1.

All quotations, deliveries and services shall exclusively be on the basis of the present terms and conditions of business. They shall form an integral part of all contracts which actosoft concludes with the customer for deliveries or services. Older terms and conditions of business are hereby superseded.

2.

The customer's terms and conditions of business shall not be applicable, even if actosoft does not expressly challenge them in the individual case.

3.

The present terms and conditions of business shall also apply to all future quotations, deliveries and services to the customer, even if they are not agreed separately once more.

The customer recognises these terms of delivery and service at the latest with its verbal or written order or upon receipt of the goods or services, it thereby waives the application of its own general terms of trade.

1.

Quotations shall be subject to change without notice and free of obligation. All contracts concerning deliveries and services, all other agreements and declarations relevant in law require the written form to be legally effective or must be confirmed in text form by actosoft. The same applies to supplements and amendments.

2.

Every order must be confirmed in writing by actosoft to be effective. The same applies to supplements, changes and auxiliary agreements.

3.

The customer shall also be obliged to accept part deliveries without its prior approval being necessary. The customer is entitled to withdraw from the contract due to failure to meet a delivery deadline if it has set actosoft a period of grace of at least 4 weeks by registered letter, unless actosoft has confirmed a fixed date in writing.

4.

Information on the object of the delivery or the service (e.g. weights, dimensions and technical data) as well as representations of the same (e.g. drawings and illustrations) shall only provide indications. They shall not be assured properties, but descriptions or identifications of the delivery or service.

5.

Deviations customary in the trade and those resulting on the basis of legal directives or representing technical improvements shall be admissible to the extent that they do not impair usefulness for the contractually planned purpose.

6.

All product descriptions and the products themselves are adapted or further developed on a regular basis, which is why no warranty is given for the topicality and correctness of the content of the individual sales and promotion documents. Only the product features described in the written confirmation of order or the invoice are binding.

7.

actosoft can accept orders within 10 days.

8.

actosoft reserves the ownership or copyright to the offers and cost estimates it submits, and likewise to the drawings, calculations, descriptions, models, tools and other documents and auxiliary aids provided to the customer. Unless actosoft has given its express approval, the customer may not make these objects available to or disclose such to third parties for use or duplication. On request, it shall return such in full to actosoft without retaining any copies.

1.

Provided that it is not agreed to the contrary, actosoft shall be bound by the prices contained in its quotations for 30 days from the date of the quotation. The prices stated in the order confirmation from actosoft plus the statutory value added tax valid at the time in question shall be decisive. Additional deliveries and services shall be charged separately.

2.

If no price agreements specific to the quotation or the customer exist, orders placed shall be implemented at the list prices valid on the day of the order confirmation in question.

3.

Unless agreed to the contrary, the prices shall be understood exclusive of freight and packaging.

1.

The invoice amounts shall be due for payment within 14 days of the date of the invoice without deduction. Deviating payment periods must have been agreed in writing and shall result from the invoice or the order itself. Cheques are accepted solely to facilitate payment, bills of exchange are not accepted.

2.

All payments, regardless of any other instructions issued by the payer, are first offset against costs, then against interest and subsequently against the oldest claim against the customer.

3.

If the customer is in default of payment, actosoft is entitled, without prejudice to the pursuit of further rights, to charge default interest at 5 % above the prevailing basis rate of interest.

4.

If the customer is in default of a payment due for the transaction and/or if actosoft becomes aware of circumstances that place doubt upon the customer's creditworthiness, actosoft is entitled to declare all claims from transactions to be due immediately and, for the purpose of security, to demand the return of goods delivered by actosoft. actosoft is then also entitled to demand advance payment or security for the invoice sum before delivering new goods, or to withdraw from unfulfilled contracts.

5.

Retention of payment on account of or offset against counterclaims of the customer shall only be admissible to the extent that the counterclaims are undisputed or legally effective.

6.

Existing warranty claims shall not impair the maturity of actosoft's claims.

1.

Delivery periods and dates as well as periods and dates for services shall always only be approximate unless a fixed period or date has been expressly agreed in writing. If consignment has been agreed, delivery dates and deadlines refer to the date that the goods are handed over to the carrier, freight forwarder or to some other person or undertaking deployed to make the transport. Otherwise delivery dates and deadlines are observed if readiness to ship is notified to the customer in time.

2.

Delivery dates and deadlines do not start to run until any downpayment agreed has been received. Delivery and service periods shall be extended by the period of time during which the customer fails to fulfil its obligations from the business relationship with actosoft. Delivery and service dates shall be postponed accordingly.

3.

On request, the customer shall demonstrate to actosoft that the delivery does not present any legal hindrances in its sphere. actosoft is entitled to refrain from delivering any item affected by such a hindrance until appropriate evidence has been presented. If evidence is not presented within a reasonable period of grace set by actosoft, actosoft can withdraw from the contract in full or in part with regard to the part of the order still unfulfilled.

4.

In cases of force majeure and other disturbing incidents unforeseeable at the conclusion of the contract (e.g. operational disturbances of any kind, difficulties in procurement of material or energy, delays in transport, strikes, lock-outs, lack of workforce, energy or raw materials, official measures) for which actosoft is not answerable and which make delivery or service considerably more difficult or impossible for it, actosoft shall be entitled to withdraw from the contract to the extent that the prevention is not of only a temporary nature. In the event of preventions of a temporary nature, the delivery and service periods shall be extended or the delivery and service dates postponed by the period of prevention plus a suitable run-up period. This shall also apply if actosoft has not, incorrectly or unpunctually been supplied by other suppliers. To the extent that the customer cannot reasonably be expected to accept the delivery or service as a result of the delay, it can withdraw from the contract by a written declaration towards actosoft to be made without delay. In such cases, claims to damages shall be ruled out. This regulation applies accordingly in case of difficulties in obtaining any official permission which may be necessary, e.g. import licenses or approvals, regardless of whether it was possible for actosoft to recognise these difficulties when the contract was concluded.

5.

In the event of installation in situ by actosoft, the customer shall create the physical, technical and other erection and connection prerequisites by the agreed delivery date, placing actosoft in the position to bring about readiness for operation. The connection prerequisites shall be notified to the customer at conclusion of the contract, actosoft shall inform the customer in good time of possible amendments or supplements.

6.

Over-deliveries and under-deliveries normal in the trade are admissible. Part deliveries are also admissible within reason, whereby each part delivery is regarded as an independent transaction.

7.

The customer shall ensure for adequate data back-ups and the matching data back-up concept itself.

1.

Risk is transferred to the customer at the latest upon delivery to the customer, or when notice is given that the software is ready to be downloaded from actosoft's server by the customer or as soon as the delivery item is handed over to the carrier, freight forwarder or to some other person or undertaking deployed to make the consignment. This shall also apply in the event of part deliveries.

2.

The object of delivery shall be deemed finally delivered in the event of acceptance by the customer without notification of defects.

3.

If delivery or dispatch is delayed due to a circumstance, the cause of which lies with the customer, risk shall pass to the customer from the day of readiness for dispatch

4.

The goods are not insured against transport damage unless this is specifically requested and paid for by the customer.

1.

For the duration of the arrears in acceptance by the customer, actosoft shall be entitled to store the objects of delivery at the customer's risk and expense. For this purpose, actosoft can also make use of a haulage contractor or a warehouse company.

2.

During the time that the customer is in default of acceptance, it must pay a flat-rate 1 % of the purchase price each week, although at most € 150 per week, to actosoft as recompense for the storage or stand-by costs incurred without the need for any further evidence, unless the customer is able to demonstrate that lower expenses were incurred. If higher storage costs are incurred, actosoft can demand that these costs are recompensed by the customer upon submission of evidence.

3.

If the customer rejects acceptance of the objects of delivery after the expiry of a suitable period of grace set for it, fails to react to a written request for acceptance from actosoft, or declares that it shall not be accepting the commodities, actosoft can reject performance of the contract and demand damages on account of non-performance. As recompense for losses, actosoft is entitled to demand, at its discretion, either a flat-rate 20 % of the gross purchase price agreed, unless the customer is able to demonstrate that losses were lower - or recompense from the customer for the losses actually incurred.

1.

actosoft reserves title to all commodities supplied (conditional commodities) until the customer has paid the purchase price for the commodities supplied and all other payment obligations from the business relationship.

2.

If the customer is culpable of conduct in breach of contract, e.g. in case it is in default of payment for secured claims, actosoft can prohibit the customer from using the reserved goods or take back the reserved goods. Taking back goods does not represent a withdrawal from contract unless actosoft actually declares such in writing. Once goods have been taken back, actosoft is authorised to re-sell them, whereby the income earned shall be offset against the customer's liabilities, less reasonable costs of exploitation.

3.

The customer assigns the purchase price claims or other claims to remuneration accruing to it against its customer from all and any resale of the conditional commodities or any other transaction of disposal thereof, including all subsidiary rights, to actosoft. They shall serve securing to the same extent as the conditional commodities. The customer is not entitled or authorised to re-sell or otherwise exploit the reserved goods unless it is ensured that the claims from this transaction are transferred to actosoft. Reserved goods delivered are always processed or reshaped on behalf of actosoft as the manufacturer. If (co-)ownership is lost through combination, it is agreed even now that the customer's (co-)ownership to the uniform object is transferred proportionate to value to actosoft in order to secure its claims.

4.

In the event of interventions by third parties, e.g. attachments, the customer shall make reference to actosoft's ownership and notify the latter without delay. If the third party is not able to reimburse actosoft for the costs incurred in this context, the customer is liable for these. The customer shall safeguard the reserved goods on behalf of actosoft. It shall insure them against fire, theft and water damage.

5.

Until revoked, the customer is authorised to collect the claims assigned to actosoft. actosoft shall not avail itself of this right of revocation as long as the customer properly fulfils its obligations of payment from the business relationship and as long as no circumstances are known which place considerable doubt upon the customer's creditworthiness. If the prerequisites for exercising the right of revocation exist, however, actosoft can demand that the customer discloses the assigned claims and their debtors to actosoft, provides all the information required to collect these claims, submits the associated documents to actosoft and notifies the debtors of the assignment. actosoft itself can also notify the debtors of the assignment.

6.

If the realisable value of all existing securities exceeds the total of claims to be secured by more than 20 %, then at the customer's request, actosoft is obliged to release securities of its own choice.

1.

The items delivered by actosoft must be carefully inspected without delay upon delivery to the customer or to a third party nominated by the customer for defects, conformity with the order and completeness. They are regarded as accepted unless a complaint is lodged to actosoft without delay, although at the latest within 10 days from receipt of the delivery item or, if the defect could not have been recognised even given prompt, careful inspection, within 10 days from the discovery of the defect, in writing or in text form or via the actosoft support tool. Upon request, the delivery item under complaint shall be returned free of freight charges to actosoft. If the complaint is justified, actosoft shall refund the costs of the cheapest method of shipment. This does not apply if the expenses are increased because the purchased object has been relocated to a place other than the recipient's commercial premises after delivery, unless the relocation corresponds to the intended use of the object.

2.

actosoft is obliged to hand over the system free of material defects and legal deficiencies. The object is free of material defects if it has the quality owed under the contract. This is the case if the customer can deploy the object for its intended use and all the desired functions (see application documentation) work properly. This does not mean, however, that each individual component of the software corresponds to the latest state-of-the-art. It rather suffices if the composition of the object has proved itself to be reliable in the application.

3.

The warranty period begins upon delivery of the object. The warranty period is 1 year. In cases in which liability is prescribed by overriding legislation due to malice aforethought, the warranty period is 2 years.

4.

The warranty regulations of the German Civil Code (BGB) apply. actosoft's warranty obligation is initially limited to subsequent fulfilment. The customer can demand, at its discretion, that the defect be rectified or that a faultless object be delivered. However, actosoft can refuse to perform the subsequent fulfilment option selected by the customer if this is associated with disproportionate costs for actosoft. The claim to subsequent fulfilment is excluded if it is objectively impossible to rectify the defect or if some other reason exists pursuant to § 275 BGB.

5.

If repeated attempts at subsequent fulfilment definitely fail, the customer can then pursue its further legal rights instead of subsequent fulfilment. A further prerequisite for subsequent fulfilment is that actosoft allows a period of grace set by the customer to expire fruitlessly.

6.

The customer may not withdraw from the contract if actosoft's infringement of duty is only of a minor nature, i.e. the defect in the object is insignificant. A defect is insignificant if it does not prevent the object from being used for its intended purpose and can be regarded as acceptable from an objective viewpoint. Withdrawal is furthermore excluded if the customer is alone or primarily responsible for the defect in the software. In all other cases in which actosoft can be accused of infringement of duty, the customer's right of withdrawal remains unaffected.

7.

Warranty shall be forfeited if persons other than actosoft or third parties commissioned by it undertake repairs or other interventions or amendments to the object, or unsuitable accessories are used.

8.

Warranty shall also be forfeited in the event of defects to be put down to culpable conduct of the customer, its personnel or third parties, in particular if the software is amended and/or improper installation measures are carried out by such persons.

9.

actosoft gives no warranty that the object will run smoothly if the customer or a third party operate the object with untrained or only inadequately trained personnel. In this case, actosoft is not liable for operating errors in particular. This applies unless training was not performed, or was only performed inadequately, for a reason which actosoft is responsible.

10.

All further-going claims are excluded, insofar as this is admissible under law.

1.

actosoft shall be liable for damage for injury to life, limb or health on account of malice aforethought and any kind of negligence. In the event of other damage, actosoft shall only be liable on account of malice aforethought and gross negligence. Liability on account of slight negligence is expressly ruled out for other damage.

2.

Liability for consequential damage of any kind (e.g. loss of data, loss of profits, additional personnel costs, vain expenditure, loss of savings etc.) shall in any case be ruled out to the extent admissible.

3.

Obligations to liability reaching further than those expressly stated in the present terms and conditions of business, regardless of the reason, in particular claims on account of any kind of damage from consultancy, involvement in the preparation of use, interruption of operation or lack of outside products, shall be ruled out to the extent that there is no mandatory liability on account of malice aforethought or gross negligence.

4.

In the event of a claim against actosoft for warranty or liability, co-culpability of the customer shall be taken into account suitably, in particular in the event of insufficient or delayed notification of defects or insufficient data back-up.

5.

For all damage, the liability shall be limited to a maximum amount of 1,000,000 EUR per incident of damage. The exclusions and limitations of liability shall not apply to the extent that actosoft is liable on account of malice aforethought.

1.

actosoft reserves ownership and copyrights to all documents provided by actosoft, including estimates of costs and drawings. They have been entrusted to the customer, may not be made accessible to third parties and may only be used within the framework of the order. If the order is not issued to actosoft, or in case of rescission of, withdrawal from or termination of contract, the documentation submitted must be returned without delay.

2.

In the event of inquiries for objects of delivery and service, the manufacturing and composition features of which are prescribed by the customer, the latter shall bear responsibility for the fact that actosoft does not impinge protective rights of third parties. In the event of claims being made, the customer shall exempt actosoft.

3.

The customer is obliged to notify actosoft without delay of any third party claims to protected rights concerning the hardware and software delivered and to allow actosoft to defend itself under law at its own expense. If required by third party claims to protected rights, actosoft is entitled to make necessary changes to the software at its own expense, even if the goods have already been delivered and paid for.

4.

actosoft cannot accept liability for protected commercial rights which contradict the use of the delivery item or service; actosoft nevertheless gives an assurance that it is not aware of any such rights.

5.

Information attached to the programme medium, hardware or packaging concerning protective rights - also of third parties - shall be observed.

6.

As a rule, hardware sold by actosoft shall be subject to specific directives and limitations on the part of the manufacturers. These must be accepted separately and observed by the customer. The customer shall not be entitled to remove, amend, cover or make illegible information with regard to copyrights, trademarks or other rights which have been attached to contractual products or parts thereof.

1.

When marketing goods bearing the actosoft trademark, the customer is obliged to refrain from undertaking any action which could be regarded as dishonest under prevailing laws and regulations.

2.

It is prohibited to change the goods, to remove the registered trademark or to apply any brands or logos which could be regarded as the customer's original brand or logo or those of a third party, or which could create the impression that the goods were not produced by actosoft.

3.

The software shall be sold under the registered trademark. The rights resulting from the trademark protection shall expressly accrue to actosoft.

1.

The software has been protected by copyright. The rights to the source code of the programme resulting from the copyright shall accrue exclusively to actosoft. The customer shall not be allowed to sell, hire out, lease, lend, copy or propagate the object code of the programme to third parties in any other way or to grant third parties any kind of utilisation rights. The same shall apply to the user documentation and all other documents provided to the customer by actosoft.

2.

The protection shall entail the entire software provided including all products, components and functions, as well as the related user documentations.

3.

The customer shall be entitled to make economic use of the software. For this purpose, actosoft as the copyright owner shall assign a simple right of utilisation with a limitation in time to the customer for all types of use currently known. The right to amendment, in particular to further development, of the software shall be reserved for actosoft.

4.

The customer is not entitled to transfer the software and its use to others unless actosoft has agreed to the transfer beforehand in writing, the customer has notified actosoft of the full address of the new customer and actosoft has expressly approved the protected rights and licenses in writing. All machine-readable copies or those available in a printed form, including the original of the programmes, shall be forwarded to the new customer upon assignment. The licence rights of the customer up to such time shall automatically expire upon assignment to the new customer. The modifications of programmes or parts of the programmes or documentations still available with the previous licensee and customer shall be destroyed or returned to actosoft without delay.

5.

actosoft can terminate the license agreement with immediate effect if the customer infringes the protected rights or violates the specified contractual licensing conditions. actosoft accrues the same right if the customer is guilty of major infringements of contract in some other way. If the license rights are retracted, the customer is obliged to destroy the program together with all copies, modifications, all parts of the program integrated into other programs and the documentation, or to return these to actosoft and, if required, to issue an assurance in lieu of oath in the matter.

6.

All utilisation rights shall only pass to the customer upon complete payment of the agreed royalty.

7.

actosoft provides software products fundamentally as an object programme. Conversion into source programmes by the customer, even if only in part, shall be inadmissible. The software products of actosoft shall represent operational secrets.

1.

The customer shall be obliged to maintain secrecy concerning all data and information which becomes accessible to him in connection with the deliveries by actosoft and which are recognisable as business or operational secrets of actosoft. They are thus to be kept confidential for an unlimited time and to be neither recorded nor forwarded to third parties nor utilised in any other way, provided this is not necessary for the achievement of the purpose of the contract.

2.

actosoft shall be entitled to process the data which becomes known to it about the customer itself and about third parties on the occasion of the business relationship according to the provisions of the Federal Data Protection Act (BDSG). Customer data shall be stored pursuant to § 33, BDSG. The customer acknowledges having obtained knowledge of all and any storage and/or transmission of its customer data and waiving specific notification within the meaning of § 33, sub-section 1, BDSG.

1.

actosoft reserves the right to product amendments and extensions which do not impair the functionality of the software.

1.

Place of performance for all obligations resulting from the contractual relationship shall be actosoft's registered office.

2.

The place of jurisdiction for all disputes arising from the business relationship shall be actosoft's registered office to the extent that the customer is a merchant, a public-law entity or a public-law fund.

3.

The business relationships shall be subject exclusively to the law of the Federal Republic of Germany.

4.

The present terms and conditions of business shall only apply if used towards an entity acting in the exercising of a commercial or freelance professional activity when concluding the contract (entrepreneur), to the extent that the contract is part of the operation of its branch of trade, towards a trading company, a public-law entity or a public-law fund.

5.

If individual provisions or the present terms and conditions of business are or become totally or partly ineffective, the validity of the remaining part or provisions shall not be affected. The ineffective provision or part of a provision shall be deemed replaced by the legally effective regulation coming closest to the purpose intended by the ineffective provision.

6.

If actosoft has made individual, contractual agreements with the customer and if these deviate from the regulations in these general terms of trade, the individual, contractual agreements have priority over the regulations in these general terms of trade. In such a case, these general terms of trade apply as a supplement to the individual, contractual agreements.