General Terms and Conditions of partimus GmbH

Preamble

The primeLine group of companies offers intelligent IT solutions for agile working, lean, flexible processes and transparent workflows.

Through primeLine Solutions GmbH, it offers solutions for servers, workstations, standalone computers and storage and backup solutions.

primeLine Systemhaus has many years of experience and expertise working on IT solutions for companies in the region.
It plans the infrastructure and also supports customers as part of product offerings that are put together individually.

partimus offers convenient business cloud solutions for companies.
Data is stored securely encrypted and GDPR-compliant in the company’s own data center.
partimus offers all the functionalities expected of a cloud and file sharing service.
The partimus features are specially tailored to the needs of companies with a clear user interface that allows users to focus on the essentials.

These general terms and conditions form the basis of the cooperation with our customers of partimus GmbH

§ 1 General

(1) These terms and conditions apply exclusively to entrepreneurs, legal entities under public law or special funds under public law within the meaning of § 310 para.
1 BGB (GERMAN CIVIL CODE).

(2) Our deliveries, services and offers are made exclusively on the basis of these terms and conditions, including the

• General terms and conditions for standard software with work performance
• General Terms and Conditions for Cloud and Managed Services.

They shall therefore also apply to all future business relationships, even if they are not expressly agreed again.
These terms and conditions shall be deemed accepted at the latest upon receipt of the goods or services.
Terms and conditions of the client or third parties shall not apply, even if we do not separately object to their validity in individual cases.
Even if we refer to a letter that contains or refers to the terms and conditions of the client or a third party, this shall not constitute any agreement to the validity of those terms and conditions.

(3) These terms and conditions also apply to all contractual relationships and are aimed exclusively at customers who have reached the age of 18 and are to be regarded as entrepreneurs within the meaning of § 14 para.
1 BGB (German Civil Code).

§ 2 Conclusion of contract

(1) The contract shall only be deemed to have been concluded with legal effect as soon as we declare acceptance to the customer in writing (order confirmation) or dispatch the goods.
Only the order confirmation including these terms and conditions shall be decisive for the scope of the performance obligations.
Our employees are not authorized to make verbal collateral agreements or give verbal assurances that go beyond the content of the written contract.

(2) Brochure details, illustrations, product descriptions etc. are to be regarded as approximate only.
We reserve our unrestricted property and copyright exploitation rights to cost estimates and other documents.

§ 3 Prices and terms of payment

(1) The prices are euro prices and apply in Germany plus the applicable value added tax.
The prices are in euros and do not include any costs for packaging, freight, postage, fees and other public charges.
They are calculated on the basis of the wage, material and other costs applicable on the day we submit our offer.
In the event of an increase in the prices of materials and raw materials, energy costs, wages and salaries, manufacturing or transportation costs, we shall be entitled to charge the prices resulting from the cost increases actually incurred on the day of delivery.

(2) We are responsible for selecting the terms of payment and the available payment methods.
These will be shown to the customer before he places his order.
In the case of purchase on account, invoices are payable net from the invoice date.
Payments are to be made in cash free paying agent.
Payment shall only be deemed to have been made when we can dispose of the amount.
We shall be entitled to offset payments against older debts of the customer despite any provisions of the customer to the contrary and shall inform the customer of the type of offsetting.
If costs and interest have already been incurred, we are entitled to offset the payments first against the costs, then against the interest and finally against the main service.

(3) In the event of default in payment, we shall be entitled to demand default interest in the amount of nine percentage points above the respective base interest rate in accordance with § 247 BGB, without prejudice to further claims for damages.
If the client defaults on a not insignificant part of the payment, all our claims against him shall become due for immediate payment.
This shall also apply to originally deferred invoices.
In the event of partial deliveries, we shall be entitled to refuse goods or services still to be delivered from the order without liability for damages.

(4) If the client’s financial situation deteriorates considerably after conclusion of the contract or if the poor financial situation only becomes apparent after conclusion of the contract, we shall be entitled to refuse services not yet performed or to demand appropriate advance payments or securities if the consideration is at risk.

(5) If advance payments and security deposits are not made within a reasonable period of time, we may withdraw from or terminate the contract without prejudice to further claims for damages.
The consequences shall be determined in accordance with § 6 para.
2.

(6) Offsetting against counterclaims of the client or the retention of payments due to such claims is only permissible if the counterclaims are undisputed or have been legally established or arise from the same order under which the delivery in question was made.

§ 4 Delivery and transfer of risk

(1) The risk of accidental loss and accidental deterioration of the goods shall pass to the customer upon notification of readiness for shipment (in the case of haptic products), but at the latest when the goods leave the shipping point.

(2) Unless otherwise agreed, the type of shipment, packaging, transportation route, etc. shall be at our discretion.
If dispatch, delivery or acceptance is delayed for reasons for which the customer is responsible or if the customer is in default of acceptance for other reasons, the risk shall pass to the customer upon notification of readiness for dispatch, but at the latest when the goods leave the place of dispatch.

§ 5 Delivery periods

(1) Delivery periods are generally non-binding and commence upon conclusion of the contract.
They can only be agreed as binding in writing.
They shall be deemed to have been met if the client has been notified of readiness for dispatch by the time they expire.
If shipment has been agreed, delivery periods shall refer to the time at which the goods are handed over to the person designated to carry out the shipment.

(2) Compliance with deadlines for deliveries is subject to the timely receipt of all documents/information to be provided by the client as well as compliance with the agreed terms of payment and other obligations by the client.
If the client delays or fails to cooperate as required or agreed, the delivery period shall be extended accordingly.

(3) We shall not be responsible for delays in delivery and performance due to force majeure and due to events that make delivery significantly more difficult or impossible for us not only temporarily – this includes in particular strikes, lockouts, official orders, operational disruptions, energy supply difficulties, pandemics, for example also as a result of significant price increases, delays in transportation and all cases of force majeure, even if they occur at our suppliers or their subcontractors, even in the case of bindingly agreed deadlines and dates.
The above shall also apply if the aforementioned circumstances occur during an existing delivery order.
They entitle us to postpone the delivery or service for the duration of the hindrance plus a reasonable start-up period.
a reasonable start-up period or to withdraw from the contract in whole or in part due to the part not yet fulfilled.
Other rights of withdrawal remain unaffected.

§ 6 Retention of title

(1) The goods shall remain our property until settlement of the claim to which we are entitled.
If the customer is a merchant within the meaning of the German Commercial Code (HGB), we shall retain title to all delivery items until all claims, including future and conditional claims, arising from the business relationship have been settled.

(2) The client is not entitled to pledge goods subject to retention of title or to assign them as security.
We must be notified immediately of any interference by third parties in this way, in particular seizures.
In the event of access to the goods by third parties, in particular seizures, the client shall draw attention to our ownership and inform us immediately so that we can enforce our ownership rights.
If the third party is not in a position to reimburse us for the judicial or extrajudicial costs incurred in this connection, the customer shall be liable for these.

(3) In the event of breach of contract by the client – in particular default of payment – we shall be entitled to withdraw from the contract and demand the return of the goods subject to retention of title.
The customer is obliged to keep us informed of the location of the goods at all times until they have been paid for in full.

§ 7 Liability for material defects

(1) The goods shall be delivered free of design, manufacturing and material defects.
The period for asserting any claims for defects shall be 1 year from the transfer of risk for newly manufactured goods.
The shortening of the limitation period according to sentence 1 does not apply to liability for damages in the case of intent and gross negligence, nor in the case of injury to life, body or health, in the case of fraudulent intent or in the case of the assumption of a guarantee by us.
In these cases, the statutory limitation period shall apply.

(2) If our instructions on the requirements of the client’s IT environment are not followed and changes are made to the product, claims for defects in the goods shall lapse if the client does not refute a corresponding substantiated claim that one of these circumstances caused the defect.
The same applies if defects are attributable to, for example, an unsuitable system environment on the part of the client.
Finally, claims for defects shall not be considered in the event of insignificant deviation from the agreed quality, insignificant impairment of usability and (in the case of haptic products) natural wear and tear.

(3) Claims for material defects on the part of the client presuppose that the client has properly complied with the inspection and complaint obligations incumbent upon him in accordance with § 377 HGB, otherwise complaints are irrelevant.
The client must report any defects in writing without delay, at the latest within one week of receipt of the goods.
Defects that cannot be discovered within this period, even after careful inspection, must be reported to us in writing immediately after discovery.
In the event that the client notifies us that the goods are defective, we shall be entitled to repair or replace the goods at our discretion and at our expense.

(4) Without prejudice to any claims for damages, the client may withdraw from the contract or reduce the remuneration if the subsequent performance fails within a reasonable period of time.

(5) Only the direct customer shall be entitled to claims against us due to defects and such claims shall not be assignable.

(6) Payments by the customer may be withheld in the event of notices of defects to an extent that is in reasonable proportion to the material defects that have occurred.
If a notice of defects is unjustified, we shall be entitled to demand reimbursement of the expenses incurred by us from the customer.

§ 8 Liability

(1) Claims for damages and reimbursement of expenses by the client, regardless of the legal grounds, in particular due to breach of duties arising from the contractual obligation and from tort, are limited in accordance with this provision.

(2) We shall not be liable in the event of simple negligence on the part of our executive bodies, legal representatives, employees or other vicarious agents, insofar as this does not involve a breach of material contractual obligations.
Material contractual obligations are the delivery of the delivery item, free from defects of title and such material defects that impair its functionality or usability more than insignificantly, as well as obligations to provide advice, protection and care that are intended to enable the customer to use the delivery item or service in accordance with the contract or to protect services or to protect the life or limb of the customer’s personnel or to protect the customer’s property from significant damage.

(3) Insofar as we are liable for damages in accordance with § 8 para.
2, this liability shall be limited to the foreseeable damage typical for the contract.
Claims for loss of profit, saved expenses, claims for damages from third parties and other indirect or consequential damages cannot be demanded.
This in turn does not apply if a quality feature guaranteed by us is specifically intended to protect the customer against such damages.

(4) Insofar as our liability is excluded or limited, this shall also apply to our employees, workers, representatives or other vicarious agents.

§ 9 Final provisions

(1) All ancillary agreements, amendments and supplements to the contract are only valid in writing.

(2) If the client is a merchant, a legal entity under public law or a special fund under public law, the place of performance shall be Bad Oeynhausen and the place of jurisdiction for all disputes arising from the contractual relationship shall be Bad Oeynhausen.
However, we are also entitled to sue the client at his general place of jurisdiction.

(3) All contracts shall be governed exclusively by German law to the exclusion of the United Nations Convention on Contracts for the International Sale of Goods (CISG).

(4) Insofar as the written form is stipulated in these Terms and Conditions for notifications or declarations by the parties, this shall also be deemed to have been complied with by transmission by e-mail.

(5) Should individual provisions of these terms and conditions be invalid, this shall not affect the validity of the remaining provisions.
Together with the client, we shall replace any invalid provisions in good faith with provisions that best reflect the economic purpose of the contract without significantly changing the content of the contract.
The same shall apply if there is no express provision for a matter requiring regulation.

General Terms and Conditions for the Sale of Standard Software of partimus GmbH

§ 1 Subject matter of the contract

(1) The client shall acquire from us the standard software specified in the offer.
The quality of the standard software supplied by us shall be determined by the specification of the standard software valid at the time of delivery and available to the customer.
We do not owe any further quality of the standard software.

(2) We shall provide the services and work specified in the respective contractual relationship.
This may include the installation of the standard software, the commissioning of the standard software and the creation of the corresponding users.

§ 2 Obligations of the client

(1) The client shall provide all data, information and documents necessary for the execution of the contract in good time and, if necessary, prepare the premises and work equipment for the agreed installation.
These are primary performance obligations which are reciprocal to our performance obligations.

(2) The client shall bear the risk regarding the essential functional features of the standard software.
It is not our responsibility if the standard software does not meet the needs and expectations of the client.

(3) The client is not authorized to make changes to the standard software (new installation, update, copies).

§ 3 Installation

(1) The installation of the standard software shall be performed against payment in accordance with the respective order.

(2) After installing the standard software, a corresponding function test must be carried out.

§ 4 License rights

(1) The client shall receive the agreed number of usage rights to the standard software.

(2) We only grant the client a simple, non-exclusive right of use for an unlimited period of time, but only for the respective country of destination in which the standard software is to be used.
Any further use is not granted.

(3) The temporary or partial transfer of the standard software to third parties free of charge or against payment is prohibited.

§ 5 Final provisions

In all other respects, the General Terms and Conditions of our company shall apply without restriction.

General Terms and Conditions for Cloud and Managed Services of partimus GmbH

§ 1 Subject matter of the contract

(1) These General Terms and Conditions govern services that we offer in the area of our product range such as hardware(IaaS) or software(SaaS) or as part of a combination of products(hosting) or the provision of space in a data center(colocation).

§ 2 Obligations of the client to cooperate

(1) The client is obliged to support us by fulfilling the corresponding performance obligations.
In particular, it shall perform the necessary provision and cooperation obligations.
In particular, the following requirements must be fulfilled by the client:

• During the collaboration, the client shall designate in text form a responsible person and a representative who has the necessary decision-making powers and authorizations within the scope of the collaboration.
• In the event of error messages, the client shall inform us immediately of the malfunctions, stating the symptoms and problems.
  The following information must be provided by the client in text form:
• • Client
  • Contact person
  • Place of performance
  • Name of the fault
  • Extent of the performance impairment
• The client is obliged to provide us with the appropriate access to the product or software.
  For this purpose, the client is obliged in particular to establish the relevant connections.
• The client is obliged to ensure the necessary data security in this context and to prevent access by third parties.

§ 3 Colocation, IaaS

(1) We provide the client with the respective space in a data center so that the client can operate its own computers in our data center or a data center commissioned by us (colocation).
The client’s computers are connected to public data networks via our infrastructure and the client’s computers are supplied with electricity, temperature etc. to the required extent.
Details can be found in the respective order content.

(2) We shall provide the client with the designated IT infrastructure.
The designated interface to public data networks such as the Internet etc. shall also be made available to the client.
The products used shall be specified by us in the respective order content and may be replaced by us, provided that it is ensured that the replaced components have the properties required to meet the respective requirements.

§ 4 Hosting

(1) The client shall be provided with the ordered product, e.g. hardware in combination with the software specified in the respective contractual relationship (operating systems, firewall, virus scanner, etc.).
The interface to public data networks such as the Internet specified in the respective order content shall also be provided.
We will also provide the necessary supply services (energy, cooling, etc.) for the operation of the technical systems provided.

(2) We will maintain and repair the technical systems during the term of the respective order content.
Availability and maintenance windows will be communicated separately.

(3) The extension of the functions of the technical systems provided or the maintenance of compatibility with changing factual or technical requirements of the client are not part of the services owed.

§ 5 SaaS

(1) We shall provide the client with the designated software for the term of the contract.
The agreed version of the software shall be made available.

(2) We shall provide the client with the possibility of using the software with the necessary rights of use for the respective term of the contract.
The client is entitled to use the program exclusively for its own purposes and not to make it available to third parties for private or commercial purposes.
The client is also not entitled to grant third parties rights to sublease or further sublicense.

(3) The scope of functions results from the service description.

(4) The system environment at the client’s premises at the time the order is placed shall be decisive for the use of the software.
If the client decides to introduce a new operating system, the client shall not be entitled to demand that the software be adapted accordingly so that it also functions under the new operating system.

§ 6 Liability, warranty

(1) Insofar as the client attempts to gain access to the product via the Internet, the warranty provisions shall be governed by service contract law.
Thus, no warranty is given that the product can be accessed at any time.

(2) We guarantee the availability, i.e. the retrievability of the product at the connection point to the data center in which the server is operated, under the following conditions:

• We are entitled to rectify defects initially by repair or replacement free of charge.
• Termination by the client due to failure to ensure consumption in accordance with the contract is only permissible if we have been given sufficient opportunity to remedy the defect and this has ultimately failed.
  Failure shall be assumed if the service is impossible, if it is refused by us or delayed in an unreasonable manner, as well as if there are reasonable doubts regarding the prospects of success or if it is unreasonable for the client for other reasons.

§ 7 License terms

(1) The client shall receive the non-exclusive and revocable right to use the software provided for its own use within the scope of its business operations for the term of the respective contractual relationship.
Access to the software provided may only be made available to third parties with our express consent.
The right is transferred for a limited period for the duration of the respective contractual relationship.
The subject of this provision is the software provided in the version current at the time of conclusion of the contract, including all releases required to maintain the functionality of the software.

(2) If the client purchases firmware operating systems, firewalls, virus scanners and other products, the transfer of rights of use shall be governed by paragraph 1.
The general terms and conditions of the respective manufacturer shall be made available to the client upon conclusion of the contract and are thus an integral part of the contract.

(3) No further rights shall be transferred to the client.

§ 8 Managed Services

If the services agreed in the respective contractual relationship are to be qualified in accordance with the law on contracts for work and services, reference is made to the statutory regulations and to our General Terms and Conditions.
It should be noted that in the case of recurring or similar services, no repeated declaration of acceptance by the client is to be expected.
In these cases, completion shall take the place of acceptance.
It is the responsibility of the client to inform himself within the statutory regulations as to whether our services have been properly rendered.
Insofar as no complaints are made, our services shall be deemed to have been properly rendered.

In cases where acceptance is required under separate terms and conditions, acceptance must be recorded in writing or by e-mail.
Acceptance shall also be deemed to have been implied if the client puts our services into operation without asserting any significant defects.

§ 9 Final provisions

In all other respects, the General Terms and Conditions of our company shall apply without restriction.

Status: March 2024