Inventcom develops specialist software for the integration of technical devices with EDP.
1.1 The following terms apply to all Software Services and Software Service Agreements concerning the use of support services for the software created by Inventcom and supplied to the customer. The terms of the End User License Agreement (EULA) for Inventcom software shall apply where mentioned in these terms and conditions for support services.
1.2 Any provisions deviating from, or conflicting with these terms and conditions, in addition to any standard terms and conditions used by the customer, shall not form part of any contract concluded between the customer and Inventcom, unless Inventcom expressly agrees to such terms in written form.
2 Support Services
Inventcom shall provide support services as follows:
2.1 Inventcom shall advise the customer in response to individual questions relating to the installation and utilisation of the Software. For support purposes, Inventcom shall be available to the customer at the following times and days (with the exception of statutory holidays): Monday through Thursday from 9:00 AM to 12:00 AM and 01:00 PM to 5:00 PM plus Friday from 9:00 AM to 12:00 AM (Times are GMT+1 = Eastern Standard Time EST+6)
2.2 Support shall be given by E Mail.
2.3 The advice given by Inventcom shall be restricted to replying to individual questions. General explanations concerning the operation of the Software (individual training) do not form part of the service provided.
2.4 The advice given shall be restricted to the current version of the Software. The current version of the Software is the version of the Software, which is available to download from Inventcom’s servers at the day on which the individual question is received by Inventcom.
3 Customers Obligation to Cooperate
3.1 The customer shall assist Inventcom, to a reasonable extent, in the fulfilment of the contractual obligations.
3.2 In the event of encountering problems in the installation or utilisation of the Software by the customer, the customer shall, to the best of its abilities, assist Inventcom in the analysis of the problem, in particular by monitoring any symptoms as well as providing detailed observations relating to the hardware and system environment and describing the problem to Inventcom by providing appropriate information.
3.3 The obligations as mentioned above constitute a material contractual obligation.
4 Service Fee; Adjustment of Fee
4.1 The customer shall pay the service fee agreed in the Software Service Agreement for the support services specified in section 2 of these terms and conditions.
4.2 Expenses incurred by Inventcom in connection with installation of the Software on another computer or operating system, in the provision of additional documentation, in examining the accuracy of settings conducted by the customer using the Software, as well as any travel costs and other expenses which may arise in association with such actions, are not included in the service fee. These expenses are to be borne by the customer and shall be paid separately.
4.3 If Inventcom increases or decreases the usual fees charged for Software Services in general, Inventcom shall be entitled to increase or decrease the license fee payable by the customer following a notice period of three months to the end of a calendar quarter. The customer shall remain entitled to terminate the Software Service Agreement after receiving notice of the adjustment of fees by giving the necessary notice of termination in accordance with section 7.2 of these terms and conditions.
4.4 Unless agreed otherwise, all prices relating to support services of Inventcom are exclusive of value added tax (VAT).
5.1 Inventcom warrants that the support services provided will not be affected by defects which impair their suitability. Unless agreed otherwise (either in these terms and conditions or in another agreement between the parties), Inventcom shall be liable for defects in the supplied support services in accordance with the statutory provisions concerning service contracts (Section 611 et seq. of the German Civil Code).
5.2 In the event that a defect is not remedied within a reasonable amount of time, the customer shall be entitled to grant Inventcom a reasonable and fixed period of time to remedy the defect. If the defect is not remedied within the fixed period, the customer shall be entitled either to a deduction in the service fee or to terminate the Software Service Agreement without notice.
5.3 All claims relating to defects shall be subject to a limitation period of one year (the warranty period).
6.1 With regard to the liability of Inventcom, the terms set forth under section 13 of the End User License Agreement (EULA) for Inventcom Software shall apply accordingly.
7 Duration of the Contract and Termination
7.1 The obligation to provide the support services shall commence with the conclusion of the relevant Software Service Agreement and shall continue for an undetermined time.
7.2 Either party may terminate the Software Service Agreement by giving the relevant notice. For the purposes of this section, the relevant notice period to be provided by the customer shall be six weeks to the end of a calendar quarter; and the relevant notice period to be provided by Inventcom shall be three months to the end of a calendar quarter. If the Software Service Agreement specifies a minimum duration of the contract (“Minimum Term”), the termination may not take place prior to the expiry of such a period.
7.3 Each party’s right to terminate the Software Service Agreement for cause without notice for a compelling reason remains unaffected. In particular, Inventcom shall be entitled to terminate the agreement for cause without notice for a compelling reason if the customer is in sustained breach of its obligation to cooperate in accordance with section 3 of these terms and conditions and to require Inventcom’s continued adherence to the contract would be unreasonable. The same entitlement shall arise in the event that the customer fails to pay the service fee in accordance with section 4 of these terms and conditions and remains in default of payment.
7.4 In the event that several software products form the subject matter of the Software Service Agreement, either party may terminate the Software Service Agreement to the extent that it relates to an individual software product (partial termination).
7.5 Any notice of termination must be in written form.
8.1 If the customer is dealing as a business, the legal venue for all disputes arising out of or in connection with these terms and conditions is Munich, Germany.
8.2 If the customer is dealing as a business, the place of performance for all duties and obligations arising from contracts between Inventcom and the customer shall be the registered office of Inventcom.
8.3 German law shall exclusively govern agreements between Inventcom and the customer; the UN Convention on Contracts for the International Sale of Goods (CISG) shall not apply.
8.4 If any provision of these terms and conditions for support services is, or later becomes, invalid, the validity of the remaining provisions shall remain unaffected.