General Terms and Conditions for IDABUS Software Solutions Between Customer and IDABUS D.O.O. -hereinafter IDABUS-   Proof of change Document-Changes Changed chapters Changing notes Editor State Nr. Date Version 1 1.8.2021 1.0 Finale Version Rüdiger Berndt Final Approver Name Approved version Position Date Rüdiger Berndt 1.0 Managing Director 1.8.2021 Document references Document Link - -   TABLE OF CONTENTS I. PREAMBLE 5 II. GENERAL PROVISIONS 5 § 1 APPLICATION AND PRIORITY RULE 5 § 2 PERSONNEL OF IDABUS 5 § 3 DUTIES OF FELD:CUSTOMER TO COOPERATE 6 § 4 RESPONSIBILITY FOR EMPLOYEES 7 § 5 RIGHTS OF USE TO CONTRACTUAL SERVICES AND DEVELOPMENTS 7 § 6 WARRANTY 7 § 7 LIABILITY 8 § 8 CONFIDENTIALITY 9 § 9 DATA PROTECTION (PRIVACY) 10 § 10 SET-OFF AND ASSIGNMENTS 10 § 11 REMUNERATION 10 § 12 MAINTENANCE REPORTS, AUDIT 11 § 13 FINAL PROVISIONS 11 III. SPECIAL PROVISIONS FOR SOFTWARE PURCHASE 12 § 1 SUBJECT MATTER OF THE AGREEMENT 12 § 2 RIGHT OF USE AND RESTRICTIONS OF USE (LICENSE) 12 § 3 TRANSFERABILITY OF PURCHASED SOFTWARE 13 IV. SPECIAL PROVISIONS FOR SOFTWARE SUBSCRIPTION 14 § 1 SUBJECT MATTER OF THE AGREEMENT 14 § 2 RIGHT OF USE AND RESTRICTIONS OF USE (LICENSE) 14 § 3 TERM AND TERMINATION 14 V. SPECIAL PROVISIONS FOR MAINTENANCE AND/OR SERVICING 14 § 1 DELIVERY OF UPDATES AND UPGRADES 14 § 2 HOTLINE SERVICE 15 § 3 COOPERATION OF THE CUSTOMER/DATA BACKUP 15 § 4 SERVICES NOT ENCOMPASSED BY THE SERVICING 16 § 5 RIGHTS OF USE TO SERVICING SERVICES 16 § 6 REMUNERATION 17 § 7 TERM OF THE AGREEMENT AND TERMINATION 17 VI. SPECIAL PROVISIONS FOR SUPPORT 17 § 1 SUBJECT MATTER OF THE AGREEMENT ON SUPPORT 17 § 2 ON-SITE JOBS 18 § 3 REMUNERATION 18 § 4 TERM, TERMINATION 18 VII. SPECIAL PROVISIONS FOR SERVICES 18 § 1 SUBJECT MATTER OF THE AGREEMENT 18 § 2 TERM, TERMINATION 19   I. Preamble These General Terms and Conditions of Business for IDABUS Software Solutions (hereinafter “GTC” or “General Terms and Conditions of Business”) provide the general rules for the cooperation between IDABUS and Feld:Customer. The specific performance duties are defined in separate individual agreements to which these General Terms and Conditions of Business apply. II. General Provisions The following general provisions shall be applicable to this agreement and all individual agreements between the parties, unless regulations providing otherwise are adopted in individual agreements. § 1 Application and Priority Rule (1) These General Terms and Conditions of Business shall be applicable to all individual agreements and their annexes (hereinafter “Agreement”) entered into between the parties, which refer to these General Terms and Conditions of Business. (2) In case of discrepancies between these General Terms and Conditions of Business and the corresponding individual agreements, the provisions of the individual agreements shall have priority; provisions contained in annexes shall have priority over the provisions set forth in the agreements. The special provisions of these General Terms and Conditions of Business (as of Part II) shall have priority over the General Terms and Conditions of Business in Part I. (3) The categories of individual agreements specified as of Part II (e.g. support, servicing etc.) are not conclusive. (4) General terms and conditions of the parties apart from this agreement shall not become integral parts hereof. (5) General terms and conditions of Feld:Customer. inconsistent with these General Terms and Conditions of Business shall be invalid and objection is hereby raised against them; they shall not bind IDABUS although IDABUS were not to object once again at the time of signing the agreement. The delivery of a confirmation of order by Feld:Customer shall not be deemed acknowledgement of its general terms and conditions of business either. Likewise, non-confirmation shall not be deemed implied acknowledgement of the terms and conditions of Feld:Customer. § 2 Personnel of IDABUS (1) IDABUS is free to select the persons to perform the service. IDABUS makes sure that the persons it assigns to perform the service are sufficiently qualified. If and to the extent in which IDABUS identified the persons by name to Feld:Customer whom IDABUS intends to assign for the performance of the service, that will be in accordance with the planning status at the time of the identification by name. Feld:Customer shall not be entitled to claim the assignment of the identified persons. (2) IDABUS will make an effort for continuity with regard to the persons assigned to Feld:Customer under this agreement. IDABUS will inform Feld:Customer of an exchange of the assigned persons in advance at an early stage if possible. The newly assigned persons will meet at least the requirements set out in paragraph 1 above. (3) If the qualification of the persons assigned by IDABUS does not meet the contractually agreed requirements or if Feld:Customer cannot be reasonably expected to accept the assignment of such persons for other reasons, Feld:Customer shall inform IDABUS thereof immediately in written form (as defined in the German Civil Code). IDABUS will take appropriate measures immediately to provide a remedy. (4) The persons assigned by IDABUS to perform the service shall not be subject to the instructions of Feld:Customer. This shall be applicable in particular where the persons assigned by IDABUS perform the services on the premises of Feld:Customer (with the exception of Feld:Customer’s right to undisturbed possession of the property). Both parties shall take appropriate measures to prevent labor leasing. § 3 Duties of Feld:Customer to cooperate (1) Feld:Customer shall provide contact persons for all the services to be performed by IDABUS who have the required expertise for goal-directed discussions and who have the required responsibility and decision-making power in the organization of Feld:Customer. (2) If the subject matter of the agreement aims at the implementation of a project, Feld:Customer shall appoint a project manager responsible for the project in the organization of Feld:Customer and available to IDABUS as main contact in all project matters such as coordination of due dates in the organization of Feld:Customer. If the project manager is exchanged, Feld:Customer shall inform IDABUS thereof immediately. (3) In case of activities within its buildings, Feld:Customer shall make available to IDABUS appropriate workstations including the required infrastructure, information, documents, data, computer programs and other equipment and shall allow the employees of IDABUS accessing rooms and computers as required. This comprises, but is not limited to a remote access to the respective testing and production systems with the option to remote control the appropriate servers via Windows standard remote desktop systems. (4) For the provision of software the installation of which is the customer’s responsibility, Feld:Customer shall ensure the minimum requirements to the infrastructure as defined by IDABUS. (5) Notwithstanding the aforesaid duties of cooperation and provision, Feld:Customer shall provide the cooperation services within the sphere of its business operation and at its own expense, which are required for the due performance of the services owed by IDABUS and which are common practice. (6) Feld:Customer agrees to conduct a data backup according to the state of the art as applicable from time to time in reasonable intervals, however at least once a day. IDABUS is under no duty to carry out data backups in principle, unless the parties agreed on such a duty on a case-to-case basis. (7) Feld:Customer shall document changes of the configuration and the environment of the software it uses and shall communicate such changes to IDABUS immediately in writing. (8) If Feld:Customer does not comply with its duties to cooperate or does so in an insufficient manner and if therefore the performance of the services scheduled on due dates (e.g., servicing, services) by IDABUS is delayed, then IDABUS shall not be responsible for this consequence. IDABUS may bill the additional expense incurred in this connection based on the current price list. § 4 Responsibility for Employees Feld:Customer and IDABUS are each responsible themselves for the selection, assignment, supervision, instruction, control and also the remuneration of their own employees. § 5 Rights of use to Contractual Services and Developments (1) All rights of use under copyright and other industrial property laws or other rights existing prior to the respective award of an order by way of individual agreement shall remain the sole intellectual property of the respective owner. For the performance of the services, however, the rights of use as required from time to time within the scope of services described in this agreement shall be transferred to the other contracting party as simple right of use for the required time. (2) Unless stipulated otherwise, IDABUS is the owner of all rights of use under copyright and other industrial property rights or other rights to the service results on an exclusive basis, which are generated in performing the contractual services for Feld:Customer. This includes, but is not limited to the right to file property rights for registration as patent, design or trademark. (3) Where IDABUS performs individual software adjustments/developments for Feld:Customer, IDABUS will grant to Feld:Customer a simple right of use unlimited in time and territory, including documentation of the corresponding development, if any. The right of use is granted in accordance with the provisions on the rights of use in the special part concerning software purchase. § 6 Warranty (1) The statutory warranty regulations shall apply subject to the provisions below. (2) The warranty period for all defect claims is 12 months. (3) The reporting of defects shall be made in writing in principle. Oral reporting is permitted if Feld:Customer delivers the written report subsequently within a maximum of two working days. In the report, the defect (in particular conditions under which it occurs, symptoms and impacts of the defect) shall be described accurately. (4) The following is applicable to IDABUS software (purchase and subscription): a. Feld:Customer shall examine the IDABUS software for obvious defects immediately upon receipt and inform IDABUS of their existence immediately, as otherwise the warranty for such defects will be excluded. If such a defect should become evident later on, the foregoing shall be applicable mutatis mutandis. Sec. 377 HGB (German Commercial Code) shall be applicable. b. IDABUS delivers the provided software free of material defects. Errors resulting in not more than an insignificant reduction of the usability of the software are not a defect. Such functional impairments resulting from the hardware and software environment provided by Feld:Customer, incorrect operation, defective external data, malfunction of computer networks or other reasons originating from the customer’s sphere or risks are not a defect either. c. It is a feature of the IDABUS software that it is based on functionalities of third-party software or enhances such software, respectively. Therefore, there is no defect of the IDABUS software if the functionalities of third-party software it is based on are defective or altered (e.g., Microsoft IAM, Azure etc.) and if this restricts the functioning of the IDABUS software. It is a matter of course that IDABUS will respond to alterations of relevant third-party software in the context of maintenance and restore the functions as far as practicable. d. Warranty claims are excluded for such defects that result from the situation that the IDABUS software is used within a hardware and software environment non-compliant with the requirements set forth in the individual agreement and for such defects that result from the situation that Feld:Customer carried out alterations and modifications of the IDABUS software without being authorized to do so by virtue of law, this agreement or based on a previous written consent of IDABUS. (5) If Feld:Customer requests subsequent performance due to a defect, IDABUS shall provide the subsequent performance being free to opt for either removal of the defect or replacement delivery. In particular, subsequent performance can be provided by delivering a new program version or by way of instruction by IDABUS how to avoid the impacts of the defect. Feld:Customer shall use a new program version also if it causes reasonable cost and effort for the adjustment. Additional warranty rights shall not be affected by the foregoing. § 7 Liability (1) The liability of IDABUS shall be subject to the statutory regulations taking into consideration the following provisions. (2) In case of breach of material contractual duties, the fulfilment of which is an indispensable condition for the due performance of the agreement and on the observance of which the other contracting party may rely in general, which is attributable to simple negligence of IDABUS, its legal representatives or agents with vicarious liability, the amount of liability shall be limited to the damage foreseeable at the time of signing the agreement, the occurrence of which would be a typical contingency. The parties agree on Euro 500,000 as cap amount. (3) Moreover, in case of loss of data, liability shall be limited to the damage that would have occurred even in case that a due backup of the data had been made. (4) In any other respect, claims of Feld:Customer against IDABUS for damage compensation or reimbursement of expenses shall be excluded also where they are based on concurrent claims based on tort. (5) For claims due to damages caused by IDABUS, its legal representatives or agents with vicarious liability, IDABUS shall always be liable without limitation irrespective of the provisions above a. in case of injuries with lethal consequences or resulting in physical disability or damage to health, b. in case of intentional or grossly negligent breach of duty, c. in case of guarantee commitments, if agreed upon, or d. if the area of application of the German Product Liability Act (Produkthaftungsgesetz) is affected. (6) The provisions set forth above shall also be applicable mutatis mutandis if instead of a claim for damage compensation, Feld:Customer claims reimbursement of futile expenses in lieu of performance. (7) If Feld:Customer requests developments exceeding the acknowledged state of the art applied at the time of awarding the order, the customer shall indemnify and hold IDABUS harmless from and against all damages resulting from the application of techniques not yet acknowledged at the time of performance of the agreement. § 8 Confidentiality (1) The parties shall treat all trade secrets confidentially, including the contents of this agreement as well as other information of the other party designated as confidential (hereinafter “Confidential Information”). The receiving party shall treat the Confidential Information with the same degree of care as it does with its own confidential information of like sensitivity, however at least with the care of a prudent businessperson. (2) The use of Confidential Information is limited to the use in connection with this agreement. The disclosure of Confidential Information to third parties is not permitted, unless with the prior consent of the other party. Any consent shall be given in written form. Affiliated companies (sec. 15 et seq. AktG / German Public Limited Companies Act) and consultants subject to non-disclosure by virtue law are not third parties within the meaning of this paragraph. (3) If required due to applicable legal duties, the recipient has the right to disclose and transfer Confidential Information. To the extent as permitted by law, the contractor shall inform the customer of the disclosure of Confidential Information. (4) The parties shall impose the duty on their employees or third parties to whom they disclose Confidential Information to treat such information confidentially in the context of their respective service and employment relationship with the provision that the duty of non-disclosure shall survive the end of the respective service or employment relationship, unless an appropriate general duty to maintain confidentiality is in place already. (5) The duty to maintain confidentiality shall not be applicable to information that is published or is or becomes generally known otherwise, is disclosed by third parties not subject to any duty of confidentiality, is known already at the time of providing the information or is developed by a contracting party independently i.e., without using the Confidential Information of a contracting party. (6) The duty to maintain confidentiality shall be applicable for the term of this agreement as well as for a period of four (4) years after the end of this agreement. (7) Upon the end of this agreement, the parties shall return to the other party or erase Confidential Information of the other party in their possession upon request of such party. An exception to the foregoing is Confidential Information subject to a longer statutory retention duty as well as data backups within the framework of customary backup processes. § 9 Data Protection (Privacy) IDABUS and Feld:Customer agree to comply with the legal regulations on data protection as applicable from time to time. The parties are particularly prohibited from processing, disclosing, allowing access to or otherwise using personal data of the other party of which they get knowledge in the course of the cooperation for a purpose other than the determined purpose of the agreement. § 10 Set-off and Assignments (1) With the exception of sec. 354a HGB, Feld:Customer can only set off against claims that are undisputed or have been awarded to Feld:Customer by a competent court without further recourse. Feld:Customer is entitled to rights of retention only in case of counterclaims that are undisputed or have been awarded to Feld:Customer by a competent court without further recourse and which result from the applicable contractual relationship or in case of gross breaches of duty by IDABUS. (2) The contracting parties do not have the right to assign any rights and duties set forth in this agreement to third parties, unless the respective third party is another company within the meaning of sec. 15 et seq. AktG. § 11 Remuneration (1) All services to be remunerated based on effort and expense (programming services, support, consulting, training, other services etc.) shall be billed and invoiced by IDABUS by the end of each calendar month. (2) For all on-site work to be billed based on effort and expense, the respective employees of IDABUS shall complete performance records. The responsible contact person of Feld:Customer or his/her substitute shall sign the performance record after the end of the on-site work. (3) Other services to be billed based on effort and expense (e.g., remote services) shall be recorded in an activity report with the time required by the end of each month, which Feld:Customer may view on request. (4) All payment claims of IDABUS shall become due upon the receipt of the invoice by Feld:Customer. Invoices shall be paid within 30 days of the invoice receipt without deduction. (5) Unless expressly agreed otherwise, all price quotations are subject to VAT as applicable from time to time. (6) If the remuneration depends on the scope of the license for the IDABUS software ab (e.g., support) and if the scope of the license for the software is extended subsequently (e.g., by the purchase of additional licenses), the remuneration agreed in each case shall be adjusted accordingly as of the date of the license extension. § 12 Maintenance Reports, Audit (1) The IDABUS software installed with Feld:Customer is capable of transferring daily maintenance reports to IDABUS via the Internet. Those reports provide IDABUS with information about the current condition of the software. In particular, in doing so, IDABUS can recognize possible malfunctions of the software or problems with third-party software, as well as the registered user figures in each case. Personal data are not transferred with those reports i.e., no names or other data that could be used to identify natural persons. On the customer’s request, the automatic transfer of such reports can be disabled. (2) If the current number of users registered in Feld:Customer’s system as applicable from time to time is not transferred automatically to IDABUS via report or e-mail, Feld:Customer shall allow IDABUS on its request to examine the due operation of the software, in particular whether Feld:Customer uses the software within the framework of the licenses it purchased in terms of quality and quantity. To this end, Feld:Customer shall provide information to IDABUS, allow IDABUS viewing relevant documents, as well as facilitate a test of the hardware and software environment used to be carried out by IDABUS or an auditing company appointed by IDABUS and acceptable to Feld:Customer. (3) IDABUS may carry out the test in the offices of Feld:Customer during its regular business hours or have the test performed by third parties subject to non-disclosure. IDABUS will make sure that the interference with Feld:Customer’s business operations by their on-site activities will be as reduced as possible. If the test reveals an exceedance of the purchased number of licenses by more than 5% (five percent) or any other non-contractual use, Feld:Customer shall bear the costs of the test, which otherwise will be borne by IDABUS. (4) Feld:Customer is expressly and in any respect prohibited from manipulating user figures. Only the administrator roles of Feld:Customer defined in the production system may view the user figures. § 13 Final Provisions (1) Any modifications of and amendments to this agreement require the written form to be effective. The parties shall also satisfy this requirements by sending documents in text form (as defined in the German Civil Code), in particular via telefax or email, unless provided otherwise for particular declarations. The written form covenant itself can only be cancelled in writing. (2) If the contracting parties communicate via email and thus in text form, they acknowledge the unrestricted validity of the declarations of intent transferred by such means in accordance with the following provisions: In the email, the standard information must not be eliminated or bypassed by way of anonymisation i.e., it has to show the name and the email address of the sender, the time of sending (date and time) as well as the mentioning of the sender’s name at the end of the message. Emails received in compliance with this provision shall be deemed as originating from the other party subject to rebuttal. (3) This agreement shall be governed by German law to the exclusion of the U.N. Sales Law. The Munich Regional Court I (Landgericht München I) shall be competent for all disputes under this agreement. (4) If any of the provisions of this agreement should be or become invalid, this shall not affect the validity of the remaining provisions. The parties shall replace any invalid provision by a valid provision and fill any overseen omission in the provisions in such a manner as to achieve the legal aim sought by the parties. III. Special Provisions for Software Purchase The following provisions for the software purchase shall be applicable to individual agreements between the parties on the acquisition of standard software on a permanent basis. § 1 Subject Matter of the Agreement (1) In case of a purchase of software, IDABUS grants to Feld:Customer a simple, permanent right of use to the software, the contents and scope of which are defined in the respective individual agreement. (2) The conclusion of an associated individual agreement on the maintenance of the software is a condition precedent for the validity of an individual agreement on the software purchase. (3) The installation and/or adjustment of the contractual software shall not be a subject matter of the agreement on software purchase, unless agreed upon separately. § 2 Right of Use and Restrictions of Use (License) (1) The IDABUS software solutions specified in the individual agreement, including the documentation and character sets (hereinafter “IDABUS Software”) are protected by law. Copyrights, patent rights, trademark rights and all other property rights to the IDABUS Software are exclusively due to IDABUS in the relationship between the contracting parties. (2) Notwithstanding provisions providing otherwise in the individual agreement, IDABUS grants to Feld:Customer the simple right to use the IDABUS Software without limitation in time and territory i.e., for the installation on Microsoft IAM servers used for own purposes within its business premises and in an identity management system environment, for the preparation of a backup copy, as well as for the execution according to regulations, including the loading to the main memory required to do so. IDABUS reserves all its rights which are not expressly granted to Feld:Customer in these license terms or by way of any other agreement.   (3) Feld:Customer shall in particular refrain from copying the IDABUS Software (with the exception of backup copies pursuant to paragraph 2 above), decompiling, reverse engineering, disassembling, modifying or in any other manner attempting to get access to the source code or the structure and composition of the IDABUS Software or from preparing works derived from the IDABUS Software or parts thereof, unless expressly permitted under this license agreement or by mandatory legal regulations, in particular pursuant to sec. 69a et seq. UrhG (German Copyright Act). (4) THE IDABUS SOFTWARE SHALL NOT BE USED FOR THE OPERATION OF NUCLEAR POWER PLANTS, AIRPLANES, FLIGHT CONTROL, LIFE SUPPORT DEVICES OR OTHER MACHINERY OR IN CONNECTION THEREWITH; IN SUCH CASES, ANY MALFUNCTION OF THE IDABUS SOFTWARE MAY CAUSE FATALITIES, PHYSICAL INJURIES OR SERIOUS MATERIAL AND ENVIRONMENTAL DAMAGES. (5) Apart from the above provisions, Feld:Customer is not permitted to allow third parties accessing or using the software package. § 3 Transferability of Purchased Software (1) Feld:Customer may transfer purchased – i.e., acquired on a permanent basis – IDABUS Software to third parties only as the complete set and on a permanent basis without take-back option as it was delivered to Feld:Customer. This implies that Feld:Customer shall transfer existing copies of the IDABUS Software. The condition is that the transferee declares its consent to the terms and conditions in this agreement and that Feld:Customer informs IDABUS immediately in writing of the transfer indicating the exact details of the purchaser as provided below. (2) In case of transfer of the IDABUS Software pursuant to the provision set forth above, all copies under the control of Feld:Customer shall be rendered unusable in a complete and irreversible manner. This shall also be applicable to the copies within the data backup with the provision that such copies shall be destroyed immediately only if it is technically practicable. If it is not practicable, they have to be destroyed by the next possible point in time, however not later than on the occasion of the next possible data backup. (3) The transferee may – if applicable – receive a license key for itself if the transferring Feld:Customer makes a declaration in the sense that it does not possess copies of the IDABUS Software anymore, deleted all elements of the IDABUS Software stored on data processing units in a manner compliant with data protection, and that it will no longer use its license key with immediate effect. For the granting of the new license number, IDABUS may claim a fee reflecting the actual effort and expense. (4) Feld:Customer will make sure that the transferee may use the IDABUS Software only once Feld:Customer carried out the software deletion process and delivered written evidence to IDABUS that it caused the transferee to abide by the provisions of this agreement. (5) The resale right relates to the version of the IDABUS Software as available to Feld:Customer on the date of transfer to the third party. (6) In case that Feld:Customer should violate these rules, it shall pay penalty to IDABUS in the amount of half the purchase price agreed between IDABUS and Feld:Customer. IV. Special Provisions for Software Subscription The provisions below shall be applicable to individual agreements between the parties concerning the provision of software with time limitation (software subscription). § 1 Subject Matter of the Agreement (1) In case of provision of software with time limitation (“Software Subscription”), IDABUS will grant to Feld:Customer a license to use the software for the term of the software subscription agreement. Contents and scope of the right of use shall be subject to the respective individual agreement. (2) The installation and/or adjustment of the contractual software is not a subject matter of the agreement on software subscription, unless agreed upon separately. § 2 Right of Use and Restrictions of Use (License) (1) The Software subscription shall be subject to the license terms set out in the part “Special Provisions for Software Purchase” subject to the condition that the right of use is limited in time for the term of the software subscription agreement. (2) Upon the end of the individual agreement on Software Subscription, the right of use shall cease. Feld:Customer shall then refrain from any use of the contractual subscription software. § 3 Term and Termination (1) The agreement on Software Subscription shall be in force for one year as of the signing date, unless provided otherwise in the individual agreement. The term shall be renewed upon the expiration of the term of contract automatically for another year each time, unless the agreement is terminated with three months’ notice prior to the end of the term of contract. (2) Termination for good cause shall not be affected by the provision set forth above. (3) After the end of the term of contract, Feld:Customer shall remove all installed copies and backup copies. Physical data media and other items (e.g., documentation) provided to Feld:Customer shall be returned to IDABUS. V. Special Provisions for Maintenance and/or Servicing The provisions below shall be applicable to individual agreements between the parties concerning maintenance and/or servicing services for the software described therein in more detail. § 1 Delivery of Updates and Upgrades (1) IDABUS shall make available new program versions to Feld:Customer for download by the latter for the purpose of error removal (hereinafter “Updates”). The new program versions may also contain minor functional improvements / function enhancements or new performance components and program modules. (2) If in addition to error removal, IDABUS also develops new versions of the software with new functionalities (hereinafter “Upgrades”); IDABUS will make available such versions to Feld:Customer for download by the latter under the maintenance agreement too. (3) Feld:Customer receives Updates and Upgrades (collectively “Versions”) in executable machine code with supplements to the user manual, if applicable. (4) IDABUS provides servicing services exclusively for the most recent version of the IDABUS Software as applicable from time to time. § 2 Hotline Service Feld:Customer receives telephone support in case of malfunctions and advice on the operation of the software. The hotline is available at +49 8122 892089-77 and staffed during the service times set out in the individual maintenance agreement. § 3 Cooperation of the customer/Data Backup (1) Feld:Customer shall cooperate in the performance of the servicing services to the extent required. Feld:Customer shall make available to IDABUS all the information required for the performance of the services. Feld:Customer shall provide test data, testing capacities and qualified employees as required. (2) Feld:Customer shall use exclusively the most recent IDABUS Software or the software level immediately preceding such version. This shall not be applicable if Feld:Customer cannot be reasonably expected to do so due to the fact that e.g., the most recent or the previous version of the software as applicable from time to time is defective and would thus adversely affect the operative process of Feld:Customer. Feld:Customer shall install new versions of the IDABUS Software in the sequence of their release. (3) At the time of entering into the agreement, Feld:Customer shall appoint a person responsible for the system (system manager) and a substitute and inform IDABUS thereof in writing. Only employees of Feld:Customer who are qualified in this respect and received training in the handling of the software to be serviced can be appointed as system manager and his/her substitute. Feld:Customer shall inform IDABUS immediately in writing in case of change of the system manager or his/her substitute. Feld:Customer shall make sure in particular that after the reporting of a malfunction, the system manager or his/her substitute will be available for IDABUS’s questions and for remedy proposals at least during the service time, but also outside such times. Servicing services can only be requested by the system manager of Feld:Customer or his/her substitute.   (4) Servicing services are performed as remote service in principle. To this end, Feld:Customer shall ensure the required technical and staff requirements within its business operation at its own expense. Services at the location of the system with Feld:Customer, which are requested by Feld:Customer, shall be paid for separately based on effort and expense (including possible travelling and accommodation costs). (5) To the extent it can be reasonably expected to do so, Feld:Customer shall take all required measures to determine, isolate and document the malfunctions and errors. Feld:Customer shall examine new versions immediately pursuant to sec. 377 HGB and report defects. Feld:Customer shall provide IDABUS with system logs and memory dumps, affected input and output data, interim and test results and other documents appropriate to illustrate the malfunctions. § 4 Services not encompassed by the Servicing (1) Services expressly not included in the servicing and thus to be paid for separately are: - individual modifications and enhancements of the software, - servicing services for software not covered by the agreement, - installation and implementation of the software, Updates or new versions in the hardware environment of Feld:Customer, - change of hardware or operating system, as well as modifications and enhancements required due to the alteration of the system environment made by the customer or third parties, as well as - briefings and trainings of employees. (2) IDABUS does not perform any servicing of software that is not used in accordance with the terms of use defined by IDABUS or that has been altered by programming work of the customer or third parties. § 5 Rights of Use to Servicing Services (1) IDABUS grants to Feld:Customer the right to use the work results of the servicing services and the new versions of the IDABUS Software in accordance with the license terms as described in the special part concerning software purchase and/or Software Subscription – depending on the subject matter of the individual agreement. This grant of right is subject to the condition that at the time of use there is a valid individual maintenance agreement in place between the parties. No further reaching rights are granted. (2) In case of provision of new versions, the right of use to the previous versions shall cease notwithstanding the following exceptions: a. IDABUS tolerates the use of the previous version until the installation of the new version. In any case, however, the right of use to a version shall cease not later than 10 days after the release of the version after next. b. After the installation of a new version, Feld:Customer may keep the immediately preceding version of the software after the end of the productive use for documentation and for cases of emergency. For this purpose, IDABUS grants to Feld:Customer the required rights in accordance with the provisions on the right of use in the special part concerning software purchase and/or Software Subscription. § 6 Remuneration Services outside the service times, services at Feld:Customer’s offices or at any other location of the system (hereinafter “On-site Work”) upon written request by Feld:Customer as well as other services to be paid for separately – unless provided otherwise in this agreement or in any other agreement between the parties – will be billed by IDABUS based of effort and expense and the current price list as applicable from time to time. § 7 Term of the Agreement and Termination (1) The software servicing shall start upon the go-live of the software (“Start of Servicing”). (2) The agreement is made for an undetermined period. It may be terminated by either contracting party with three months’ notice effective by the end of the calendar year; for the first time, however, upon the lapse of 12 months since the Start of Servicing. (3) The right to terminate for good cause shall not be affected. Good cause for IDABUS exists in particular if the customer is in default of payment of servicing services for more than 8 weeks or if the customer does not adhere to the terms and conditions of use and refrains from desisting immediately despite the written request to cease and desist associated with the threat of termination by IDABUS; in case of imminent danger even without such request. VI. Special Provisions for Support The following provisions for support shall be applicable to individual agreements between the parties concerning support services. § 1 Subject Matter of the Agreement on Support (1) The subject matter of the support is the performance of services by IDABUS as set forth in the individual agreement. Such services include, but are not limited to adjustments of the agreed overall system, adjustments of the custom code, data cleansing, troubleshooting, installations of patches, Updates etc., which will be billed based on the time required and priority.   (2) Not a subject matter of the support agreement are: - The performance of services outside the determined service times. - The performance of services for software that is not used in line with the operating conditions defined by IDABUS or on data processing systems other than those recommended by IDABUS as a condition for the operation of software purchased by Feld:Customer. - The performance of services for systems that suffered unauthorized alteration by programming work of the user or other interventions. - The servicing of the software in case of software purchase. § 2 On-Site Jobs (1) On-site jobs are billed based on a minimum of 8 hours on the first day. Any other On-site Work will be billed in accordance with the actual time required. (2) As of the second day on site, priority 1 on-site jobs will be billed automatically as priority 2 on-site jobs. (3) Incidental costs such as travelling costs in case of jobs within Germany are included in the effort and expense pursuant to paragraph 1 above. (4) In case of jobs outside Germany, out-of-pocket expenses and travelling costs will be billed additionally to the amount of time required. § 3 Remuneration IDABUS will bill the support services to Feld:Customer on a quarterly basis in advance, for the first time by the agreed start of support. Accordingly, the remuneration shall be paid in advance on a quarterly basis on or before the 3rd working day of the new contract quarter. § 4 Term, Termination (1) The support agreement is made for a minimum term of one year, unless determined otherwise in the individual support agreement. (2) After the expiration of the term of contract, the contractual relationship shall be renewed automatically by another year each time, unless terminated with three months’ notice prior to the end of the term of contract. (3) Termination for good cause shall not be affected by the foregoing.   VII. Special Provisions for Services The following provisions for services shall be applicable to agreements between the parties concerning services individually ordered by the customer. § 1 Subject Matter of the Agreement (1) IDABUS performs the activities described in the individual service agreement. (2) The project management and the success of the project are the responsibility of Feld:Customer. (3) The services of IDABUS are services as defined in sec. 611 et seq. BGB (German Civil Code). Services under German regulations of the law on work and services (Werkvertrag) are not a subject matter of this Agreement. IDABUS does expressly not owe any success subject to acceptance, but merely provides advice and support to Feld:Customer. Accordingly, employees of IDABUS are not subject to instructions by Feld:Customer, except for the right of Feld:Customer to undisturbed possession as the owner or occupier of the premises. § 2 Term, Termination (1) The term of the service agreement shall commence once signed by both parties. It shall end upon a. the full performance of the agreed services; b. the exhaustion of the agreed budget; or c. the termination of the agreement by Feld:Customer with 4 weeks’ notice effective by the end of a calendar month, whichever is earlier. (2) The right of both parties to terminate this agreement for good cause based on the legal regulations shall not be affected by the foregoing. Until the termination takes effect, performed services shall be paid; in case of termination by the customer for good cause attributable to a culpable action of the contractor, this shall only be applicable to the extent in which the performed services can be used by the customer.