General Terms and Conditions

1.1 DOCUNIZE GmbH, Neuöttinger Straße 5, 84503 Altötting (hereinafter: Provider) is a software manufacturer and offers software for creating, managing, and automating templates, documents, and email signatures.

1.2 These General Terms and Conditions (hereinafter: GTC) govern the terms for individual contracts that the Provider concludes with customers via offers. In the event of conflicts, the provisions of the offer prevail.

2.1 An authorized user is a person who is contractually entitled to obtain access to the software, to use the software to the contractual extent, and to create or manage content with the software, and who (a) may be the customer or an affiliated company itself if the customer or the affiliated company is a natural person and/or (b) may be an employee of the customer or of an affiliated company and/or (c) may be a contractor of the customer who is to obtain access to the software on behalf of the customer in the course of providing services to the customer.

2.2 Digital assets are elements in digital form, including applications, for which the customer has a right of use, regardless of the contractual relationship with the Provider.

2.3 Exportable data means all input and output data including metadata that are generated directly or indirectly through the customer's use of the software, including all of the customer's digital assets, with the exception of assets or data of the Provider or third parties that are protected by intellectual property rights or constitute a trade secret.

2.4 Microsoft products are the products of the provider Microsoft in connection with which the Provider's software can be used, in particular Microsoft Word and Microsoft Outlook as well as further products specified on the Provider's website.

2.5 The Provider's software is the software developed by the Provider for creating, managing, and automating templates, documents, and email signatures in connection with Microsoft products and with the functional scope defined on the Provider's website (https://docunize.com) and/or in documentation and user manuals and/or in any service descriptions, together with any additional functions described therein. These descriptions do not constitute warranties of characteristics.

2.6 An affiliated company under this contract means any company affiliated with the customer within the meaning of Sections 15 et seq. of the German Stock Corporation Act (AktG) that directly or indirectly controls the customer or is controlled by the customer or is under joint control with the customer, by virtue of control of management or ownership of more than fifty (50)% of the voting shares or a similar interest in said company, provided that the affiliated company uses the same server instance as the customer.

2.7 Additional functions are functions that extend the functional scope of the software and that can be put into operation with or after the grant of the software license.

3.1 Transmission of the offer constitutes the Provider's binding offer to conclude a contract with the customer in accordance with the provisions of these GTC. The customer is entitled, but not obliged, to accept this offer. Acceptance is declared by the customer's signature on the offer and electronic or postal transmission of the signed offer. Alternatively, acceptance may also be effected by a confirmation email without return of a signed copy.

3.2 The term of this contract begins upon conclusion of the contract, unless a different date is agreed in the offer.

3.3 The Provider will only make a binding offer to conclude this contract or accept the customer's binding offer if the customer is a company or a person acting in the exercise of their trade or profession.

4.1 Upon conclusion of the contract, the Provider grants the customer a non-exclusive, non-transferable, non-sublicensable right to use the software, limited in time to the term of the contract, within the license terms set out in the contract.

4.2 The license is limited to the number of authorized users agreed in the offer and to use for the customer's or the affiliated company's own business purposes.

4.3 The customer may not in any way copy or modify the software and may not alter, merge, edit, improve, adapt, decompile, disassemble, translate, otherwise create derivative works from the software or parts thereof, or redistribute, rent, otherwise sublicense, publicly perform by wire or wireless means, make publicly available, or make the software available to third parties for a fee or free of charge, unless this is permitted by law within the meaning of Sections 69d(2) or 69e of the German Copyright Act (UrhG) or expressly permitted in writing by the Provider. Transfer of licenses to affiliated companies under 2.6 is permitted.

4.4 The software may only be used in connection with an active Microsoft Azure ID or Microsoft Entra ID and in connection with Microsoft 365 products.

4.5 Additional functions may be booked at or after conclusion of the contract for the agreed number of authorized users. Use of additional functions requires a software license for the authorized user. Licenses for further authorized users may be booked after conclusion of the contract.

5.1 The Provider is the owner of all rights in and in connection with the software.

5.2 After conclusion of the contract, the Provider provides the customer with access to use the software via the Internet with the agreed functionalities and restrictions. After authentication with their Microsoft Azure ID or Entra ID, the customer receives a software component for download that they must install and integrate into the respective Microsoft product in order to use the software.

5.3 If the customer breaches applicable law or this contract, in particular if the customer is in default of payment of the contractually agreed fee or, pursuant to Clause 8, the actual use of the software differs from the contractually permitted use, the Provider may immediately block the customer's access to the software.

5.4 The Provider is entitled to engage subcontractors in the course of providing all services under this contract.

5.5 The Provider is entitled to name the customer, including company name and logo, for reference purposes on the Provider's website and in offline marketing materials such as flyers and product presentations.

5.6 Part of the service is a newsletter that informs about news and can be unsubscribed from at any time via a link in the email.

6.1 Upon conclusion of the contract and during the term of the contract, the customer must always provide the Provider with accurate information about their company and the use of the software and must inform the Provider if the information provided changes.

6.2 The customer is obliged to properly integrate the software and always to use the latest version made available on a system that meets the system requirements. Necessary adaptations to the customer's software and hardware are to be provided by the customer and are not the subject of this contract.

6.3 The customer is obliged to back up imported or generated content and data also outside the software.

6.4 When importing and generating content or data, the customer must observe any third-party rights.

6.5 The customer shall indemnify the Provider on first demand against all third-party claims asserted against the Provider on the grounds that an action taken by the customer and/or content or data provided by the customer infringes their rights.

6.6 If claims are asserted against the customer due to the actual or alleged infringement of third-party rights as a result of the contractual use of the software for which the Provider may be liable, the customer must inform the Provider without delay. The parties will coordinate the defense of such claims in close consultation, with the Provider taking the lead as far as possible and permissible. The customer shall support the Provider. If, despite a reminder, the Provider does not issue instructions regarding the appropriate defense within a reasonable period, the customer is entitled to deal with the claims asserted against them at their discretion without further consultation with the Provider.

6.7 Upon termination of the contract, the customer is obliged to destroy installation files of the software and all copies thereof and to remove the software from the system so completely that it can no longer be recovered.

The Provider provides support and availability in accordance with the Service Level Agreement (SLA) in Annex 1.

8.1 The Provider is entitled to verify, on the basis of the information available to it, whether the customer's use of the software is covered qualitatively and quantitatively by the scope of the contractual license granted.

8.2 In addition, the customer is obliged to provide the Provider, upon request, with all information or data that the Provider needs in order to make this assessment.

8.3 If there are doubts about the contractual conformity of the use of the software, the Provider or a third party engaged by the Provider and bound to confidentiality (e.g. attorney, auditor, sworn accountant) is entitled to inspect the hardware and software environment on site for accuracy and completeness of the information and for use of the software. This inspection takes place during normal business hours. The Provider will ensure that the customer's business operations are disturbed as little as possible by its on-site activities. If there is no concrete suspicion of intentional misconduct by the customer, the customer will be informed in advance.

8.4 The Provider undertakes to use the information and data obtained through an audit only to enforce claims under this contract or under industrial property rights.

8.5 The costs incurred by an audit will be reimbursed to the Provider if deviations of the actual use from the contractually permitted use are established.

9.1 This contract has the initial term agreed in the offer in each case and renews for a further term of the same duration unless the contract is terminated with three (3) months' notice to the end of the term.

9.2 If additional functions or access for further authorized users are booked after conclusion of the contract, their term begins on the day of confirmation by the Provider. The additional functions or access for further authorized users thereafter share the term of the software.

9.3 Additional functions or access for authorized users may be terminated at any time with the notice period pursuant to paragraph 1 of this clause. Termination of individual additional functions or individual access rights for authorized users leaves the term of the contract itself unaffected.

9.4 Any termination must be in writing to be effective. Text form (e.g. email) satisfies the written form requirement in this respect.

9.5 The right of both contracting parties to terminate the agreement for good cause remains unaffected by the foregoing provisions.

10.1 After termination of the contract, upon corresponding request, the Provider will transfer all exportable data to the customer, provided that such transfer does not endanger or disclose the Provider's intellectual property or trade secrets or endanger the security and integrity of the exportable data.

10.2 Where agreed between the parties, the Provider will comply with open interoperability specifications or harmonized interoperability standards applicable to the software in order to ensure compatibility with services of other providers, but will at least make the exportable data available to the customer in a structured, commonly used, and machine-readable format.

10.3 The Provider transmits the data using the following transfer methods and file formats: Transfer is effected by making the data available for download (e.g. via an FTP server and/or another interface). Data may be transferred in SQL or CSV format. Templates may be transferred in .dotm, .xltm, or .potm format.

10.4 The following categories of exportable data may be transmitted, including the internal links specific to the functioning: company/name of the customer, organizational unit e.g. location, user profiles assigned to the customer including custom metadata such as names, language, custom templates including content such as text modules/snippets, logo, footers, linking of specific languages to modules, linking of specific modules to templates, linking of specific languages to templates, linking of specific templates to organizational units

10.5 No categories of exportable data that are specific to the internal functioning of the Provider's software are excluded from transmission with regard to the risk of infringement of trade secrets.

10.6 The Provider will make the exportable data available for a maximum of 30 days after the end of the contract and will delete all of the customer's exportable data still in its possession and data relating to the customer, unless the Provider and the customer have mutually agreed a longer period or a switch pursuant to Clause 11 has not yet been successfully completed.

10.7 Data transmission and deletion pursuant to this clause are without additional charge. All further services in the context of termination assistance will be charged by the Provider on a time-and-materials basis.

11.1 Irrespective of the requirements of Clause 9, the contract ends in accordance with the provisions of this clause if the customer has requested a provider switch pursuant to the requirements of this clause. Provider switching includes both switching to the customer's own ICT infrastructure and switching to another provider.

11.2 To initiate the switching phase, the customer must notify the Provider in writing or in text form at least two (2) months before the start of the switching phase desired by the customer (hereinafter: switching request). The switching request must clearly express that a switch under the provisions of this clause is intended and should include the declaration that the customer wishes to carry out a provider switch, to which other provider the customer wishes to switch, whether they wish to switch to their own ICT infrastructure, or whether they request deletion of their data. This declaration may also be made after the start of the switching phase.

11.3 During the switching phase, the Provider will provide the following services to the customer and/or a third party authorized by the customer:

11.4 The switching phase is generally thirty (30) days. The switching phase ends upon expiry of this period or upon actual completion of the switch, whichever occurs earlier. If the customer requests deletion of their data, the switching phase ends immediately after it begins.

11.5 By way of derogation from Clause 9(1), the end of the switching phase is deemed to be the termination of the contract.

11.6 The Provider will notify the customer of the end of the contract.

11.7 If the Provider determines that the switching phase pursuant to Clause 11.4 is insufficient because the switch is not technically feasible within that period, it may inform the customer thereof within fourteen (14) business days of the switching request, stating the reasons, and extend the switching phase by a reasonable period of up to seven (7) months.

11.8 If the customer determines that the switching phase is insufficient, the customer may extend the period pursuant to Clause 11.4 once by a reasonable period.

11.9 If the contract is terminated under this Clause 11 before the end of the agreed term, the fees already accrued for that term remain unaffected. If the switching phase extends beyond the end of a term, a further term begins pursuant to Clause 9.1 unless the customer has terminated the contract pursuant to Clause 9.

11.10 Where applicable, the Provider will provide the customer with information about the software that makes switching very complicated or costly or impossible without significant interference with the data, digital assets, or service architecture.

12.1 The fee stated in the offer for the respective service is payable.

12.2 To the extent that the fee is a license fee payable for a term, it becomes due for payment in advance for the respective term.

12.3 For additional functions or subsequently booked access for further authorized users, the fee agreed in the offer or before booking is charged. The fee is calculated pro rata to the duration of the first term.

12.4 If the customer exceeds the scope of the agreed license within the meaning of Clause 8, they must pay the fee corresponding to the use for the period of the excess.

12.5 To the extent that the fee relates to a service charged on a time-and-materials basis, it becomes due upon performance and is invoiced after performance. An hourly rate of EUR 150 applies unless expressly otherwise agreed.

12.6 Unless otherwise agreed, all fees are payable within 14 days of the invoice date without any deduction.

12.7 The Provider is entitled to issue invoices electronically, e.g. by email.

12.8 All prices of the Provider are plus the applicable statutory VAT.

13.1 The parties agree to maintain secrecy regarding confidential information. Confidential information means all information and documents of the other party that are marked as confidential, constitute a trade secret within the meaning of the German Trade Secrets Act, or are to be regarded as confidential from the circumstances, and of which the parties have become aware in the course of the contractual cooperation, in particular information about finances, operational processes, sequences of events, business relationships, know-how, and internal affairs.

13.2 Exempt from this obligation is such confidential information

13.3 The parties will grant access to confidential information only to such advisors as are subject to professional secrecy or who have previously been subjected to obligations corresponding to the confidentiality obligations of this contract. Furthermore, the parties will disclose the confidential information only to those employees who need to know it for the performance of this contract and will oblige these employees to confidentiality also for the period after they leave, to the extent permissible under employment law. Otherwise, the confidential information will not be disclosed.

13.4 The parties are obliged to carefully store all documents, information, and data containing confidential information that they have received from the other party and to protect them against any inspection by unauthorized third parties, and to return them to the other party upon request at any time, at the latest upon termination of this contract.

14.1 When processing personal data in the context of this contract, the parties will observe the statutory provisions and process personal data only for the purpose of this contract or as otherwise permitted.

14.2 An integral part of the contract is the data processing agreement (DPA) contained in Annex 2.

14.3 The Provider also takes appropriate technical, organizational, and contractual measures to secure non-personal data, in particular to prevent international governmental access/transfers contrary to Union law or national law. These include encryption, access restrictions, monitoring of access attempts, training, internal policies, and contractual obligations for service providers.

15.1 Under this contract, the Provider is liable in principle only for damage (a) that the Provider or its legal representatives or vicarious agents have caused intentionally or by gross negligence and/or (b) that has arisen from injury to life, body, or health through a breach of duty by the Provider or through a breach of duty by its legal representatives or vicarious agents. The Provider is further liable (c) if the damage has arisen from the breach of an obligation of the Provider whose fulfillment makes the proper performance of this contract possible in the first place and on whose observance the customer regularly relies and may rely (cardinal obligation).

15.2 In the cases of paragraph 1 of this clause, letters (a) and (b), the Provider is liable as to amount within the scope of statutory liability. Otherwise, the claim for damages is limited to the damage typically foreseeable under the contract. The parties agree that damage of a maximum of EUR 100,000 per damaging event is typically foreseeable under the contract. If the customer faces a risk of damage that may exceed this amount, they are obliged to draw the Provider's attention to this without delay.

15.3 In cases other than those stated in paragraph 1, the Provider's liability is excluded regardless of the legal basis.

15.4 The liability provisions in the foregoing paragraphs also apply to personal liability of the Provider's corporate bodies, employees, and vicarious agents.

15.5 To the extent that liability under the German Product Liability Act, arising from the assumption of a guarantee, or due to fraudulent misrepresentation comes into consideration, it remains unaffected by the foregoing liability provisions.

16.1 The Provider does not accept conflicting, opposing, or supplementary general terms and conditions of the customer. This also applies if it does not expressly object to their inclusion.

16.2 All contracts between the Provider and the customer may be concluded in the German language. The contract texts are stored by the Provider. The contract texts are sent to the customer once upon conclusion of the contract or made available for download before conclusion of the contract.

16.3 German law applies to the exclusion of the provisions of private international law and of the UN Convention on Contracts for the International Sale of Goods.

16.4 For all disputes arising out of or in connection with this contract (including those concerning its validity), the courts in Munich have exclusive jurisdiction in the first instance.

16.5 Amendments and supplements to this contract as well as a waiver of a right under this contract require written or text form to be effective. This also applies to a waiver of the written or text form requirement.

16.6 Should a provision of this contract be wholly or partially invalid or unenforceable or later lose its validity or enforceability, or should a gap in the provisions become apparent, the validity of the remaining provisions shall not be affected thereby. The parties undertake to agree, in place of the invalid or unenforceable provision or to fill the gap, an appropriate provision that, to the extent legally permissible, comes closest to what the parties intended or would have intended according to the meaning and purpose of the contract if they had known of the invalidity or the gap. If the invalidity or unenforceability of a provision is based on a measure of performance or time (deadline or date) specified therein, the legally permissible measure closest to the provision shall be agreed. It is the express will of the parties that this paragraph does not result in a mere reversal of the burden of proof, but that Section 139 of the German Civil Code (BGB) is waived in its entirety.