VisLogic GmbH: General Terms and Conditions (as of August 01st, 2017)

1. General
2. Scope
3. General Services
4. Warranty and Compansation
5. Licenses, Usage Rights, Duration and Termination
6. Moral Rights and Copyrights
7. Non-Disclosure
8. Miscellaneous Regulations
9. Place of Jurisdiction

1. General

The VisLogic GmbH (hereafter also referred to as "VisLogic") is a manufacturer of software products that help manage client and server computers in Windows networks. Additionaly VisLogic offers software development and consulting service for IT businesses.

These general Terms and Conditions describe mechanisms and conditions you need to agree with in order to use our products and/or services. The Terms and Conditions apply to the use of all VisLogic products installed and/or its web based services, all licences leased and/or bought from VisLogic regarding software and other functions, technologies and functionalities we offer on our website or in other ways (hereafter altogether referred to as "VisLogic services"). Included part of these terms and conditions is our Privacy Policy which you also need to accept and agree with completely in order to use our services.

Only if you agree with these terms and conditions and with the privacy policy without limitation, you may use and install our software products and services.

2. Scope

2.1 Any varying, adverse or complementary Terms and Conditions of a customer will become part of the contract only if VisLogic explicitly agrees to their application in written form. This requirement of consent applies to any case, especially if VisLogic executes an implicit delivery or service to a customer with knowledge of the customer's Terms and Conditions. In case VisLogic has not given its consent in written form or in any otherwise technically regulated manner, the customer's Terms and Conditions do not apply, since VisLogic is provider of the service or product.

2.2 These Terms and Conditions regulate any business in between VisLogic and customers where VisLogic delivers services of any kind to the customer.

2.3 If you install VisLogic Products on a computers or on computers in your local network, you also need to completely agree and confirm the product related license agreement (EULA) that the installer program will present to you durint the installation process. In case you do not agree, you are not allowed to continue the setup procedure and may not be able to use the software.

3. General Services

3.1 Concerning software development or IT consulting, VisLogic can work on your behalf ("Work"). Depending on the size of the task, a detailed design specification has to be the base for a contract here. If a contract is established by an order of the service, invoicing will follow after the customer has inspected the work and has given an approval. The design specification will also serve as areference for both inspection and approval. VisLogic reserves the right to invoice down payments during larger projects as long as the invoced functionality may be inspected and approved by the customer as a single position of the order.

3.2 With all development projects the customer is granted the right of using the result of the work. The customer may use it in the way and manner set forth in the contract. Generally, all rights remain with VisLogic.

If the programming task is not related to existing VisLogic products or if it is part of an existing project owned by the customers, VisLogic works on behalf of the customer and transfers all rights to the customer at the end of the job if nothing else has been negotiated before.

3.3 Under no circumstances will the customer acquire any shares or rights of existing VisLogic products.

3.4 VisLogic warrants either that the source codes used for all of their programming services are free of third party rights or that corresponding rights of use have been secured contractually.

3.5 If services need to be rendered in the customer’s company, the customer will provide appropriate workspaces free of charge.

3.6 In case any additional work or execution time due to a subsequent modification of the task or due to late or inadequate delivery by the customer or any other circumstances caused by the customer, the customer compensates additional expenses and extra time in accordance to the contract. The same applies if the work result contains errors that have been result of misinformation or other failues caused by the customer.

3.7 In addition to the described services (software products and development etc.) VisLogic offers IT-Consulting services. Product related trainings and licence workshops take usually place in the customers' premises. They will be invoiced with fixed daily rates plus expanses. If the customer doesn't attend any appointments previously agreed upon, we reserve the right to invoice the costs incurred. If the customer cancels an appointment later than four weeks before, we may charge 25% of the fee. If he cancels two weeks before the appointment, we may charge 50%. If it is one week, we invoice 75%. Cancellation during the week before the appointment will not be accepted. In this case, we may invoice the full price. All costs like VisLogic's travel expenses that cannot be cancelled in such a case, will be invoiced to the customer despite his cancellation of the appointment.

4. Warranty and Compensation

4.1 Software development: Claims of warranty due to obvious defects expire if the customer does not indicate or contest them within the period of approval set forth in the contract.

4.2 VisLogic will ensure compensation by first amanding the functional problems. VisLogic has the right of two amendment attempts within appropriate periods; the same applies to deliveries, i.e. compensation deliveries. Only in the unlikely event of final failure of amendment or compensation delivery, the customer may claim legal warranties.

4.3 VisLogic does not warrant compensation or amantmend for failure caused by the customer by mistreatment, misuse or by exercising combinations which were not recommended by VisLogic.

4.4 Compensation claims resulting from a positive breach of contract, from fault in conclusion of a contract (culpa in contrahendo) against VisLogic as well as their agents and proxies are excluded, unless damage was not caused deliberately or grossly negligent. This does not apply to any case of breach of essential contractual obligations. This does neither apply to damage claims resulting from the assurance of functionalities or properties meant to protect the customer from risks of consequential harm caused by a defect.

4.5 Unless not otherwise regulated, further claims of the customer irrespective of the legal basis are excluded. VisLogic is not liable for any damages that have not occurred on the delivery item itself. In particular, VisLogic is not liable for lost profit or other financial loss as long as the cause of damage is not deliberate or grossly negligent.

4.6 In addition, VisLogic’s liability is understood as agreed to be limited to the contract value; at most, however, an amount of up to 5,000 Euros in the event of damage.

4.7 In the event of loss or damage of data storage devices and other documents, the compensation does not entail the effort of replacing lost data or other content.

4.8 Consulting services, trainings and workshops: VisLogic is liable for damages caused directly or indirectly by providing IT or product training or consulting services only, if and insofar as they were caused by VisLogic deliberately or grossly negligent. In the event of a legal dispute, the customer has to provide evidence.

4.9 Any possible claims of compensation against VisLogic expire after a period of 3 years. The period of limitation starts with the cognoscibility of damage, latest however with termination of the contractual work.

4.10 Using our software products: The regulation of warranty and liability is set forth in the corresponding licence agreement of the respective product. Further information will be given during installation procedure of our product. The installation can only be executed if you agree to these Terms and Condition in addition to the corresponding licence agreement.

5. Licences, Usage Rights, Durability and Notice of Termination

5.1 Types of licences: Usually our product licences depend on the number of assets or computer objects you have to manage. The larger a network, the more scan licences (SL) are required. For the Lan-Inspector (Enterprise Edition) additional access licences (AL) are available. These regulate how many administrator workstations can access the Lan-Inspector server. Usually, those licences are managed technically and are therefore controlled automatically. In case you have 100 scan licences, you may scan and manage 100 computer objects. If you have 5 access licences, you can equip 5 workstations with access to the Lan-Inspector server.

5.2 Purchase and rental models: There are product-depended rental licences as well as purchase licences available for VisLogic software. Depending on the product, different versions are provided. VisLogic products are available only in combination with an online account registration. Purchased licences require a permanent database entry on the servers. With rental licences, a period of usage limited to the duration is added to the customer's record.

5.3 Automated renewal of rental models: Depending on the duration agreed upon in the contract, the rental contracts are automatically renewed after 24 months unless the customer sends no notice of termination in due time.

5.4 Termination of a rental contract: if you want to terminate the contract, you need to send the termination statement before 3 months to the end of the duration (in written form via fax, letter or e-mail).

5.5 You need a VisLogic Online account in order to install full versions of our products on computers of your network. You create the account by yourself using our web server. Once you have the account, you can use it for the activation procedure during the local installation process. With that account you receive a registered serial number for the product. All future licenses you purchase or rent will be linked to your account and to that serial number.

You agree to the duty to secure the account data against unallowed access by third parties.

6. Moral Rights and Copyrights

6.1 VisLogic holds all rights to any and all components of its software products (software, documentation, reports etc.).

6.2 Particular rights and claims regarding use, copying, copyright and passing on in the broader sense can be granted upon formation of the contract as far as VisLogic agrees in written form.

6.3 The customer may use the work results rendered by VisLogic only for the designated purpose. The customer is granted a non-exclusive and simple usage right. VisLogic may demand to be named as originator. Work results may only be made available to third parties after VisLogic has given a written consent.

7. Non-Disclosure

7.1 Both contracting parties will use any documents, information and data obtained only to fulfil the in order to fulfil the contract which has been designated as confidential. Unless they have not become public knowledge or have been known to the other contracting partner verifiably beforehand or the contracting partner has given its consent to an announcement beforehand, the contracting partners will regard the named documents and information as confidential in respect to third parties not involved in the execution of the contract. These duties persist after the termination of the contract.

7.2 If a higher level of contractual confidentialty is necessary, both parties can additionally enable individual non-disclosure agreements.

8. Miscellaneous Regulations

8.1 Side agreements and modifications of the contract require the written form to be valid.

8.2 Any dispute regarding this contract shall be governed in all respects by the law of the Federal Republic of Germany.

8.3 In case a contractual regulation is in part or in whole void or will be so, the rest of the contract remains valid.

9. Place of Jurisdiction

The place of jurisdiction is Elmshorn.

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