General Terms and Conditions (GTC)

General provisions

1 Legal scope

(1) The following General Terms and Conditions (GTC) apply to all software use, work and service contracts concluded between the contracting person and its customers (hereinafter referred to as "ordering Person").

(2) The services offered by the contracting person are aimed exclusively at entrepreneurs within the meaning of § 14 BGB (natural or legal person or a partnership with legal capacity, which acts in the exercise of their commercial or self-employed professional activity at the conclusion of a legal transaction) as well as to freelancers. No contracts are concluded with consumers / private individuals within the meaning of § 13 BGB.

(3) The contracting person shall provide cloud-based software, which is individually customisable, as Software as a Service (SaaS) – hereinafter referred to as "Software" or "SaaS Service" – including maintenance and care as well as other related complementary works and services in accordance with these General Terms and Conditions. The specific scope of services is the subject of individual contractual agreements between the contracting person and the ordering parties.

(4) The contracting person is entitled to award the necessary services in his own name and on his own account to subcontractors, who in turn may also use subcontractors. Subject to different agreements, the contracting person shall remain the sole contractual partner of the ordering person.

(5) Individual agreements (including ancillary agreements, additions and changes) made with the ordering person in individual cases and information in the order confirmation shall take precedence over these GTC. A written contract or written confirmation by the contracting person shall be decisive for the content of such agreements, subject to proof to the contrary.

(6) Legally relevant declarations as well as notifications of the ordering person regarding the contract (e.g. Notifications of defects, deadlines, withdrawal or reduction) must be submitted in writing, the text form (e.g. Email) is sufficient.

(7) These GTC shall apply, unless otherwise agreed, in the version valid at the time of commissioning or in the version last communicated to the ordering parties in text form as a framework agreement also for similar future contracts, without the contracting person having to refer to them again on a case-by-case basis.

(8) The General Terms and Conditions of the contracting person shall apply exclusively. Deviating, conflicting or supplementary terms and conditions of the ordering person only become part of the contract if and to the extent that the contracting person has expressly agreed to their validity. This consent requirement also applies if the ordering person refers to their GTC within the framework of the assignment and the contracting person has not expressly objected to their GTC.

2 Offers and conclusion of contract

(1) All offers of the contracting person are subject to change and non-binding, unless they are expressly marked as binding or contain a specific acceptance period. A contract is only concluded with written order confirmation by the contracting person or by actual execution of the service. This also applies if the potential ordering person was given catalogues, price lists, technical documentation (e.g. drawings, plans, calculations, references to DIN standards, etc.) as well as other product descriptions or documents – also in electronic form.

(2) The contracting person reserves the right of title and copyright to all documents provided in connection with the placing of the order. These documents may not be made accessible to third parties unless the contracting person gives his express written consent.

Software as a Service (SaaS)

Basic Software

3 Subject of contract and scope of services

(1) The contracting person shall provide the ordering person with interactive, highly specialised software as part of a cloud-based SaaS service. This enables the ordering person, together with his employees and contractual partners, to use predefined or individualised web applications (so-called "web maps" or "web projects") online – in the browser or via a WebApp (PWA) – to jointly record, visualise, edit and statistically evaluate a variety of project and in particular related geodata.

(2) The software provides interactive map services in which – depending on the object of the project, order and objective of the ordering person – different entries and processing of geodata and associated metadata can be made in the sense of a digital infrastructure management. Examples of use are, for example, the recording and visualisation of infrastructure elements such as fibre optic cables and network distributors, of areas relevant to agriculture or nature conservation (e.g. Meadows, forest areas) or movement patterns of animals based on visible traces or other indicators. The software is also suitable for pure data collection and processing projects without georeferenced map reference.

The ordering person can assign different user roles. By assigning authorisation levels, projects with critical infrastructures or security-relevant content can also be implemented, in which responsibilities must be documented in a comprehensible way. Furthermore, the software allows the location recording of users as well as the use of the camera of the respective device to upload images or videos and to locate them directly in the map in a georeferenced way and/or to link them with other project-specific data. Depending on the contractual agreement, intermediate statuses or final results can also be used via Web Map Services (WMS) to third parties (e.g. Contractual partners) are made available.

(3) The specific scope of services (domain management, storage space, email hosting, certificates, etc.) of these SaaS services as well as the interactive web applications contained therein (user roles, tools, etc.) is the subject of individual agreements between the contracting parties. There is no claim to the existence of certain functionalities as well as a certain appearance outside the contractually owed time and functional scope of the basic software.

(4) To support the contractual partners in the use of the SaaS services, the contracting person provides the ordering person with a manual, an FAQ list, and online training videos, which can be viewed at any time and dynamically searched for both general and very project-specific issues. In addition, the contracting person also offers training courses, workshops, and live webinars on the use of the software at the customer's request, which may also take place at the ordering persons premises.

(5) The subject matter of the contract is exclusively the provision of the software for use via the Internet as well as the provision of storage space on the servers of the contracting person. For this purpose, the contracting person sets up the software on servers that are accessible to the ordering person via the Internet. To fulfil its services, the contractor will also use servers of third-party companies. The contracting person will inform the ordering persons about the servers used and selected third-party companies before the contract is concluded.

(6) The contracting person shall immediately eliminate malfunctions and software errors within the scope of technical possibilities. A malfunction or error exists in particular if the SaaS services do not fulfil the functions specified in the service description, provide faulty results or otherwise do not work in a functional manner, so that the use of the software is not possible or only to a limited extent.

(7) The contracting person shall provide his services in accordance with the relevant state of the art. The software is constantly being developed and improved through regular updates and upgrades. The updated basic functions are automatically available to all users.

(8) The availability of the software is 98.5 percent on average per year, including unscheduled maintenance. However, availability may not be interrupted or impaired for more than two consecutive calendar days. Excluded from this are necessary regular maintenance work as well as periods in which availability is limited due to circumstances for which the contracting person is not responsible (e.g. Force majeure, influences of third parties, technical problems of the hosting provider, problems beyond the control of the contracting person or changes in the legal situation).

(9) Individual extensions or adaptations of the software as well as specific training, individual training videos or consulting services are not included in the scope of services of the standard software and require a separate contractual agreement.

Individual Software

4 Customised software extension

(1) The contracting person provides the ordering person an interactive, highly specialised web portal solution within the framework of a cloud-based SaaS service. This enables the ordering persons, together with their employees and contractual partners, to use predefined or individualised web applications (so-called "WebMaps" or "WebProjects") online – in the browser or via a WebApp (PWA) – to jointly collect, visualise, edit, and statistically evaluate various project and, in particular, related geodata.

(2) The software provides interactive map services in which – depending on the project object, order, and objective of the ordering person – different entries and processing of geodata and associated metadata can be made in the sense of digital infrastructure management. Exemplary application cases are, for example, the recording and visualisation of infrastructure elements such as fibre optic cables and network distributors, of agricultural or nature conservation-relevant areas (e.g. Meadows, meadows, forest areas), or of movement patterns of animals based on visible traces or other indicators. The software is also suitable for pure data collection and editing projects without georeferenced map reference.

The ordering person can assign different user roles within the SaaS services. By assigning authorisation levels, projects with critical infrastructures or security-relevant content can also be implemented, in which responsibilities must be documented in a comprehensible manner. Furthermore, the software allows the location recording of users as well as the use of the camera of the respective end device to upload images or videos and to localise them directly in the map in a georeferenced manner and/or to link them with other project-specific data. Depending on the contractual agreement, interim statuses or final results can also be disclosed via Web Map Services (WMS) to third parties (e.g. contractual partners) and made available.

(3) The specific scope of services (domain management, storage space, email hosting, certificates, etc.) of these SaaS services as well as the interactive web applications contained therein (user roles, tools, etc.) is the subject of individual agreements between the contracting parties. A claim to the existence of certain functionalities as well as a certain appearance outside the contractually owed time and functionality of the basic software does not exist.

(4) In order to support the contractual partners in using the SaaS services, the contracting person provides the ordering person with a manual, a FAQ list, and online training videos that can be viewed at any time and can be dynamically searched through both general and very project-specific questions. In addition, the contracting person also offers trainings, workshops, and live webinars on how to use the software at the customer's request, which may also take place at the customers' premises.

(5) After the conclusion of the contract, an initial kick-off meeting between the contracting parties shall take place, if necessary, in which the requirements, objectives, and implementation wishes of the ordering person are specified and prioritised. If necessary, a further coordination meeting can take place before the start of the implementation phase. The ordering person can contribute further concerns and wishes, provided that these are included in the originally agreed scope of services. Requests for changes can also be made in the further course of the project, provided that they are within the contractually defined framework. The contracting person, for its part, is authorised to submit change suggestions to the client for future service periods.

(6) The adjustments resulting from the votes and, if applicable, individual agreements made beyond that become part of the original contract if both contracting parties have agreed to this in text form (e.g. by email). Otherwise, the contracting person is only obliged to provide the services agreed in the contract. Further change requests as well as the work or services based on them may lead to adjustments to remuneration and schedule and require a separate agreement in text form.

(7) The prerequisite for the timely action of the contracting person is that all content, data and actions of participation required for the implementation of the project – in particular geodata, texts, templates, graphics, fonts, system access, technical information and a designated contact person – are provided by the ordering person in full, timely and in an appropriate form. The verification or procurement of rights, third-party tools or certificates is only due if expressly agreed.

(8) The contracting person is not responsible for delays due to a lack of or late cooperation of the ordering person. The additional effort caused by this can be charged additionally to the ordering person. Delays in performance due to force majeure or lack of cooperation of the ordering persons automatically lead to an appropriate extension of agreed deadlines.

(9) As soon as the commissioned extension has been completed, the contracting person will request the ordering person to accept it. A test phase can be arranged in advance. Defects found during the test phase or before acceptance must be reported to the contracting person, who will endeavour to correct them professionally. Workarounds may be provided.

(10) Upon completion, the extended functions and applications – subject to other agreements – will be made available for use as part of the existing SaaS service. A claim to issue source codes, development documentation, manuals, or other additional documentation does not exist – subject to different express individual agreements.

(11) Unless otherwise agreed, the extensions of the standard software are geared to the current system environment at the time of contract fulfilment. Optimisations for certain mobile devices and search engines (SEO) or integration into third-party platforms are only due if they have been expressly agreed upon.

(12) Since creative services (e.g. The design of user interfaces, icons, layouts or similar design elements), the ordering person acknowledges that these are services that require a certain degree of artistic design freedom. Deviations in the design therefore do not constitute a defect insofar as the agreed functional and technical requirements are met.

(13) After completion of the services, the contracting person may offer optional care or maintenance services with regard to the software extensions. However, there is no obligation to provide such services. Application-specific maintenance and care services as well as their specific scope are exclusively the subject of individual contractual agreements between the contracting parties. Without a corresponding agreement, the responsibility for the operation, maintenance and security of the extended software lies solely with the ordering person. The contracting person is not liable for security risks arising from outdated software components.

5 Loads and specifications

(1) If the extension or adaptation of the standard software has been agreed between the contracting parties on the basis of loads and specifications, the order will be processed in accordance with this paragraph.

(2) The subject of the contract is the extension or individualisation of the standard software (e.g. Development of additional functions, interfaces or modules) in compliance with the technical and / or organisational specifications of the ordering person. Contracts concluded between the parties are work contracts within the meaning of §§ 631 ff. BGB.

(3) The scope of the services to be provided is decisive for the individual contractual agreements as well as a specification drawn up by the ordering person and the specifications based on them. The contracting person will check the specifications for completeness, suitability (with the exception of legal suitability), feasibility and freedom from objection. If the contracting person giving the contract recognises any inappropriateness or contradictions, he will point this out to the ordering person and submit suggestions for adaptation. The specifications become a binding part of the contract as soon as it has been confirmed by the ordering person in writing or in text form.

(4) On the basis of the specifications, the contracting person giving the contract shall draw up a specification describing the technical implementation. This is presented to the ordering person for acceptance. Change requests are possible. The contracting person is authorised to submit a maximum of two alternative proposals. If no agreement is reached, both parties have the right to extraordinary termination or withdrawal from the contract. The expenses incurred up to that point are to be adequately remunerated.

(5) If the specifications are accepted, their contents shall be considered binding. Changes require an explicit individual agreement. The contracting person giving the contract is not obliged to go beyond or deviate from the services agreed in the specifications. After acceptance, the technical implementation of the commissioned software extension begins.

(6) If necessary, the contracting person shall provide the ordering person with a time and work plan in addition to the specifications. The contents and specifications of this time and work plan become part of the contract, unless the ordering person objects immediately. The contracting person undertakes to complete the agreed work services or parts thereof by the end date mentioned in the time and work schedule and to hand them over or make them available to the ordering person. The details of the handover or upload of the finished works are the subject of individual contractual agreements between the parties.

Common Terms Software

6 Acceptance and authorisation

(1) As soon as the commissioned service has been completed, the contracting person will notify the ordering person of the completion and request them in writing to accept the work within a set period and – if necessary – release it. The completed works are provided in the software itself or on a corresponding file server or sent in a common file format.

(2) The acceptance period within the meaning of § 640 is set at two (2) weeks from the request for acceptance, unless a different acceptance period on the part of the ordering person is required in the individual case due to special circumstances. In this case, the ordering person will inform the contracting person separately.

(3) At the same time, the contracting person will expressly point out to the ordering person in this request the importance of their silence, in particular that the work is considered accepted if the ordering person neither declares the acceptance within the period nor refuses due to a defect. If the ordering person does not respond within this period, the work shall be deemed to have been accepted, provided that there are no significant defects.

(4) Insofar as a work has been agreed, the contracting person may demand from the ordering person the release and acceptance of the work in writing. In this case, the ordering person is obliged to release and accept in writing, provided that the contracting person expressly requests it to do so. The acceptance provisions of the Civil Code remain unaffected.

(5) If necessary, a test phase can be agreed upon for web applications or web components before acceptance. If the ordering person finds errors before acceptance or during an agreed test period, she will notify the contracting person in writing or in text form. The contracting person will endeavour to correct the errors in a professional manner. For this purpose, the contracting person may provide temporary workarounds.

(6) For errors that occur after the release resp. Acceptance, the contracting person is liable exclusively in accordance with the regulations under the heading "Liability and Release".

7 Correction

(1) Unless otherwise agreed, the ordering person, concerning the individual work services, is entitled to two (2) correction loops each.

(2) After the implementation of these two (2) correction loops, customisation requests and complaints – in particular with regard to the stylistic and artistic design – as well as the incorporation of new content or functions are generally excluded.

(3) If the ordering person wishes to make further changes or adjustments after the agreed correction loops have been carried out, the contracting person may create these additional expenses for an additional fee to be agreed.

(4) If the contracting person has been commissioned to publish a work, the publication of the work – subject to other agreements – only takes place after approval by the ordering person. The release represents at the same time the acceptance of the work in question.

(5) In connection with press releases or the like, after the work has been released, a distribution date shall also be fixed on which the work or related information is to be transmitted to the media. If the ordering person is to publish or publish the work himself, he must accept the respective work in advance. If the ordering person publishes the work before acceptance, the publication shall be deemed to be acceptance.

8 Scope of service transfer

(1) When developing new or extending existing interactive software versions, there is – subject to different express individual agreements – no claim to the release of graphics and icons, source codes, (development) documentation, manuals and other additional documentation that have not been commissioned separately.

(2) Unless otherwise agreed, the created web applications and web components are optimised for the browsers Chrome, Firefox, Safari, and MS Edge in their current versions (each the last two versions of the browser). A search engine optimisation (SEO) is only owed if it has been expressly agreed.

(3) Unless otherwise contractually agreed and not to be expected otherwise from the purpose of the contract, the contracting person owes only the transfer of a common print file (e.g. SVG, PDF, JPG or PNG). The ordering person has no claim to issue an editable file (e.g. open files from graphics programs).

(4) When creating images and (training) videos – unless contractually agreed otherwise and not to be expected otherwise from the purpose of the contract – the ordering person will in principle only receive the recordings that have been processed for the respective purpose. The ordering person does not have a claim to the release of the raw data or editable files (RAW files, open files from image programs, etc.).

(5) When creating and processing geodata – unless contractually agreed otherwise and not to be expected otherwise from the purpose of the contract – the ordering person will in principle only receive the data packets that have been processed for the respective purpose in the common formats geopackage, geojson or pg_dump (SQL).

(6) The ordering person is not entitled to receive the software suitable for the use of the data.

9 Technical requirements

(1) The SaaS services offered are provided via a website on the Internet. In this respect, the use of the software takes place exclusively online in the browser or via WebApp (PWA) and is therefore accessible on a variety of end devices with a current web browser (WebKit). For the proper use of the software, a current Internet browser (e.g. Chrome, Firefox, Safari, MS Edge, etc.) – the last two versions in each case – as well as an internet-enabled device with a compatible operating system and sufficient memory.

(2) The users of the ordering person issuing must themselves ensure that these technical requirements are met and are maintained throughout the term of the contract.

(3) The contracting person assumes no liability for the functionality of the software in the event of different technical configurations on the part of the users of the ordering person.

10 Rights of use of the software

(1) For the duration of the contractual relationship, the contracting person grants the ordering person a simple (non-exclusive), non-transferrable and non-sublicensable right to use the software provided within the framework of the SaaS service – consisting of the standard software and, if applicable, individually developed or extended functionalities – via an Internet connection as intended.

(2) The use is limited to the purpose and scope described in the respective contract. Processing or duplication of the software by the ordering person is only permitted to the extent that this is necessary for the intended use within the framework of the contractually provided SaaS service. This includes in particular the loading of the software into the main memory for browser-based use or use via a WebApp, but not the (even temporary) installation or the permanent storage on local discs (e.g. Hard discs) of the ordering person.

(3) If individually developed or adapted functionalities are created for the ordering person within the framework of the contractual relationship, all copyrights and other property rights remain with the contracting person – unless expressly agreed otherwise. The ordering person receives a right of use in accordance with section 10.1. An exclusive use or blocking of third parties requires a separate, expressly made agreement.

(4) The ordering person is not entitled to pass on the software or the storage space made available to him in the context of the SaaS service in whole or in part, for a fee or free of charge, to third parties or to transfer it for use. A rental, leasing, resale or other disclosure of the software – in particular by sublicensing, subhosting or application service providing – is expressly prohibited.

11 Storage and backups

(1) The contracting person shall provide the ordering person with a limited storage volume within the scope of the SaaS service for storing its own data on the servers operated by it. The default storage space limit is 5 GB. An additional storage expansion can be agreed on an individual contract. The applicable prices and tariffs will be announced to the client before the conclusion of the contract.

(2) The contracting person shall ensure that the data stored by the ordering person can be retrieved via the Internet. It also undertakes to take appropriate technical and organisational measures (TOM) to protect against data loss and to prevent unauthorised access by third parties to the stored data. These include, in particular, regular data backups as well as the use of contemporary security mechanisms, such as firewalls and access control systems, according to the current state of the art.

(3) In any case, the ordering person remains the sole authorised person to the data transmitted by him or entered into the software. It can at any time request the release of individual or all stored data in a common, machine-readable format. The contracting person is not entitled to a right of retention or a statutory landlord's lien (§ 562 BGB) with regard to this data.

12 Technical support

(1) Application or software problems are handled by the contracting person as part of the technical support. The technical support is generally guaranteed on weekdays from Monday to Friday from 09:00 to 16:00.

(2) Support services are to be requested for the purpose of the fastest possible processing via the communication channels provided for this purpose in the software or via the possibly available ticket system.

(3) Support requests are generally processed chronologically during regular business hours, in the order in which they are received by the provider of the web portal.

13 Warranty for defects

(1) The warranty for defects is governed by the statutory provisions. The contracting person owes the usual care of the industry, but not a complete exclusion of error. The liability for slightly negligent breaches of duty is limited to contractually typically foreseeable damages.

(2) The contracting person giving the contract guarantees the functionality and operational readiness of the SaaS services within the framework of the agreed service description and taking into account the respective state of the art. A certain availability is due exclusively in accordance with the contractual regulations made for this purpose.

(3) A defect exists if the SaaS services do not fulfil the functions provided for in the service description, provide faulty results or otherwise do not function in accordance with the contract and the use of the software is significantly impaired as a result. The ordering person is obliged to report recognisable defects immediately in text form and to describe their circumstances as comprehensibly as possible.

(4) The contracting person will remedy reported defects within a reasonable period of time after appropriate examination. The removal can – if reasonable – also be carried out by interim solutions (workarounds).

(5) Insignificant defects do not give rise to claims for defects of the ordering person being authorised. The choice of the type of subsequent performance (improvement or re-production) lies with the contracting person, unless a certain type of subsequent performance is unreasonable for the ordering person.

(6) The limitation period for claims for defects is one (1) year from the start of the statutory limitation period. This deadline reduction does not apply to claims for intent, gross negligence and injury to life, body or health. Otherwise, the statutory warranty rights for defects remain unaffected.

(7) Subsequent performance in the context of liability for defects does not lead to a new start of the limitation period.

14 Impairment of accessibility

(1) Adjustments, changes and additions to the SaaS services covered by the contract as well as measures to determine and remedy malfunctions will only lead to a temporary interruption or impairment of accessibility if this is absolutely necessary for technical reasons.

(2) The basic functions of the software are monitored daily. The maintenance of the web portal is generally guaranteed on weekdays from Monday to Friday from 09:00 to 18:00.

(3) In the event of serious errors – the use of the software is no longer possible or severely restricted – the maintenance takes place within three (3) hours of knowledge or information by the client. The contracting person will notify the ordering person of the maintenance work immediately and – in accordance with the technical conditions – carry it out in the shortest possible time.

(4) If troubleshooting is not possible within twelve (12) hours, the contracting person will notify the ordering person by email within 24 hours, stating the reasons and stating the period of time that is expected to be estimated for the error elimination.

15 Duties of the ordering person

(1) The ordering person is obliged to keep the data provided during registration up to date at all times and to refrain from violations of these General Terms and Conditions as well as applicable law.

(2) The ordering person is obliged to meet the contractually agreed payment claims on time.

(3) The ordering person shall ensure that the access assigned to her personally is used exclusively by herself. Access data must be treated confidentially and stored in such a way that access by unauthorised third parties is excluded.

(4) If the ordering person culpably violates these obligations, she is liable for damages resulting from this. If the contracting person prescribes additional security measures during the term of the contract, the client is obliged to implement them, unless they are unreasonable or disproportionate.

(5) The ordering person undertakes to use the software provided exclusively for the purpose provided for in the contract and to comply with all contractual and legal provisions. Any further use is not permitted.

In particular, it is forbidden to

• to register several times under different identities,
• to disseminate false or misleading information within the software,
• to alienate the software for advertising or other commercial purposes,
• to threaten, insult, harass or otherwise violate the rights of other persons,
• to solicit or attempt to solicit other persons for competing services,
• to violate these GTC or applicable law (in particular copyright or trademark law),
• automatically read data from the software (e.g. by means of crawlers),
• to send spam or chain letters,
• to disseminate content that is pornographic, racist, violence-glorifying or trivialising, seditious, extremist, unconstitutional or otherwise illegal or immoral.

(6) Without prejudice to the obligation of the contracting person to back up the data, the ordering person is responsible for the proper entry, maintenance and backup of their data required for the use of the software. In the event of data loss for which the contracting person is responsible, their liability is limited to the recovery of those data that would have been lost even if the ordering person had properly backed up the data. Insufficient data backup can lead to joint responsibility according to § 254 BGB. The regulations under the heading "Liability and Release" remain unaffected.

(7) The ordering person is obliged to check all data and content for viruses or other harmful components before entering them into the software. For this purpose, protection programs corresponding to the state of the art must be used.

(8) The contents stored by the ordering person on the storage space assigned to them may be protected by copyright or data protection law. The ordering person grants the contracting person the right to make this content available via the Internet within the framework of the contractual use, including the necessary duplication and transmission as well as the reproduction for data backup purposes.

16 Blocking and unauthorised content

(1) The contracting person is entitled to block access to the SaaS services if the ordering person is in default with at least one full payment installment. The same applies if several partial payments are outstanding, the sum of which corresponds to a full installment. A blocking does not affect the agreed term of the contract and does not release the ordering person from his obligation to pay.

(2) The ordering person may not store or distribute content within the SaaS services that

• is insulting, extremist, glorifying or trivialising violence,
• is inflammatory, discriminatory, unconstitutional, youth-endangering or pornographic,
• is against the rights of third parties (e.g. Trademark or copyright law), applicable law or good morals, in particular criminal or administrative offence regulations violate or
• damage code or malware included.

(3) If the contracting person becomes aware of potentially inadmissible content in accordance with section 16.2, which was stored by the ordering person on the storage space provided, the further procedure is as follows:

• The contracting person will immediately subject the contents to a course review. If there is a reasonable suspicion of a violation, the contracting person may temporarily block the content or take other appropriate measures up to and including deletion. At the same time, the ordering person is asked to comment on a deadline.
• After receipt of the statement or expiry of the deadline, the contracting person makes a final decision on the handling of the affected content. Possible measures are: warning, (partial) blocking of access, deletion of the content, extraordinary or ordinary termination of the contract, as well as – if required – notification to authorities.
• In making the decision, the contracting person takes into account, among other things, the severity and frequency of the violation, potential effects on other customers, the previous behaviour of the ordering person, the degree of fault and any motives as well as the statement made.
• The ordering person will be informed of the decision taken and its justification, unless there are legal reasons to the contrary.
• The contracting person does not carry out a proactive or automated check of the stored content. However, he will take action as soon as he becomes aware of himself or is informed by third parties. References to potentially unauthorised content can be reported via the contact details provided in the imprint.

Complementary services

Technical advice

17 Counselling services

(1) The contracting person offers his customers various consulting services – for example on the technical conception of solution approaches. The prerequisite for the use of such services is the conclusion of a separate agreement between the contracting parties.

(2) In the context of the provision of services, the contracting person owes exclusively professional advice to the best of his knowledge and belief and – if relevant – on the basis of the current knowledge situation.

(3) The counselling services are a service within the meaning of §§ 611 ff. BGB. The contracting person owes no concrete success, but only the careful provision of the agreed consulting and support services according to the agreements defined in the contract. A certain result is / is only owed if it has been expressly assured.

(4) The content of such consulting contracts is basically the following items, which can be commissioned by the ordering person individually or jointly:

• advice and support regarding technical solutions and implementation possibilities;
• the conception and development of new or the conceptual extension of existing interactive web applications, which are either embedded in the SaaS services of the person giving the client or of a third party.

(5) The ordering person undertakes to provide the contracting person with all information, documents and access necessary for the implementation of the consulting services in good time. Delays caused by the client due to lack of cooperation by the ordering person shall be borne by the ordering person.

(6) The remuneration is based on the fee rates specified in the contract or offer (hourly, daily or flat rate). If travel or accommodation costs, expenses or other expenses are incurred, the ordering person shall bear all costs incurred for this. This includes, in particular, travel, accommodation and meals according to the applicable maximum tax rates, unless otherwise stipulated in the individual offer.

Content and data processing

18 Creation and preparation of content

(1) In a meaningful addition to the SaaS services offered by it, the contracting person offers its customers optional further complementary work services with regard to the creation and design of content for applications of the client or third parties in accordance with these GTC. Neither is the contracting person obliged to make such an offer, nor do the ordering person have to make use of such further work. Corresponding agreements as well as the respective specific scope of services are exclusively the subject of individual agreements.

(2) For this purpose, the conclusion of a separate contractual agreement is required, which is concluded on the basis of a concrete offer from the contracting person and the corresponding acceptance by the ordering person. The content creation contracts concluded between the parties are work contracts within the meaning of §§ 631 ff. BGB.

(3) Unless otherwise individualised agreements have been made, the creation, preparation and design of content is carried out in accordance with the individual requirements of the ordering person on the basis of agile methods. The rest of the provisions of these GTC remain unaffected.

(4) The subject of such content creation contracts are basically the following items, which can be commissioned by the ordering person individually or in conjunction:

• the collection, processing, cleaning, refinement and visualisation of (georeferenced) data in compliance with the technical and / or design specifications of the ordering person;
• the conversion of different geodata formats (e.g. Shape to GeoPackage);
• the creation of print products (e.g. banners or printed maps as well as building and site plans, print templates);
• the creation of texts or Text modules (e.g. press releases, contributions for websites, etc.);
• as well as the conception and design of graphics, icons and layouts (designs) according to the design specifications of the ordering person.

(5) Both contracting parties recognise that the creation of design content such as user interfaces, icons, graphics, layouts, logos, fonts or similar design elements are services that require a certain degree of artistic freedom of design. Deviations in the design therefore do not constitute a defect insofar as the agreed functional and technical requirements are met.

Maintenance

19 Maintenance and care services

(1) Following software enhancements provided, the contracting person may offer optional care or maintenance services with regard to the new customer-specific functions, applications and web components that go beyond the standard software. The contracting person can also offer the maintenance and care of third-party web applications in individual cases. The contracting person is neither obliged to make such an offer, nor do the ordering persons have to make use of such further services. Corresponding agreements are exclusively the subject of individual agreements.

(2) The subject of the contract of such maintenance and care services is the occasion-related elimination of malfunctions as well as the occasion-related updating of customer-specific web applications or individual web components, e.g. For common web browsers or end-devices in their most current version.

(3) Unless otherwise agreed, the maintenance and care services include only the technical, but not the content update of the web applications. In particular, the contracting person does not owe – subject to different individual agreements – the update of the privacy policy, the imprint or the terms of use of the customer-specific SaaS services. Further services, e.g. regular maintenance or content updates of the web applications, may be agreed on an individual contract.

(4) The contracting person is not liable to the client for any security vulnerabilities that are exploited by the use of outdated software components by third parties for illegal purposes (so-called hacking).

(5) Likewise, the contracting person is not liable for malfunctions and incompatibilities caused by arbitrary changes of the ordering person or based on other errors that are not the responsibility of the contracting person. The provisions under "Liability and Release" remain unaffected by this.

Continuing education and training

20 Trainings, workshops and webinars

(1) If necessary and according to the order, the contracting person offers various online and / or face-to-face events in the form of training courses, workshops or live webinars – without learning progress control – on pre-determined topics and appointments on an hourly or daily basis. The contents of these training courses include e.g. the use of the software, the special tools or specific use cases.

(2) Costs, beginning, end, content, form and location of the training are to be found in the respective individual offer and will be communicated to the ordering person before the conclusion of the contract. In addition, the agreements in these GTC apply.

(3) The contracting and participating persons may, but do not have to, coincide in one person.

(4) The training courses, workshops and webinars are conducted to the best of our knowledge and belief. The contracting person will always choose the person who is in charge of training conscientiously. The contracting person is entitled to replace the training leader at any time at his discretion – even at short notice – by another suitable training leader, provided that this is reasonable for the participant / ordering person. If the change of the person in charge of training is unreasonable for the participants / ordering person, the participants / ordering persons may withdraw from the contract.

(5) A certain learning success, which goes beyond the implementation of an event that is conscientiously prepared and, according to the discretion of the contracting person, is not due.

(6) In extraordinary situations (e.g. in the event of a pandemic), the contracting person is also entitled to organise a face-to-face event online. In this case, a refund of the participation fee will only take place if the participation in the online event is not reasonable for the participating / ordering persons.

(7) If training or workshops are carried out as face-to-face events and travel or accommodation costs are incurred, the ordering person shall bear all costs incurred for this. This includes in particular travel, accommodation and meals according to the applicable maximum tax rates, unless otherwise stipulated in the individual offer.

21 Training videos

(1) The contracting person will store training videos explaining the standard software in their manual. For software extensions, the contracting person will create additional specific training videos at the request of the ordering person. The scope and remuneration of the services result from the individually concluded contract.

(2) Since the creation of training videos is in part a creative achievement that requires a certain degree of artistic freedom, complaints regarding the artistic design are fundamentally excluded. Further change requests of the client are subject to remuneration.

(3) If the ordering person assigning person provides people for the creation of training videos, he or she is solely responsible for their written consent to the use of the recordings and for compliance with data protection regulations.

(4) The copyright to the training videos remains with the contracting person. Unless otherwise agreed, the ordering person receives a simple, non-transferable and non-sublicensable right of use of the completed videos, limited to the contractually agreed purpose (e.g. internal training). Any further use – such as duplication, distribution, public access, processing or forwarding to third parties – requires the express written consent of the contracting person.

(5) The contracting person reserves the right to use the training videos created on an individual order for his own purposes, in particular:

• to conduct training courses and presentations,
• for integration into the general portfolio (e.g. In the manual of the software),
• as well as a reference for marketing and sales purposes.

In doing so, the contracting person undertakes not to disclose any confidential content or business and trade secrets worthy of protection to the ordering person.

Other provisions

22 Remuneration and payment terms

(1) The remuneration of the services by the ordering person is the subject of an individual contractual agreement between the parties and is generally based on the fee rates specified in the underlying contract or offer (hourly, daily or flat rate).

(2) If travel or accommodation costs, expenses or other expenses are incurred, the ordering person shall bear all costs incurred for this. This includes, in particular, travel, accommodation and meals according to the applicable maximum tax rates, unless otherwise stipulated in the individual offer.

(3) The ordering person undertakes to pay the contracting person the agreed fee for the provision of the software, the provision of storage space and for all additional commissioned services – such as training, the creation of training videos, consulting services or the programming of individual software components – at the contractually agreed times or at the agreed billing intervals.

(4) In the case of work and service contracts, the remuneration is generally due after the performance of the respective service. If the remuneration – for example in the case of more extensive projects – is calculated according to time periods, it becomes due accordingly after the expiry of the respective sections (§ 614 BGB).

(5) In the case of expense-related billing, the contracting person is entitled – subject to different regulations – to invoice their services monthly on the basis of the agreed hourly or daily rates. Travel expenses and expenses are to be reimbursed additionally, if they are necessary and comprehensibly documented.

(6) The contracting person shall issue an invoice to the ordering person after the services have been provided – either by post or in electronic form (e.g. as a PDF or by email). The remuneration is due for payment within 14 calendar days after receipt of the invoice without deduction.

(7) From the beginning of a default, the ordering person owes the contracting person default interest in addition to the agreed remuneration. In the case of contracts between business persons, the interest rate is 9 percent above the base interest rate. The current base interest rates can be determined at the Bundesbank.

(8) Objections to the statement must be submitted in text form to the contact point indicated on the invoice within eight (8) weeks of receipt of the invoice. After this period, the invoice shall be deemed to have been approved. The contracting person will expressly inform the ordering person of this consequence in the invoice.

23 Data protection and data disclosure

(1) The contracting person undertakes to comply with all applicable data protection regulations, in particular the General Data Protection Regulation (GDPR) in the context of the contract execution.

(2) After termination of the contractual relationship, the contracting person will, at the request of the ordering person, hand over the data stored on the storage space assigned to him and subsequently delete it, provided that no contractual or legal retention obligations conflict with this.

(3) If the ordering person provides persons for the creation of image or video recordings (e.g. employees or models), it bears sole responsibility for the admissibility of the use of these recordings under data protection law. In particular, it assures that the necessary consents or contractual approvals (e.g. model release contracts) are obtained.

24 Confidentiality and secrecy

(1) The contracting person undertakes to maintain the strictest secrecy about all confidential transactions that have come to his knowledge in the context of the preparation, execution and fulfilment of work and service contracts, in particular business or business secrets of the customers, and neither to pass them on nor to use them in any other way. This applies to any unauthorised third party, i.e. also to unauthorised employees of both the contracting person and the ordering party, unless the disclosure of information is necessary for the proper fulfilment of the contractual obligations of the contracting person. In cases of doubt, the contracting person will obtain consent from the ordering person before such a transfer.

(2) The contracting person undertakes to agree with all employees and subcontractors employed by him in connection with the preparation, execution and fulfilment of this contract, who have access to confidential information, a regulation identical to the preceding paragraph.

(3) The duty of confidentiality applies indefinitely beyond the duration of this contract.

25 Term for long-term obligations

(1) Long-term obligations, in particular in connection with the use of the software, have – unless otherwise stipulated – a minimum term of six (6) months. The cancellation must be in writing and is possible with a notice period of three (3) months to the end of the respective term. If there is no timely cancellation, the contract is automatically extended by a further six (6) months.

(2) The right to extraordinary termination without notice for good cause remains unaffected. An important reason exists in particular if a party permanently violates essential contractual obligations or does not make payments due despite a reminder.

(3) Fees already due or paid for periods of use that have begun or not fully utilised will not be refunded or will continue to be owed – subject to mandatory statutory provisions.

26 Cancellation of work contracts

(1) If the ordering person terminates a work contract in accordance with § 648 sentence 1 BGB before completion of the work, the contracting person is entitled to demand the agreed remuneration. However, it must be credited with those amounts that it saves in expenses as a result of the cancellation of the contract or acquires through other use of its labour or maliciously fails to acquire.

(2) It is refutably presumed that the contracting person is entitled to 10 percent of the agreed remuneration attributable to the part of the work that has not yet been provided.

(3) Both contracting parties reserve the right to prove that the amount due to the contracting person in accordance with § 648 BGB is higher or lower in the specific case than the said lump sum. Any claims arising from breaches of duty or damages remain unaffected by the cancellation. Otherwise, the regulations of § 648 BGB apply accordingly.

(4) This clause does not establish an independent right of termination, but merely specifies the legal consequences of a termination in accordance with the statutory provisions.

27 Liability and release

(1) The contracting person is liable for any legal reason without restriction in the event of intent or gross negligence, in the event of intentional or negligent injury to life, body or health, on the basis of a promise of guarantee, unless otherwise regulated in this regard or on the basis of mandatory liability such as according to the Product Liability Act.

(2) If the contracting person negligently violates an essential contractual obligation, the liability is limited to the foreseeable damage typical of the contract, unless unlimited liability is made in accordance with the preceding paragraph. Further liability, in particular for lost profits or consequential damages, is excluded, unless legally liable.

(3) Essential contractual obligations are obligations that the contract imposes on the contracting person according to its content in order to achieve the purpose of the contract, the fulfilment of which makes the proper execution of the contract possible in the first place and on the observance of which the ordering person may regularly rely. In addition, any liability of the client is excluded, unless mandatory legal provisions conflict.

(4) The above liability regulations also apply with regard to the liability of the contracting person for his vicarious agents and legal representatives.

(5) The ordering person shall indemnify the contracting person from any claims of third parties – including the costs of legal defence – asserted against the contracting person on the basis of acts of the ordering person contrary to law or contract.

(6) The contracting person shall indemnify the ordering person in the event of justified claims by third parties arising from infringements of intellectual property rights within the framework of the standard software. In the event of such claims, the contracting person will customise the SaaS services or the associated web applications or procure necessary rights at its own expense.

28 Copyright and rights of use

(1) The copyright to the resulting works remains with the contracting person. Work and interim results, concepts, documentation and other documents remain the intellectual property of the contracting person, unless other rights of use are expressly granted in writing.

(2) The contracting person grants the ordering person – after full payment of the order by the ordering person – a simple, non-transferable, right of use for internal use of the corresponding work results created for the respective purpose.

(3) Subject to different regulations, an exclusive right of use is granted in the creation of logos and icons that refer to the client, which is unlimited in time, place and in content; however, individual graphic elements of the logos and icons may be used by the contracting person for the creation of other works, as long as this does not create a risk of confusion with the created logo of the ordering person. A simple right of use is granted for all other works – subject to different individual agreements. Further rights can be agreed on an individual contract.

(4) A transfer of the rights of use by the ordering person to third parties requires an individual contractual agreement with the contracting person.

(5) The designs presented within the correction loop may not be used, reproduced or passed on to third parties by the ordering person in the original or modified without the express consent of the contracting person.

29 Self-promotion and right of mention

(1) Unless otherwise agreed, the ordering person expressly grants the contracting person permission to publicly present the project or the subject of the contract for the purpose of self-promotion (references / portfolio) in an appropriate manner. In particular, the contracting person is entitled to advertise the business relationship with the ordering person.

(2) Furthermore, the contracting person is entitled to use his own name, possibly with linking, in an appropriate manner, e.g. In the footer, as a watermark or in the imprint of the web application(s) created by it, in order to point out itself as the author, without the ordering person being entitled to a claim for remuneration for this.

(3) The contracting person reserves the right to use the graphics, icons and web components created on the basis of work contracts on its website as well as in your software for its own purposes and, if necessary, to make them available to third parties for use.

30 Final provisions

(1) The contracts concluded between the contracting person and its customers are subject to the substantive law of the Federal Republic of Germany to the exclusion of international uniform law, in particular the UN Convention on Contracts for the International Sale of Goods.

(2) If the ordering person is an entrepreneurial person, a legal entity under public law or a special fund under public law or does not have a general place of jurisdiction in Germany, the parties shall agree on the registered office of the contracting person as the place of jurisdiction for all disputes resulting from this contractual relationship. Sentence 1 shall not apply if an exclusive place of jurisdiction is established for the dispute.

(3) The contracting person is entitled to cancel these GTC for objectively justified reasons (e.g. changes in case law, legal situation, market conditions or business or corporate strategy) and within a reasonable period of time. Existing customers will be notified by email no later than two weeks before the change takes effect.

If existing customers do not object within the period set in the change notification, their consent to the change shall be deemed to have been granted. If they contradict, the changes will not take effect. In this case, the contracting person is entitled to terminate the contract extraordinarily at the time of entry into force of the change. The notification of the intended amendment to these GTC shall indicate the time limit and consequences of the objection or its failure.

(4) The separately listed General Terms and Conditions for the Processing of the Order (DPA) become part of this contract.

(5) The General Conditions for BETA Tests (ABB) attached separately to these GTC in Appendix 1 shall also become part of this contract.

(6) Should individual provisions of these GTC be or become invalid, the validity of the remaining provisions shall remain unaffected.

(7) The ordering person will support the contracting person in the provision of their contractual services by appropriate cooperation, as far as necessary. In particular, the ordering person will provide the contracting person with the information and data required for the fulfilment of the order in due time.

(8) The contracting person is neither willing nor obliged to participate in a consumer dispute arbitration procedure under the VSBG.

(9) The terms used here are not gender-specific.

Status: September 2025

Appendices