Terms and Conditions

I Preamble with contents of General Terms and Conditions

1. The following General Terms and Conditions regulate the contractual relationships between the commercial trading

PennyPlanner GmbH

Breite Str. 27

40213 Düsseldorf

hereinafter referred to as PennyPlanner

and customers.

2. PennyPlanner available under the following contact data:

Phone: +49 211 2095842 20

Email: info@pennyplanner.io

3. Contractual language is German.

4. These Terms are issued for the purpose of facilitating international understanding in two language versions, namely English and German. In the event of disputes the German version shall be the Relevant, that is, in particular, that in the event of disagreement on the interpretation of individual clauses of these Conditions, the terms and definitions of the German law are crucial.

II General provisions for all services

1. Contract parties

1.1. Only entrepreneurs and juristic persons are accepted as cutomers.

2. Validity of these Terms and Conditions

2.1. These terms and conditions apply exclusively to all services provided by PennyPlanner.

2.2. Terms to the contrary are not recognized by PennyPlanner.

2.3. If the customer is a merchant, they apply for all future business relations even if not expressly agreed again.

2.4. PennyPlanner is entitled at any time to present an offer to amend or supplement these terms and conditions or the special terms and conditions for services. If the customer has chosen an electronic communication channel in the context of the business relationship, the changes or additions can also be offered in this manner.

2.5. Changes or additions must be accepted, potentially through the consent fiction regulated below.

2.6. The customer's silence only constitutes acceptance of the amendment offer (consent fiction) if:

2.6.1. The amendment offer is made to bring the contractual provisions in line with a changed legal situation because a provision of these terms and conditions no longer complies with the law due to a change in legislation, including directly applicable legal regulations of the European Union, or

2.6.2. It becomes invalid or may no longer be used due to a legally binding court decision, even if by a court of first instance, and

2.6.3. The customer has not rejected the amendment offer before the proposed effective date of the changes.

2.7. Customers will be informed in text form at the beginning of the period that the amendment or addition notification is considered accepted if they remain silent.

2.8. The consent fiction does not apply:

2.8.1. For changes to sections 2.2.4 to 2.2.7 of the terms and conditions, or

2.8.2. For changes that affect the main performance obligations of the contract and the fees for main services, or

2.8.3. For changes that are equivalent to concluding a new contract, or

2.8.4. For changes that would significantly alter the agreed-upon balance of performance and consideration to the detriment of the customer.

2.8.5. In these cases, PennyPlanner will obtain the customer's consent to the changes in another way.

2.9. If PennyPlanner makes use of the consent fiction, the customer may terminate the affected contract before the proposed effective date of the changes, free of charge and without notice. PennyPlanner will specifically point out this right of termination in the amendment offer.

3. Services, promised features and guarantees

3.1. PennyPlanner owes services with an industry state of the art at from time of the conclusion of contract.

3.2. PennyPlanner is not committed to expand the options of use according to the technical development for free without the conclusion of a maintenance contract.

3.3. The performance details and components are the result of the following listing (in descending order)

3.3.1. the contractual agreements,

3.3.2. the relevant service description,

3.3.3. the relevant special terms and conditions for services,

3.3.4. the relevant price list

3.3.5. the relevant specific terms of these terms and conditions

3.3.6. the relevant general terms of these terms and conditions.

3.4. Unless otherwise agreed, PennyPlanner owes services to be provided as separate from one another and single billable services.

3.5. If particularly described properties are assigned to products, these properties represent a specification that cannot be understood in terms of a guaranteed property or quality or durability. Relevant properties are not guaranteed and appropriate guarantees are not agreed.

4. Subject to alterations

4.1. PennyPlanner has the right to alter the benefits promised or deviate from this, if the change or deviation is reasonably compatible with the interests of PennyPlanner,, for the customer.

4.2. Modification or variation is reasonable, if the customer is not worse or better, or do not deviate significantly from the services.

5. Reservation of the right to rescind

5.1. PennyPlanner is entitled to withdraw from the contract by resignation or dismissal, if this is justified by the facts, as far as continuing obligations are concerned, PennyPlanner is entitled to ordinary termination without good cause. This does not affect the right of extraordinary termination.

5.2. PennyPlanner is entitled to withdraw from the contract by resignation or dismissal, if this is justified by the facts, as far as continuing obligations are concerned, PennyPlanner is entitled to ordinary termination without good cause. This does not affect the right of extraordinary termination.

5.3. Modification and variation is justified,

5.3.1. if a third party alters or stops its service offer, which PennyPlanner uses to provide their own services,

5.3.2. if the customer breaches its duty with regard to the goods supplied under retention of title,

5.3.3. if the customer provides false information about his credit,

5.3.4. in case of impossibility, force majeure, strikes, natural disasters and

5.3.5. for breaches of a customer unless the customer has been given a reasonable grace period for the duty.

5.4. In the event of unavailability of advance payment PennyPlanner undertakes to inform the customer immediately about the non-availability of the service and refund already made payments immediately.

6. Conclusion of contract

6.1. Promotion of the products on the Internet or in catalogs by PennyPlanner is an unbinding request to our customers to make an offer, which is subject to change. This also applies to “non-binding offers” termed letters of PennyPlanner.

6.2. The customer can place an order in writing, by telephone or in writing.

6.3. PennyPlanner can accept the offer either verbally or by written confirmation in writing or text form, or by delivery.

6.4. If the order confirmation from PennyPlanner differs from the offer of the customer, the confirmation represents a new offer. The acceptance takes place by the customer referring to the order confirmation.

6.5. PennyPlanner has the right to reject an offer.

7. Period of agreement and Termination

7.1. When there are continuing obligations,

7.1.1. concerning software, the term of the contract is initially 2 months and is extended by one month each, unless the contractual relationship is terminated in text form with a notice period of 6 weeks before the end of a term

7.1.2. The date of receipt of the notice at the contracting party shall be conclusive.

7.2. The parties may terminate the contractual relationship immediately, if there is an important reason. An important reason exists in particular if the customer is paying the system usage charge or a substantial part of more than 2 consecutive months in arrears or in a period extending over more than two months, with the payment of an amount that is reaching the system usage charge for two months.

8. Dates and deadlines

8.1. Service dates and periods for the start of the service are only binding if PennyPlanner expressly confirms them and the customer has met all the prerequisites for performing the service through PennyPlanner in good time.

8.2. For the beginning and the calculation periods, which are related to the term and the end of the contract (e.g., minimum contract periods), the date used in the order conformation for the first deployment of service takes effect.

8.3. In case of a responsible, unpredictable, unavoidable and an obstacle of service away from the influence of PennyPlanner, dates and periods move for an appropriate amount time.

8.4. If the service of PennyPlanner is delayed, the customer is only entitled to withdraw if PennyPlanner is responsible for the delay and an adequate period for the service delivery set by the customer has expired.

9. Delivery dates / partial delivery / delivery times / risk

9.1. Delivery dates declared by the customer, require our confirmation to be valid.

9.2. Partial deliveries are permissible if they are reasonable for the customer.

9.3. The beginning of the specified delivery period requires that the customer leaves all of the information, documents and other items as agreed. The delivery period is complied if the delivery item has left our factory or our warehouse, or we have informed the customer that the goods are ready until the deadline.

9.4. The delivery period is extended appropriately in the context of labor disputes, strikes and lockouts, or government regulations or orders, or if unforeseen obstacles that lie outside the control of assets of PennyPlanner occur, where such obstacles of evidence on the production or delivery of the products to be supplied object have considerable influence. This applies even if the circumstances arise in the supply.

10. General collaboration duties of the customer

10.1. The customer must provide all necessary information and documents to PennyPlanner from his sphere.

10.2. If the customer performs his obligation duties not, not in time or incomplete an is responsible for that

10.2.1. PennyPlanner can make an offer to provide these services itself instead of the customer,

10.2.2. the periods affected by the delay postpone adequate , if the these cannot be adhered.

10.2.3. Any claims for compensation from PennyPlanner and / or the right to terminate, if necessary, or to withdraw without prejudice are not affected.

10.3. Specific duties of collaboration arise, unless otherwise agreed, as a supplement to the provisions of the special conditions of contract above.

11. Defects Classification / Classification Process / Customer Participation

11.1. Unless otherwise agreed, as a part as the warranty and the service a distinction is made between the following four classes:

11.1.1. A service preventing deficiency exists when the use of the respective service is impossible or severely restricted.

11.1.2. A service interference deficiency exists when the use of that service is severely limited.

11.1.3. A slight deficiency exists when the use is possible with slight restrictions.

11.1.4. A service preventing defect exists, even if the slight deficiencies are resulting in a considerable restriction of the use of individual services.

11.1.5. No deficiency exists, but service preventing or –interference deficiencies occur.

11.2. PennyPlanner decides on the classification of the limitations encountered when service preventing, service interference and slight deficiencies or defect, with due to the account of the views of the customer.

12. Liability for defects

12.1. There is basically a legal defect liability law, unless otherwise provided.

12.2. PennyPlanner shall warrant that the services are free of defects that prevent the suitability for the contractual use or reduce.

12.3. A minor defect or significant reduction in functionality is irrelevant.

12.4. PennyPlanner is not liable for the consequences of improper handling, use, maintenance and operation of the goods or the consequences of normal wear and tear of wearing parts such as Batteries, Screen Protectors, printer ribbons, printer, color transparencies, printer paper or the failure to follow the operating instructions.

12.5. Defects liability claims by the customer shall not extend to the software or hardware that was changed by the customer or that he does not use in an agreed system environment, unless the customer proves that this use is not the cause of the reported shortage.

12.6. The reproducibility or detectability of the defects are required for the claims of the customer.

12.7. The customer has to check the good immediately after the delivery by PennyPlanner within purchase agreements and contracts for work and materials if possible in the ordinary course of business and an notify PennyPlanner. The customer has to send PennyPlanner the information useful for the detection in written, if no other form is agreed. He has to meet the measures which facilitate the identification of defects and their causes. If the customer fails to report, then the goods shall be deemed approved unless there is a defect which could not be detected in the report. If such a defect is discovered later, the announcement must be made immediately after the discovery, otherwise the goods will be considered in regard to this defect as approved. If PennyPlanner has fraudulently concealed the defect, PennyPlanner can not rely on those rules.

12.8. Moreover, the customer has to report the defects immediately, unless otherwise agreed. to form the error message. He has to meet the measures which facilitate the identification of defects and their causes.

12.9. Product specific warranty provisions are also included in the special provisions for special services. They are complementary and in the event of a conflict with the terms of these general rules of priority.

12.10. If liability is not excluded or not excludable by law, liability is limited to foreseeable, typical damage.

13. VEvent of default

13.1. In case of default, the customer can set an appropriate deadline to PennyPlanner for the service. A period is appropriate when it is measured at least 3 weeks. After this period, the customer can cancel the contract in whole or in part.

13.2. The customer is obliged to declare on the request of PennyPlanner, if he rescind from the contract because of the delay or if he insists of the service. This request has to be performed during the period referred to the first sub-paragraph of this section (Event of default) with a reasonable notice prior to its expiration. Until the receipt of the response at PennyPlanner, PennyPlanner is entitled to perform.

The following sub-numbers of this upper number (default) remain unaffected

13.2.1. If the customer is calling for compensation instead of the service and no date for the end of the loan periods is agreed in the contract, the duty of payment is limited to pay two times the monthly compensation for the affected product.

13.2.2. The right to the service is excluded if the customer has requested compensation instead of the service.

13.2.3. If there is a date for the end of a loan period provided in the contract, the compensation is limited to 8% of the total reward for the affected product.

13.3. Customer claims for compensation of lost profits are excluded.

13.4. The limitations will not apply where damages are affected from the loss of life, limb or health or claims under the Product Liability Act or guarantees are concerned. The liability for breach of duties, which makes the proper execution of the contract possible and which compliance is expected regularly by the customer shall not be affected. The same applies to breaches of PennyPlanner vicarious agents.

13.5. Product Specific provisions are also included in the special provisions for special services. They are complementary and in the event of a conflict with the terms of these general rules of priority.

13.6. If liability is not excluded or turns out to be not excludable by law, liability is limited to foreseeable, typical damage.

14. Other Liabilities

14.1. The liability is finally covered for delay under the overall number of delays and defects liability under the Upper Section of liability for defects.

14.2. In addition, PennyPlanner shall be liable for damages as follows:

14.2.1. for material damage up to 100,000 € per contract;

14.2.2. liability for financial loss is limited to 100,000 € per contract.

14.2.3. Claims for lost profits are excluded.

14.3. The limitations will not apply if damages from the loss of life, limb or health or claims under the Product Liability Act are affected or guarantees are concerned. The liability for the breach of obligations, which makes the proper execution of the contract in the first place and which the customer can usually trust to shall remain unaffected. The same applies to breaches of PennyPlanner agents.

14.4. In negligent property and financial losses, we are only liable for breach of a contractual obligation, but the amount is limited to the conclusion of the contract and foreseeable contractual damage.

15. Rights of use

The rights of use arise from the special provisions for special services.

16. Limitation

Claims under the upper digits of liability for defects, delay, other liability prescribe in a period of 3 years from the knowledge, but not later than 5 years after delivery, unless nothing else addicts from the special provisions for special services.

17. Compensation

17.1. The amount of compensation, the due date and billing are resulting from the contract and the special provisions for special achievements of the terms and conditions.

17.2. Prices are ex-factory and exclude VAT.

17.3. Unless otherwise agreed, invoices are due immediately without deduction.

17.4. The package is derived from the contract.

17.5. If an upstream supplier of PennyPlanner increases or decreases a price with effect for PennyPlanner, PennyPlanner passes it to the customer.

17.5.1. Increases are excluded, if delivery dates within 4 months after the contract are agreed. If the price increase is of over 10% compared to the previously prevailing price, the customer can cancel within 30 days of their release from the contract.

17.5.2. Reductions are passed from PennyPlanner to the customer without notice.

17.6. If a price adjustment is agreed with continuous obligations for services, unless otherwise agreed the following applies:

17.6.1. An increase considers earliest 9 months after delivery of the product, further increases are considering earliest 9 months after the effective date of the previous increase.

17.6.2. An increase will take effect three months after the announcement.

17.7. Insofar coast accounting on basis of actuals is agreed, daily rates are calculated by, travel costs and incidental expenses depend on the current price list of PennyPlanner, unless otherwise agreed.

17.8. Per calendar day will not be paid more than a daily rate, unless otherwise agreed. An agreed daily rate can only be charged if at least 8 time hours were worked. If less than 8 hours are done per day, they are proportional to invoice. Commenced hours are paid as full hours, if an hourly rate is agreed.

18. Billing

18.1. PennyPlanner is entitled to send invoices as a pdf bill via e-mail (e-billing).

19. Privacy / Secrecy

19.1. The customer is responsible to provide PennyPlanner all information, legal requirements and knowledge which are required for the observance of data protection and confidentiality.

19.2. Before handing over a volume to PennyPlanner, the customer is responsible for the deletion of data worth being protected, unless otherwise agreed.

19.3. The customer and PennyPlanner ensure that all persons entrusted with the processing or fulfillment of the contract observes the legal provisions and the privacy. The obligation required under data protection law on privacy has to start before the first start of the activities and has to be proofed if requested.

19.4. The customer and PennyPlanner ensure that all technical and organizational measures are taken which are necessary to ensure the implementation of the provisions of the foregoing sub-paragraph.

19.5. The customer and PennyPlanner may cancel the contract in whole or in part if they comply with the obligations fault within a reasonable period or violate privacy regulations intentionally or grossly negligent.

19.6. The customer and PennyPlanner are obliged to handle all information obtained in the framework of the contract confidential information, business and trade secrets confidential, particularly not to pass them on to third parties or otherwise as to contractual purposes.

19.7. PennyPlanner is allowed to include the name of the customer and a brief description of the service provided in a reference list. All other advertising information to the customer are discussed in advance with him.

20. Textual form

The contract and any amendments thereto, and all contract-related statements, disclosure and documentation requirements must be in textual form, unless another additional form is agreed.

21. Contractual exclusion of setoff

The customer is not entitled to set off its claims against payments due, unless the claims are undisputed or legally binded.

22. Applicable Law, Place of Jurisdiction and Ancillary Agreements

22.1. The contract including these General Terms and Conditions is subject to substantive law of the Federal Republic of Germany. The provisions of the Vienna UN Convention dated 11th April 1980 on Contracts for the International Sale of Goods (CISG) shall not apply.

22.2. In case of disputes, the registered office of PennyPlanner shall be the place of jurisdiction if

22.2.1. The customer is a merchant or

22.2.2. the customer has no general jurisdiction in the Federal Republic of Germany or

22.2.3. the customer is a legal entity under public law.

22.3. PennyPlanner is entitled to sue in any other jurisdiction provided by law.

22.4. No ancillary agreements have been made.

23. Salvatorius clause

23.1. If any provision of the contract or these terms and conditions become invalid, the validity of the remaining provisions shall not be affected.

23.2. The parties will cooperate to replace invalid provisions by regulations which comply with the invalid provisions, as far as possible.

III Special provisions for individual services

1. Provisions for the transfer of software

1.1. General provisions for the transfer of software

1.1.1. Subject of the contract

1.1.1.1. The following conditions apply to the transfer and use of software in each case the version licensed in the contract.

1.1.1.2. They do not apply for additional services such as installation, integration, configuration and customization of the software to meet customer needs.

1.1.1.3. Proper data backup is up to the customer, unless otherwise agreed.

1.1.2. The nature and extent of the service

1.1.2.1. PennyPlanner provides the software to the customer with the provisions of the contract.

1.1.2.2. The documentation of the software can be delivered in German and printed or printable form, unless otherwise agreed.

1.1.2.3. The software was checked at an appropriate time before each delivery to the customer (so there is a delivery) with a current anti-virus program PennyPlanner said that the review found no evidence of damage functions in the software.

1.1.3. Rights of use

1.1.3.1. Software is protected by copyright.

1.1.3.2. Software is provided to the customer for its intended use. The scope of the intended use and the type and extent of the rights arise from the agreement and these terms and conditions.

1.1.3.3. The intended use is determined by the system and operational environment of the software at the time of initial assignment. In the case of porting software to hardware, purchased to a later date, it can lead to use restrictions that must be cleared for payment.

1.1.3.4. The Customer commits to ensure the use of the software with appropriate technical and organizational measures.

1.1.3.5. The customer is entitled to make a copy of the software for backup purposes. The proper backup copies of software are serving part of their intended use.

1.1.3.6. Use in a system environment different than agreed requires the consent of PennyPlanner. If a system environment defined in the contract is not operational, the temporary use of another suitable one is permitted until the error in any other suitable environment is fixed.

1.1.3.7. The customer agrees, to avoid to bring the software into another code form, unless that it is allowed by the copyright regulations.

1.1.3.8. PennyPlanner informs the customer about in the software copying- and use-locks, as far as they are known.

1.2. Special provisions for the transfer of software

1.2.1. Temporary Use of Software (rent / SaaS / Test- and Demonstration-purposes)

1.2.1.1. Rights of use

If no other right if use are agreed, PennyPlanner grants the customer the following rights of use to the software:

1.2.1.1.1. the non-exclusive right of use

1.2.1.1.2. the right of use in system environment agreed in the contract,

1.2.1.1.3. the non-transferable right of use

1.2.1.1.4. the temporary and terminable right of use.

1.2.1.1.5. The same applies to the provision for test and demonstration purposes for the period of testing or demonstration.

1.2.1.2. Duration and termination of rights of use

1.2.1.2.1. The duration of the transfer of the software results from the contract.

1.2.1.2.2. In the event of termination, the customer is required to delete the originals of the software affected by the termination, including documentation and all copies and return them to PennyPlanner. At the request of PennyPlanner, the customer makes a statement about the cancellation. The customer is entitled to retain a copy of the software for testing and archival purposes, if an appropriate agreement was reached in the contract.

1.2.1.2.3. The other statutory provisions shall remain unaffected.

1.3. Servicelevelagreements

1.3.1. The customer can agree with PennyPlanner, within which time the services are to be provided.

1.3.2. Unless otherwise agreed, PennyPlanner will react to the notification of a defect by the Customer within the following time limits ( "Response Times"):

1.3.2.1. In the event of preventing the operatin, within 4 hours after receipt of the notification.

1.3.2.2. In the event of malfunctions within 8 hours of receipt of the notification.

1.3.2.3. For other defects within one business day after receipt of the notification.

1.3.3. Unless otherwise agreed, PennyPlanner will remedy any deficiencies within the following periods ( "Elimination Periods"):

1.3.3.1. Preventive defects within 2 business days after receipt of the notification.

1.3.3.2. Operational defects within 5 working days after receipt of the notification.

1.3.3.3. Other defects within 10 business days after receipt of the notification, but at the latest with the next program version of the software.

1.3.4. If it is foreseeable that a defect can not be remedied within the periods defined above, PennyPlanner will provide a workaround ("workaround") within the time limits specified therein.

1.3.5. Precondition for the beginning of the respective times is that the customer

1.3.5.1. uses the ticket system provided by PennyPlanner,

1.3.5.2. uses the provided service telephone number to display the respective defect also by telephone and

1.3.5.3. that the hardware on which the deficient software is located has been placed in an environment that PennyPlanner can access and update. For this purpose,

1.3.5.3.1. that the terminals are placed in a WLAN environment accessible to PennyPlanner

1.3.5.3.2. hat the end users must participate, with the responsibility for the customer's contribution to the customer's contribution.

1.4. Hosting services

1.4.1. Performance obligations

1.4.1.1. PennyPlanner guarantees an availability of the server of 99% annual average. This does not include times when a server is not reachable due to technical or other problems that can not be influenced by PennyPlanner (force majeure, third party, etc.). PennyPlanner can restrict access to the services if the demand for network security, the maintenance of network integrity, especially the avoidance of serious disturbances of the network, software or stored data requires it.

1.4.1.2. The customer has no right to have the same IP address for the entire contract period.

1.4.1.3. If PennyPlanner is in default with service, the customer is only entitled to cancel the contract if PennyPlanner does not meet a reasonable grace period set by the customer. The deadline must be in writing. The written form can be replaced by electronic form, if the customer adds his name to the Declaration and provides the electronic document with a qualified electronic signature in the Signature Act. The grace period must be at least three weeks.

1.5. Liability

1.5.1. PennyPlanner is liable for damages under the general provisions of these terms and conditions.

1.5.2. In the scope of the Telecommunications Customer Protection Ordinance (TKV), the liability provisions of § 7 paragraph 2 TKV are unaffected in any case.

2. Other services

2.1. Kind and size

2.1.1. PennyPlanner provides other services on the offered terms.

2.1.2. The customer bears the responsibility for the project and the success.

2.1.3. Services in the meaning of a contract to produce a work are not included in the offer.

2.1.4. PennyPlanner provides its services at the current state of the art and by qualified staff to provide the service.

**2.2. Collaboration between PennyPlanner and the customer

2.2.1. Contact persons are only the mentioned contact persons.

2.2.2. The customer will submit requests for the service to the named contact person and does not give any instructions to other persons employed by PennyPlanner.

2.2.3. The persons appointed by PennyPlanner do not enter any employment relationship with the customer, even if they provide services on its premises.

2.3. Exchange of persons

2.3.1. If a person is replaced by another person and a training is required, this is at the expense of PennyPlanner. When choosing, PennyPlanner will take care of the interests of the customer.

2.3.2. The Customer may request the replacement of a person with a ground to perform the contract demand, if the personit has failed repeatedly and seriously violate contractual obligations. The costs associated with the replacement costs are charged to the customer.

**2.4. Rights embodied in the service results

2.4.1. PennyPlanner grants the Customer a nonexclusive, temporary, revocable, non-transferable right to use the services provided under the offer to use embodied service results, unless this is the purpose and application range of the offer.

2.4.2. These rights include the agreed interim results, training materials and tools.

2.4.3. Deviations from these terms and regulations require the agreement.

2.5. Participation by the Customer

2.5.1. The customer will assist in the provision of PennyPlanner services appropriately.

2.5.2. He will make the complete and necessary information and documents available in a timely manner. Any further participation must be agreed separately.

2.6. Compensation

2.6.1. A compensation for expenses listed in the offer, is the pay for the amount of time of the services, unless otherwise agreed.

2.6.2. Material costs will be paid separately.

2.6.3. Periods of waiting caused by the customer are paid as working hours.

2.6.4. PennyPlanner creates monthly bills afterwards, unless otherwise agreed.

2.6.5. A compensation for expenses is due upon receipt of a verifiable bill, unless another form of service report is agreed. The performance record shall also be approved if and when the customer does not submitted any objections within 7 calendar days after receipt of objections.

2.6.6. A fixed price offered in the offer, is the pay for all contracted services, unless otherwise agreed. A fixed price is due after the complete rendering of the service, unless otherwise agreed. Prerequisite for the travel times.

2.6.7. Travel costs and incidental expenses are reimbursed in accordance with the agreements.

2.7. Performance quality disturbance

2.7.1. If the service is not provided under the contract or is faulty and PennyPlanner is responsible, PennyPlanner is obliged to provide the services according to the contract at no additional cost to the customer within a reasonable time. A period is appropriate when it is measured at least 3 weeks.

2.7.2. The prerequisite is a reprimand of the customer, which must occur immediately, within 1 week after the latest knowledge.

2.7.3. If the offered Service fails complete or in major parts for reasons caused by PennyPlanner within an appropriate extension explicitly set by the customer, the customer is entitled to terminate the contract.

2.7.4. In this case, PennyPlanner has the right to compensation for the service provided up to the effective date of termination.

2.7.5. This compensation is not payable for those services where the customer can proof within 3 weeks after termination of the declaration that they are not available to him or without interest.

2.7.6. The right of extraordinary termination for good cause remains unaffected.

2.7.7. Further claims by the customer due to performance quality problems are excluded.

2.7.8. The limitations of liability shall not apply to intent or gross negligence and not for the injury to life, limb or health or for claims under the Product Liability Act, or if guarantees are concerned. The liability for breach of duties, which makes the proper execution of the contract in the first place and may rely on their compliance with the customer, shall also be unaffected. The same applies to breaches of PennyPlanner agents.

2.8. Changes in the service

2.8.1. The customer can demand a change of the service after the conclusion of contract as part of the performance of PennyPlanner for payment, unless this is unreasonable for PennyPlanner.

2.8.2. The amendment process must be documented, unless otherwise agreed.

2.8.3. PennyPlanner has to notify the customer within 15 days whether the change in demand for them is not reasonable or not feasible.

2.8.4. The amendment request is reasonable and practicable, PennyPlanner notifies, whether a comprehensive examination is required or not.

2.8.5. If an extensive review of the request for change is required, PennyPlanner has to simultaneously submit a corresponding test range offer with information about the compensation.

2.8.6. The customer will either accept or reject the testing offer, within 10 days.

2.8.7. If an extensive review of the requested change is not required, PennyPlanner has to present either a realization offer of quoting performance period, scheduled appointments and effects to make the payment or agree to carry out the proposed changes.

2.8.8. The customer will accept offer of PennyPlanner within the offer validity period or reject it.

2.8.9. Agreed changes to services must be documented by appropriate binding adjustments of the offer.

2.8.10. The customer and PennyPlanner may agree that the services affected by the change request will be suspended until the necessary adjustment of the contractual agreements. If the necessary adjustments of the agreements were not reached within the offered validity period of offer realization, the work shall proceed on the basis of the contract. The performance period shall be extended by the number of working days that were a result of the request for change or review of the request for change, the work stopped. PennyPlanner may require a compensation expense or an appropriate increase of the agreed fixed price for the duration of the interruption, except that employee of PennyPlanner could be otherwise used or malicious use has failed in the time of the interruption.

IV Definitions

Acceptance

Acceptance in accordance with § 640 BGB.

Part Payment

Particial Payment of the agreed fee before before maturity. A claim for part payments may be agreed in EVB-IT system contracts.

Adaptation Programming

see Customizing

Installation of hardware

Unpacking and installing of the hardware, connecting to the grid at the customer and testing the device.

Decommissioning

A decommissioning occurs when the contractual hardware is not installed by Customer or its agents or operated by third parties for him.

User supplied system components

The user supplied system components form the entire system with the components developed or delivered by PennyPlanner. The user supplied system components can both parts of the customers existing system environment at the time of the contract conclusion as well as later occurring components of the customer to perform its services as agreed.

Standby time

Times when PennyPlanner receives (error-) messages (usually the business hours of PennyPlanner

Serviceability

The system or the partial delivery is contractual available to the customer. As part of system services, the serviceability refers only to the agreed system components if the system service is not agreed for the whole system.

CISG

United Nations Convention on Contracts for the International Sale of Goods

Customizing

Customizing of software or system components to the agreed requirements for system supply or maintainance of operational readiness (eg, configuration of system components to achieve operational readiness).

Data protection, proper

Backup includes all technical and / or organizational measures to ensure the availability, integrity and consistency of the systems, including data stored on these systems and data used for processing purposes, programs and procedures. Proper data backup means that the measures taken permit depending on the data sensitivity immediate or short-term restoration of the status of systems, data, programs or procedures to recognized impairment of the availability, integrity and consistency due to a damage-acting event, the measures include at least the production and testing of the reconstruction capability of copies of software, data and procedures in defined cycles and generations.

DData loss

Loss (deletion) or loss of integrity and consistency of data.

Operational environment

Hardware and system software (including communication services), where the standard software is used at the customer, and their locations.

Remote maintenance

Services of maintenance of software and hardware with no local presence (eg, remote data transmission).

Warranty period

That means the statute of limitations in terms of the legal provisions.

Custom Software

Software programs, program modules, tools, etc. that were created to fulfill a contract for the needs of clients of PennyPlanner including the related documentation. This includes adaptations of standard or custom software on the source-level, but not customizing.

Individualsoftware

Softwareprogramme, Programm-Module, Tools etc., die zur Vertragserfüllung für die Bedürfnisse des Kunden von PennyPlanner erstellt wurden einschließlich der zugehörigen Dokumentation. Hierzu gehören auch Anpassungen von Standard- oder Individualsoftware auf Quellcodeebene, nicht jedoch Customizing.

Installation

All necessary measures for the introduction of the software in the agreed system environment and to achieve the agreed executability of the Software, including all necessary checks and controls to create the overall system and to achieve operational readiness.

Maintenance

Measures for the preservation and restoration of the target state, and to identify and assess the actual situation. The measures include:

Inspection: measures to identify and assess the actual condition,

Repair: Measures to restore the required condition,

Maintenance: Measures to maintain the required condition.

Integration

Integration of system components in the agreed system environment or system components and materials provided to each other.

Key-User

Employee of a company which launches a new software. The Key-User is specialized in the software, supervises it and trains colleagues.

Configuration

Parameterization of function variables and control data of system components to the agreed system environment to build the entire system and to achieve operational readiness.

Copying or barrier of use

Measures to restrict the copiability and / or possible use of a system component

Delivery

Generic term of system delivery and partial deliveries

Cost of materials

Expenses of PennyPlanner for the use and consumption of raw materials, supplies and other products as part of service delivery.

Minimum contract period

The period during which a notice of dismissal is excluded.

Additional costs

Expenses of PennyPlanner which are necessary for the provision of goods and services. They are not included in the agreed remuneration and are neither travel nor material costs

Rights of use

Rights granted to licensee by the licenser.

Use of hardware, intended

A proper use of hardware is given in compliance with the particular hardware of the environmental conditions, guidelines for installation, operating and care instructions, specified by PennyPlanner

Parameterization

The customization of software, most standard software on the users requirements by setting the attributes within the software.

Patch

Correct a deficiency and / or a disruption in the software

Program correction

Generic term for bypass, patch, update, upgrade and release / version, including any related documentation.

Object code

Interim results of a compiler and source code compilation process of a program.

Lump sum fixed price

Includes the construction price, the bid price for system services, the bid price for the further development and adaptation of the overall system as well as the bid price for other services, in each case if a fixed price was agreed.

Program status

Generic term for patch, update, upgrade and release / version.

Source code

Code of a program in the version of the programming language.

Reaction time

Period to commence within PennyPlanner has to begin with the fault or defect rectification work. The period begins with receipt of the fault or defect report within the agreed service hours and will run during the agreed service hours.

Reaction period

Period within PennyPlanner has to begin the repair work. It begins with the receipt of fault report within the agreed service hours and takes place only during the agreed service hours.

Traveling expenses

Expenses of PennyPlanner for arrival and departure to the place of the agreed services, if not equal to the service office, which normally are not part of the cost of manpower. Expenses may include: travel expenses, overnight accommodation allowance, additional travel costs, etc.

Release/Version

New stage of development of standard software, which differs considerably from the previous release or version of the function and / or range of data (such as 4.5.7 5.0.0 Æ)

SaaS

Software as a Service = rent within the meaning of § 535 BGB of software

Defect as to quality

Definition of "defect as to quality" in § 434 BGB.

Compensation for damages instead of service

Instead of compensation for damages instead of performance a replacement for expenses can be d is required under § 284 BGB.

Damage function

Unwanted function by the user, which can endanger the availability of data, resources or services, data confidentiality or integrity of data inadvertently or intentionally.

Rights

Intellectual property rights or copyrights.

Damaging software

Software with not agreed function, which at least has the purpose to compromise the integrity of data or to interfere the availability of data, resources or services, the confidentiality of data or, for example Viruses, worms, Trojan horses e.g.

Service times

Times within which the customer is entitled to contractually agreed services by PennyPlanner.

Software

Generic term for standard software and custom software.

Software installation (installation)

Induction of software performance on a given hardware according to an agreed procedure.

Software integration (integration)

The coupling of different software systems (standard software or custom software) into an overall system between previously separate software systems, where data and information are exchanged active, process-oriented and automated.

Standard Software

Software programs, program modules, tools, etc. that have been developed for the needs of a majority of consumers in the market and not specifically for the clients of PennyPlanner including the related documentation.

Disturbance day

Everyone on the course of the reaction period following calendar day within the agreed service hours, at which the hardware and / or the software cannot be used as intended.

System component

Part of the system, e.g. Hardware or standard software. This includes on the basis of the contract surrendered new program patches.

System environment

Technical, geographic and professional organizational environment in which the deliverable system is integrated.

Rights

Intellectual property rights, copyrights and neighboring rights.

Partial delivery

Delivery of a part of the system.

Teleservice

Services in exercise of technical facilities for remote communication from a location outside of the location of the system.

Teleservice Teleservice performance

Care services that are provided by means of agreed communication facilities and appropriate communication services from a remote location and where the customer holds the necessary infrastructure (cables, modems).

Teleservice Agreement

The Teleservice Agreement describes the technical and organizational arrangements for carrying out maintenance work by telecommunication services across networks.

Textual form

Textual form for the purposes of these General Terms and Conditions, is the statement of intent in a deed or in another, for the permanent reproduction in writing appropriate manner, that makes the name of the person making the statement and the conclusion of the statement by signature or otherwise identifiable.

Interim solution

A solution that helps bridge the cancellation of the customers hardware and / or software to the repair of PennyPlanner. The bridge gives the customer the ability to achieve the same functional results as with the work affected by the disordered hardware.

Bypass

Temporary bridging of a defect in the standard software without interfering with the code (source or executable code).

Workaround

Temporary bridging of a defect and / or a disturbance in the standard software.

Hardware transfer

Shift from hardware to a new location.

Update

Bundling of multiple defects fixes and / or fault fixes and minor functional improvements if necessary and / or modification of the standard software (eg Æ 4.1.3 4.1.4).

Upgrade

Bundling of multiple defects fixes and / or fault fixes and more functional than minor enhancements and / or modification of the standard software (eg 4.1.3. Æ 4.2.0).

Version/Release

see Release / Version.

Contract completion date

Date, PennyPlanner has done everything agreed, that the customer can explain the decrease. This means in particular that the total system is already on the date of declaration of operational readiness and essentially free of defects, providing that the customer has the time to do the functional test by the contract completion date.

Delay-Day

Each calendar day, with which PennyPlanner is exceeded in default after the time limit.

On-site Service

Maintenance services that are provided at the location of the standard software, if not agreed upon a different point of delivery.

Pre-installation

Pre-installation of the (standard) software on a given hardware prior to delivery.

Removable media

A media that can be changed according to manufacturer's specification by the user, this includes for example Removable disks, CDs, tape cassettes / magnetic volumes, USB sticks, SD cards.

Tool

Tools for the development, management and maintenance of software.

Recovery time

Period within which PennyPlanner has to successfully complete the problem or defect rectification work. The period begins with receipt of the fault or faults message and runs only during the agreed service hours.

Additional delivery

Further, after the conclusion of contract agreed delivery (eg call option other hardware).