General Terms and Conditions

of Alta Via Consulting GmbH for service and consultancy contracts

§ 1 SCOPE AND SUBJECT MATTER OF THE CONTRACT

1. These general terms and conditions shall apply to all contract relations in which Alta Via Consulting GmbH (hereinafter referred to as “Alta Via”) renders services for other companies, legal entities under public law or special funds under public law (hereinafter referred to as “Client”). Any deviating provisions in the Client’s General Terms and Conditions will therefore be expressly contradicted.
2. Scope and content of the services rendered by Alta Via is determined by the proposal on which these General Terms and Conditions are based and may comprise, including but not limited to:
- organization and business management consultancy;
- technical advice and assistance, either on-site or through any means of distant communication;
- changes and amendments to standard software and other software or related support;
- programming of necessary interfaces or related support;
- Client employee training according to the provisions of the individual contract as amended.

§ 2 CONTRACT INITIATION PROCESS AND CONTRACT CONCLUSION

1. Proposals submitted by Alta Via are subject to change unless otherwise agreed to in writing. In case of doubt, the proposal or order confirmation from Alta Via shall apply to the subject matter of the contract.
2. The conclusion of the contract and any subsequent changes to the contract must be in writing in order to be effective. The same shall apply to waiving the requirement for written form. No oral subsidiary agreements to this agreement have been entered upon.

§ 3 PROVISION OF SERVICES

1. The fulfillment of tasks shall be jointly planned based on the task. Upon conclusion of the contract, Alta Via is under the obligation to render each individual service required in order to provide the agreed upon services.
2. Alta Via is generally free to decide about the place of performance. Should the nature of the task require the presence at a certain location, Alta Via is under the obligation to provide their services there. Alta Via is generally free to choose their own working hours.
3. Alta Via reserves the right to choose which employees to assign and to replace them at any time. They may also assign contract employees and other companies for the fulfillment of the order.
4. Any delay in deliveries arising from grounds beyond Alta Via’s control which result in a reasonable extension of the delivery term shall grant the customer any claims for compensation.

§ 4 PARTICIPATION OF THE CLIENT

1. Client shall ensure an appropriate work environment for the proper rendering of the services that are subject of this contract - in particular Internet access when the services are rendered on the client’s premises or Alta Via shall be provided with a remote system access (remote) by the client.
2. To the extent necessary, client shall participate in the fulfillment of the order free of charge by making available employees, working areas, IT and telecommunication systems and data. Client shall grant Alta Via direct and remote software and IT systems access.
3. Client shall, either in writing or in written or electronic form, appoint a contact for Alta Via and an address and email address which ensures that the contact person may be reached. The contact must be in the position to take or immediately bring about relevant decisions for the client.
4. Prior to operational deployment, client shall thoroughly inspect the work results to determine that they are free from defects and usable in the defined situation. This shall equally apply to any services he will receive in connection with subsequent performance.
5. Client shall take all reasonable precautions for the event that the work results may contain any errors (e.g. through data back-up, fault diagnosis, regular inspection of the results). In the absence of an explicit written notice in an individual case, Alta Via’s employees may generally assume that all data they come in to contact with has been backed up.
6. Client additionally performs all acts of participation necessary and required for contract execution. Any supplementary provisions may be included in the individual agreement.

§ 5 REMUNERATION, PAYMENT, RESERVATION

1. Remuneration is subject to each relevant individual agreement
2. All prices are quoted before the statutory value-added tax, unless the sale was exempt from value-added tax. Alta Via is entitled to separately invoice partially performed work. Payments shall become due 14 days following the invoice date. If payment is deferred beyond the payment term, interest on late payment shall become due even in the absence of a reminder.
3. Settlement on time and material basis shall be carried out upon presentation of Alta Via’s usual activity reports and time sheets in form of a properly drawn up and legitimate invoice. Client is under the obligation to review the invoice and is entitled to object to the invoice within a two-week period; otherwise, the invoice shall be regarded as accepted.
4. Travel time, travel expenses and accommodation costs shall be invoiced upon actual expenditure depending on the Alta Via employee’s regular place of work, unless otherwise specified in the individual agreement. Travel time and expenses occur during the trip between the employee’s regular place of work and the respective operating site of the client or between various client operating sites.
5. Alta Via is entitled to request installment payment or advance payment of the entire amount.
6. Alta Via reserves the right for retention of title of the contracted items, including all related rights, until all claims arising from the contract have been settled in full.

§ 6 CHANGE REQUEST PROCEDURE

1. Both partners may submit written changes at any time during the course of a project, in particular with regard to the agreed services, methods and deadlines.
2. Should the client submit such a change request, Alta Via will communicate within 10 business days whether that change is possible, including the consequences for the contract, in particular given the timing and remuneration and shall inform the client accordingly by way of a written proposal. The client shall review the proposal within five business days upon receipt. If the client accepts the offer, the changes shall become an integral part of the contract. If the client declines to accept the offer, the contracting parties shall continue with the project without change. If reviewing such a change requests turns out to involve a significant effort, Alta Via is entitled to separately bill the effort caused by such review.
3. In the event of a change request on the side of Alta Via, the client shall communicate in written form within 10 days whether he agrees to such change.

§ 7 RIGHTS

1. In relation to the client, all rights to the work results shall be held exclusively by Alta Via, even to the extent that the work results have been developed according to instructions from the client or with the client’s assistance. Upon full payment, client shall acquire the non-exclusive, nontransferable right of use in the work results which may not be sub-licensed and which is limited to the time of use. Any use in excess thereof, in particular processing, modification or dissemination is subject to Alta Via’s written consent. The client may create necessary backup copies of the work results. Each backup copy must be marked as such and labeled with a copyright notice.
2. Applicable terms for software: Alta Via must consent to each form of decompiling, disassembly or any other form of inverted development of program formats, as well as all changes or extensions or other client or third-party interventions in the program on behalf of the customer, as well as its connection with or integration into other programs. Changing or removing copyright notices or technical copy protection is not permitted. Moreover, licensee is only entitled to copy, process, or decompile software if this is necessary to create software interoperability with other programs or to remove software bugs only if the information needed in this case has not been made accessible through the software manufacturer or licensor upon request of the licensee.
3. Alta Via shall remain the owner of all rights of all items, records and programs made available to the customer also
prior to the contract, including all related materials, insofar as the customer has not been expressly granted rights of use; these must not be duplicated and/or passed on to third parties.

§ 8 ACCEPTANCE OF WORK PERFORMANCE

1. With regard to all services that are subject to acceptance, Alta Via is entitled to request the client to issue a written confirmation of acceptance. This can be done by creating an acceptance protocol to be signed by both parties to the contract. Partial acceptance shall be admissible if the work can be performed in parts.
2. If the creation of a concept or Business Requirements Documents is included in the contract, in particular for characteristics, amendments or extensions to the standard software, Alta Via may require a separate acceptance for that concept.
3. The client must inspect the results of service within 15 business days and either confirm acceptance or communicate any detected defects including a detailed description and pointing out the error symptoms. Should he fail to react within this period or use the service without reproach, the service shall be deemed accepted. Minor defects shall not constitute a reason for declining acceptance. The productive use or the productive commissioning of (partial) services through the client shall be deemed in any case as acceptance of each utilized service.
4. Alta Via is to remove the defects subject to the complaint according to section 3 within a reasonable period of time in relation to the seriousness of the defect. Following the information that the defect has been removed, the client shall examine the service result within five working days. Apart from this, section 2 shall apply accordingly.

§ 9 MATERIAL DEFECTS, LEGAL DEFICIENCIES AND IMPAIRMENTS OF PERFORMANCE

1. Alta Via guarantees the work results to be free from material defects and legal deficiencies. Within the context of the implied warranty, Alta Via is particularly obligated to follow up on error message and to remove defects (rectification of defects). The client is entitled to choose substitute delivery over rectification of defects.
2. Warranty claims of any kind shall reach their statute of limitations no later than 12 months starting with the beginning of the statutory limitation period for claims regarding the concerned defect. The same shall apply to claims from cancellation and abatement of purchase price.
3. If Alta Via supports error tracking or removal through services without being under the obligation to do so, Alta Via may invoice the additional expenditure in line with section 5. This does in particular apply in cases where a reported defect of quality may not be proven or is not attributable to Alta Via. Subject to remuneration is in particular the additional expenditure needed for removing those defects that were caused Alta Via through a lack of the customer’s obligation to participate, improper use of the software or work results or failed to utilize the services recommended by NetSuite®.

§ 10 LIABILITY

1. Alta Via is liable without limitation in the event of - intent or gross negligence - injury to life, limb or health, - according to the provisions of the German Product Liability Act and - within the scope of a guarantee assumed by the supplier.
2. In the event of a slightly negligent violation of an obligation which is substantial for achieving the purpose of the contract (cardinal obligation), Alta Via’s liability shall be limited in its amount to the loss which, according to the nature of the type of the transaction involved, is foreseeable and typical.
3. Alta Via is not subject to further liability. No liability shall be assumed in particular for initial defects unless the prerequisites of para. 1 and 2 are fulfilled.
4. The foregoing liability limitation shall also include Alta Via’s employees, representatives and bodies.

§ 11 CONFIDENTIALITY and DATA PROTECTION

1. The parties to the contract undertake to treat all content of the contracts entered between them as confidential indefinitely, as well as any knowledge of such confidential information and trade secrets of the other contract partner or to only use it within the context of fulfilling orders.
2. Client may only make available subject matters of the contract to employees or other third parties if this is required for the execution of the right of use granted to him. In all other respects, he shall keep all subject matters of the contract confidential. He shall advise all persons he is granting access to the subject matters of the contract in writing of Alta Via’s copyright in the subject matters of the contract and their confidentiality obligation and commit such persons in writing to observe such confidentiality obligations.
3. Client ensures to have taken all necessary prerequisites (e.g. by obtaining declarations of consent) for allowing Alta Via to deliver agreed upon services also insofar without violating data protection regulations.
4. Alta Via observes the provisions of data protection law. To the extent where Alta Via is granted access to the client’s hardware and software (e.g. remote maintenance), this is not aimed at business-related processing or use of personal information by Alta Via. Rather, a transfer of personal data shall only take place as an exception as a
secondary consequence of the Alta Via’s contractual services. Alta Via shall treat such personal data in line with the Federal Data Protection Act (BDSG) and other pertinent safety regulations.
5. Alta Via may include client in their list of reference customers.

§ 12 FINAL PROVISIONS

1. The exclusive legal venue for all disputes arising of or within the context of this agreement shall be Mannheim, if the client is a commercial agent, a corporate body under public law or a separate fund under public law.
2. All contract shall be exclusively subject to the laws of the Federal Republic of Germany and to the exclusion of the Vienna Convention on Contracts for the International Sale of Goods (CISG).
3. Should individual terms of this Agreement be ineffective or lose their effectiveness due to later circumstances or should a loophole emerge in this Agreement, the legal effectiveness of the other provisions is not affected. The invalid or unfeasible provision or open loophole will be replaced by another appropriate provision, if legally possible, that comes closest to what the contracting parties would have desired if they would have considered the item.

Last amended in March 2014

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