Terms and Conditions

These terms and conditions apply to all services and deliveries of goods. The legal execution (delivery, billing, etc.) is carried out by Peers Solutions GmbH in its own name for the account of third parties (commission). Peers Solutions GmbH does not participate in dispute resolution proceedings before a consumer arbitration board. The German version of the document is authoritative; the English version is for information purposes only.

1. Order; Conclusion of Contract

1.1.As far as available, the ordered goods or services will be delivered or rendered without delay. We reserve the right to refrain from executing an order if the goods or services are no longer in stock, out of stock or available. In this case the customer will be informed about the unavailability. Delivery dates to the day must be agreed in writing. If the order is placed via the Internet, the expected delivery date is to be taken from the order offer.

1.2.The customer sometimes has the option of accessing content from third-party providers. For this purpose, he may be redirected to servers of these third-party providers. If additional costs are incurred for the content of the third-party providers (e.g. pay per document), the customer will be notified accordingly.

2. viewing period/test phase

2.1. If a viewing period/test phase is specified in the order offer, the customer shall have a viewing period/test phase depending on the offer when he first receives the content. The viewing period/test phase shall commence upon receipt of the goods or upon receipt of the access data. During the viewing period/test phase, the customer may extensively test the ordered products.

2.2. If a viewing period/test phase is specified in the order offer, this shall not affect the statutory right of revocation that also exists for consumers (see I. 5.).

3. customer account; access to online products/Peers platform

3.1. The registered customer can carry out all activities himself online via the online customer account.

3.2. The use of the online customer account and the online products/peers platform requires registration. The registration of a legal entity may only be made by a natural person authorized to represent the entity, who must be named. We may refuse to accept registrations if there is an objective reason for doing so, e.g. if incorrect information is provided or if there is reason to fear that the customer is unlikely to meet his payment obligations.

3.3. The customer’s access to the online customer account and/or to the online products/peers platform shall be password-protected via the Internet. The customer is obliged to keep his access data and password secret and to protect them from misuse by third parties. In this context, we point out that our employees are not authorized to request passwords by telephone or in writing. When choosing a password, the generally known rules should be observed (length, complexity of the password), changes to the password are only possible online within the customer account. The customer has to inform us immediately in case of loss of access data, password or in case of suspicion of misuse of these data. Furthermore, we are entitled to block access to the customer account or to the online products/peers platform in the event of misuse. The customer is liable for any misuse for which he is responsible.

4. terms of payment

4.1. We currently offer payment by invoice as a payment method.

4.2. Invoices shall be payable after the due date – as a rule upon dispatch – without deduction; in the case of first-time purchase after expiry of the viewing period/test phase (I. 2.). Invoices and reminders are generated automatically; they can be sent to the customer by letter, fax or e-mail.

4.3. Delivery shall be made at the respective valid gross final price (net price plus statutory value added tax). We expressly reserve the right to adjust the respective prices for the products in a reasonable manner. This right to adjust prices shall also apply in particular in the event of verifiable increases in production, shipping and labor costs.

4.4. The customer shall not be entitled to withhold payments unless he is entitled to a statutory right of retention under the same contractual relationship. Offsetting shall only be permissible insofar as the claim being offset is undisputed or has been legally established. Costs for unjustified return debit notes shall be borne by the customer.

4.5. All deliveries shall be made at the customer’s expense. The actual shipping costs are to be taken from the respective order offer.

5. remains empty

6. remains empty

7. cancellation

7.1. In the case of a contract for continuous delivery for an indefinite period, the contract may be terminated at any time at the end of the current six-month period, unless the contract contains a specially agreed notice period. Any supplies still received after the termination of the contract shall be returned. The current half-year and its end date can be identified on the Peers Online platform.

7.2. remains empty

7.3. If a minimum subscription/minimum usage period has been agreed, the contract term shall be automatically extended after expiry of the minimum subscription/minimum usage period by the respective period specified in the order offer, at the longest by one (1) year.

7.4. In the event of termination of a contract with an agreed notice period or minimum usage period, the Customer shall continue to be entitled to the contractually agreed services until the end of the remaining contractual term.

7.5. Any termination shall be made in text form (letter, fax, e-mail). Refusal to accept or non-use of deliveries and services shall not be deemed as termination. In the absence of timely notice of termination, the term of the contract shall be automatically extended.

8. retention of title

nrestricted ownership is reserved until complete fulfillment of all payment obligations. In the case of deliveries/services to resellers, the latter shall be entitled to resell the goods in the ordinary course of business. He is basically authorized to collect the claims. By way of security, the reseller shall assign all claims against his customers in the amount of the invoice value of the goods (extended reservation of title).

9. copyrights/rights of use

9.1. Mit Vertragsschluss wird dem Kunden das Recht eingeräumt, die Dienstleistungen und Warenlieferungen im Rahmen der gesetzlichen Bestimmungen zu nutzen.

9.2. For online products/peers platform and information/database products, the non-transferable and non-exclusive rights of use shall only be transferred for a limited period of time for the duration of the agreed term of the usage agreement. The right of use is limited to the use described below.

9.2.1.Software:

– he customer shall have the right to use the software to the extent stipulated in the contract (number of licenses purchased, duration of the right of use). The software may only be used by one person per license (named user). The duration of the right of use is determined by the respective offer.

– The customer is entitled to use the software for his own purposes; the free or paid use of the software on behalf of third parties and the transfer of resulting research or calculation results to third parties is not permitted, unless the results are handed over to the third party for exclusive personal use.

– The customer is not entitled to make copies of the software, unless the copies are made for data backup purposes and are also only used for this purpose. Furthermore, the customer may not reproduce the software components, supplied images, the manual, accompanying texts or the documentation belonging to the software by photocopying or microfilming, electronic backup or by other methods, nor may he distribute or lease the software and/or the associated documentation, grant sublicenses thereto to third parties or make them available to third parties in any other way. The customer is not authorized to pass on access codes and/or passwords for the product or for database accesses related to the product to third parties. The Customer is not authorized to change, modify, adapt or decompile the Software and/or the related documentation, in whole or in part, to the extent that this exceeds the limits of Sections 69d (3), 69e UrhG in each case.

9.2.2.Databases:

– The information/database and online products are protected by copyright as database works (Section 4 (2) UrhG) and as databases (Section 87a et seq. UrhG). The individual documents are also works protected by copyright (§ 2 UrhG); the software required to display and search the contents of the online products is subject to copyright protection under §§ 69a ff. UrhG. The customer is entitled to use the information/database and online products to the extent customary in business and necessary for his needs within the limits of § 87b UrhG. Insofar as the actual use unreasonably impairs our legitimate interests, we shall be entitled to restrict or prevent access to the database work/database. This shall apply in particular to the reproduction, distribution or public communication of essential components or the repeated and systematic reproduction, distribution or public communication and making available of non-essential components of the database work/database. All copyrights, rights of use and other industrial property rights to the information/database and online products not expressly listed below shall remain with us as the owner of all rights of use and industrial property rights.

– The customer acquires the right to access the information/database and online products from any computer that is suitable for these purposes. The duration of the right of use shall be determined by the agreement underlying the contractual relationship; it shall be communicated to the customer at the beginning of the contract and shall end at the latest upon expiry of the contractual relationship.

– The customer undertakes to use the information/database and online products only for his own purposes and not to provide third parties with separate access to the information/database and online products, either free of charge or against payment. The information/database and online products may only be used by one person per license (named user). In the event of a contract for a network version/multiple license, the Customer shall be entitled to use the information/database and online products by a number of persons corresponding to the number of licenses purchased (named user).

9.3. The use is only allowed on the hardware peers platforms supported by us and their operating system environment(s). The customer is prohibited from modifying copyright notices, marks/trademarks and/or proprietary notices on the products.

10. Warranty; Liability

10.1. The goods deliveries and services are regularly created, revised and updated with the expected care. In spite of all prudence and care, it must always be taken into account when using the goods deliveries and services that a changed legal situation or change by the jurisdiction makes a modification necessary. Complaints are to be reported immediately in text form (letter, fax, e-mail) to Peers Solutions GmbH, within one month after acceptance of the delivery.

10.2. Within the statutory warranty period it is possible to demand rectification of defects or replacement delivery. If we are not willing or able to repair or replace the goods or if this fails for other reasons, Customer shall be entitled, at its option, to withdraw from the contract or to demand a reasonable reduction of the purchase price (abatement).

10.3.Further claims of the customer, in particular claims for damages due to delayed delivery or failure to deliver, are excluded. This shall not apply if the cause of damage is based on intent or gross negligence for which we are responsible or in the event of injury to life, limb or health.

10.4.Liability for damage caused by the use of goods deliveries and services to other software or to data carriers/data processing equipment of the customer shall only be accepted insofar as it concerns typically occurring, foreseeable damage and the defect in the goods deliveries and services causing the damage was caused intentionally or by gross negligence by a legal representative or vicarious agent. In the case of contracts with legal entities under public law, special funds under public law and merchants – however, in respect of the latter only if the contract forms part of the operation of their trade – liability for gross negligence on the part of vicarious agents is also excluded over and above the limitation of liability in the preceding sentence, unless it is the fault of senior vicarious agents or main contractual obligations have been breached. Statutory claims for rectification of defects and subsequent delivery – but not for damages – shall remain unaffected by the above provision. Further claims of the customer, in particular for loss of profit or consequential damages, are excluded. This shall not apply if the cause of damage is based on intent or gross negligence for which we are responsible or in the event of injury to life, limb or health.

10.5. In order to secure his system, the customer is obliged to back up data at intervals appropriate to the application. In the event of a loss of data for which we are responsible, we shall only be liable for the effort normally required to restore the data.

10.6.We endeavor to provide access to the online products permanently (365 days, 24h). However, the availability at any time is expressly not guaranteed. In particular, access may be temporarily restricted for technical reasons, for example due to necessary maintenance and repair work.

11. amendments to these terms and conditions

The validity of conflicting or deviating terms and conditions is excluded, even if we do not expressly object to them or accept services without reservation. In accordance with the following provisions, we reserve the right to change these terms and conditions, provided that this change is reasonable for you, taking into account the interests of us; this is particularly the case if the change is without significant legal or economic disadvantages for you, for example, changes in the registration process, changes in contact information. Otherwise, we will inform you of any changes to these Terms and Conditions with reasonable advance notice, but at least one month before the intended effective date. The information will be sent to the email address you designate. If you do not agree with a change we intend to make, you have the right to object to the change within one month of notification. If you object in due time, we are entitled to terminate the contract in writing with a notice period of one month to the end of the calendar month.

12. place of jurisdiction

Place of performance and jurisdiction for merchants, legal entities under public law or special funds under public law is Berlin. German law shall apply exclusively.

Please send complaints, notices of termination, revocations to the following address:

Peers Solutions GmbH

Brunnenstraße 196

10119 Berlin

Please send returns of goods to the following address:

Peers Solutions GmbH

Brunnenstraße 196

10119 Berlin

In addition to the General Terms and Conditions, the following Special Terms and Conditions apply to the Peers Platform.

1. subject matter of contract

1.1. We offer various software solutions to support business processes and make them available for use via the Internet as a web application (Peers Platform). The concrete scope of functions of the Peers Platform as well as the requirements for the hardware and software environment, which must be fulfilled on the customer side, result from the respective offer and the user documentation. The provision of the Peers Platform (on data carriers or by way of online transfer) for local installation is not possible.

1.2. As part of the Peers Platform, storage space shall be provided on central servers on which the data generated and processed with the Peers Platform can be stored for the duration of the contractual relationship. Archiving of the data in accordance with the retention periods under commercial and tax law is not included in the scope of services.

1.3. The service transfer point is the router output of the data center used by us to the Internet. The customer must take care of the connection to the Internet, the provision or maintenance of the network connection to the data center as well as the procurement and provision of network access components for the Internet on the customer side.

1.4. Usually the Peers Platform is also available outside the operating hours (365 days, 24h), but there is no claim to this. If, for urgent technical reasons which cannot be postponed, maintenance work becomes necessary during the operating hours, with the consequence that the Peers Platform is not available during this time, we will inform you as far as possible in good time by e-mail to the address given by you.

The following service levels apply to the Peers Platform:

– Operating hours: Monday – Friday, 08:00 a.m. – 6:00 p.m.

– Maintenance times: generally outside the operating hours.

– Availability during operating hours: min. 80% in the average of a calendar month.

1.5.We undertake the analysis and correction of documented, reproducible errors of the Peers Platform (hereinafter referred to as “Support Services”) by competent personnel and in accordance with recognized industry standards. We do not vouch for the success in the elimination of Errors and do not provide any warranty in this respect. “Error” within the meaning of these Terms and Conditions shall be any failure reported by the customer which results in a deviation in the quality and functionality of the offer and user documentation and which

– this has a more than insignificant effect on their usability, or

– corruption of data or loss of data processed with or generated by the Peers Platform occurs.

If an occurred failure cannot be reproduced, it shall not be considered as a failure. In this case, the parties shall jointly agree on the further course of action.

1.6. The Customer must report occurring errors immediately with a precise description of the problem. The report may initially be made verbally, but must be repeated in text form (e-mail) no later than the next business day. We are available to receive error reports Monday – Friday from 08:00 to 18:00.

1.7. In case of error messages, the activities described below will be carried out within the response time. The response time depends on the error class; the following error classes apply.

Error class 1: A productive use of the Peers Platform is not possible or only possible with considerable restrictions or essential performance features are missed.

Error class 2: The core functionality is ensured, but there is a significant error in a submodule that prevents or significantly restricts working with this module.

Error class 3: All other errors

1.8. Within the response times, we submit a proposal for correcting the error. It includes the following:

– Presentation of the results of the analysis performed;

– Presentation of the impact on other functionalities (criticality);

– Proposal of a course of action to fix the error.

Failure class 1: Response time 8 hours

Failure class 2: Response time 2 working days

Failure class 3: Response time 5 working days

1.9. We are not obliged to provide support services:

– for errors that are based on unauthorized modifications or adaptations of the Peers Platform;

– for other software (in particular third-party software used on customer systems);

– in case of errors resulting from improper or unauthorized use of the Peers Platform or from operating errors, if the operation is not performed in accordance with the user documentation;

– in case of any hardware defects;

– in case of use of the Peers Platform on other than the permitted hardware and operating system environments specified in the user documentation;

– in the form of on-site service by our employees.

We shall be entitled to treat such services as a separate order and to invoice them at the usage fees for the Peers Platform in accordance with the applicable service rates.

1.10. The aforementioned services are conclusive. We shall not be obligated to provide any further services, in particular installation, customization, programming, consulting and training services.

2. duties to cooperate

Any cooperation required for the performance of the contractual services shall be provided in full and in due time. The duties to cooperate shall include in particular the following activities:

– All applicable laws and other legal regulations are to be observed during use. It shall be prohibited to transfer data or content to our servers that violate legal provisions or infringe third-party intellectual property rights or copyrights or other rights of third parties.

– in the event of an error message, all documentation, logs and other information relevant for troubleshooting shall be made available to us without delay

– the customer is obligated to regularly participate in appropriate product trainings or to otherwise acquire the necessary knowledge for the use of the Peers platform

– only data that is free of computer viruses or other harmful code may be transmitted

– no software or other techniques or procedures may be used in connection with the use of the Peers Platform which are likely to impair the operation, security and availability

3. adjustment of the remuneration

We are entitled to adjust the remuneration during the term of the contract. However, such a price change is only permissible twice a year. Price increases shall be announced in text form at least six weeks before they take effect. In the event that the price increase amounts to more than 10% of the previous remuneration, the customer has a special right of termination, which he can exercise in writing with a notice period of one month to the end of the calendar month after receipt of the price increase notice.

4. Blocking of data

If a third party asserts against us a violation of rights by data or content transmitted by the customer to the data storage provided by us, we shall be entitled to temporarily block the corresponding data or content if the third party has conclusively demonstrated the violation of rights. In this case, we shall request the customer to cease the infringement within a reasonable period of time or to prove the legality of the content. If this request is not or not sufficiently complied with, we shall be entitled, without prejudice to further rights and claims, to terminate the contract for good cause without notice. Insofar as the customer is responsible for the infringement, he shall also be obliged to compensate us for any resulting damage and shall indemnify us against any claims by third parties upon first request. Further rights remain reserved.

5. service changes

We are entitled to further develop, change, or supplement the Peers Platform in part or as a whole at any time. We will announce contract-relevant, significant changes at least six weeks before they take effect by e-mail to the e-mail account you specify. The customer may object to the changes in writing or by e-mail with a notice period of one month from receipt of the change notification. If the customer does not object, the changes shall become part of the contract. In the notification of change, the consequences of the objection will be pointed out accordingly. In the event of an objection within the time limit, we shall be entitled to terminate the contract in writing with one month’s notice to the end of the calendar month.

6. rights in case of defects

6.1. If the service level specified in II. 1.4 is not met for a period of three (3) consecutive calendar months or for three (3) calendar months within a period of six (6) calendar months (availability during the operating period below 80 %) and if we are responsible for this, the customer shall be entitled to terminate the contract without notice and to claim damages instead of performance.

6.2. In other cases of non-contractual performance, we shall be entitled and obliged to subsequent performance. If subsequent performance is not effected within a reasonable period of time, a reasonable grace period may be set with the threat of rejection. After the unsuccessful expiry of this period, the legal remedies shall be available, whereby the cancellation of the contract (rescission or damages instead of performance) shall only be opened if the defects are defects of defect classes 1 or 2.

6.3. The limitation period for rights in case of defects shall be six (6) months.

7. industrial property rights of third parties

7.1. If industrial property rights and copyrights of third parties are infringed by the contractual use of the Peers Platform and if third parties raise claims against the customer due to such infringement, we shall at our option and at our own expense either

– procure the right to use the Peers Platform or

– modify the Peers Platform in such a way that it no longer infringes the rights of third parties and has at least the contractually agreed characteristics.

7.2. If the claim of the third party is not based on changes of the

– modifications of the Peers Platform which have not been approved by us under this Agreement or in any other way, or

– the use of the Peers Platform in a manner other than agreed upon in accordance with the purpose of this Agreement, or

– the use of the Peers Platform on hardware or operating system environment not approved by us,

we shall, at our option, defend the customer or indemnify and hold the customer harmless from and against any damages directly resulting from such claim and asserted against the customer in court within the limits of the liability limitations set forth in II. 8. The obligation to indemnify shall be excluded if we prove that the customer is not responsible for the infringement of third party rights.

7.3. The customer shall be obliged to inform us without delay if third parties claim infringement of property rights against him. The customer shall only be entitled to take measures, in particular to defend itself in court against the claims or to satisfy legal claims of the third party with reservation, if we have previously notified the customer that we will not defend the customer against the claim.

8. liability

We shall be liable for all damages arising in connection with this contract, for whatever factual or legal reason, only in accordance with the following provisions:

8.1. In case of intent and gross negligence, claims under the German Product Liability Act as well as in case of injury to life, body or health, we shall be liable without limitation according to the statutory provisions.

8.2. Otherwise, the liability per calendar year is limited to the damage foreseeable at the time of the conclusion of the contract up to a total amount for all cases of damage per calendar year, which corresponds to 50% of the remuneration paid by you in this calendar year. This limitation of liability also applies to the case of data loss and data deterioration.

9. protection of secrets; data protection; data security

The processing of data of third parties, e.g. which are subject to professional secrecy or general data protection (e.g. patient data, client data in the case of legal and tax advisory professions, member data in the case of associations, employee data in the case of companies), by external service providers may require the consent/consent of these third parties. The customer is responsible for checking whether such a consent or approval requirement exists and, if so, that the relevant consent or approval has been obtained.

10. Confidentiality

10.1. The contracting parties shall be obliged to treat as confidential the information made available to them under this Agreement by the respective other party as well as knowledge which they acquire on the occasion of this cooperation about matters of a technical, commercial or organizational nature of the respective other contracting party and not to exploit or use it or make it available to third parties during the term and after termination of this Agreement without the prior written consent of the party concerned. The disclosure to third parties who are subject to a legal obligation to maintain confidentiality is not subject to consent. The disclosure to employees who require the information for their activities in the performance of services under the contract shall also not require consent. However, the parties shall ensure that such employees are bound by corresponding confidentiality obligations. Any use of such information shall be limited solely to use for the performance of this Agreement. Each party shall notify the other party immediately upon becoming aware of any unauthorized disclosures or possible loss of confidential information.

10.2. This aforementioned obligation shall not apply to information that can be proven to have been

– the other party has lawfully received or will receive from third parties,

– was already generally known at the time of the conclusion of this Agreement or subsequently became generally known without breach of this confidentiality obligation,

– was previously held by the party receiving such information, or

– was already developed by the party receiving such information independently of the communication.

10.3. The prohibition of disclosure shall not apply to the extent that the Parties are obliged to disclose the information by law or by court or administrative orders. In such case, however, the party obligated to disclose shall be obligated to notify the other party in advance of the disclosure of the information so that the other party has the opportunity to defend against and prevent or limit such disclosure. The party obligated to disclose shall use its best efforts with respect to the governmental authorities ordering the disclosure to ensure that all Confidential Information to be disclosed is kept confidential.

10.4. The confidentiality obligations of this Agreement shall survive the termination of this Agreement for a period of 2 years. With regard to data subject to data secrecy or professional secrecy, the confidentiality obligation shall apply for an unlimited period of time.

11. transfer of contract

We are entitled to transfer rights and obligations from this contractual relationship in whole or in part to a third party with a notice period of four (4) weeks. In this case, the customer is entitled to terminate the contract within two weeks days after notification of the transfer of contract.

12. Termination, Consequences of Termination

12.1. The right of both parties to terminate for cause shall remain unaffected. In particular, we shall be entitled to terminate this contract without notice if

– the customer is in default of payment of an amount for a period of more than two months which corresponds at least to the agreed fee for the use for the period of two months

– insolvency proceedings or other judicial or extrajudicial proceedings for the settlement of debts have been or will be instituted against the customer’s assets

– the user account has been transferred or the access data to the Peers Platform has been made available to third parties without our prior consent

– the customer has violated its obligations under this contract in other respects and, despite being given a deadline with the threat of refusal, does not cease the breach of contract or provide evidence of measures suitable to prevent the repetition of the breach of contract in the future.

12.2. In the event of termination of the contractual relationship, irrespective of the legal grounds, the parties shall be obliged to duly wind up the contractual relationship. For this purpose we shall

– hand over the data stored by us within the framework of the contract as well as any databases created within the framework of the contractual relationship at our own expense no later than eight weeks after the termination of the contract either by way of remote data transfer or on data carriers to the customer or a third party designated by the customer, as the customer chooses

– delete the data immediately after confirmation of successful data transfer and destroy all copies made.

We can provide further support services for the migration of the data on the basis of a separate order. Such further support services shall be remunerated in accordance with the respective valid price list.