§1 Subject matter of the contract
1.1. Subject of the contract is the regulation of the subscription for the Q.wiki and its applications (§2), the support services (§3) and response times (§4). For the execution of the contract and the contractual relationship between Modell Aachen GmbH and the customer in connection with the service provision the following general terms and conditions of contract apply. Deviating, conflicting or supplementary general terms and conditions shall not become part of the contract, unless their validity is expressly approved by Modell Aachen GmbH.
1.2. Conclusion of contract: Via the website of Modell Aachen GmbH or in coordination with the sales department of Modell Aachen GmbH you can arrange an individual order. In this order, the contract data of your company, in particular the address, contact persons as well as the number of users must be indicated. Based on these data, Modell Aachen GmbH generates an offer and sends it to you for examination and binding order. The contract is concluded by a written confirmation on your part.
2.1. With the subscription the customer gets access to the repository (source code management) of the booked applications of Modell Aachen GmbH for the duration of the contract period. This is necessary for the initial installation as well as the installation of new program versions (upgrades, updates and patches) by Modell Aachen GmbH. The costs for the subscription agreed in the offer shall be determined by the number of employees of the customer (see https://www.modell-aachen.de/en/pricing/qwiki#enterprise) and shall be deemed to be fixed for the contract term.
2.2. The Q.wiki program data obtained by the customer during the term of the contract, including new program versions, are subject to the license terms of the respective software components. Type, scope and effectiveness of the granting of rights are not affected by this contract.
§3 Support services
3.1. Modell Aachen GmbH offers the following additional support services for the Q.wiki software to customers who have booked a subscription (§2)
- Support with the installation, configuration and maintenance of the Q.wiki software
- Support for troubleshooting in the customer's local usage environment;
- Answering general questions about using the Q.wiki software;
- Inclusion and input of error messages from the Q.wiki software into the development
Which Q.wiki versions are currently supported can be found on the website https://www.modell-aachen.de/en/qwiki/releases
3.2. The support hours of Modell Aachen GmbH are Monday to Friday from 9:00 am to 5:00 pm. Excluded are national holidays and public holidays in NRW.
3.3. The support and maintenance services are charged as services according to the actual time spent. The customer can purchase service budgets defined in advance. If no service budget has been booked or the booked service budgets have been used up, Modell Aachen GmbH bills the services at the general rate of 2,50€/minute or 3,00€/minute in Switzerland. The booking of a new service budget requires the text form and has to be done before using the services which are to be charged with this budget.
§4 Response times
4.1. For support requests from customers, the response times agreed in the offer apply, within which work on the customer's problem is started. If no response times have been agreed, support requests will be processed according to general availability. Recovery times are not agreed.
The following definitions of terms apply:
- Major-Issue: Malfunction of a main function, especially with impairment of the editing functions of the system (e.g.: the full text editor can no longer be used).
- Critical-Issue: Malfunction of the entire system, which makes reading access impossible (e.g. system is not accessible; users can no longer read the system).
4.2 Inquiries, which do not concern Critical-Issues or Major-Issues, will be processed within the general availability of Modell Aachen GmbH.
Maintenance dates can be arranged by the customer with the service department for better planning reliability. The maintenance services are invoiced like support services according to §3 (support services) according to the time and effort involved.
§6 Remuneration, travel expenses and accounting
6.1. The costs for the subscription, support services and response times are due at the beginning of each contract year with a payment term of 14 days. The costs for a selected service budget are due upon booking. The billing at the minute rate takes place at the end of each month.
6.2 Support services provided are reported monthly by Modell Aachen GmbH in the form of performance reports to the technical Q.wiki manager on the customer side. The performance report also informs about the current residual value of the service budget, if it has been booked. Furthermore, the customer is not informed by Modell Aachen GmbH about possibly used budgets.
6.3. If a journey is desired by the customer, the travel costs will be invoiced separately according to the following flat rates: 40 ct/km calculated from the business location of Modell Aachen GmbH; 80 €/night (in large cities 120 €) or 150 €/night in Switzerland, if hotel booking and billing is not covered by the customer; half of the net travel time will be credited as working time.
6.4. All prices are understood to be exclusive of the applicable statutory value added tax, insofar as a sales tax liability exists.
§7 Communication channels
Support and service requests to Modell Aachen GmbH are possible via support [at] modell-aachen.de or via the support hotline +49 2419975 3160. Feedback and suggestions can be given free of charge at any time via feedback [at] modell-aachen.de.
§8 Customer obligation
8.1. It is incumbent on the customer to grant Modell Aachen GmbH the necessary access to the own Q.wiki software in order to carry out the support and maintenance services. In particular, he will grant Modell Aachen GmbH the necessary access data and if applicable also the physical access as well as the information and data necessary for the execution of the order in good time. Otherwise, additional costs may arise due to waiting times or renewed request.
8.2. The customer takes responsibility for monitoring and backup of the server.
8.3. The Q.wiki is only intended for operation within a company intranet and is to be protected against access by an undefined group of people. It is the responsibility of the customer to protect the Q.wiki by appropriate technical measures against uncontrolled access by persons outside the company intranet, for example by using appropriate firewalls or DMZ (Demilitarized Zone) systems. It is the customer's responsibility to keep these constantly up to date.
§9 Limitation of liability
9.1. The following regulations apply to all legal and contractual claims for damages and reimbursement of expenses of Modell Aachen GmbH:
9.1.1. In case of negligent breaches of duty, the liability of Modell Aachen GmbH is generally limited to the order value as it results for the current contract year as sum of all remuneration components.
9.1.2. In case of loss of data caused by Modell Aachen GmbH, Modell Aachen GmbH is only liable for that expenditure, which would have been necessary for the recovery of the data with proper and regular data backup by the customer.
9.1.3. Furthermore Modell Aachen GmbH is not liable for the neither intentional nor grossly negligent violation of non-essential contractual obligations. Essential contractual obligations are abstractly such obligations whose fulfillment makes the proper execution of a contract possible in the first place and on whose compliance the contracting parties may regularly trust.
9.2. The limitations of liability in clause 9.1 shall not apply to claims based on intent and gross negligence, in the event of injury to life, body or health, in the event of fraudulent intent, insofar as the Product Liability Act applies, and in the event of a guarantee promise, insofar as the latter is not otherwise regulated.
§10 Data protection, secrecy
In order to comply with legal requirements, in particular the EU data protection basic regulation, the parties conclude a separate agreement on order processing.
§11 Term of contract, termination
11.1. The contract has a term of 12 months and is automatically renewed for a further 12 months unless one party gives notice of termination to the other party three months before the end of the respective current contract term. Notice of termination or changes must be given to the respective party in writing. Unless otherwise agreed, the term of the Agreement shall commence at the beginning of the month following the month in which the order was placed.
11.2 Modell Aachen GmbH reserves the right to adapt these contract conditions as far as the customers are not unreasonably disadvantaged by such contract changes. Modell Aachen GmbH will announce every change at least two weeks in advance. If the customer does not agree with the changes, he can declare extraordinary termination within this period.
§12 Final provisions
12.1. The customer will inform Modell Aachen GmbH immediately if the number of employees of the company has changed so far that this leads to a different price classification (see https://www.modell-aachen.de/en/pricing/qwiki#enterprise).
12.2. Unless otherwise agreed, the period of limitation for claims for material defects and defects of title is generally 12 months. Deviating from this, the claims become time-barred in the regular period of limitation if Modell Aachen GmbH has maliciously concealed the defect. In this case, however, the period of limitation shall not end before the periods according to sentence 1.
12.3. The law of the Federal Republic of Germany shall apply, excluding the United Nations Convention on Contracts for the International Sale of Goods (CISG).
12.4. Unless otherwise regulated, contractual notifications and declarations require at least the text form.
12.5. Place of jurisdiction is Aachen.