GT&C

Please note: This is only a translation in order to support you in understanding our General Terms & Conditions. The German version is solely decisive.

The following General Terms and Conditions ("GT&Cs") govern the legal relationship between you and us ("zapliance GmbH", Holzdamm 57, 20099 Hamburg, Germany) in relation to all Products (as defined below), which can be purchased on this website (hereinafter referred to as the "website") and all Transactions (as defined below), which can be made via the website. Any derogations shall only be applicable if they are agreed upon between all parties in writing. This requirement of written form also applies for any waiver of the written form.

Version of GT&Cs: 2.2 As at: 12/07/2018

You can download the current version of the General Terms and Conditions here at any time.

Unless we expressly state otherwise, all Transactions, all Products and your use of such Products are subject to these GT&Cs.

1. The user may access some of our Products free-of-charge after registration. Other Products are accessible on a payable basis. For access to the various product and service offers on the website, the normal rates of connection of connection providers, e.g. Internet service providers, apply.
2. Activation of Extended Functions
   Some of our Digital Products can only be used in whole or in part ("Extended Functions"), if they have been previously activated ("Activation").
   • Response Key Voucher:
     In order to activate an Extended Function, you must first purchase a "Response Key Voucher“ from our webshop. A Response Key Voucher includes the right to receive a "Response Key" (by entering a "Challenge Key" in the webshop).
   • Challenge-Key:
     Our software generates a key ("Challenge Key"), which must then be entered in the login area of our webshop. In the webshop, you will then be provided with the corresponding Response Key for the Challenge Key entered.
   • Response-Key:
     The Extended Functions of our Digital Products can then be activated by entering the Response Key in our software.
3. All our Products, e.g. Software, Challenge Keys, Response Keys, Response Key Vouchers and other protectable items (referred to collectively hereinafter as the "Digital Products"), as well as hardware (such as servers, for example) (referred to collectively hereinafter as the "Physical Products“) or services, such as training, workshops or support (referred to collectively hereinafter as the "Services") (all of the above being referred to together as the "Products") are protected by intellectual property rights. All rights to the Products are retained by us and/or our licensors or suppliers. Subject to compliance with the provisions of these GT&Cs, as well as with all other applicable terms of business that are concluded with you by us and/or our licensors or suppliers as the basis of our legal relationship with you, in accordance with these GT&Cs, you have a restricted right to use the purchased Products exclusively for your own commercial purposes, whereby this right may only be transferred to others if it is legally permitted to do so.
4. The making available of Digital Products for download does not constitute any granting of rights extending beyond the provisions of these GT&Cs or any waiver of any one of our rights or of the rights of the copyright owners or owners of other rights to such Digital Products, or to content or other copyrightable media, which is embodied in or associated with such Products. You understand that the website and the Digital Products include and/or rely on a security framework using technology that protects digital information and imposes usage rules established by us, our affiliates and our (or their) licensors, and you hereby agree to abide by such usage rules, including those set out in Clause 8 ("License Terms").

1. Once you have successfully registered on our website, you may download the free Digital Products (software) free-of-charge and in accordance with the License Terms as per Clause 8.
2. Once you have successfully registered on our website, you may purchase Response Key Vouchers as a continuing obligation in the form of a free or paying subscription. Response Key Vouchers enable the generation of Response Keys.
3. Subscriptions consist of a given or unlimited number of Response Key Vouchers and optional Services, which grant entitlement to use the respective Product within the scope specified in the Product description for the period of performance concerned.
   1. The term of a subscription is determined in accordance with the period of performance notified to the user at the time of placing the order. The subscription agreement is extended at the end of each period of performance by a subsequent period of performance and remains in effect until it is terminated in accordance with Clause 6 ("Termination of subscription").
   2. The Response Key Vouchers are granted and the possibility of use, as well as the optional Services, are made available in return for a total annual price. This total price for a period of performance is due, independent of whether or how a customer makes use of the offer, and thus in particular also in the event that the customer does not or does not fully redeem or make use of the Response Key Vouchers or Services granted to it, in other words Response Key Vouchers not used in the period of performance lose their validity. The possibilities given by us of using the Services, as well as the Response Key Vouchers for the generation of Response Keys within the period of performance in themselves constitute fulfillment of our contractual obligation to perform.
4. Physical Products and Services may also be purchased for a fee as an individual product order.
5. If you wish to purchase Products offered via the website, you will be asked to provide certain information in relation to such a Transaction, including your billing address and your shipping information. By initiating a Transaction, you declare that
   1. you are of the age of majority and are legally capable of forming a binding contract with us;
   2. you have the legal right to use the means of payment selected by you and
   3. the purchased Products are to be used exclusively for your own commercial purposes.
   4. By submitting such information, you grant us the right to use such information in accordance with Clause 9 ("Data protection"), in particular by providing such information to third parties for purposes of facilitating the completion of Transactions initiated by you or on your behalf by third parties. Verification of information may be required prior to the confirmation or completion of any Transaction.
6. Descriptions and images of, and references to, Products on the website do not constitute any guarantees on our part in relation to such Products. We reserve the right to change product descriptions, images, and references; limit the available quantity of any Product; bar a user from making Transactions; refuse to provide any user with any Product; and/or refuse or cancel any Transaction prior to our acceptance of such a Transaction pursuant to this Clause 2. The price and availability of any Product offered are subject to change without notice until a legally binding purchase agreement is concluded. Product prices are stated as net prices exclusive of sales tax, unless expressly stipulated otherwise in these GT&Cs, in any other applicable terms of business that are concluded with you by us and/or our licensors or suppliers as the basis of our legal relationship with you or in the Product description. You shall pay all charges to us and third parties that may be incurred by you, at the price(s) in effect when such charges are incurred, and in particular, the purchase price, as well as all shipping and handling charges. In addition, you remain responsible for any taxes and other duties (including any customs duties) that may be applicable to your Transactions.
7. Except to the extent provided otherwise by law, all Transactions made via the website and accepted by us are binding, and payments made as a result of such Transactions are non-refundable, unless expressly stipulated otherwise in these GT&Cs. We or our appointed representatives will inform you if all or any portion of your order is canceled or if additional or different information is required to accept your order.
8. To make a Transaction on the website, please follow these steps:
   1. To order one or more Products, click on the “Buy” button at the end of the selection process. The Product(s) will then be added to your selection, your virtual shopping basket.
   2. If you have not yet logged onto the website, you will be asked to do so. If you have not yet registered for the website, you will be asked to register free-of-charge for the website.
   3. You are then taken to the virtual shopping basket, where you will see the Products that you have selected listed. Check if your order is correct and complete as shown and then click "To Checkout".
   4. Once you have registered and have logged in, you will be asked to specify your billing address, as well as your optional delivery address (if different) for Physical Products. Then click on "Next".
   5. You now come to the final overview of your order (Item List, Billing and Delivery Address, Payment Details, Shipping Method, Total Price for the whole order including recurring payments).
   6. As soon as you click the "ORDER AT COST " button, the order will be transmitted to us for processing.
9. Your order constitutes an offer made to us purchase the Product.
   1. The offer relating to Products will only be accepted by us once your have received an order confirmation for your order by e-mail. Receipt of the order confirmation establishes an agreement to purchase the ordered Products. Prior to this, the user shall have no claim to require us to perform, and in particular not to delivery of the ordered Physical Product, the use of Functions which require activation and/or the Service. We reserve the right not to accept individual order items.
   2. Should your order contain Digital Products (Response Key Vouchers) that are subject to payment of a fee
      1. after receipt of the order confirmation and
      2. after receipt of payment in the case of the payment method "Advance payment", as well as
      3. after successfully logging in to our website, you will have the possibility of generating the Response Keys.
   3. The Response Keys will then enable you to use the Functions in the software which require activation.

We offer you the possibility of providing you with hardware for the use of our Digital Products. The supplementary General Terms and Conditions of Rental also apply to the provision of hardware.

The following supplementary conditions also apply for the Services (support, training, workshops, auditing and consultancy) offered by us:

1. Assignments are subject to service contract law, unless the application of law on contracts to produce work has been expressly agreed to.
2. Our service and quality descriptions provided as part of assignments do not constitute any warranted characteristics.
3. No further mandatory services, such as our "Onboarding Workshop", for example, can be linked with the acquisition of free Digital Products (Response Key Vouchers). Your attention will be expressly drawn in each case to any mandatory services during the order process.
4. Daily rate
   1. To the extent that we render additional Services due at the request of or with the consent of the customer, the customer undertakes to additionally pay for the Services based on the agreed daily rate for zapliance Professionals, zapliance Managers or zapliance Partners.
   2. The minimum daily rate is € 1,800.00. The smallest billable time is half a daily rate. Upon exceeding 5 hours per started day, the respective daily rate applies.
5. To the extent that we render services due at the request of or with the consent of the customer that are provided off our business premises, the customer undertakes to additionally pay travel costs and expenses based on the following scale:
   1. Flights: within Europe: Premium Economy Class, Intercontinental: Business Class
   2. Rail: 1st class
   3. Car: Flat rate per kilometer: € 1.00
   4. Hotel: cost-based, at least 4-star including breakfast
   5. Public transport, taxi and parking fees: cost-based
   6. Per diem expense allowance: € 50 for 8 hrs. or more
   7. Travel time will be billed at the agreed daily rates.
6. Duties of cooperation of the customer
   1. The customer undertakes to support us to the best of its abilities in carrying out each respective individual assignment.
   2. The duties of cooperation in individual cases shall be agreed for each respective individual assignment. Unless agreed otherwise in the respective individual assignment, the duties of cooperation in particular include:
      1. The handover of the documents required to carry out the assignment upon request at the start of the assignment.
      2. The nomination of expert employees for the gathering of information.
      3. In the event that services are rendered on the customer's premises, it is obliged to make suitable workstations available during usual working hours.
      4. The granting of the possibility of entry or access to all the customer's technical facilities, which are necessary to carry out the respective individual assignment.
      5. The handover of the zapliance log files to zapliance in case of support cases opened by the customer.
      6. The taking of data protection measures (backups), to the extent that the results of our work are held or stored on the customer's systems.
      7. The logical and physical security of the IT infrastructure on which the Digital Products, the data generated by the Digital Products and/or the zapliance server are operated, or on which the Digital Products, the data generated by the Digital Products and/or the zapliance server are transported or transferred. In addition, the customer guarantees the interface security between the SAP systems, the zapliance server and the web browser through which the zapliance server is accessed. Subject to the provisions of Clause 7, zapliance is not liable for damages due to lack of access protection, lack of security, lack of archiving and lack of encryption of the customer's data.
      8. Should the customer fall in arrears with the performance of its duties of cooperation and if the further provision of services is hindered by the failure to provide cooperation services, the agreed deadlines shall be put back in accordance with the period of the delay. In this case, we can demand appropriate compensation for the period of the delay.
7. Cancellations
   1. Mandatory services cannot be canceled. Booked and confirmed appointments can be postponed up to two times by the customer, without the value of the order having to be charged.
   2. Our non-mandatory training courses and workshops can be canceled up to 21 days before they are due to begin. In the case of cancellations made up to 14 days before the start of the first appointment, 50% of the order value will be charged. In the event of cancellation after this time, 100% of the order value will be charged. The order value relates to all the appointments booked and confirmed by you in the offer.
   3. The customer is entitled to provide proof that no damages or damages of a lesser amount were incurred.
8. Scope of Service/Change in Scope of Service/Place of performance
   1. The agreed Service results from the respective individual assignment.
   2. Agreed appointments are postponed, or deadlines are put back by the period of time, which is necessary in order to make changes to the agreed Scope of Service.
   3. The additional cost incurred due to changes is to be covered by the customer at the daily rates for the individual agreement. If a fixed price has been agreed and it is necessary to incur additional cost to make changes, we will draw up a binding revised offer for you at a revised fixed price prior to making the changes. Should a not inconsiderable cost have to be incurred to draw up the revised offer, the cost of drawing up the offer is to be paid for separately.

1. Payments are made by our webshop via the following means of payment:
   1. Advance payment
   2. Invoice
2. Payments upon invoice are due immediately and payable within 14 days. The rights of use to all ordered Products are only transferred to you once the agreed price has been paid in full.

Continuing obligations (subscriptions) may be terminated at any time within the billing period via the webshop or in writing, without having to give any reason for doing so.

1. Our liability, as well as our liability for our vicarious agents and legal representatives is limited to intent and gross negligence. This is with the exception of liability for damages, which arise
   1. from an injury to life, limb or health for which we are responsible or
   2. from a breach of essential contractual duties for which we are responsible.
2. An essential contractual duty in this sense is a duty, the fulfillment of which is necessary for the compliant performance of the contract and upon compliance with which the other party to the contract relies and has to be able to rely as a matter of course. Claims for compensation for damages due to the negligent breach of essential contractual duties are limited to due to foreseeable damages typical for the type of agreement. Any liability under the German Product Liability Act [Produkthaftungsgesetz] remains unaffected.

1. All Digital Products, that you purchase from us via the website, are exclusively for your own commercial use.
2. Except as otherwise expressly provided herein, you may not reproduce, publish, transmit, distribute, display, broadcast, re-broadcast, modify, create derivative works from, sell or participate in any sale of or exploit in any way, in whole or in part, directly or indirectly, any of the Digital Products. Except as permitted under applicable law, you may not reverse engineer, decompile, disassemble, modify or disable any of the Digital Products or any copyright protection or use limitation systems associated with the Digital Products. You may not play and then re-digitize any Digital Products or upload any Digital Products or derivatives of them to the Internet. You may not use the Products in conjunction with any other content, including without limitation, in conjunction with any other products. You may not transfer, sell or offer to sell the Digital Products, including, without limitation, posting any Digital Product for auction on any Internet auction site or “trading” the Digital Products for money, goods or services. You are not granted any rights of commercial sale, resale, reproduction, distribution or promotional use for the Digital Products. No rights of use for advertising or other marketing purposes are transferred to you as the result of purchase of a Digital Product.
3. Exception from Clause 8.2 for group entities
   1. Should a Digital Product contain more than one Response Key Voucher, then the Response Key Vouchers for this Digital Product may also be used for entities within the same group. By way of clarification: For entities which are not part of the same group Clause 8.2 applies, in other words, the Response Key Vouchers may not be used for entities not belonging to the same group.
   2. The meaning of "group" is determined according to the scope of consolidation as per IFRS. If the IFRS are not applied within the group, then the scope of consolidation as per the national law of the country in which the parent company of the group is domiciled shall apply.
4. Exception from Clause 8.2 for service providers
   1. Should Digital Products be purchased from service providers (e.g. auditing/consulting companies), which use the digital products as part of their service to third-party legal entities ("Third-Party Customers"), with which the customer does not have a relationship under company law, then the digital product download and the digital product activation must be performed by the service provider's employees. Product downloads and product activation by employees of the Third-Party Customer are not permitted.
   2. Should a Digital Product contain more than one Response Key Voucher, then the Response Key Vouchers for this Digital Product may not be used for different Third-Party Customers. Exceptions to this rule only apply for subscriptions with an unlimited number of Response Key Vouchers ("Flatrate").
5. The license to use our Digital Products is granted subject to the following conditions:
   1. The customer is obliged to ensure that the SAP systems, interfaces and users are properly licensed.
   2. zapliance provides no assurances or guarantees with regard to the accuracy of the results or tasks, which arise from use of the software.
   3. All checks that go beyond the stated Scope of Service, such as, for example, the tracking of unusual documents and business processes, as well as the assessment of the recommendations made by zapliance within the framework of reporting, and their possible implementation remain exclusively the responsibility of the customer. The conversion or removal of any identified risks, control issues or errors is also not part of our service.
6. For the carrying out of the assignment, the customer is in particular required to perform the following duties of cooperation:
   1. General prerequisites for the use of zapliance
      1. Administrator rights for the installation of zapliance on a notebook or server.
      2. SSD hard disk with at least 1TB storage space
      3. Windows-based 64-bit operating system
   2. Additional prerequisites for the "data mining" phase
      1. Availability and accessibility of the following SAP function modules:
         1. RFC_READ_TABLE,
         2. BBP_RFC_READ_TABLE
      2. SAP user with access rights to the following function modules
         1. RFC_READ_TABLE,
         2. BBP_RFC_READ_TABLE
         3. 64-bit SAP-JCO SAP library
         4. Network connection and network shares for SAP system
         5. Connection data for the SAP "Application Server" or "Message Server"
      3. Computer hardware requirements:
         1. At least I7 processor or similar
         2. 8 GB of RAM
   3. Additional prerequisites for the "mining" phase
      1. The prerequisites for the "Mining" phase are dependent upon the complexity of the company-code-dependent data. The following prerequisites are therefore determined based on the processing of an "average" dataset and are also what we recommend for any data mining operation. Provision of powerful hardware with the following minimum requirements:
         1. At least 32 GB of RAM
         2. At least one Intel I7 processor
         3. At least 1 TB hard drive capacity
         4. USB 3.0 port
   4. The customer shall first ensure that the (network) access of zapliance or zapliance software to the customer's SAP systems – or the direct use of zapliance software on the customer's systems – is successful on an SAP test system (with an updated original dataset). The customer is responsible for ensuring that no damage (virus, system crash, etc.) occurs due to access to or use of the software in the customer's systems and, where necessary, shall take appropriate measures to prevent any such damage. The customer is responsible within the framework of the project for compliance with all provisions of law (data protection and employment law), as well as, where applicable, for any required involvement of the Data Protection Officer and the Supervisory Board.
   5. The scope of data subject to data mining, as well as the definition, which could contain columns of personal data, is defined in advance by zapliance. The customer is responsible for checking the data scope incl. the columns marked for pseudonymization and verifying them prior to performing data mining in the zapliance software. The zapliance software pseudonymizes all columns, which are defined as personal in the preparation of data, fully automatically on the basis of the "public key" of the asymmetric key pair generated by the customer. The "private key" is not known to zapliance.
   6. The customer shall ensure the logical and physical security of the IT infrastructure on which the Digital Products, the data generated by the Digital Products and/or the zapliance server are operated, or on which the Digital Products, the data generated by the Digital Products and/or the zapliance server are transported or transferred. In addition, the customer guarantees the interface security between the SAP systems, the zapliance server and the web browser through which the zapliance server is accessed. Subject to the provisions of Clause 7, zapliance is not liable for damages due to lack of access protection, lack of security, lack of archiving and lack of encryption of the customer's data.
7. Product Requirements & Compatibility
   1. You acknowledge that use of our Digital Products requires other hardware and software tools, and that the provision of such hardware and software, and in particular any costs thereof, are your responsibility. Except to the extent prohibited by applicable law, we reserve the right to change at any time, with or without prior notice to you, the software or hardware required to download, transfer, copy and/or use or limit the use of the Products.
   2. WE MAKE NO REPRESENTATION OR WARRANTY THAT THE SOFTWARE, HARDWARE, EQUIPMENT OR OTHER DEVICES OR SYSTEMS THAT YOU ARE TO PROVIDE FOR USE OF THE DIGITAL PRODUCTS ARE COMPATIBLE WITH THE DIGITAL PRODUCTS OR THAT THE SOFTWARE, HARDWARE, EQUIPMENT OR OTHER DEVICES OR SYSTEMS THAT ARE TO BE USED TOGETHER WITH THE DIGITAL PRODUCTS WILL FUNCTION IN ANY MANNER. IT IS YOUR SOLE RESPONSIBILITY TO ENSURE THAT YOUR SOFTWARE, HARDWARE, EQUIPMENT AND OTHER DEVICES AND SYSTEM(S) WILL FUNCTION CORRECTLY WITH THE DIGITAL PRODUCTS.

We are entitled to collect, process and use data received from the user, as well as any data that is generated in connection with use of the Service, in accordance with statutory legal provisions, to the extent that it is necessary to do so for the smooth running of the Service and fulfillment of the contractual relationship. To the extent that Services are provided by a third party (e.g. the processing of payments) or if a contractual relationship is concluded with a third party, we are, within the framework of statutory legal requirements, entitled and obliged to transfer your data to the Service provider to the extent necessary for fulfillment of the contract and billing. Without your express consent, we shall not transmit any inventory, connection or content-related data to third parties, to the extent that we are not permitted or obliged to do so by law. Detailed Data Protection Information.

For all legal transactions and legal relationships between us and the customer, the laws of the Federal Republic of Germany apply, to the exclusion of the UN Convention on Contracts for the International Sale of Goods (CISG).

The sole competent court of jurisdiction is Hamburg or another competent court of jurisdiction of our choice, if the customer is a merchant in the sense of the German Commercial Code [Handelsgesetzbuch] or a body governed by public law.