General Terms and Conditions

§ 1 Validity of the contractual conditions

(1) Novamag GmbH, Senefelder-Ring 14, 21465 Reinbek (hereinafter referred to as the "Provider") provides the user (hereinafter referred to as the "Customer") with software modules of its SaaS solution Novamag (the overall software hereinafter referred to as "the Software"; individual modules hereinafter referred to as "the Modules") for retrieval via the Internet in accordance with these contractual terms and conditions selected by the Customer as part of the order.

(2) The Provider expressly addresses its offer exclusively to merchants within the meaning of the German Commercial Code (HGB) and not to consumers. If customers are not merchants within the meaning of § 1 HGB, they will be treated in accordance with § 2 HGB or § 14 BGB. The provider expressly rejects the conclusion of contracts with consumers.

(3) For the provision of the modules by the Provider and for any pre-contractual obligations, the following shall apply in the following order: (a) any individual contractual agreements between the parties, (b) these General Terms and Conditions ("GTC") and (c) the relevant statutory provisions, unless otherwise agreed. Other contractual terms and conditions shall not become part of the contract, even if the Provider does not expressly object to them.

(4) Even if the Provider does not expressly refer to the validity of the GTC again after the first explicit reference to these GTC when concluding similar contracts in the future, the Provider's GTC shall apply exclusively in the version available at https://novamag.de/agb at the time of the Customer's declaration to conclude the respective contract, unless the parties agree otherwise in writing.

§ 2 Conclusion of contract

Offers made by the provider are subject to change and non-binding, unless the offer is designated as binding in writing. A legal commitment is only established by a contract signed by both parties or by a written order confirmation from the supplier, and also by the supplier starting to provide the service in accordance with the contract after the order has been placed. The Provider may request written confirmation of verbal contractual declarations by the Customer.

§ 3 Subject matter of the contract (Software as a Service)

(1) The subject matter of this contract is the temporary provision of the software modules selected by the customer within the scope of the respective order on a server provided by the provider or a cloud (Software as a Service).

Furthermore, the Provider shall grant the Customer the rights necessary for their contractual use for a limited period of time in accordance with § 5 and limited to the number of workstations selected by the Customer.

(2) The modules offer the customer the opportunity to enter the customer's data and content via a password-protected website, which is also stored and processed on the provider's or hosting provider's servers and integrated into the customer's website from there.

For the modules, the product description in the contract / offer in the version at the time of the conclusion of the contract in accordance with § 2 applies, from which the owed quality of the modules results conclusively. The customer is aware of the functional features and system requirements for the use of the modules specified therein as well as the access requirements for the modules, in particular a functioning Internet connection (not provided by the provider). The customer has checked the conformity of this specification with his wishes and requirements.

(3) The modules are selected by the customer. The prices of the modules are defined for each customer in a binding offer and handed over to the customer.

(4) The provider shall create an account for the customer. The customer receives an automated e-mail from the system. With the help of this e-mail, the customer creates his own password and then gains access to the Novamag backend. The provider creates all booked modules for the customer in advance so that they are available at login.

(5) Installation and configuration services, individual customization of the modules to the customer's requirements, as well as training and services that go beyond the provider's contractual obligation and the maintenance of the modules in a contractual condition are not part of the contract for the use of the modules, but can be agreed between the parties in a separate contract.

(6) The customer agrees that his invoice may be transmitted electronically (e.g. in the portal itself or via e-mail). This is valid without a signature.

§ 4 Hosting

(1) The Provider uses a server or a cloud to store the backend of the software. The provider grants the customer the right to access the selected modules and the backend via the Internet, insofar as this is necessary for the intended use of the modules.

(2) Hetzner Online GmbH and Amazon Web Services (AWS) are used as hosting providers. The servers are located in Germany and/or Finland.

(3) The provider is entitled to change the hosting provider, provided that this does not result in unreasonable disadvantages for the customer and, in particular, no higher costs than the contractually agreed remuneration.

(4) The customer is aware that unavailability of Novamag may occur during any change of hosting provider in accordance with the product description. These are part of the agreed quality for a maximum period of 1 week (once per calendar year) and do not affect the contractual conformity of the provision of the booked services.

(5) The provider shall inform the customer in writing of the intended change of hosting provider at least four weeks before the intended change date.

§ 5 Rights and obligations of the customer

(1) The customer receives the non-exclusive, non-transferable and non-sublicensable right to use the booked modules of the software, i.e. the right to load, display and run the booked services on the remote infrastructure provided by the provider, limited to the term of the rental agreement. The right of use is limited to the processing of the customer's own data for the customer's own purposes, i.e. to the use for the creation and display of customer content on the customer's own website via the software.

(2) The customer may not reproduce (with the exception of temporary reproductions, insofar as these are necessary for the intended SaaS use), edit, reverse engineer, decompile or disassemble the software, unless this is permitted by law in exceptional cases (in particular pursuant to Sections 69d, 69e UrhG). The customer has no claim to the surrender of the source code.

(3) The customer is not entitled to pass on the modules or parts thereof to a third party or to enable a third party to use or gain knowledge of them or to use the modules for a third party or to reproduce them publicly or make them accessible (the only exception is the retrieval of the customer content displayed via the software by users of the customer website).

(4) The customer is obliged to check the results provided by the modules for plausibility and accuracy. The Provider makes no assurances with regard to the accuracy of the results resulting from the use of the modules, insofar as the use goes beyond the contractually owed service and the scope of functions and services promised in the product description. In particular, the provider assumes no liability for an incorrect or deviating display of the results on third-party systems, unless compatibility with these third-party systems has been promised by the provider.

(5) If the customer culpably violates one of the above provisions (1) to (3), all rights of use granted under this contract shall immediately become ineffective and automatically revert to the provider after prior written warning, a request to remedy the breach of contract contained therein and the fruitless expiry of a reasonable deadline of at least 5 working days set by the provider for the customer.

(6) The parties are free to expressly agree in writing to deviating regulations regarding the rights of use granted.

(7) The customer is solely responsible for all content that the customer makes available or saves on the platform. The provider is not obliged, but is entitled, to check the customer's content for possible legal violations.

(8) The customer undertakes to comply with all applicable statutory provisions when using the software. In particular, he undertakes not to carry out any actions that infringe the rights of third parties (including their personal rights) when using the software.

(9) The customer undertakes not to provide any content that violates legal prohibitions, morality (in particular derogatory, racist, xenophobic, right-wing extremist or otherwise reprehensible content) or the rights of third parties (in particular personal rights, trademark rights, rights to a name and copyrights).

(10) The customer undertakes to comply with the imprint obligation (or the respective legal obligation in the country of use) and all other information and labeling obligations itself, insofar as the customer integrates the content displayed via the software into its own service (e.g. own website).

(11) If the customer violates the conditions stated in (8) and (9), the provider has the right to remove the respective data concerned upon becoming aware of this, unless the customer himself removes this contractual or illegal content within 24 hours after prior complaint by the provider.

(12)If the Provider is notified by authorities or bodies of the administration of justice of violations of prevailing laws or the rights of third parties, the Customer's data required in each case shall be forwarded to the competent authorities or bodies of the administration of justice after prior notification, insofar as the Provider is legally obliged to do so.

§ 6 Remuneration

(1) The total monthly or annual remuneration is calculated by adding the individual remunerations for the modules selected by the customer in accordance with the price list provided to the customer with the offer in the version at the time of the conclusion of the contract in accordance with § 2 or, in the case of the extension of the contract by further standard modules or workstations, at the time of ordering the extension.

(2) Billing shall be carried out by the Provider for each calendar month at the beginning of the month in advance or in accordance with a deviating provision in the relevant offer (e.g. in advance for one year or for the entire term of the contract). The customer chooses this independently before concluding the contract.

(3) The first invoice shall be issued immediately after the provision of the respective modules, but not before the end of any agreed free test phase.

§ 7 Control rights of the client

(1) The Provider shall constantly check whether the services rented by the Customer in accordance with the module are not exceeded. In particular, the check concerns the memory used for data on the hosting provider's servers or the attributed volume of data flow agreed in accordance with the module.

(2) The check does not have to be announced; it is carried out continuously by mechanisms provided in the provider's system.

(3) The check is administered by an employee of the provider, an external employee or an employee of the hosting provider. A log is made available to the customer if the agreed services are exceeded.

§ 8 Extensions

The customer can add further workstations and modules to the contract at any time (e.g. by express separate agreement with the provider or - insofar as the provider makes this available - via an automated digital process). The customer shall always be informed of the associated costs before booking an extension.

§ 9 Maintenance, updates, upgrades

(1) The Provider warrants the existence and maintenance of the contractually agreed quality of the modules during the term of the contract and that no rights of third parties conflict with the contractual use of the modules. The provider shall remedy any material defects and defects of title in the modules within a reasonable period of time. Insofar as the customer commissions premium support that is subject to separate remuneration, this shall be based on separately provided conditions.

(2) The customer is obliged to notify the provider of defects in the software immediately after their discovery. In the case of material defects, this shall be done by describing the time of occurrence of the defects and the more detailed circumstances.

(3) In order to maintain the quality owed, the Provider is obliged to adapt the modules during the term of the contract at its own expense in accordance with the following provisions:

(a) Updates: in order to maintain the quality owed, the provider shall be obliged to rectify errors in the modules and security gaps within a reasonable period of time and to provide the customer with the resulting new versions of the modules for use.

b) Troubleshooting: The Provider shall support the Customer by providing information on error avoidance, error elimination and error workarounds.

c) Information: The provider shall inform the customer in good time about planned new program versions and about program enhancements.

(4) The warranty shall only be provided in relation to the latest versions of the modules made available by the Provider and the updates, adaptations and bug fixes to be carried out by the Provider.

(5) Any short-term unavailability of the modules in connection with the maintenance measures described in paragraphs (1) to (4) are known to the customer and are part of the agreed quality.

(6) Further development / upgrades: The Provider shall further develop the software in terms of quality and modernity and/or adapt it to changed requirements, if necessary. However, there is no entitlement to this beyond the maintenance to be provided. Upgrades to existing modules booked by the customer can be used by the customer at no additional cost; if the provider creates new modules, the customer can book these at the remuneration rates specified in the then current price sheet in accordance with these contractual conditions.

§ 10 Protection of the modules

The customer is obliged to secure the modules used by him against access by unauthorized third parties by means of suitable technical and organizational measures.

§ 11 Duration of contract

(1) The contract begins upon receipt of the order confirmation by the customer, but not before the modules have been made available by the provider on the provider's servers or external hosting provider.

(2) The contract can be terminated by the customer with a notice period of three months to the end of the respective term, at the earliest at the end of the minimum term belonging to the respective module. Unless otherwise stated in the respective service description, this is 12 months. The term shall be automatically extended by a further 12 months in each case unless notice of termination is given at the end of the respective term.

(3) The right of the parties to extraordinary termination for good cause in accordance with the statutory provisions remains unaffected.

§ 12 Liability

(1) The Provider and the Customer shall be liable without limitation

a) for intent or gross negligence,

b) for injury to life, limb or health,

c) in accordance with the provisions of the Product Liability Act and

d) to the extent of any guarantee assumed.

(2) In the event of a slightly negligent breach of an obligation which is essential for achieving the purpose of the contract and on the observance of which the other party therefore regularly relies and may rely (so-called cardinal obligation), the liability of each party shall be limited in amount to the damage which is foreseeable and typical for the type of transaction in question. The provision in paragraph 1 remains unaffected.

(3) The parties shall have no further liability.

(4) The above limitation of liability also applies to the personal liability of employees, representatives and bodies of the provider and the customer.

§ 13 Confidentiality / Data protection

(1) The parties undertake to treat as confidential all items (e.g. software, documents, information) which they receive or become aware of from the other party before or during the execution of the contract and which are legally protected or contain business or trade secrets or are designated as confidential or are to be assessed as confidential under the overall circumstances, even beyond the end of the contract, unless they are publicly known without breach of the confidentiality obligation. The parties shall store and secure these items in such a way that access by third parties is excluded.

(2) The customer shall make all information in connection with the contractual relationship and in particular all copies of software or documentation accessible only to those employees and other third parties who require this for the contractual use of the modules by the customer. The customer shall impose a corresponding confidentiality obligation on all persons who receive confidential information under this agreement.

(3) The Provider shall process the Customer's data required for business transactions in compliance with data protection regulations. The provisions of the GDPR shall be complied with when processing personal data. Insofar as the Provider processes data originating from the Customer in the course of operating the software and such data is personal data, the Provider shall process such data for the Customer in accordance with instructions on the basis of the order processing agreement to be agreed separately between the parties.

(4) The Provider shall store any personal data of the users of the created medium only temporarily for technical reasons until these have been transmitted to the Customer.

(5) In accordance with Art. 13 GDPR, the customer is obliged to provide a data protection declaration on its own website that informs users comprehensively about the collection, transmission, processing and use of personal data. Insofar as the customer integrates the software into its own website in order to keep the content created via the software accessible, the customer must also provide information about the processing associated with the software. The Provider shall provide the Customer with the necessary information on the relevant processing operations. The Provider shall not be liable for the data protection design of the Customer's data protection declaration, but shall merely provide factual information on the data processing operations.

§ 14 Use of the customer reference for marketing purposes

Novamag may name the project as a reference on the website novamag.de, in our newsletter and on our social media channels and include the customer's company logo, provided the customer gives their consent. Reference texts will be agreed with the customer in advance. The customer may revoke this agreement in writing at any time.

§ 15 Miscellaneous

(1) The customer may only transfer rights and obligations arising from or in connection with this contract to third parties with the written consent of the provider.

(2) Offsetting against claims of the Provider shall be measured in accordance with the statutory provisions.

(3) Insofar as this contract is agreed in writing, amendments and additions to the contract must be made in writing. This also applies to the amendment or rescission of this clause.

(4) This contract shall be governed exclusively by German law to the exclusion of the UN Convention on Contracts for the International Sale of Goods. This also applies to non-contractual claims in connection with this contract.

(5) The parties are aware that the modules may be subject to export and import restrictions. In particular, authorization requirements may exist or the use of the modules or associated technologies may be subject to restrictions abroad. The customer shall comply with the applicable export and import control regulations of the Federal Republic of Germany, the European Union and the United States of America as well as all other relevant regulations. The Supplier's performance of the contract is subject to the proviso that there are no obstacles to performance due to national and international export and import regulations or other statutory provisions.

(6) The place of performance is Reinbek in Schleswig-Holstein.

(7) The exclusive place of jurisdiction for all disputes arising from or in connection with this contract is Reinbek in Schleswig-Holstein.

(8) Should individual provisions of this contract be invalid, this shall not affect the validity of the remaining provisions. In place of the invalid provision, the parties shall agree on a provision that comes closest to the legal and economic purpose of the contract. The same applies to unintended loopholes in this contract.

(9) All annexes mentioned in this contract are part of the contract.