General Terms and Conditions of AMYS IT-Solutions GmbH

1. Scope of application and validity

1. These “General Terms and Conditions”, hereinafter referred to as GTC, apply to all our business relationships with our customers (“Buyer”). The GTC shall only apply if the Buyer is an entrepreneur ( Section 14 BGB), a legal entity under public law or a special fund under public law.

2. Our GTC apply exclusively. Deviating, conflicting or supplementary general terms and conditions of the Buyer shall only become part of the contract if and insofar as we have expressly agreed to their validity in writing. Written form within the meaning of these GTC includes written and text form (e.g. letter, e-mail, fax). This requirement of consent shall apply in any case, for example even if the Buyer refers to its GTC in the context of the order and we do not expressly object to this.

2. Order

1. Our offers are subject to change. It is subject to availability. The publication of specifications, scope of delivery etc. is without guarantee.

2. We are authorised to make partial deliveries.

3. Your order is deemed to be an offer to conclude a contract in accordance with these terms and conditions. We are under no obligation to accept your order. If we accept your order, we will send you an order confirmation. You will receive this by email.</li

3. Prices

1. Unless otherwise agreed in individual cases, our current prices at the time of conclusion of the contract shall apply, ex warehouse, plus statutory VAT.

2. Price changes. We expressly reserve the right to adjust prices.

4. Payment

1. We generally accept payment by direct debit. With your order, you undertake to issue us with a SEPA business-to-business direct debit mandate. Details can be found on the order form. The amount will be debited when the ordered products are dispatched or when the invoice is issued.</li

5. Delivery

1. Transfer of ownership and risk with regard to the ordered products shall take place at the time of delivery of the products.</li

2. Software purchased in the shop is delivered directly by download. If the transfer is interrupted during the download, you should start the download again.</li

6. Right to return products

1. In principle, there is no right of return.

2. A limited right of return exists for payment modules if their use is not possible due to technical restrictions at the customer’s premises. The right of return is only granted if the customer has given us the opportunity to rectify the problem within a period of 5 working days. The period begins on the day of notification of the technical problem.</li

7. Software & Services

1. Any software that we make available to you for download is subject to the terms of the applicable licence agreements. These licence terms are supplied with all software products. The licence terms, which form part of this Agreement and are incorporated herein by reference, are available for you to view prior to your purchase by clicking on the applicable hyperlink provided or simply by clicking here.

2. It is your responsibility to ensure that any software or product software packages (“Bundle”) you order meet your needs and are compatible with your existing infrastructure/systems and processes.

8. Warranty for physical products

1. All physical products are covered by a one-year limited manufacturer’s warranty against defects in materials and workmanship. The limited warranty only covers our physical products; SOFTWARE, SERVICES OR OTHER SUCH PRODUCTS ARE NOT COVERED.

9. Standby and response times

1. Unless otherwise agreed, the standby and response times of the respective contracts, in particular the support contract, shall apply. The general point of contact for all our customers is Customer Service. Enquiries can be submitted directly via the support form at www.amys-it.com/support </li

2. The on-call times correspond to our business hours, which can be viewed here: www.amys-it.com/support. All times are given in Frankfurt local time. Public holidays at the registered office of the service provider are not covered by these on-call times. There is no guarantee that the service provider will be able to resolve problems within the agreed response times</li

3. We are only liable for non-compliance with the service level if we are responsible for this. Circumstances for which we are not responsible are in particular:</li

• Failures with third-party providers;
• Failures for which the customer is responsible;
• Failures caused by improper use or repair of the customer’s own hardware or software;</li

4. We grant the customer an unlimited licence in terms of time and territory for works arising from the additional services. However, the copyrights remain with AMYS IT-Solutions GmbH at all times.

10 Liability for damages and reimbursement of expenses

As far as compensation for damages or reimbursement of futile expenses is concerned, we shall be liable for all resulting damages, whether from breach of contract or unauthorised action, in accordance with the following paragraphs:

1. In the event of intent, gross negligence, claims under the Product Liability Act, assumption of a guarantee for the quality of a work performance or purchased item or the provision of a service, fraudulent concealment of a defect in a work performance or purchased item and in the event of injury to life, body or health, we shall be liable in accordance with the statutory provisions.

2. In the event of simple negligence, we shall only be liable for the breach of cardinal obligations. Cardinal obligations include obligations whose breach would jeopardise the purpose of the contract and on whose fulfilment the contractual partner may therefore justifiably rely. In this case, liability is limited to the typical foreseeable damage. Liability is excluded in all other cases of simple negligence.</li

3. In the case of strict liability for damages occurring during the delay, our liability is also limited to the typical foreseeable damage.</li

4. We accept no liability for loss of revenue, loss of profit, loss of data, nor for any indirect loss or damage.</li

11 Other claims due to material defects and defects of title

Insofar as we provide work services or create software for the customer, the following shall apply with regard to other claims due to material defects and defects of title (defects) that are not aimed at compensation for damages or reimbursement of expenses:

1. We shall provide the results of the services in such a way that they are not affected by defects that cancel or significantly reduce the value or suitability for the normal use or the use assumed under the contract.

2. Our warranty obligation does not include defects that are directly or indirectly attributable to deliveries and services of third parties who are not subcontractors of ours or that are attributable to incorrect information or incorrect, untimely or omitted cooperation on the part of the customer or third parties commissioned by the customer. Excluded from the liability for defects are defects resulting from a modification, processing or use of the service result by the customer or a third party not in accordance with the agreement, unless the customer proves that the defects in question were not caused by the modification, processing or use contrary to the agreement carried out by him or the third party.

3. In the case of partial performance results, the limitation period shall commence with the final acceptance of all services. If, in agreement with the customer, we undertake to check the existence of a defect or to rectify a defect, the limitation period shall be suspended unless otherwise expressly agreed.

4. The Customer is obliged to notify us of defects immediately after discovery in text form and with a detailed description of the defect and its effects. At the Contractor’s request, the Customer shall be obliged to hand over the data processed upon discovery of a defect – as far as possible and reasonable – in electronic form.</li

5. We will rectify defects that the customer claims in text form before the expiry of the limitation period. If we can prove that there was no defect, we may demand reimbursement of the expenses for the services rendered due to the alleged defect rectification in accordance with the remuneration rates stipulated in the contract, otherwise in accordance with the remuneration rates applicable to us for such services, plus any ancillary costs incurred.

6. The customer shall only be entitled to withdraw from the contract – insofar as withdrawal is not excluded by law – or to reduce the remuneration after the unsuccessful expiry of a reasonable deadline set by him for subsequent fulfilment, unless the setting of a deadline is dispensable according to the statutory provisions. In the event of cancellation, the customer shall only be liable for deterioration, loss and unutilised benefits for the diligence that he is used to applying in his own affairs.</li

7. In the event of fraudulent concealment of a defect in a work performance or purchased item or in the event of the assumption of a guarantee for the quality of a work performance or purchased item, the customer’s rights shall be governed exclusively by the statutory provisions.

12. Data protection

1. By placing an order, you consent to us storing, processing, using and forwarding the data contained on the order form or your order by fax in order to fulfil your order.

2. Our software is sold under licence. This means that you receive the licence for a shop when you purchase the product. For this purpose, a unique serial number is recorded with your order and reported to us during installation. By concluding the contract, you expressly authorise us to store this data</li

13 Consent to be named as a reference customer

You grant us and our affiliated companies within the meaning of Section 15 et seq. AktG (German Stock Corporation Act) the spatially unlimited simple right to use your company name and logo in the form of a factual reference as a reference for marketing and advertising purposes on our website and in the context of other public and private communication with existing or potential contractual partners of AMYS IT. You are entitled to revoke this consent to us in writing at any time. We are then obliged to comply with the revocation by deleting or de-recognising the data.

14 Force majeure

We accept no liability in the event that we are prevented from fulfilling our obligations under a contract due to force majeure or other circumstances beyond our control. If there is a delay in cases of force majeure or other circumstances beyond our control, we will fulfil our obligations as soon as reasonably possible under the circumstances.

15 Place of jurisdiction and applicable law

1. This contract – including liability for tort – shall be governed exclusively by the laws of the Federal Republic of Germany. Insofar as this refers to other legal systems, this reference is excluded. The Convention on Contracts for the International Sale of Goods (CISG – UN Sales Convention) is excluded.

2. We endeavour to resolve any differences of opinion that arise quickly and unbureaucratically. However, should this not succeed in exceptional cases, the exclusive place of jurisdiction for all disputes arising from or in connection with this and other contracts shall be Frankfurt am Main.

16. Severability clause

1. If we or you do not assert individual rights under a contract in individual cases, this shall not be deemed a waiver of such rights.

2. In the event that a provision of these terms and conditions or a contract is or becomes invalid or unenforceable, the remaining provisions shall remain unaffected. In this case, both parties are obliged to find a provision that comes as close as possible to the economic content of the invalid provision. In the event of loopholes, the parties hereby agree to include a provision that they would have reasonably included, taking into account the economic intention, had they considered the loophole when concluding the contract.

Status: January 2024