§1 Subject matter of the contract
1.1 The subject matter of the contract is the regulation of the Q.wiki Enterprise Subscription (§2), the service (§3) and response times (§4). The following general terms and conditions apply to the execution of the contract and the contractual relationship between Modell Aachen GmbH and the customer in connection with the provision of services. Deviating, conflicting or supplementary general terms and conditions are not part of the contract, unless their validity is expressly agreed by Modell Aachen GmbH.
1.2 Conclusion of contract: You can compile an individual order via the website of Modell Aachen GmbH or in coordination with the sales department of Modell Aachen GmbH. In this, the contract data for your company, in particular the address, contact person and the number of users must be specified. Based on this information, Modell Aachen GmbH will generate an offer and send it to you for review and binding order. The contract is concluded by a written confirmation from you.
§2 Subscription
2.1 With the subscription, the customer receives 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 are determined by the number of employees of the customer.
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. The nature, scope and effectiveness of the granting of rights shall not be affected by this contract.
§3 Service
3.1 Modell Aachen GmbH offers Q.wiki Enterprise customers the following services:
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Support with the installation, configuration and maintenance of the Q.wiki software
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Support with troubleshooting in the customer's local usage environment;
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Answering general questions about the use of the Q.wiki software
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Recording and incorporating error messages from the Q.wiki software into the development process
Which Q.wiki versions are currently supported can be found on the website https://www.modell-aachen.de/de/qwiki/releases.
3.2 The service hours of Modell Aachen GmbH are Mondays to Fridays from 9:00 to 17:00. This excludes national holidays and public holidays in NRW.
3.3 Service requests to Modell Aachen GmbH must be submitted via the service portal integrated in Q.wiki. Alternatively, service requests can also be sent by email to service@modell-aachen.de. Feedback and suggestions can be provided free of charge at any time via feedback@modell-aachen.de.
3.4 The service of Modell Aachen GmbH is free of charge for Q.wiki customers.
§4 Response times
4.1 For service requests from customers, the response times agreed in the offer apply, within which work will begin on the customer's problem. If no response times have been agreed, service requests shall be processed according to general availability. Recovery times are not agreed.
The following definitions apply:
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Major-Issue: malfunction of a main function, in particular with impairment of the editing functions of the system (e.g.: the full text editor can no longer be used).
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Critical issue: Malfunction of the overall system that makes read access impossible (e.g. system is not accessible; users can no longer access the system for reading).
4.2 Requests that do not concern critical issues or major issues will be processed within the framework of the general availability of Modell Aachen GmbH.
§5 Maintenance appointments
Maintenance appointments can be agreed upon by the customer with the service department for better planning reliability.
§6 Billing
6.1 The costs for the subscription will be invoiced at the beginning of each contract year.
6.2 All prices are subject to the applicable statutory value added tax, insofar as VAT is payable. The payment term of Modell Aachen GmbH is 14 days.
§7 Cooperation of the Customer
7.1 It is the customer's responsibility to grant Modell Aachen GmbH the necessary access to its own Q.wiki software in order to carry out the support and maintenance services. In particular, he shall provide Modell Aachen GmbH with the necessary access data and, if necessary, physical access as well as the information and data necessary for the execution of the order in good time.
7.2 The customer assumes responsibility for monitoring and backing up the server.
7.3 The Q.wiki is only intended for operation within a company intranet and must be protected against access by an undefined group of persons. It is the customer's responsibility to take appropriate technical measures to protect the Q.wiki from 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 up to date at all times.
§8 Limitation of liability
8.1 The following regulations apply to all legal and contractual claims for damages and reimbursement of expenses of Modell Aachen GmbH:
8.1.1 In the event 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 the sum of all remuneration components.
8.1.2 In the event of loss of data caused by Modell Aachen GmbH, Modell Aachen GmbH is only liable for the effort that would have been necessary to restore the data if the customer had backed up the data properly and regularly.
8.1.3 Furthermore, Modell Aachen GmbH is not liable for the neither intentional nor grossly negligent breach of non-essential contractual obligations. Essential contractual obligations are abstractly such obligations, the fulfillment of which enables the proper execution of a contract in the first place and on whose compliance the contracting parties may regularly rely.
8.2 The limitations of liability in section 8.1 do not apply to claims for intent and gross negligence, injury to life, limb or health, fraudulent intent, insofar as the Product Liability Act applies and in the case of a guarantee promise, unless otherwise regulated with regard to the latter.
§9 Data protection, confidentiality
In order to fulfill legal requirements, in particular the EU General Data Protection Regulation, the parties shall conclude a separate agreement on commissioned processing.
§10 Term of Contract, Termination
10.1 The contract shall have a term of 12 months and shall be automatically extended by a further period of 12 months unless one party gives notice of termination to the other party three months before the end of the current contract term. The respective party must be notified in writing of any terminations or amendments. Unless otherwise agreed, the contract term shall commence at the beginning of the month following the month of commissioning.
10.2 Modell Aachen GmbH reserves the right to adapt these terms and conditions of contract, as far as the customers are not unreasonably disadvantaged by such changes to the contract. Modell Aachen GmbH shall announce any changes at least two weeks in advance. If the customer does not agree with the changes, he may declare extraordinary termination within this period.
§11 Final Provisions
11.1 The customer shall inform Modell Aachen GmbH without delay if the number of employees of the company has changed to such an extent that this results in a different price classification.
11.2 Unless otherwise agreed, the limitation period for claims based on material defects and defects of title shall generally be 12 months. Deviating from this, claims shall become time-barred within the regular limitation period if Modell Aachen GmbH has fraudulently concealed the defect. In this case, however, the limitation period shall not end before the periods according to sentence 1.
11.3 The law of the Federal Republic of Germany shall apply to the exclusion of the United Nations Convention on Contracts for the International Sale of Goods (CISG).
11.4 Unless otherwise provided, contractual notices and declarations shall be made at least in text form.
11.5 The place of jurisdiction shall be Aachen.