply if the customer does not have a general place of jurisdiction in Germany or if his place of residence or habitual abode is not known at the time the action is brought.
3. Should individual provisions of the contract with the customer, including these General Terms and Conditions, be or become invalid in whole or in part, this shall not affect the validity of the remaining provisions. The wholly or partially invalid provision shall be replaced by a provision whose economic success comes as close as possible to that of the invalid provision.
4. All agreements, in particular those that deviate from these General Terms and Conditions, shall only be valid if they are made in writing.

General Terms and Conditions (GTC) - Education / Training / Seminars / Continuing Education

2.01 General information

denkform® provides open training services exclusively on the basis of these terms and conditions; supplementary or contradictory terms and conditions of the customer are excluded. Amendments, supplements or ancillary agreements of any kind require the express written confirmation of denkform®. These General Terms and Conditions do not apply to other denkform® services such as coaching and consulting.

2.02 Registrations

For didactic and spatial reasons, the number of participants is limited. Participants will be considered according to the order of registration. Your data will be stored electronically for internal purposes and passed on to the ScrumAlliance as part of the registration process. Order processing by denkform® is carried out with the aid of automatic data processing. The customer hereby gives his express consent to the processing of the data disclosed in the context of contractual relationships and necessary for order processing. The customer also agrees that denkform® and its partners may use the data disclosed in the course of the business relationship for their own business purposes in accordance with the Data Protection Act.

2.03 Course fees

The prices listed at the time of the order are decisive for invoicing. The prices are exclusive of VAT. The published prices are subject to change at any time without prior notice. The fees for attending the training courses are payable in the currency in which the invoice is issued and are due 8 days before the first day of the course. Participation in the training courses for only part of the time does not entitle you to a reduction in the training fee. If the payment deadline is exceeded, denkform® is entitled to charge interest on arrears in accordance with the statutory regulations without further reminder.

2.04 Cancellations and right of withdrawal

Registration is binding. If you are unable to attend, you can change your booking or cancel your registration up to 15 working days before the start of the course without incurring any costs. In the event of a cancellation or change after this deadline, the following conditions apply:

Rebooking (date or participants) - 10% of the course fee.

Cancellation up to 14 days before the start of an event and in the event of absence from the seminar - 100% of the seminar fee.

To approve a change or cancellation, please contact denkform® customer service on +49 6122 72678-0 or 0700-denkform or via the contact form at www.denkform.net. denkform® will decide whether the course will take place at least 3 days before the start of the course. denkform® reserves the right to cancel courses for organizational and technical reasons (e.g. if the minimum number of participants depending on the type of course is not reached or if the instructor is unable to attend at short notice due to illness). In the event of a cancellation on the part of denkform®, a rebooking to another date and/or venue will be made in consultation with you in accordance with paragraph 5. If this is not possible, you will be refunded the fees you have paid; there are no further claims. For group bookings of 5 or more participants, the dates and number of participants are binding from the day of booking.

• Rebooking (date or participant) - 10% of the course fee.
• Cancellation up to 14 days before the start of an event and in the event of absence from the seminar - 100% of the seminar fee.
  

2.05 Implementation deviation and requirements

denkform® reserves the right to change dates, venues and trainers. The other requirements necessary for attending an event can be found in the seminar descriptions. denkform® reserves the right not to admit a participant to an event or to disinvite him/her from an event that has already started if he/she obviously does not meet the requirements.

2.06 Course services

The duration, price, course objectives, content, target group, course prerequisites and details of the implementation can be found in the respective course descriptions. The course price includes, where necessary, materials and the use of IT systems, unless otherwise stated in the course description. Travel, catering and accommodation costs shall be borne by the customer.

2.07 Certificates

The course participant will receive a certificate of participation upon successful completion of the course. Depending on the course type, the course participant is registered with the certifying organization (e.g. ScrumAlliance). The participant must be present for the entire duration of the course.

2.08 Prices and invoicing

(1) The conditions of the price list valid at the time of the event shall apply. For company training courses and comparable events as well as consulting services, the conditions of the dedicated offer or the order confirmation shall apply. Participation in an event for only part of the time does not entitle the participant to a reduction in the seminar price. All prices are subject to the applicable statutory value added tax. Errors in pricing are expressly reserved.
(2) Invoices are issued after registration. Payment is due before the start of the seminar without deduction. Any deviating agreement must be made in writing. Prices quoted are subject to change and non-binding. Offers remain valid for 7 days.
(3) Dunning procedures are at the expense of the customer. denkform® charges a processing fee of EUR 5 for reminder notices. Unauthorized reminder notices in the event of overlapping payments shall not be charged to the Customer. The first reminder will be sent on the 10th day after the training has taken place and the payment deadline has expired. The second reminder will be sent after a further 7 days have elapsed.

2.09 Hotel and accommodation

The participant or the client is responsible for accommodation during an event. If denkform® books the hotel or accommodation for events (e.g. hotel seminars), this is done on behalf of the participant. The special conditions negotiated by denkform® are transferred to the participant/client.

2.10 Copyrights and copyright

In addition to the provision of the training, the service may also include (depending on the seminar) the provision of the associated training documents for the participants to retain. denkform® grants the simple right to use these documents exclusively for its own and internal purposes. denkform® reserves all further rights, including those of translation, reprinting and reproduction of the training documents or parts thereof. No part of the training documents may be reproduced in any form - even in part - without written permission, including for the purposes of teaching, and in particular may not be processed, copied, distributed or used for public reproduction using electronic systems. The recording of the course with electronic systems (audio, video) is not permitted without the consent of denkform®.

2.11 Liability

(1) denkform® is only liable for grossly negligent or intentional breaches of duty; in the case of gross negligence, liability is limited to foreseeable, contractually typical, direct average damages according to the type of service. This also applies to the legal representatives and vicarious agents of denkform®.
(2) denkform® is neither liable for indirect damages (e.g. consequential damages, pure financial losses or loss of profit) nor for loss of data and/or programs.
(3) Claims for damages against denkform® expire after 12 months.
(4) denkform® shall only be liable for items brought in by the participant/client during a training course in cases of gross negligence and intent.
(5) If a planned course cannot be held due to force majeure (e.g. accident, illness of a course instructor, etc.), the liability for course participants who have traveled in vain shall be limited to a maximum compensation of EUR 50.00 per person.

2.12 Data protection / Confidentiality

denkform® undertakes to treat information - of whatever kind - about the participant and/or the business and/or company internals as confidential. The participant/client agrees to the processing of his/her data insofar as this is necessary for the purpose of the contract.

2.13 Other

(1) Regardless of the type and content of the training, denkform GmbH is entitled to make unlimited use of the assistance of third parties in the fulfillment of its contractual obligations. The law of the Federal Republic of Germany shall apply exclusively to the contractual relationship and its implementation.
(2) Should one or more provisions of these General Terms and Conditions be or become invalid or should this contractual text contain a loophole, the contracting parties shall replace or supplement the invalid or incomplete provision with appropriate provisions that correspond as far as possible to the economic purpose of the intended provision. The validity of the remaining provisions shall remain unaffected.
(3) denkform® reserves the right to adapt the program offer and the General Terms and Conditions at any time. The provisions valid at the time of conclusion of the contract, which you will receive in writing with the course confirmation, shall apply. The currently valid provisions can be viewed at any time on the denkform® website.
(4) The place of jurisdiction for all disputes arising from or in connection with an order placed with denkform® is the court of the denkform® branch office.

Special terms and conditions for the rental business (seminar rooms)

All rental transactions with denkform® are subject to denkform®'s General Terms and Conditions and these Special Terms and Conditions for Rental Transactions.

3.01 Rental fee

The rental fee for the provision of the training rooms including accessories is based on the price list valid at the time the contract is concluded. Any deviating agreement must be made in writing. The prices quoted are subject to value added tax at the applicable rate. The rental period is calculated from the days between the start and end of the seminar days at denkform®.

3.02 Terms of payment

denkform®'s invoices are payable immediately upon receipt. If the rental period is longer, denkform® is entitled to demand payment on account. If the payment deadlines are not met, denkform® is entitled to terminate the rental agreement without further ado and to demand the immediate return of the seminar rooms. The hirer has no right of retention for any reason whatsoever.

3.03 Damage and liability

The hirer assumes unlimited liability for the rented seminar rooms and accessories during the rental period; this applies to all avoidable as well as accidental damage. denkform® recommends that the hirer takes out insurance to cover such cases. denkform® shall make the equipment available to the hirer ready for use and in perfect condition; any complaints must be noted in writing in the rental agreement. denkform® is in no way liable for direct or indirect damage caused by any malfunctions of equipment or accessories. Equipment destroyed or lost by the hirer will be charged at replacement cost. Damaged lamps will be charged at the current price. Technical modifications or adjustments to the equipment provided (e.g. removing connectors, shortening cables, opening the equipment to change components) are not permitted. Cables must be returned in coiled condition. The renter is neither exempt from payment nor entitled to a reduction in the rental price if a defect occurs in an appliance during the rental period.

3.04 Retention of title

denkform® remains the unrestricted owner of all rented equipment. Resale or subletting to third parties is not permitted. Transfer by way of security, pledging or any other form of encumbrance of denkform®'s equipment is not permitted and is ineffective vis-à-vis denkform®. These rental conditions apply in addition to the general terms and conditions of denkform®, which are expressly and exclusively recognized by the customer when placing an order. Any provisions deviating from these terms and conditions must be made in writing. The place of performance for delivery and payment is the registered office of denkform®. The law of the Federal Republic of Germany shall apply exclusively. The place of jurisdiction for disputes arising from the rental relationship is, as far as legally permissible, Wiesbaden.

General Terms and Conditions (GTC) - Online Shop & Webstore

4.01 General, scope of application, definition

1. All contracts for deliveries and services that we conclude with entrepreneurs, legal entities under public law or special funds under public law are subject to the following terms and conditions.
2. Our terms and conditions apply exclusively; deviating or unfavorable supplementary terms and conditions of the customer shall not become part of the contract even if we do not object to them separately.
3. The content of the contract is based on the written agreements. No further agreements have been made. Amendments or additions to the contract shall only be effective if they are confirmed by us in writing.
4. In the case of continuing obligations, the customer shall be notified of any amendments to the terms and conditions in writing, identifying the amended provisions, and shall be deemed to have been agreed if the customer continues the continuing obligation without objecting within a reasonable period of time.
5. "Goods" within the meaning of this contract are all items to be provided to the customer in accordance with the contract, including software, even if it is provided in a non-physical form, e.g. by electronic means of transmission.

4.02 Offer, offer documents, cost estimate, assumptions, supplementary offers

1 Our offers are subject to change. Offers of the customer are accepted when we have confirmed them in writing or have carried out the delivery or service.
2. We reserve the right of ownership and copyright to all documents provided to the customer beyond a purchase, in particular data carriers, documentation, illustrations, drawings, calculations; they may not be used for purposes other than those stipulated in the contract and may not be made accessible to third parties and must be returned to us immediately free of charge when the contract is terminated or insofar as the contractual purpose of use has been fulfilled. This applies in particular to such documents and information that are designated as "confidential". We are entitled to demand the return of documents at any time if confidentiality is not ensured.
3. The customer is obliged to check our offer carefully for correctness and expediency. This applies in particular to project offers in which we have made assumptions designated as such, which we have based our calculation and service description on. If such assumptions do not apply, the customer shall inform us of this so that we can correct the offer.
4. We are entitled to place subcontracts.
5. If a cost estimate is prepared on behalf of the customer, the costs shall be reimbursed by the customer in accordance with the time spent.

4.03 Nature of the goods or services

1. Our goods are intended exclusively for use by entrepreneurs. If the customer intends to deliver the goods purchased from us as a commercial intermediary to a consumer or to an entrepreneur who in turn supplies consumers with such goods, he must inform us of this.
2. The information on properties contained in our public statements, such as catalogs, brochures, circulars, advertisements, illustrations, advertising and price lists are only part of the quality insofar as they have become part of the contract. Public statements made by a third party manufacturer or its agents shall only form part of the quality of the goods if they have been agreed in the contract or if we have expressly adopted them as our own in writing in public statements.
3. We reserve the right to make customary technical changes, in particular improvements, up to the time of delivery if this only results in insignificant changes to the quality and the customer is not unreasonably impaired.
4. Information on the quality or durability of goods or services does not constitute a guarantee (assurance) within the meaning of § 443 BGB if we have not expressly assumed such a guarantee in writing. If a third party manufacturer of a product provides a guarantee, this guarantee shall be passed on to the customer; the scope of any manufacturer's guarantee provided shall be determined by the guarantee conditions of the third party manufacturer.
5. If goods are produced or modified on the basis of the customer's specifications, we shall not be obliged to check these specifications without a special agreement. The customer shall not be entitled to any claims for defects which are attributable to these specifications or to hardware or software supplied by third parties and used by the customer.

4.04 Supplementary provisions on the quality of software

1. Unless expressly agreed otherwise, the contractual software is standard software that has not been individually produced for the needs of the customer. Supply contracts for software are therefore sales contracts. The parties agree that, according to the state of the art, it is impossible to develop standard software without errors for all application conditions.
2. Unless otherwise agreed, software shall be supplied in a version suitable for the underlying hardware (Microsoft Windows or Apple macOS operating system (current versions) at the time of the order).
3. In the case of standard software from third-party manufacturers, we shall supply the customer with the manufacturer's original user documentation. We are not obliged to supply any further documentation. Upon request, the customer may inspect the original user documentation to be supplied prior to the conclusion of the contract. Otherwise, the documentation shall be supplied as online help as part of the software. If the customer wishes further written documentation, he can inform us of this before the contract is concluded. We will then provide him with an offer for such documentation.
4. If software is to be delivered, we are obliged to hand over the object code on a data carrier. There is no entitlement to surrender or disclosure of the source code.
5. If we are obliged to install software, the customer shall ensure that the hardware and other environment requirements communicated to him, in particular the connection to the computer network including all cabling, are met prior to installation.
6. Insofar as hardware is supplied by us, the customer shall ensure a suitable hardware and software environment insofar as his own hardware or software or software purchased from third parties is to be connected by us.
7. The installation of suitable workstations, in particular compliance with occupational health and safety regulations, is neither owed nor checked by us, but is the responsibility of the customer.
8. During test operations and during installation, the customer shall ensure the presence of competent and trained employees and, if necessary, discontinue other work with the computer system. He shall ensure that all his data is backed up before each installation.

4.05 Rights of use

1. Rights of use shall only be transferred to the customer upon full payment. Insofar as usage options are granted prior to full payment, these are revocable at any time.
2. In the case of standard software, the manufacturer's terms of use shall apply. These terms of use shall be made available to the customer on request, even before the contract is concluded. Unless otherwise stated in these terms of use or in terms of use agreed between the customer and us, the following terms of use shall apply.
3. The customer shall receive a non-exclusive license to use the software for an unlimited period of time. This permission is not transferable. The customer is not permitted to grant rights of use to third parties. If no network license (= multi-user license) is purchased, use is only permitted on a single computer. If the hardware is changed, the software must be completely deleted from the previously used hardware. Simultaneous storage, keeping in stock or use on more than one hardware unit is not permitted.
4. In the case of a network license, this right of use applies to the agreed individual workstations of the contractually defined local network. The customer is obliged to prevent any use by third parties.
5. Unless otherwise prescribed by law, the customer is not authorized to reproduce, distribute, make publicly accessible, rent, modify or edit software or written material provided to him.
6. Existing copyright notices or registration features, such as registration numbers in the software in particular, may not be removed or modified.
7. For each case of culpable infringement of the above provisions by the customer, we shall be entitled, without prejudice to other rights, to demand a contractual penalty, which shall be determined by us in each individual case in accordance with § 315 BGB and the amount of which may be reviewed by the competent court.
8. Third parties within the meaning of this letter are also companies affiliated with the customer, or spatially or organizationally separate entities, such as branch offices.

4.06 Prices, remuneration

1. All prices are in EURO ex works plus shipping, insurance and packaging costs as well as the value added tax applicable at the time of delivery including original packaging.
2. Unless otherwise stated in the order confirmation, our list prices shall apply, alternatively our usual prices.
3. If a delivery period of more than six weeks has been agreed or in the case of continuing obligations lasting longer than six weeks, we shall be entitled to pass on to the customer any cost increases that have occurred in the meantime for procurement or delivery or for the deployment of personnel (wage and ancillary wage costs) by increasing the prices affected by this to the extent necessary to compensate for these changes.
4. If the contract is a contract for work and services in which we are the contractor and the customer terminates the contract in accordance with § 649 BGB before we have commenced performance, we shall be entitled to a lump-sum remuneration amounting to 5% of the agreed total remuneration. We shall be entitled to claim a higher reasonable remuneration.
5. If, after conclusion of the contract, we determine that assumptions which have become part of the contract are not correct (see B Clause 3), the customer shall be obliged to pay for any additional expenditure in accordance with the agreed rates, or alternatively our usual rates, if we do not submit a supplementary offer.

4.07 Terms of payment

1. The customer agrees that invoices may also be sent to him electronically. We may also use couriers or representatives for invoicing. The invoice will be sent to the generally known address, fax number or electronic address, unless the parties agree otherwise.
2. Unless otherwise stated in the order confirmation or these terms and conditions, invoices are due immediately and without deduction. If a payment date has not been agreed, the occurrence of default shall be governed by the statutory provisions.
3. In the case of bank transfers, the timeliness of payments shall be determined by their availability to us. The acceptance of checks and bills of exchange shall only be deemed as payment after the cashed amount, less all charges, has been honored. We are not obliged to present bills of exchange and cheques in good time.
4. We are entitled to offset payments against the oldest due invoice even if the customer has stipulated otherwise.

4.08 Rights of set-off and retention, assignment, partial performance

1. The customer shall only be entitled to offset undisputed or legally established claims. The customer is only entitled to exercise rights of retention with undisputed or legally established claims from the same legal relationship.
2. The assignment of claims against us is excluded. This does not apply within the scope of application of § 354a HGB.
3. Partial deliveries, partial services and corresponding invoices are permissible if they are not unreasonable for the customer.

4.09 Delivery, transfer of risk

1 All deliveries are ex works. We assume no liability for the cheapest method of shipment.
2. Except in cases of an obligation to deliver, the risk of loss and deterioration shall pass to the customer upon delivery to the person commissioned with the shipment, irrespective of the regulation of the transport costs, even if we carry out the shipment ourselves.
3. If the customer notifies us of his request prior to shipment, we shall cover the delivery with transport insurance at his expense.

4.10 Reservation of self-delivery, impediments to performance, default of acceptance

1. Since we purchase hardware and standard software from suppliers, our obligation to deliver is subject to timely and correct delivery to us.
2. Impediments to performance for which we are not responsible shall lead to a corresponding extension of the performance period. This applies in particular to a lack of or missing self-supply (see Clause 1), force majeure, war, natural disasters, traffic or operational disruptions, impeded imports, energy and raw material shortages, official measures and labor disputes as well as the breach of cooperation duties or obligations of the customer. We are entitled to withdraw from the contract if the impediment to performance persists for an unknown period of time and the purpose of the contract is jeopardized. If the impediment lasts longer than 2 months, the customer shall be entitled to withdraw from the contract with regard to the part not yet fulfilled, if he is not entitled to withdraw from the contract as a whole.
3. The performance period shall also be extended as long as the parties negotiate a change in the performance or we submit a supplementary offer after assumptions in our offer, which have become part of the contract, turn out to be incorrect.
4. Compliance with our delivery obligation presupposes the timely and proper fulfillment of the customer's obligations.
5. If the customer does not accept goods on time, we are entitled, subject to all other rights, to set him a reasonable grace period, to dispose of the item otherwise after its expiry and to supply the customer with a reasonably extended grace period. In the context of a claim for damages, we may demand 10% of the agreed price excluding VAT as compensation without proof, unless it can be proven that only a significantly lower loss has been incurred. We reserve the right to claim higher actual damages.

4.11 Endangerment of claims

1. If it becomes apparent after conclusion of the contract that our claim to counter-performance is jeopardized by the customer's inability to pay, the customer shall provide security for his counter-performance in the absence of any other advance performance obligation. If our contractual obligation consists of a work performance, service or delivery of goods to be procured for the customer that cannot be sold elsewhere at any time, we may require the customer to provide advance performance in the amount of our procurement costs or, at our discretion, in the amount of 50% of its consideration and to provide security for the remaining amount.
2. In addition, § 321 BGB shall apply with the proviso that we may also refuse performance if other claims arising from the same legal relationship within the meaning of § 273 BGB are at risk.
3. If payment by installments has been agreed, the entire remaining claim shall become due if the customer is in default with at least two consecutive installments in whole or in part. Deferment agreements shall become ineffective if the customer is in default with a service or if the conditions of § 321 BGB (German Civil Code) arise with regard to a claim

4.12 Retention of title

1. We reserve title to the items delivered by us until receipt of all payments from the entire business relationship. This only does not apply to those goods for which the customer has already expressly paid.
2. The customer is obliged to treat the purchased item with care. In particular, he is obliged to insure them adequately at his own expense against damage caused by fire, water, theft and vandalism at replacement value. If maintenance and inspection work is required, he must carry this out in good time at his own expense.
3. In the event of seizures or other interventions by third parties, the customer must inform us immediately in writing so that we can take legal action in accordance with § 771 ZPO (German Code of Civil Procedure). If the third party is not in a position to reimburse us for the judicial and extrajudicial costs of an action pursuant to § 771 ZPO, the customer shall be liable for the loss incurred by us.
4. The customer shall be entitled to resell the delivery item in the ordinary course of business. However, he hereby assigns to us all claims in the amount of the final invoice amount, including VAT, which accrue to him from the resale against his customers or third parties. The customer shall remain authorized to collect this claim even after the assignment, provided that he has created the prerequisites for forwarding the collected amounts to us and as long as the prerequisites of the provision on the endangerment of claims (§ 321 BGB) do not occur. Our authorization to collect the claim ourselves remains unaffected by this. At our request, the customer is obliged to disclose the assignment and to hand over to us the documents and information required to assert the claim.
5. We undertake to release the securities to which we are entitled at the request of the customer to the extent that the value of our securities exceeds the claims to be secured by more than 20%. We shall be responsible for selecting the securities to be released.

4.13 Limitation of liability

1. Limitation of liability on the meritsWe are not liable for simple negligence on the part of our executive bodies, legal representatives, employees or other vicarious agents. This limitation of liability does not apply to
1.1. Damages resulting from injury to life, body or health due to at least negligent breach of duty,
1.2. Other damages due to at least grossly negligent breach of duty or due to at least negligent breach of essential contractual obligations (obligations whose fulfillment is essential for the proper execution of the contract and on whose compliance the contractual partner may regularly rely),
1.3. Damages that fall within the scope of protection of a warranty given by us (guarantee, § 276 para. 1 BGB) or a guarantee of quality or durability (§ 443 BGB).
2. Limitation of liability in terms of amountOur liability for simple negligence or grossly negligent behavior of our vicarious agents who are not legal representatives or executives (simple vicarious agents) is limited to the damage typically to be expected at the time of conclusion of the contract and, in the case of claims for compensation for futile expenses, to the amount of the interest in performance.
3. Liability arising from pre-contractual obligations and business contactsThis letter M also applies to claims for damages by the customer arising from obligations arising from the commencement of contractual negotiations, the initiation of a contract or similar business contacts. If a contract is concluded between us and the customer, the customer hereby waives all claims that go beyond the liability under this letter M.
4. Tortious claimsThis letter M also applies to tortious claims of the customer.
5. Claims arising from transferred lawAll claims of the customer arising from transferred law that go beyond the liability under this letter are excluded. The customer may only invoke foreign law when asserting transferred claims insofar as the claim is justified even if these General Terms and Conditions of Contract, including letter M, are applied. Any further liability under foreign law is excluded.
6. Limitation of liability in favor of third partiesInsofar as liability is excluded or limited under this letter M, this shall also apply to the personal liability of our employees, representatives and vicarious agents.7. Indemnification against claims of third parties The customer shall indemnify us against all claims of its vicarious agents or other third parties employed by it which go beyond the liability under this letter M, including claims arising from pre-contractual obligations and business contacts.

4.14 Claims of the customer in the event of defects (material defects and defects of title)

1. Obligation to inspect and give notice of defects. The Buyer's rights due to material defects are subject to proper inspection and notification of defects (§ 377 HGB).
2. Material defects in used goods. In the case of the purchase of used goods, the rights of the customer due to material defects are excluded. This does not apply to claims for damages and claims arising from a warranty given by us (guarantee, § 276 para. 1 BGB) or a guarantee of quality or durability (§ 443 BGB) or if we have fraudulently concealed the defect (§ 444 BGB).
3. Subsequent performance. We are entitled to remedy the defect at our discretion by repair or delivery of a defect-free item (subsequent performance). If the subsequent performance fails, the customer may reduce the purchase price or, if a construction service is not the subject of the liability for defects, withdraw from the contract at his discretion. The purchaser's right to claim damages remains unaffected. Our obligation to bear the expenses necessary for the purpose of subsequent performance, in particular transport, travel, labor and material costs, is excluded in any case if the expenses increase because the purchased item has been taken to a place other than the recipient's place of residence or commercial establishment after delivery, unless the transfer corresponds to the intended use of the item; the right of the customer to demand reimbursement of expenses in the event of recourse (§ 478 para. 2 BGB) remains unaffected.
4. Material defects in supplied hardware and software
a) In deviation from the above Section 3, in the case of delivery of hardware and standard software from third party manufacturers as well as the involvement of third parties for maintenance services, we may assign our corresponding claims against our supplier, the manufacturer or other third parties to the customer for the purpose of subsequent improvement or replacement delivery. In this case, the customer must, if necessary, take legal action against our supplier or the manufacturer for subsequent performance, compensation for damages or reimbursement of expenses after self-performance before asserting his right to subsequent performance by us, reimbursement of expenses after self-performance, compensation for damages instead of performance, withdrawal or reduction, unless this is unreasonable for the customer. If the customer incurs costs which he is unable to recover from the supplier despite enforcement, we shall be obliged to compensate the customer.
b) The above shall also apply if we have adapted, configured or otherwise modified the hardware or software to meet the customer's requirements, unless the material defect was caused by our performance.
5. Interventions by the customer. In the event that the customer interferes with the goods, in particular with the program code, which is not expressly permitted by the operating instructions or other instructions for use, the customer shall not be entitled to any claims for defects unless the customer demonstrates and proves to us that the defect is not due to the interference.
6. Limitation of claims for defects, unless excluded by these terms and conditions:
6.1 The statutory limitation period shall apply to claims for damages due to defects and to claims in tort.
6.2 All other claims of the customer due to material defects, in particular for subsequent performance, reimbursement of expenses in the event of self-remedy, withdrawal, reduction and reimbursement of futile expenses shall become statute-barred within one year. 6.3 The same applies to claims due to defects of title with the following exception: Claims due to a defect which consists of a right in rem of a third party, on the basis of which the surrender of the purchased item can be demanded, shall become statute-barred within 5 years.
O) Cooperation of the customer in the event of defects
1. For any rectification of defects, the customer must provide us with the information necessary for fault diagnosis and rectification, if necessary on request, and, in the case of rectification by remote data transmission or telephone, provide us with a trained and competent employee to assist in the rectification. In the event of subsequent performance on site, we must be given unhindered access to the defective goods and, if necessary, other work on the hardware or in the customer's network must be stopped.
2. The customer is obliged to report any defects found in hardware or software in as much detail as possible and in a reproducible manner.
3. If the customer makes a claim for subsequent performance and it turns out that there is no claim for subsequent performance (e.g. user error, improper handling of the goods, absence of a defect), the customer shall reimburse us for all costs incurred in connection with the inspection of the goods and the subsequent performance, unless he is not responsible for our claim.
4. If the system fails due to a fault for which we are responsible, we shall restore the data to the last data backup status carried out by the customer prior to the failure. The customer shall provide the corresponding data in machine-readable form.
5. If claims are asserted against the customer due to the infringement of third-party rights or for the omission of the further use of the delivery item, the customer must inform us of this immediately.

4.15 Partial performance

If we have only received partial performance from a third-party manufacturer of standard software or hardware, the customer's interest in the partial performance shall not be lacking if we provide subsequent performance with our own means that is reasonable for the customer. In the case of documentation, we can also provide subsequent performance by means of a hotline service.

4.16 Right of return

The customer is not entitled to a contractual right of return. Anything to the contrary shall only apply if we have expressly granted him a right of return in writing. There is no entitlement to the granting of a right of return under any circumstances. Returns of goods without prior agreement of a right of return shall be rejected without exception. If we grant the customer a right of return, this shall only apply to goods that have already been paid for. Excluded from any right of return are individually manufactured, configured, customized, processed, promotional, clearance, discontinued, discontinued or other goods deviating from the current series standard. The right of return expires at the latest 2 weeks after receipt of the goods and can only be effectively exercised by returning the goods in due time, decisive is the arrival of the goods at our premises,
1. For software: originally packed and unopened, including data carriers and documentation;
2. For hardware: the delivered devices including accessories, documentation and complete original packaging in unchanged, in particular undamaged new condition.
The return shipment is at the expense and risk of the customer. In his own interest, the customer shall choose the safest transportation route and ensure adequate insurance. Partial returns of deliveries require a separate agreement.

4.17 Activities of employees at the customer

1. If our employees or vicarious agents provide services at the customer's premises, the customer shall provide suitable premises and equipment at its own expense, unless we have assumed responsibility for this.
2. The customer shall ensure at its own expense by means of suitable organizational and spatial measures that our employees or vicarious agents are not integrated into the customer's operations.
3. The customer shall have no right to issue instructions to our employees or vicarious agents. The customer's right to issue instructions within the framework of service or work contracts can only be exercised vis-à-vis one of our legal representatives or a person designated as authorized to represent us.

4.18 Acceptances

1. If acceptance is required by contract or law, the following provisions shall apply.
2. At our request, partial acceptances shall be carried out for definable parts of the service which can be used independently or for parts of the service on which further services are based, if the parts of the service to be accepted can be inspected separately. If all parts of the service have been accepted, the last partial acceptance shall also be the final acceptance.
3. Partial or final acceptance shall be deemed declared at the latest if the customer does not refuse acceptance in writing, stating reasons, within a further period set by us in writing after delivery of the service and a reasonable inspection period (fictitious acceptance).
4. If the service requiring acceptance also includes the delivery of hardware or standard software, we shall be entitled to charge the customer for this independently of acceptance of the rest of the service.

4.19 Export

The customer is solely responsible for compliance with export regulations. We are not obliged to ship goods to places to which export restrictions apply. Otherwise, the customer shall, at our discretion, either collect the goods from our place of dispatch or designate an alternative address.

4.20 Suspension of the statute of limitations during negotiations

A suspension of the limitation period for the customer's claims during negotiations shall only occur if we have entered into negotiations in writing. The suspension shall end 3 months after our last written statement.

4.21 Place of performance, choice of law, contract language, place of jurisdiction

1. Place of performance for contracts with merchants is the registered office of our company for both parties.
2. These terms and conditions and the entire legal relationship between the parties are subject to substantive German law. The application of the United Nations Convention on Contracts for the International Sale of Goods is excluded.
3. The contractual language is German.
4. If the customer is a merchant, a legal entity under public law or a special fund under public law, the exclusive place of jurisdiction for all disputes arising from the contractual relationship is the registered office of our company, although we are entitled to sue the customer at another statutory place of jurisdiction. With regard to all other customers, our registered office is agreed as the place of jurisdiction for all disputes arising from the contractual relationship in the event that the party to be sued moves its domicile or habitual residence out of Germany after conclusion of the contract or its domicile or habitual residence is not known at the time the action is brought.
5. The invalidity of provisions in these contractual terms and conditions or any other provision agreed between the parties shall not affect the validity of the remaining provisions of these General Terms and Conditions of Delivery and Service or other agreements. In the case of other provisions agreed between the parties, the parties are obliged to replace the ineffective provisions with effective provisions that come as close as possible to the meaning of the ineffective provisions.

General Terms and Conditions (GTC) - Software development FileMaker

Special terms and conditions for the development and delivery of databases

5.01 General

denkform® provides the service of creating databases in accordance with the following terms and conditions on the basis of the documents provided to denkform® by the customer or the agreed specifications.

A distinction must be made between the software for creating a database (FileMaker), database content and the database to be created without content, in which input interfaces, relations, scripts, etc. are created after the order is placed (hereinafter "database"). Unless otherwise agreed, the order does not include the input of database content or its maintenance. Standard components, in particular the FileMaker database software or operating systems, must be purchased by the customer.

5.02 Individual contracts

1. The nature and scope of the services to be provided by denkform® for individual orders under these terms and conditions as well as the corresponding individual order-specific conditions are defined between the Client and the Contractor in the respective individual orders. Individual orders can be agreed between the contracting parties both in the form of service orders and in the form of contracts for work. If nothing is regulated separately, it is a service contract in which denkform® only provides support services. If documents form the basis for the provision of services, these must be defined and described in the corresponding service description.

2. If the database is to be integrated into existing databases, an operating system, workstations (workstations/clients) and server systems, networks or similar, these additional services are the subject of a separate agreement and remuneration.

3. If additionally agreed in individual contracts, denkform® is available to the Client on 06122 / 72 678 -0 Monday to Friday from 9:00 to 13:00 and 14:00 to 18:00. Within the framework of a more extensive agreement, availability can also be agreed for the weekend.

4. All activities beyond the hotline, in particular extensions and changes to the database, will be invoiced according to the price list for hourly rates, travel costs, etc. valid at the time of the order.

5.03 Remuneration

The remuneration to be paid by the customer to denkform® is regulated in individual contracts. Invoices are payable immediately.

5.04 Place of delivery, delivery time, delay

1. Delivery dates are generally non-binding in the absence of a specific assurance. If the place of delivery and/or performance is not agreed in an individual contract and does not result from the nature of the obligation, denkform®'s registered office shall be deemed to be the place of delivery and/or performance.
2. If denkform® realizes that the deadlines specified separately in an individual contract cannot be met, denkform® shall inform the customer immediately in writing, stating the reasons for the delay. In this case, the contracting parties shall jointly agree on how to proceed. Both contracting parties shall ensure that an employee authorized to accept deliveries and services is present on the agreed date.

5.05 Offsetting

A customer is not entitled to exercise a right of retention against denkform® on the basis of another claim not arising from this contract. The customer may only offset such claims against denkform® that are undisputed or have been legally established.

5.06 Inspection and warranty

The parties are aware that, given the state of the art, it is not possible to exclude errors in the software under all conditions of use. denkform® therefore assumes no warranty for insignificant defects.

denkform® warrants that the work performed and delivered by it within the scope of individual contracts under this agreement is free of defects that cancel or reduce the value or suitability for the intended use - in particular that the database created for the Client has the properties listed in the service description applicable to it - and has been created with due care and expertise.

denkform® warrants that the database is generally described accurately and is basically usable in this context. The technical data and descriptions in the product information alone do not constitute a guarantee of specific properties. A guarantee of properties in the legal sense is only given if the respective information has been confirmed in writing by denkform®.

Expressly excluded from this warranty for defects are standard software components, in particular the FileMaker Pro software and operating system required for the operation of the database on which the database and FileMaker™ are installed. The customer, who is not a consumer, must check the database immediately upon receipt for its complete functionality and any defects. If a complaint is not made immediately (two weeks after delivery), the goods shall be deemed to have been delivered properly and completely, unless the defect was not recognizable during the inspection.

Consumers must notify us in writing of obvious defects within a period of two months from the date on which the non-contractual condition of the goods was discovered. The receipt of the notification by us is decisive for compliance with the deadline. If the consumer fails to provide this information, the warranty rights expire two months after the defect is discovered. This shall not apply in the event of fraudulent intent on the part of the seller. The burden of proof for the time of discovery of the defect lies with the consumer.

In the event that the customer is granted the right to independently edit the database, he shall receive a master password. Once the master password for editing the software has been handed over, all warranty claims and liability shall lapse, unless the customer can prove that any defects or damage were not caused by the changes he made to the database.

Claims for defects against consumers shall lapse within two years, otherwise within one year. This period shall also apply to compensation for consequential damage caused by defects, provided that no claims in tort are asserted. Warranty claims are not transferable. In the event of a warranty claim, denkform® shall have the option of rectification or subsequent delivery. If denkform® fails to rectify defects notified within a reasonable period of grace set in writing or if two attempts at rectification fail, the Customer shall be entitled either to withdraw from the contract or to demand a reasonable reduction in the rent or purchase price.

5.07 Rights of use

1. denkform® acknowledges that Customer receives only the right to use the Software in accordance with this Agreement and that Customer receives no other rights or title. denkform® retains all rights to the Licensed Software not expressly granted under this Agreement. denkform® retains all right, title and interest in and to the Licensed Software (including without limitation any improvements proposed by Customer or resulting from Customer's use of the Software) and any other inventions, developments, improvements, algorithms or formulas. The customer thus receives an exclusive right to use the database created by denkform® (unless expressly agreed otherwise in writing), but no right to edit the programming.

2. The right to use the database software created is limited to the number of computers (CPUs) specified in the individual contract.In addition, the customer shall be granted a right to transfer the rights of use transferred to him, with the exception of the transfer of the right to edit. Since the programming of the database software contains special know-how of denkform®, the transfer of the editing right to third parties requires the express written consent of denkform®.

3. Standard software: If denkform® provides the customer with standard software in an individual contract under this agreement, denkform® grants the customer a non-exclusive, unlimited right to use the standard software identified as such in the corresponding individual contract, including the associated documentation.

5.08 Liability

1. denkform® shall only be liable for claims for damages, whether resulting from a contract for work, delivery of goods or services, from impossibility of performance and from positive breach of contract
1.1. Without limitation of the amount of damages for damages caused by intent or gross negligence of the legal representatives or executives of denkform® or by serious organizational fault.
1.2. for damages resulting from culpable breach of essential contractual obligations in the case of simple negligence limited to the amount of damage that is typical for the contract and foreseeable. The same applies to damages caused by vicarious agents of denkform® through gross negligence or willful misconduct without breach of material contractual obligations. Furthermore, liability for simple negligence is excluded. denkform® accepts no liability for lost data and the resulting consequential damage, nor for loss of profit or other consequential damage.
2. The above limitation of liability also applies to claims arising from negligence in connection with the commencement of contractual negotiations. Furthermore, for claims arising from tort.

5.09 Final provisions

1. Amendments and supplements to this contract must be made in text form.

These special contractual conditions take precedence over the general terms and conditions of denkform®.

In the event of an export of the database, the customer shall be responsible for obtaining the export licenses himself. He is responsible for compliance with the relevant provisions.

2. The contract and the individual contracts concluded under it shall remain binding in their remaining parts even if individual provisions are legally ineffective or incomplete. Should a provision be wholly or partially ineffective or incomplete, the contracting parties shall immediately endeavor to achieve the economic success intended by the ineffective or incomplete provision in another, legally permissible manner.

3. If the customer is a merchant, a legal entity under public law or a special fund under public law, the exclusive place of jurisdiction for all disputes arising from this contract shall be the registered office of denkform®. The same applies if a consumer does not have a general place of jurisdiction in Germany or if the place of residence or habitual abode is not known at the time the action is filed.

Note on § 36 VSBG: We do not participate in dispute resolution proceedings before a consumer arbitration board and are not obliged to do so.