Contents:

• Terms and Conditions of CSB-System SE for Provision of Software, Services, and Maintenance Services
• Terms and Conditions of CSB-System SE for Hardware Acquisition, Hardware Maintenance, and IT Infrastructure Support
• Terms and Conditions of CSB-System SE for Data Center Services (Cloud Services)

Subject Matter of these Terms and Conditions

These Terms and Conditions refer to any and all subject matters of the contract in relation to the software, services, and software maintenance provided to and performed for the customer, now and in future, by CSB-System SE (= CSB) or its affiliated companies under Section 15 of the German Stock Corporation Act. The number, exact designation, amount of the license fee for rented software and other expenses is exclusively based on the product sheets or the individual agreements. These Terms and Conditions apply to all business relationships between CSB and its customers and only to entrepreneurs within the meaning of Section 14 of BGB (German Civil Code), legal entities under public law, and special funds under public law. 

The application of terms of business and purchase of the customer, even in a complimentary manner, is excluded. The Terms and Conditions of CSB-System SE apply exclusively in their current form. With the purchase order, or at the latest upon provision of the software or upon acceptance of the services, these terms and conditions are deemed to be accepted. General terms and conditions of the customer only apply if CSB confirms them in text form (for example, letter, email, telefax). This consent requirement applies in all cases, including, for example, where CSB renders or accepts services without reservations in full knowledge of the customer’s general terms and conditions. 

Unless otherwise agreed, the Terms and Conditions of CSB in the version valid at the time of the order or, in any case, in the latest version of which the customer has been notified in text form, apply as a framework agreement also for similar future contracts and orders, even if the customer is not informed anew of their validity in connection with future orders. 

1. Offers

1.1 Offers by CSB are valid for a maximum of four weeks from the offer date unless otherwise agreed in the product sheet and expire automatically upon expiration of this period unless they are accepted by the customer in text form. 

1.2 Tender documents (product descriptions, first concepts, sample documents, etc.), also in electronic form, remain the property of CSB and may not be duplicated or forwarded to a third party without the consent of CSB, unless the customer has paid remuneration for the preparation of such documents

2. Conclusion of the Contract

2.1 A contract is concluded when both parties have signed the product sheet or the individual contract in text form. In the case of services, a contract can optionally be concluded by rendering a service, unless the parties have concluded a contract beforehand by signing product sheets. 

2.2 In contrast to the product descriptions in the contract documents, advertising presentations are non-committal statements only. Product descriptions and features are deemed to be agreed only if such agreement on the part of CSB has been made in text form with reference to that feature or property.

2.3 The scope of services owed is based on the product sheets confirmed and countersigned by CSB in connection with the related offer documents, as presented. CSB is under no general obligation to represent business processes of former software installed at the customer’s. Such obligation, as an exception, requires a supplementary agreement in text form. 

2.4 Changes of or additions to the hardware, software, and services requested by the customer or arising out of the project are processed in Change Management and invoiced additionally. 

2.5 CSB is entitled to subcontract orders entirely or in part. In particular, CSB is entitled to assign orders entirely or in part to a CSB System Partner. In this case, the CSB System Partner acts as the service provider vis-à-vis the customer. The CSB System Partner is, in that case, entitled to remuneration for this part of the performance.

3. Rented Software and Licenses

3.1 The CSB software provided to the customer remains the property of CSB. Standard software and enhanced standard software as well as software licenses are provided to the customer by way of rental subject to the following provisions in accordance with 3.1 to 3.10. The rent is payable in advance in the form of a one-time rental or monthly rentals by the 15th calendar day per direct debit. 

3.2 CSB provides the software on a rental basis in the version specified in the product sheet and with the current release at the time of delivery. 

3.3 The software is provided in German and/or in English. Pertinent documentation (help texts) is not provided in the official national language, but exclusively in German or English and exclusively in electronic form. 

3.4 In exchange for payment of the agreed remuneration, CSB grants the customer a non-exclusive, limited right to use the CSB software and the associated documentation as well as subsequent supplements in accordance with 3.5, which the customer may not transfer to third parties. The customer is not allowed to sublicense, rent, or otherwise transfer the software to third parties without CSB’s prior consent in text form. The customer has the right to use the provided programs exclusively on the servers in the customer’s company. “Use” encompasses the complete or partial saving of the programs and data files onto the designated data processing unit, the execution of the programs, and the processing of the data files only by means of the execution software provided by CSB at the customer’s. Using the CSB software on servers outside the customer’s company (for example, third-party data center, cloud solution) requires prior consent by CSB in text form. 

3.5 For tasks specified by the customer that cannot be covered by the standard software, CSB develops solutions that are feasible, appropriate, and reasonable according to the state of the art at the time of the conclusion of the contract (special software as extended standard software). Properties/functionalities of the extended standard software are deemed to be agreed only if the agreement has been made in text form. Individually created programs are demonstrated to the customer. The customer shall check them immediately and accept them in text form. If individually created programs are not confirmed notwithstanding a request, but are used nonetheless, they are deemed to be accepted six weeks after delivery, unless CSB is notified of significant program defects in text form beforehand and a confirmation is expressly declined with advice of such defects.

3.6 The customer shall model all essential workflows and business processes in Business Process Management and test them for their suitability.

3.7 The customer may use the software only for its own business activities by its own personnel. The customer uses the software with limitation to the total number of users specified on the product sheets. 

3.8 The customer is not entitled to modify, edit, decompile, or assemble the software, or to integrate it into other programs. Section 69e of UrhG (German Copyright Law) is not affected. This does not apply to modifications that are necessary for the correction of errors if CSB unjustifiably objects to the correction of the error or is not able to correct the error due to the opening of insolvency proceedings. The complete deletion of CSB software from one, several, or all data processing units of the customer upon termination of the contract is not considered as modification. 

3.9 In the event of an infringement of third-party property rights, CSB will indemnify the customer if the customer has immediately notified CSB of such claims in text form and CSB is entitled to all defensive measures and settlement negotiations. Moreover, CSB will give the customer the right to further use the software, or modify or replace the software in such a way that property rights are not infringed, or take back the software and reimburse the license fee paid to CSB minus an amount considering the useful life of the software. In this case, a useful life of five years is applied. The aforementioned obligations of CSB do not apply if the customer arbitrarily modifies licensed material supplied by CSB or uses it in a manner not described in CSB’s documentation or does not use it with products supplied by CSB. 

3.10 In order to ensure compliance with the contractual license provisions, CSB is entitled, to the extent necessary and reasonable and considering the customer’s operational interests, to inspect the use of the software provided. 

3.11 CSB grants the customer the non-exclusive and non-transferable right to duplicate the protected contents for purposes of this agreement on the server, on another server used for mirroring, and on a sufficient number of backup copies. This right is limited to the term of the contract and to the location of the respective server (for backup copies: their storage location). 

3.12 The use of the CSB-System and, as a result, ensuring proper operation is based on the availability and validity of licenses within the system. 

4. Term and Termination of the Software Rental Contract

4.1 Unless otherwise agreed, the rental and license agreement of the provided software begins with the provision of the CSB software at the CSB Data Center or the installation on the customer’s server. The right to use the software is limited to five years unless other individual terms were agreed. If a one-time rental payment is agreed, the rental period corresponds to the period for which the rental has been paid in advance. With monthly payment beyond the agreed minimum rental period, the rental and license agreement ends on the effective date of the termination, which must be made in due time and in text form with a notice period of six months to the end of the year. If, in the case of monthly payment, notice of termination is given before the end of the minimum rental period, it shall not take effect until the end of the minimum rental period (five years). 

4.2 The license right for “optional modules” depends on the existence of the right to use the software modules from the “Basic ERP Package” and the “Extensible Standard Modules” package in accordance with the product sheet and is subject to the termination conditions applicable to these modules. After the end of the agreed minimum term, the parties are entitled to terminate a license agreement of optionally acquired modules plus the associated maintenance agreement with a notice period of six months to the end of the year if the life cycle of the module has ended due to replacement by a successor model or reaching its end of life, or if the module has been withdrawn from the market for other reasons. 

4.3 If a software maintenance agreement is concluded simultaneously with conclusion of the software license agreement in accordance with the relevant terms and conditions for maintenance by CSB, the right to use the software ends upon termination of the software maintenance agreement. 

4.4 The right to terminate the software rental for cause is not affected

4.5 If the customer is in default with payments, CSB is entitled to interest on arrears in the amount determined in accordance with Section 288 of BGB (German Civil Code). CSB may terminate the software rental for cause without notice if the customer is in default with payment of the rental fee as specified in the product sheet for three months and CSB has unsuccessfully warned the customer with reference to the pending termination and license lapse. Any additional or resulting claims for damages on the part of CSB remain unaffected

5. Installation Preparation, Installation, Maintenance and Connection of Third-Party Devices

5.1 The customer is responsible for appropriate and professional installation preparation including necessary power supply, which the customer will perform at the customer’s own expense in good time, without previous request from CSB. The customer’s obligations to cooperate are real obligations, cf. 6.

5.2 The installation of the software is performed by CSB at the customer’s expense. The costs for the installation work and the necessary installation material are invoiced in accordance with the Price Overview for Services, Deliveries and Performances of CSB and the corresponding product sheet. 

5.3 CSB is not liable for the technical and/or legal possibility to connect third-party devices to the hardware or software provided by CSB. 

5.4 In the event that hardware or software supplied by CSB is combined with such software that does not originate from CSB or the use of which has not been approved by CSB, CSB does not guarantee the ability of such third-party software to run on the hardware supplied by CSB or its compatibility with the software supplied by CSB. 

5.5 CSB is not liable for compliance with industry standards, DIN standards and other non-statutory regulations in the deployment and use of the CSB software, unless compliance is expressly agreed. 

5.6 The customer shall ensure that the primary database required by the CSB-System is not modified and/or impaired by access not authorized by CSB. Access to this primary database, for example, via scripts, is prohibited if and to the extent that CSB has not given its prior consent. Such declaration of consent by CSB requires text form in order to be effective (Section 126b of BGB (German Civil Code)). However, if the customer wishes to make such accesses, this is possible at a fee via the CSB Data Warehouse. 

5.7 The CSB software corresponds to the state of the art in Germany with the limitations set out in 5.3 to 5.5. As a rule, CSB seeks to implement the requirements of foreign jurisdictions as quickly as possible.

5.8 Access to the CSB-System is only permitted to the customer’s employees or to service provider personnel that is commissioned by the customer and certified by CSB and within the scope of the contractually agreed license rights. Access by external service providers that are commissioned by the customer but not certified by CSB is not permitted. In any case, access to the CSB-System is at the customer’s own risk. In cases where the CSB-System is accessed without any license right granted by CSB, the customer is liable to compensation vis-à-vis CSB.

6. Customer's Obligations to Cooperate

6.1 The customer’s obligations to cooperate are real obligations. In the event of non-compliance on the part of the customer, agreed deadlines are automatically postponed by at least the length of time of the delay. This also applies, in particular, if the customer subsequently places requirements on the project organization or the programming by CSB (for example, changes) that have not been agreed in text form. Any additional expenses incurred due to such delay are charged to the customer. 

6.2 The customer shall keep the access data secret from unauthorized third parties. In particular, the username and the password must be stored in such a way that access to this data by unauthorized third parties is impossible. The customer shall inform CSB immediately as soon as the customer becomes aware that unauthorized third parties have knowledge of access data. 

6.3 The customer shall observe any warnings issued by the CSB-System. In particular, as part of the customer’s duty of care, the customer shall immediately respond to warnings regarding expiring licenses and shall directly contact CSB to obtain a new license to use the CSB-System.

6.4 The customer will support CSB to a reasonable and necessary extent in the performance of the services at the customer’s own expense and instruct the customer’s employees to cooperate with CSB. 

6.5 On request of CSB, the customer will, in particular,

• designate, in text form, a responsible project manager and a representative for the term of the agreement who have all decision-making powers and authorities necessary for the purposes of implementing this agreement; 
• ensure that the responsible project manager and the representative have sufficient knowledge in the use of the implemented programs and, in case of doubt, provide proof. Defect reports shall be made only by the responsible project manager or, in the project manager’s absence, by the project manager’s representative; 
• immediately notify CSB of any malfunctions in the use of the software via the hotline service; 
• immediately notify CSB of any defects identified in the software via the hotline service; 
• for the reporting of defects, closely observe the symptoms, the program as well as the system and hardware environment, and provide the documentation thereof to CSB, stating all information relevant to remedial action (for instance, the number of users affected, a description of the system and hardware environment as well as any third-party software simultaneously loaded and documents) in text form; 
• grant the employees of CSB access to the customer’s computers onto which the program to be maintained has been saved and/or uploaded in order to perform the contractual services; 
• immediately test and upload the programs and/or program parts (patches, bugfixes, etc.) provided by CSB in accordance with the instructions of CSB, and comply with the proposals and instructions communicated by CSB as to elimination of defects; 
• have ready a backup of all data, in machine-readable form, that are used or obtained in connection with the implemented programs, to enable restoring of lost data with justifiable effort;
• provide CSB at the customer’s own expense (including connection costs) with remote access (VPN connection or Remote Desktop Sharing). In this regard, CSB will take reasonable actions according to the state of the art to prevent the CSB-System from being infected by a virus or otherwise impaired by systems of the customer. 

6.6 The customer shall establish and keep ready a test environment to be able to test the operability of the software or updates or upgrades in the specific application environment or in real operations before the installation of the software or the installation of software updates or upgrades in real operations. If and to the extent that the customer installs the software or updates or upgrades, the customer shall test in such test environment the operability of the software or updates or upgrades in the customer’s specific application environment and immediately notify CSB of any defects detected before the customer starts using the software or updates or upgrades in real operations. 

7. Prices and Payment Terms

7.1 All prices contained in the offer or agreement shall be plus the value-added tax applicable at the time of delivery/performance.

7.2 If accessories and operating material are shipped, prices apply ex dispatch center, plus postage, packaging, insurance fees and applicable value-added tax. If delivery and installation is delayed by more than four months beyond the installation deadline specified on the product sheet for reasons the customer alone is responsible for, CSB is entitled to charge the customer the costs incurred in accordance with the list prices applicable at the time of installation. 

7.3 Invoices are payable within fourteen days from the date of invoice.

7.4 If installment payment is agreed with the customer in the software license agreement, CSB is entitled to charge appropriate interest on the installment payment with a minimum rate of 5 percentage points above the base interest rate. 

8. Terms of Delivery, Delay, Impossibility

8.1 Delivery dates or periods are deemed to be agreed only if CSB has confirmed them in text form. These terms commence with the respective product sheet or individual agreement last signed by CSB and shall be renegotiated in the event of later amendments of the contract. Compliance with terms and dates on the part of CSB always presupposes that the customer timely and entirely fulfills the customer’s contractual obligations, particularly with regard to the customer’s obligations to cooperate. Agreed periods and dates are automatically postponed at least by the length of time of this delay. This also applies, in particular, if the customer subsequently places requirements on the project organization or the programming by CSB that were not agreed in text form. 

8.2 If CSB culpably exceeds the delivery dates or periods for the initial installation of the software by more than six weeks, the customer may request CSB in text form to deliver within a reasonable grace period. With this reminder, CSB is deemed to be in default. After the additional delivery term has expired without satisfaction, the customer is entitled to withdraw from the contract with reference to the deliveries and services with which CSB is in default. Partial deliveries/partial services with which CSB is not in default are not affected by the right of withdrawal. 

9. Warranty

9.1 CSB shall eliminate defects in CSB software within a reasonable period and free of charge for the customer. If the second improvement attempt fails, the customer may reduce the rental payment on a pro rata temporis basis for the affected program module until the reported defect has been remedied. The customer shall notify CSB immediately in text form of any defects upon first occurrence.at contractual use has not been granted. The customer shall be obliged to inform CSB immediately in writing about any defects upon first occurrence.

9.2 The customer will participate in the limitation and removal of defects. The customer shall provide CSB with verifiable documentation concerning the type and the occurrence of deviations from the product specification or the product sheets countersigned by CSB in connection with the related and presented tender documents and comprehensively describe the defect in text form. CSB will try to eliminate considerable deviations within a reasonable period of time or bypass them in such a way that the customer can use the program according to contract and will take care that in the case of bypassing, the purpose of the program can be achieved. 

9.3 If the defect of the software cannot be ascertained on inspection by CSB, the customer shall pay the costs of the inspection, in particular in the event of incorrect use or other interference beyond the scope of CSB’s liability. 

9.4 No warranty applies to defects resulting from erroneous or neglectful treatment, excessive strain, unsuitable operating resources, connection of peripherals not agreed with CSB, or the implementation of changes, in particular by third parties not authorized by CSB. 

10. Liability

10.1 The liability of CSB is excluded unless otherwise specified in the following provisions. 

10.2 Within the framework of legal provisions, CSB is absolutely liable for damage
a) to life, body and health based on the willful or negligent breach of duty or other willful or negligent behavior of CSB or one of its legal representatives or agents;
b) caused by the non-availability or elimination of an agreed-upon feature; 
c) caused by willful or gross negligent breach of duty or willful or gross negligent behavior of CSB or one of its legal representatives or agents.

10.3 In so far that there is not a situation as set out in 10.2, the following shall be applicable:
a) CSB is liable, by limitation to the compensation of foreseeable contractual damage, for damage caused by CSB or one of its legal representatives or agents due to the negligent violation of material obligations. Material obligations are those the observance of which enables the proper implementation of the contract and on the compliance of which the customer may rely. 
b) In the event of slightly negligent behavior, CSB is not liable
c) Strict liability of CSB for software defects already existing when the contract is concluded are excluded pursuant to Section 536 a I, Alt. 1 of BGB (German Civil Code). 

10.4 Liability pursuant to the product liability law is not affected by the disclaimers and limitations of liability. 

11. Force majeure

11.1 In cases of force majeure, such as labor dispute, riot, blockade, boycott, fire, civil war, cyberattacks, plagues (including epidemics and pandemics) where at least a “moderate” threat level has been set by Robert Koch Institute or exists according to the World Health Organization (WHO), embargo, taking of hostages, war, natural disasters and adverse weather conditions, reactor accidents, revolution, sabotage, strike, terrorism, official sanctions and interventions, delays in the delivery of essential components and raw materials or difficulties in energy supply, CSB is relieved from its obligations to perform for the length of time of the disruption and to the extent of its effects. This also applies if such events occur at a time when CSB is in default unless the default was caused by willful or gross negligent behavior of CSB.

11.2 In the event of force majeure, CSB shall inform the customer immediately and with reasonable effort, and adapt, in good faith, the obligations to the changed circumstances. .

11.3 If performance or partial performance is impossible due to force majeure, CSB is relieved from its obligation to perform. 

12. Acceptance Procedure

12.1 If CSB provides services under a contract for work and services, CSB notifies the customer of the readiness for acceptance of the project or subproject. The customer shall perform and document the acceptance tests within four weeks from the notification by CSB. If the customer fails to meet this requirement, the project or subproject is deemed to have been accepted after six weeks.

12.2 If errors or deficiencies are detected in the acceptance procedure, they are logged and subdivided into two categories: 

• Category A: errors preventing productive run

Errors of category A exclude acceptance in the first instance if these in a synopsis rule out productive work with the overall system. Once errors of category A have been remedied, acceptance must be confirmed within fourteen days.

• Category B: Category B: deficiencies not materially impairing productive run. 

Errors of category B do not impair acceptance. The customer shall immediately declare acceptance. These errors are remedied by CSB by means of appropriate process controls in the period following acceptance.

12.3 If the project or the single steps have been running in the production system for more than six weeks, the project or subproject is deemed to be accepted.

13. Scope, Term, and Termination of the Software Maintenance Agreement

13.1 Updates and Upgrades 

Update

Updates are program enhancements of the running release installed at the customer’s. Updates are provided to customers who have concluded a maintenance agreement. 

• Program enhancements considered necessary by CSB are supplied as update to the customer free of charge. 
• Program modifications required due to legal regulations (for example, increase in value-added tax, changes of income tax rates, health insurance contributions, pension contributions, etc.) are currently carried out by CSB and supplied to the customer free of charge, provided that the customer is using the current CSB software version. 
• The services necessary for the installation or instruction are provided by CSB in accordance with the provisions of the current Price Overview for Services, Deliveries and Performances.

Upgrade (New Version) 

An upgrade comprises basic, material software extensions, basic, material enhancements of software structures, porting to other file management systems, databases, software tools, compilers, etc. 

• Customers with a software maintenance agreement may purchase upgrades at a preferential price. 
• To customers with an extended software maintenance agreement (= Software Maintenance “Plus”), upgrades are provided without separate charge. 
• The services necessary for the installation or instruction are provided by CSB in accordance with the provisions of the current Price Overview for Services, Deliveries and Performances. 

13.2 CSB supports the CSB software it has implemented with the following individual actions in the framework of software maintenance agreements: 

• In the event of program losses at the customer site, the current program version of the respective customer is resupplied by CSB. 
• CSB operates a hotline with respect to the delivered CSB software in accordance with the provisions of 13.3.
• If maintenance of the software by CSB is necessary at the customer’s site, the required working time at the customer’s site is free of charge. Travel expenses, travel time, accommodation costs and per diem expenses are invoiced separately.

13.3 If a maintenance case occurs for the delivered CSB software which the customer is not able to eliminate unaided, the customer can request support from the CSB hotline to solve the problem. The customer shall supply CSB with all the information that CSB needs to evaluate whether the reported problem is a maintenance case. A maintenance case exists when corrective action is required in the CSB software. If the outcome of the evaluation indicates that the customer could have solved the problem that occurred without the support of the hotline (for example, by following work instructions, documentation, etc. provided previously) or that it was not a case of maintenance, CSB is entitled, after prior notice to the customer, to charge the customer for the expenses incurred in accordance with the currently valid Price Overview for Services, Deliveries and Performances. If and to the extent that CSB does not meet its performance obligation, the customer shall allow CSB, after prior warning, a reasonable period of time to remedy the malfunction. 

13.4 The maintenance agreement ends in any case when the rental agreement relationship for the use of the software is terminated. 

13.5 If the customer is in arrears with payment of the maintenance fee for three months, CSB may refuse the provision of the service for the duration of the arrears, or, if CSB has unsuccessfully notified the customer with reference to the pending termination and cancellation of the license right, terminate the maintenance agreement without notice.

13.6 Furthermore, CSB may terminate the maintenance agreement without notice if insolvency proceedings on the customer’s assets are initiated or opened. 

13.7 The right to terminate for cause is unaffected by the foregoing. 

14. Execution of Maintenance Work

The maintenance service is performed at the offices of CSB during normal working hours. If consultation is required for the single maintenance service, it is provided to the customer by telephone. Error messages shall be communicated to CSB by telephone or in text form during normal working hours (08:00 to 17:00). Outside the aforementioned core hours, software consulting by telephone is available (hotline emergency service). The customer authorizes CSB to dial into the customer’s EDP system for maintenance purposes. 

15. Maintenance Fee

15.1 The maintenance fee is the flat-rate remuneration for the services set out in 13.2, and it is based on the respective product sheet. CSB is entitled to increase the maintenance fee once a year by the percentage by which the German consumer price index increases, but at least 2%, calculated in relation to the total maintenance fee. If the increase of the monthly maintenance flat-rate exceeds 10% in one year, the customer has an extraordinary right of termination subject to a notice period of six weeks from the announcement of the adjustment. After this period, the provisions of this contract continue to apply with the adjusted maintenance fee. CSB will directly debit the maintenance fee on a monthly basis. Additional costs related to the maintenance service, such as data carriers and program carriers, are invoiced separately. The currently valid maintenance fee is listed in the Price Overview for Services, Deliveries, and Performances.

15.2 The services referred to in 13.2 are compensated by the flat-rate maintenance fee agreed in the product sheet or in the individual agreement. Travel expenses, travel time, accommodation costs and per diem expenses are invoiced separately. CSB reserves the right to supply the customer in a maintenance case with the latest program version should the customer not have the latest program version. In this case, it is the customer’s responsibility to provide for the technical system requirements as to the operability of the new version, at the customer’s own expense. 

16. Arbitrator's Award Agreement

16.1 Should differences arise between the contracting parties concerning the delivery or services owed by CSB or the degree of fulfillment of the deliveries and services owed, and the parties are unable to reach an amicable solution, it is mandatory to obtain an arbitrator’s opinion from a sworn qualified expert for EDP matters, insofar as even only one party requests this. 

16.2 Either party may initiate the arbitration proceedings by notifying the other party in text form of its request. The arbitrator shall be appointed by IHK Aachen, with binding effect for both parties, unless the parties agree on an arbitrator within five working days from receipt of the aforementioned notification.  

16.3The arbitrator shall grant both parties the right to be heard from the beginning and for the entire duration of the proceedings.

16.4 To the extent that there is a dispute between the parties, the arbitrator determines which deliveries or services are owed by CSB under the relevant contracts, and which of these deliveries or services have already been provided by CSB.  

16.5 The verification by the arbitrator is limited to the objections raised against the deliveries or services provided by CSB up to the time when the arbitration proceedings were initiated.

16.6 Should the arbitrator determine that CSB has not entirely fulfilled its contractual obligations and that these are due, the arbitrator will determine a reasonable period in which CSB has the opportunity to provide the deliveries or services that were determined by the arbitrator as unfulfilled. Upon CSB’s request, at the latest upon expiration of this period, the same arbitrator determines whether CSB has fulfilled its contractually owed deliveries or services, should this still be a matter of dispute between the parties. 

16.7 If, upon such verification, the arbitrator again determines that CSB has not yet entirely fulfilled its contractual obligations, the arbitrator will set a reasonable grace period during which CSB has the opportunity to provide the deliveries or services that were determined by the arbitrator as unfulfilled. 

16.8 Upon CSB’s request, at the latest upon expiration of the said period of grace, the same arbitrator determines whether CSB has fulfilled its contractual obligations concerning deliveries and services, should this still be a matter of dispute between the parties. Should the arbitrator again determine in this verification that CSB has not yet entirely fulfilled its contractual obligations, the customer is not required to set a further deadline in order to assert its rights under Sections 281, 323 of BGB (German Civil Code). 

16.9 In case of implementation of the arbitration award, claims for damages cannot be enforced prior to that time. 

16.10 The findings of the arbitrator are binding for both parties. The costs for the arbitration proceedings are borne by the parties in accordance with the principles of Sections 91, 92 of ZPO (German Civil Process Order). The arbitrator also makes a binding decision as to the payment of the involved costs. 

16.11 For the duration of the arbitration proceedings, beginning with the receipt of the request of one party by the other party to obtain an arbitration award from a sworn qualified expert on EDP matters and ending with the receipt of the arbitration award by the respective party, the mutual claims of the parties arising from the facts on which the arbitration award is based are suspended. 

17. Data Protection

CSB confirms and ensures to have acquainted itself with the special requirements in relation to data security and data protection within the framework of the business relationship and that those persons processing personal data (Article 5 of GDPR), in accordance with the second sentence of Article 28(3)(b) of GDPR, have committed to not processing the personal data that have become available in this context in an unauthorized manner. This applies to internal as well as to external business activities (for example, at customers and prospective customers). 

18. Other Agreements, Applicable Law, Place of Fulfillment and Jurisdiction

18.1 The contractual agreements of the parties are exclusively subject to the law of the Federal Republic of Germany, to the exclusion of the UN Sales Law. 

18.2 The place of performance is Geilenkirchen, Germany. The place of jurisdiction for all matters arising from the current and future business relationship of the parties, for whatever legal reason, is Düsseldorf, Germany. However, CSB reserves the right to institute judicial proceedings at the general place of jurisdiction of the customer. 

18.3  Furthermore, the provisions of the 

• Terms and Conditions of CSB-System SE for Hardware Acquisition, Hardware Maintenance, and IT Infrastructure Support
• Terms and Conditions of CSB-System SE for Data Center Services 
• Price Overview for Services, Deliveries, and Performances

apply in their respective current version. 

CSB-System SE
An Fürthenrode 9-15
52511 Geilenkirchen, Germany
Version of 05/2024

1. Subject Matter of these Terms and Conditions

1.1The following contractual terms apply to the purchase and the maintenance of hardware as well as the IT infrastructure support according to the detailed provisions of the underlying product sheet between CSB-System SE (= CSB) and its business customers. 

1.2 The application of terms of business and purchase of the customer is excluded. The current version of the Terms and Conditions of CSB exclusively applies. 

2. Conclusion of the Contract 

2.1 Offers from CSB are subject to change unless otherwise agreed in text form. 

2.2 Offer documents (product descriptions, sample documents, etc.) remain the property of CSB and may not be duplicated or forwarded to a third party without the consent of CSB, unless the customer has paid remuneration for the preparation of such documents.

2.3 A contract is concluded when the product sheet or the individual contract has been signed by the customer and accepted by CSB. 

2.4 The product description of the hardware components is merely a general performance specification. The customer is aware of the fact that hardware manufacturers constantly make technical modifications to their products. Furthermore, the customer agrees that CSB delivers the products in a technical state-of-the-art condition at the time of delivery. There is no right to the delivery of the specific hardware product. 

2.5 If single hardware components are no longer available after conclusion of the contract, CSB attempts to replace such components by ones of at least equivalent nature. If a replacement delivery at the same price or with an equivalent quality is not possible, CSB is entitled to declare its partial withdrawal with reference to the component that is no longer available. The customer’s obligation to accept the remaining overall contract remains unaffected by the partial withdrawal. 

3. Installation Preparation, Installation, Maintenance, and Connection of Third-Party Devices 

3.1 CSB informs the customer about the technical requirements for the installation. The customer is responsible for appropriate and professional installation preparation including necessary power supply as well as prior data backup, which the customer will perform at the customer’s own expense in good time, without previous instruction from CSB, prior to the delivery of the hardware. These are real obligations of the customer to cooperate. 

3.2 Hardware installations, if commissioned, are performed by CSB in accordance with the respective manufacturer’s specifications. The installation work and the necessary installation material is invoiced separately in accordance with the Price Overview for Services, Deliveries, and Performances by CSB. If the place of installation or assembly cannot be reached by regular means of transport, CSB is entitled to charge the customer for any additional expenses incurred in this context. 

3.3 CSB is not liable for technical and/or legal option for the connection of third-party equipment to hardware delivered by CSB. 

4. Prices and Payment Terms, Default of Acceptance 

4.1 All prices contained in the offer or contract shall be plus value-added tax applicable at the time of delivery.

4.2 If hardware is shipped, prices apply ex dispatch center, plus postage, packaging, insurance fees, and applicable value-added tax. 

4.3 All invoices are payable to CSB within fourteen days from the invoice date. This also applies in such an event that CSB is prepared to deliver but the delivery has been suspended due to a reason for which the customer is responsible. In this case, CSB is entitled to charge the customer for the storage costs incurred at 1% of the gross list price of the non-accepted hardware. 

4.4 If the customer applies for financing of the purchased object via a leasing company in connection with the order placed with CSB, the conclusion of the contract with CSB is not conditional upon the acceptance of the leasing application. The contract is definitely concluded, and the acceptance of the leasing application is at the sole risk of the customer. 

5. Passing of Risk

5.1 In case of a direct delivery by CSB, passing of the risk will take place upon delivery to the customer, also in the case of a partial delivery. 

5.2 If, on request, the delivery item is shipped to the customer, passing of risk will be at the moment of shipment, even when carriage-paid shipping has been agreed. 

6. Change of Construction and Form

Construction and form of the hardware are subject to change up to the time of delivery, as far as the function of the purchased item is not changed significantly and if such changes are deemed to be reasonable for the customer. 

7. Warranty

7.1 CSB shall provide the services free from any material defects and defects of title. For sales, the limitation period on claims for material defects and defects of title is 12 months after passing of risk. Within the scope of the customer’s obligation to give notice of defects, the customer shall notify CSB immediately after the delivery, in text form, of any defects, including the information that is available to the customer and that is necessary to identify these defects. 

7.2 At CSB’s option and expense, defects are rectified by improvement or replacement delivery. In the case of a replacement delivery, the customer shall return the defective item. If the defect cannot be rectified within a reasonable period of time, or if the improvement or the replacement delivery is deemed to have failed for other reasons, the customer may optionally demand reduction of the payment or withdraw from the contract. Improvement is only deemed to have failed if CSB has been allowed sufficient opportunity for improvement or replacement delivery without achieving the desired outcome, if the improvement or replacement delivery is rejected or unreasonably delayed by CSB, or if there are other reasons rendering rectification unreasonable. CSB is entitled to two attempts of subsequent rectification per individual defect to satisfy its warranty obligation. 

7.3 The presentation of CSB products for the purpose of advertisement or mere information does not include any product specifications with reference to the subject matter. The application of the regulations in Section 434 para. 1 clause 3 of BGB (German Civil Code) is excluded, unless CSB is liable for the defect in accordance with the provisions of Section 444 of BGB. The performance specification and properties are only deemed to be agreed or warranted if such agreement has been explicitly concluded in text form on the part of CSB with reference to that property or feature. 

7.4 The customer will participate in the limitation and removal of defects. The customer shall provide CSB with verifiable documentation concerning the type and the occurrence of defects or deviations from the product specification or the requirements in the function specification, and comprehensively describe the defect in text form. 

7.5 If a defect of the hardware cannot be ascertained on inspection by CSB, the customer shall pay the costs of the inspection, in particular in the event of improper use or other interference beyond the scope of CSB’s liability. 

7.6 No warranty applies to defects resulting from incorrect or neglectful treatment, excessive strain, unsuitable environment, unsuitable operating resources, connection of additional devices not approved by CSB, repairs or changes made by third parties not authorized by CSB, or relocation of the devices to an installation location not agreed with CSB. Furthermore, no warranty applies to any operating resources subject to natural wear and tear, and all consequences of chemical or electrical influences (in particular, overvoltage and undervoltage). 

7.7. In the event that hardware delivered by CSB is connected to any software not supplied by CSB, CSB assumes no liability whatsoever for the operability of such third-party software on the hardware delivered by CSB, or for the compatibility of such software with the software delivered by CSB. 

8. Retention of Title 

8.1 CSB retains title of the purchased object until the complete settlement of all claims arising from the supply contract. 

8.2 During the time of retention of title, the customer shall handle the purchased object with due care. In particular, the customer shall sufficiently insure high-value goods at replacement value against theft, fire and water damage, at the customer’s own expense. In the event that maintenance and inspection work needs to be performed, the customer shall perform such work in good time and at the customer’s own expense. Until title passes to the customer, the customer shall notify CSB immediately in text form in such event that the delivered object is subject to seizure or other interference by third parties. 

8.3 In the event of default of payment, CSB is entitled to claim issue of the purchased object, and the customer shall immediately return the object to CSB. All costs incurred by recall and processing of the purchased object shall be at the expense of the customer.

9. Hardware Maintenance and IT Infrastructure Support 

9.1 CSB performs the hardware maintenance or the IT infrastructure support at the customer’s according to the detailed provisions of the underlying product sheet. 

9.2 The maintenance services are provided as remote support by telephone, at the offices of CSB, during normal working hours (workdays, except Saturdays and public holidays, from 08:00 to 17:00). Outside the aforementioned core hours, an emergency service hotline is available.

9.3 As a general rule, CSB provides its services via remote access. The customer shall provide appropriate remote access according to the specifications of CSB. 

9.4 CSB is not obliged to provide services according to the provisions of the hardware maintenance agreement or the IT infrastructure support agreement if the incident has been caused by external influences for which CSB is not responsible, operating errors, or changes, attachments, or services not performed by CSB or performed by third parties without prior consent of CSB. If CSB performs services commissioned by the customer for which there is no obligation according to the provisions of the hardware maintenance agreement or the IT infrastructure support agreement, CSB charges the customer for these services at the prices and terms valid at that time. 

9.5 The term of hardware maintenance or IT infrastructure support begins from the month following the delivery of the software modules of the “Basic ERP Package” and is valid for an indefinite period. It may be terminated, in text form, with six months’ notice to the end of the year but not earlier than sixty months from the start of service provision. 

9.6 CSB may terminate the present agreement without notice if: 

• payment is overdue by more than three monthly fee rates under the maintenance agreement or the IT infrastructure support agreement, 
• maintenance or IT infrastructure support is substantially impaired by changes commissioned by the customer or by connection to other equipment not maintained by CSB. This does not apply to cases where such change or connection had been previously approved by CSB, 
• device-specific environmental conditions no longer comply with the provisions of the manufacturer or the requirements of CSB.

In the aforementioned cases, CSB is entitled to withhold services until such reasons for termination no longer apply.

9.7 Upon expiration of the regular fiscal depreciation period, but after five years at the latest, or if the device is no longer supported by the manufacturer, CSB is entitled to remove the affected hardware from the maintenance agreement or the IT infrastructure support agreement without notice and to deny corresponding services in this respect. 

9.8 The fees for hardware maintenance or IT infrastructure support are based on the rates specified in the current version of the Price Overview for Services, Deliveries, and Performances and the underlying product sheets. 

9.9 The fee for hardware maintenance or IT infrastructure support is the flat-rate remuneration for the services specified in the relevant product sheet. In the event of a change to the configuration covered by the aforementioned contracts, the monthly fees are adjusted accordingly from the month following such change. 

9.10 CSB is entitled to conclude maintenance sub-contracts in its own name and on its own account to sustain the agreed scope of services. 

10. Liability 

10.1 The liability of CSB is excluded unless otherwise specified in the following provisions. 

10.2 Within the framework of legal provisions, CSB is absolutely liable for damage

a) to life, body and health based on the willful or negligent breach of duty or other willful or negligent behavior of CSB or one of its legal representatives or agents; 
b) caused by the non-availability or elimination of an agreed-upon feature; 
c) caused by willful or gross negligent breach of duty or willful or gross negligent behavior of CSB or one of its legal representatives or agents. 

10.3 In so far that there is not a situation as set out in 10.2, the following shall be applicable:

a) CSB is liable, by limitation to the compensation of foreseeable contractual damage, for damage caused by CSB or one of its legal representatives or agents due to the negligent violation of material obligations. Material obligations are those the observance of which enables the proper implementation of the contract and on the compliance of which the customer may rely. 
b) In the event of slightly negligent behavior, CSB is not liable.

10.4 Liability pursuant to the product liability law is not affected by the disclaimers and limitations of liability. 

11. Force Majeure

11.1In cases of force majeure, such as labor dispute, riot, blockade, boycott, fire, civil war, cyberattacks, plagues (including epidemics and pandemics) where at least a “moderate” threat level has been set by Robert Koch Institute or exists according to the World Health Organization (WHO), embargo, taking of hostages, war, natural disasters and adverse weather conditions, reactor accidents, revolution, sabotage, strike, terrorism, official sanctions and intervention, delays in the delivery of essential components and raw materials or difficulties in energy supply, CSB is relieved from its obligations to perform for the length of time of the disruption and to the extent of its effects. This also applies if such events occur at a time when CSB is in default, unless the default was caused by willful or gross negligent behavior of CSB.

11.2 In the event of force majeure, CSB shall inform the customer immediately and with reasonable effort, and adapt, in good faith, the obligations to the changed circumstances. 

11.3 If performance or partial performance is impossible due to force majeure, CSB is relieved from its obligation to perform. 

12. Customer’s Obligations 

Before the customer hands over a hardware component, which was supplied by CSB and which is covered by maintenance or IT infrastructure support, to CSB for repair, the customer shall remove from it all programs, data, data media, as well as all additional equipment, modifications, and attachments not supplied by CSB, and create backups of the programs and data. Before the customer makes use of the services, the customer shall execute the error detection procedures recommended by CSB, in particular the diagnosis programs, and inform CSB of the results. 

The customer guarantees to CSB that it uses goods or services received from CSB exclusively in compliance with all applicable statutory provisions and, in particular, that it complies with all applicable statutory and/or official export regulations. 

13. Other Agreements, Applicable Law, Place of Fulfillment and Jurisdiction 

13.1 The contractual agreements of the parties are exclusively subject to the law of the Federal Republic of Germany, to the exclusion of the UN Sales Law. 

13.2 The place of performance is Geilenkirchen, Germany. The place of jurisdiction for all matters arising from the current and future business relationship of the parties, for whatever legal reason, is Düsseldorf, Germany. However, CSB reserves the right to institute judicial proceedings at the general place of jurisdiction of the customer. 

13.3 Furthermore, the provisions of the 

• Terms and Conditions of CSB-System SE for Provision of Software, Services, and Maintenance Services
• Terms and Conditions of CSB-System SE for Data Center Services 
• Price Overview for Services, Deliveries, and Performances

apply in their respective current version. 

CSB-System SE
An Fürthenrode 9-15
52511 Geilenkirchen, Germany
Version: 05/2024

Subject Matter of these Terms and Conditions

The following Terms and Conditions for the provision of Data Center services apply to all contractual relations between CSB and the respective customer in connection with the provision of Data Center services. 

The application of terms of business and purchase of the customer is excluded. The Terms and Conditions of CSB-System SE apply exclusively in their current form. 

1. Scope of Services

1.1 CSB enables the customer to use a server for a limited period for the operation of the software specified in the product sheets for central processing and storage of the customer’s data. At its German Data Center in Geilenkirchen, CSB will provide for the necessary organizational and technical infrastructure and provide the customer with functions according to the contractual performance descriptions and keep them fit for purpose and safe and secure. 

1.2 The Data Center services (cloud services) to be provided by CSB include, unless otherwise agreed, the provision of IT infrastructure (storage space, computing resources, or application software) as a service via the internet and/or a leased line. For this purpose, CSB-System SE operates an own Data Center at its central location in Geilenkirchen hosting, inter alia, customer-specific IT environments. Such services comprise regular data backup, database maintenance, encrypted access as well as emergency power supply. For additional services, in particular the storage of backup data for a defined period of time, a separate agreement is required. 

1.3 The provision of the services during the term of the user agreement is limited to the times when the system can effectively be used. The following provision times apply unless otherwise specified in the contract: 

Outside the aforementioned provision times, the system is generally usable, but maintenance work etc. may be performed. If and to the extent that the customer uses the CSB product outside the aforementioned provision times, there is no legal right to uninterrupted access. Malfunctions outside the aforementioned provision times do not affect any guaranteed availability times. 

1.4 CSB is entitled to engage subcontractors and agents for the provision of the Data Center services. 

1.5 CSB grants the customer the right to use the licensed programs exclusively in the IT infrastructure provided at the CSB Data Center via the internet or via leased line (remote data connection). “Use” includes the use of the programs and data files in the IT infrastructure provided, the execution of the programs, as well as the processing of the data files exclusively by means of the application software provided by way of rental at the CSB Data Center. 

1.6 The customer may use the software only for its own business activities by its own personnel. The customer uses the CSB applications limited to the total number of “Concurrent Users” specified on the product sheets. The customer uses the IT infrastructure limited to the physical “Named Users”. Avatars, pseudonyms, and anonyms etc. are not permitted. 

1.7 Technical data, specifications, performance descriptions and performance commitments contained in the contract documents are exclusively to be understood as descriptions of qualities and not as independent warranties. Independent warranty commitments in the legal sense only exist if they are expressly designated as a “warranty”. 

2. Access and Availability Times

2.1 The applications and services covered by the contract can be called in the CSB Data Center via remote data transmission during the contractual provision times. 

2.2 The annual average of overall availability of the CSB application covered by the contract within the contractual provision times is at least 95%. 

2.3 The following cases are expressly excluded from the guaranteed overall availability pursuant to 2.2: 

• CSB gives two working days’ notice of the interruption of the access to the CSB applications due to maintenance (cf. scheduled downtime). 
• In coordination with the customer, work needs to be performed on the system that is absolutely necessary and that cannot be delayed. 

2.4 In the event of a proven failure of access to CSB applications and services at the CSB Data Center, which is not a situation according to 2.3., and which continuously lasts more than twelve hours, the customer may assert a reduction of the monthly fee by 3% for every calendar day the applications are unavailable. The right of reduction does not apply if and to the extent that CSB is not responsible for the failure in the respective month. 

2.5 A defined recovery time is not guaranteed. 

3. Prices and Payment Terms

3.1 CSB-System SE provides the customer with ASP/Hosting Services. These include, for example (list is not exhaustive): 

• Use of the Data Center building infrastructure 
• Use of the Data Center IT infrastructure 
• ASP Basic Licensing (including, inter alia, administration, monitoring, and related services)
• ASP Database Maintenance 

3.2 The prices for the services mentioned above as well as possible additional services (for example, SLA) are determined individually and agreed separately with the customer. 

3.3 All prices mentioned are plus statutory value-added tax. 

3.4 The payment for the use of the CSB Software begins with the contractually agreed payment terms. The payment obligation for the services covered by the contract begins, at the latest, one month after provision of the IT infrastructure in accordance with 1.2. 

4. Installation Preparation, Installation, and Terms of Delivery 

4.1 CSB will notify the customer of the system requirements for accessing the customer’s IT environment at the CSB Data Center. The customer shall be obliged to fulfill these system requirements. If these requirements are not fulfilled on the customer side, there is no legal right to uninterrupted access. 

4.2 CSB will charge the costs for the installation in accordance with its current Price Overview for Services, Deliveries, and Performances. Additional services provided for the hardware located at the customer’s site will be charged by CSB in accordance with its current Price Overview for Services, Deliveries, and Performances. 

4.3 Delivery dates or terms for the provision of Data Center services are only deemed to be agreed if confirmed in text form by CSB. 

5. Granting of Access Authorizations

5.1 Access authorizations are exclusively granted by CSB in order to protect the customer’s data from unauthorized access. Access authorizations are defined in coordination with the customer.

5.2 CSB must be notified of the names of all users for whom access authorization is granted or revoked. Access data must not be made accessible to third parties by the customer and shall be protected by the customer against unauthorized access by third parties. Dial-in data via the internet and other connectivity options also shall be confidential. 

6. Data Security

6.1 CSB creates a backup of the customer’s data stored at the Data Center in regular intervals. In addition, CSB will take precautions against data loss in the case of system malfunctions. For this purpose, CSB will regularly create backups of the databases. Additionally, the backup data will be archived in three-month cycles. If other backup policies are requested, the customer may conclude a separate Service Level Agreement with CSB. 

6.2 All systems are monitored by means of up-to-date anti-malware software and checked for malicious software with an up-to-date malware scanner on a regular basis. The customer is responsible for the absence of malware in the data stored by the customer in the CSB infrastructure. 

7. Term and Termination of Contract

7.1 The user agreement on the Data Center services may be ordinarily terminated in text form by both parties with six months’ notice to the end of a calendar year, but not before the end of sixty months. If a software maintenance agreement is concluded at the same time when the user agreement is concluded in accordance with the Terms and Conditions of CSB, the user agreement on the Data Center services terminates upon expiration of the software maintenance agreement without separate notice of termination. 

7.2 The right to termination for cause is not affected. However, in the case of non-compliance with the contractual obligation, CSB must be allowed, after prior warning from the customer, an appropriate period of time to remedy the malfunction. 

7.3 Notwithstanding the aforementioned provision, CSB is entitled to terminate the agreement without notice if the customer has been in default with payment obligations for three months and CSB has warned the customer unsuccessfully by referring to the pending termination. 

8. Customer’s Obligations to Cooperate

8.1 The customer’s obligations to cooperate are real contractual obligations. 

8.2 The customer will provide, under the customer’s own responsibility, the services (for example, WAN/LAN), network components and other technical infrastructure required for the access to the Data Center up to the agreed transfer service point, the router port of the CSB Data Center, in accordance with the specifications of CSB. 

8.3 In the event of failures in the use of the Data Center services, the customer shall inform CSB immediately of such failures in accordance with 8.9. 

8.4 The customer will take care that the use and access authorizations allocated to its employees as well as identification and authentication security is protected against access by third parties and not disclosed to third parties. In particular, the username and password must be stored in such a manner that access to these data by third parties is prevented in order to preclude any misuse of the access by third parties. The customer shall inform CSB immediately as soon as the customer becomes aware that third parties have knowledge of access data. 

8.5 The customer assures that in the storage space covered by this contract, the customer will not save or upload contents the provision, publication, and use of which violates the law, for example, criminal law, copyright law, trademark and other labeling laws, or personal rights. If the customer does not comply with this obligation, the customer shall be obliged to refrain from further violation, to make good the damage CSB suffered and will suffer, and to indemnify and exempt CSB from claims for damages and reimbursement of expenses of third parties caused by the violation. The indemnity obligation also comprises the obligation to completely exempt CSB from legal defense costs (court costs, attorney fees, etc.). Other claims of CSB, in particular for blocking the contents and for extraordinary termination, are not affected. 

8.6 For each case of breach of the aforementioned obligation, the customer shall pay an appropriate contractual penalty, the amount of which shall be determined by CSB and that shall be subject to review by the competent court. The right to claim further damages is reserved. 

8.7 Compliance with terms and dates on the part of CSB always presupposes that the customer timely and entirely fulfills the customer’s contractual obligations and the customer’s obligations to cooperate. If this is not the case, agreed periods are automatically extended and agreed dates are automatically postponed at least by the length of time of the delay. This also applies, in particular, if the customer subsequently places requirements on the project organization, IT infrastructure, or the programming by CSB that were not agreed in text form at the time of contract conclusion. 

8.8 On request of CSB, the customer will, in particular:

• designate, in text form, a responsible project manager and a representative for the term of the agreement who have all decision-making powers and authorities necessary for the purposes of implementing this agreement; 
• ensure that the responsible project manager and the representative have sufficient knowledge in the use of the implemented programs and, in case of doubt, provide proof. Defect reports shall be made only by the responsible project manager or, in the project manager’s absence, by the project manager’s representative; 
• immediately inform CSB of any malfunctions in the use of the Data Center via the hotline service; 
• for the reporting of defects, closely observe the symptoms, the program as well as the system and hardware environment, and provide the documentation thereof to CSB, stating all information relevant to remedial action (for instance, the number of users affected, a description of the system and hardware environment as well as any third-party software simultaneously loaded and documents) in text form; 
• grant CSB’s employees access to the customer’s computers in order to perform the contractual services; 
• immediately test the programs and/or program parts (patches, bugfixes, etc.) provided by CSB for rectification of the defect, in accordance with the instructions of CSB, and complying with the proposals and instructions communicated by CSB as to elimination of defects. 

9. Liability

9.1 The liability of CSB is excluded unless otherwise specified in the following provisions. 

9.2 Within the framework of legal provisions, CSB is absolutely liable for damage

a) to life, body and health based on the willful or negligent breach of duty or other willful or negligent behavior of CSB or one of its legal representatives or agents; 
b) caused by the non-availability or elimination of an agreed-upon feature; 
c) caused by willful or gross negligent breach of duty or willful or gross negligent behavior of CSB or one of its legal representatives or agents. 

9.3 In so far that there is not a situation as set out in 9.2, the following shall be applicable:

a) CSB is liable, by limitation to the compensation of foreseeable contractual damage, for damage caused by CSB or one of its legal representatives or agents due to the negligent violation of material obligations. Material obligations are those the observance of which enables the proper implementation of the contract and on the compliance of which the customer may rely. 
b) In the event of slightly negligent behavior, CSB is not liable.
c) Strict liability of CSB for software defects already existing when the contract is concluded are excluded pursuant to Section 536 a I, Alt. 1 of BGB (German Civil Code). 

9.4 Liability pursuant to the product liability law is not affected by the disclaimers and limitations of liability. 

10. Force Majeure

10.1 In cases of force majeure, such as labor dispute, riot, blockade, boycott, fire, civil war, cyberattacks, epidemics and pandemics, embargo, taking of hostages, war, natural disasters and adverse weather conditions, reactor accidents, revolution, sabotage, strike, terrorism, official sanctions and intervention, delays in the delivery of essential components and raw materials or difficulties in energy supply, CSB is relieved from its obligations to perform for the length of time of the disruption and to the extent of its effects. This also applies if such events occur at a time when CSB is in default unless the default was caused by willful or gross negligent behavior of CSB. 

10.2 In the event of force majeure, CSB shall inform the customer immediately and with reasonable effort, and adapt, in good faith, the obligations to the changed circumstances. 

10.3 If performance is impossible due to force majeure, CSB is relieved from its obligation to perform. 

11. Data Protection 

11.1 CSB will process personal data only in accordance with the relevant legal provisions. CSB uses the data provided by the customer for the purpose of the services covered by this contract by way of commissioned processing in accordance with instructions. The customer will retain full control of the data to be processed by CSB on behalf of the customer. On demand of the customer, CSB will conclude a separate agreement with the customer on the implementation of commissioned processing. 

11.2 CSB will observe instructions of the customer pertaining to the compliance with the data protection rules. CSB will process the data obtained from the customer in the scope of the provision of services exclusively in accordance with the instructions of the customer. 

11.3 CSB will take and maintain the required technical and organizational measures to ensure security and confidentiality of the data. 

11.4 After termination of the user agreement, CSB will hand over the data processed on behalf of the customer in a customary format on electronic data carriers and/or transmit such data online. 

11.5 If CSB, for the provision of services, engages subcontractors to process the personal data of the customer, CSB will ensure through an appropriate agreement with the subcontractor that the subcontractor likewise complies with the data protection rules. 

12. Other Agreements, Applicable Law, Place of Fulfillment and Jurisdiction 

12.1 The contractual agreements of the parties are exclusively subject to the law of the Federal Republic of Germany, to the exclusion of the UN Sales Law. 

12.2 The place of performance is Geilenkirchen, Germany. The place of jurisdiction for all matters arising from the current and future business relationship of the parties, for whatever legal reason, is Düsseldorf, Germany. However, CSB reserves the right to institute judicial proceedings at the general place of jurisdiction of the customer. 

12.3 Furthermore, the provisions of the 

• Terms and Conditions of CSB-System SE for Provision of Software, Services, and Maintenance Services 
• Terms and Conditions of CSB-System SE for Hardware Acquisition, Hardware Maintenance, and IT Infrastructure Support
• Price Overview for Services, Deliveries, and Performances

apply in their respective current version. 

CSB-System SE
An Fürthenrode 9-15
52511 Geilenkirchen, Germany 
Version: 05/2024