WHINT® Solutions

Software purchase (On-Premise)

1. Scope of application

1.1 The following General Terms and Conditions for Software Purchase (GTC) apply to all business transactions relating to the purchase of software concluded between the Customer and whitepaper.id GmbH, Vor den Kämpen 23, 30851 Langenhagen (hereinafter referred in short as: WHINT). These GTC shall at all times apply as amended at the time of conclusion of the respective agreement. Unless otherwise agreed in writing, we herewith object to the incorporation of terms of the Customer.

1.2 Customer for the purposes of these GTC are exclusively entrepreneurs as defined in section 14 of the German Civil Code [BGB].

  

2. Object of the agreement

2.1 WHINT offers the Buyer the opportunity to purchase software products (hereinafter referred to in short as: Software), as well as appropriate user documentation that the Customer can download themselves from the Internet (hereinafter jointly referred to in short as: Contract Items). The type of software and the scope of performance are based on the product description provided by WHINT and on the performance description provided by WHINT on their website for the software concerned. Unless made for the purpose of remedying any defects, updates for the Software will be provided only based on a separate agreement.

2.2 The source code of the Software is not part of the Contract Items.

2.3 The quality of the Software provided by WHINT is defined for all purposes by the performance description applicable at the time of delivery of the Contract Items and made available to the Customer prior to the conclusion of the contract, which is also outlined again in the user documentation. WHINT shall not be obliged to deliver any further quality of the Software. Unless WHINT expressly confirmed in writing that the Software is of a quality beyond such scope, the Buyer shall in particular not base such obligation on the part of WHINT from other descriptions of the Software in public communications or advertising of neither WHINT nor their employees or sales partners.

 

3. Scope of use

3.1 WHINT grants the Buyer a non-exclusive, temporally unlimited right of use in the Contract Items in accordance with the contractual provisions. In case of multiple use, para. 4.3 shall apply.

3.2 The Buyer may use the Software only for the purpose of processing their internal business transactions and those of companies affiliated with them within the meaning of section 15 of the German Stock Corporation Act [AktG] ("Group Companies"). In particular (i) the operation of the computing centre for third parties or (ii) the temporary provision of the Software (e.g. as Application Service Providing) for other companies than the Group Companies or (iii) the use of the Software to train people who are not employees of the Buyer or of their Group Companies is permitted only with the prior written consent of WHINT. Commercial leasing of the Software to others is generally prohibited.

3.3 Replication of the Software, e.g. copying of the Software made available only through a data network is permitted only to the extent necessary for the authorised use. The Buyer may compile backup copies to the necessary extent and in accordance with the accepted rules of engineering. Back up copies on mobile data carriers must be marked as such and labelled with the copyright mark of the original data carrier. The Buyer is entitled to copy the Software on to a data carrier in case of a transfer pursuant to para. 7. The right in the online copy is exhausted in the same way as if the Buyer would have obtained software on a data carrier. 

3.4 The Buyer is authorised to make changes, extensions and other alterations of the Software pursuant to section 69c No. 2 of the German Copyright Act [UrhG] only to the extent that the right to such revisions cannot be waived by law. Prior to remedying any fault themselves or through a third party, WHINT shall be permitted to undertake two attempt to resolve the error. The Buyer shall not have any own rights of use or exploitation in regard to such revisions beyond the rights of use granted in terms of this Contract. 

3.5 The Buyer shall be permitted to decompile the Software only to the extent permitted pursuant to section 69e UrhG, and only after WHINT has not provided the necessary data within a reasonable period after being requested to do so in writing and/or has failed to provide information to establish interoperability with other hardware and software.

3.6 If WHINT issues supplements (e.g. a patch) or a new version (e.g. an update or upgrade) of the Contract Item or replaces the previously surrendered Contract Items ("Old Software") as part of a cure of a defect or maintenance, then those will be governed by the provisions of this Agreement.

3.7 Subject to paras. 3.3 and 3.4, any duplication or revision of the user documentation (provided the documentation is integrated in the Software) is not permitted.

 

4. Purchase price, payment terms

The Buyer is obligated to pay the contractually agreed purchase price for the Contract Items. Unless otherwise stipulated by an individual agreement, the purchase price is payable excluding the VAT at the statutory height.

4.2 The purchase price is due and payable upon the date of invoice, however, not before the Software is made available for download on the Internet and notification of the Buyer about the availability.

4.3. The Buyer is entitled to use the Software beyond the rights of use granted in terms of this Contract only after the prior written consent of WHINT. In case of multiple uses (several product instances) without authorisation, WHINT is entitled to charge the amount due for the additional use pursuant to the WHINT price list applicable at that time, unless the Buyer is able to show that the damage incurred by WHINT is substantially lower. Any further extra-contractual claims for damages remain unaffected.

4.4 WHINT shall bear the costs for ensuring that a data network is available for the download of the Software, while the Buyer shall bear the costs for the download. 

 

5. Installation, training, maintenance

5.1 WHINT shall supply the Software ready for installation by download through a data network, including the documentation, at the contractually agreed time. 

5.2 For the installation of the Software, WHINT refers to the installation instructions described in the user documentation, in particular to the required hardware and software environment of the Buyer. At the request of the Buyer, WHINT shall install the Software based on a separate agreement and subject to the respectively applicable price lists.

5.3 WHINT shall provide orientation and training in accordance with the respectively applicable price lists.

5.4 If so desired, WHINT will conclude a separate agreement for the maintenance of the Software. 

5.5 If a separate maintenance agreement has been concluded, the maintenance shall start, unless otherwise agreed, upon delivery of the Contract Items. Any claims for defect based on the purchase agreement shall not be affected by the maintenance agreement; they may be asserted free of charge during the during the warranty period pursuant to the provisions of the purchase agreement.

 

6. Protection of Software and user documentation

6.1 Unless rights have been granted expressly to the Buyer in terms of this Contract, all rights in the Contract Items (and all copies produced by the Buyer), especially copyright, the rights in or to inventions and technical proprietary rights, shall belong exclusively to WHINT. This also applies to revisions of the Contract Items by WHINT. Ownership of the Buyer in the respective data carriers remains unaffected by the above.

6.2 The Buyer shall store the surrendered Contract Items with due care to prevent abuse. The Buyer shall make Contract Items (irrespective of whether they are in the original state or revised) available to third parties only after prior consent of  WHINT. Employees of the Buyer or any other people that are present at the Buyer's premises for the contract-compliant use of the Contract Items shall not be deemed to be third parties. Paragraph 7 remains unaffected.

6.3 The Buyer is not permitted to change or remove copyright notices, marking numbers and/or tracking numbers or signs of WHINT. If the Buyer changes or modifies the Contract Items, those notices and marks must be adopted in the modified version of the Contract Item.

6.4 If the Buyer (1) surrenders data carriers, storage media or other hardware on which the Contract Items are saved (in whole or in part, unchanged or revised) to third parties outside a transfer pursuant to para. or (ii) surrenders direct possession in the above items, the Buyer shall ensure that the previously saved Contract Items are deleted in full and permanently.

 

7. Transfer

7.1 The Buyer may surrender the Contract Items to a third party only integrally and subject to full and final cessation of their own use. It is not permitted to surrender the Contract Items temporarily or for partial consideration to third parties, irrespective of whether the Contract Items are surrendered in a tangible or intangible form. The same applies for a free transfer.

7.2 The transfer of the Contract Items requires the written consent of WHINT. WHINT shall grant consent if (i) the Buyer warrants in writing to WHINT that they have surrendered all original copies of the Contract Items to the third party and have at the same time deleted all self-produced copies, and (ii) that the third party has declared in writing his consent vis-à-vis WHINT with the terms and conditions of use and transfer agreed herein.

 

8. Buyer's duties of notification, care, cooperation and information

8.1 The Buyer is obligated to report defects of the Software without undue delay to WHINT as part of the warranty for defects. In doing so, the Buyer shall take into account the instructions of WHINT for the analysis of the problem to a reasonable extent and shall transmit the information available and required for remedying the defect to WHINT.

8.2 The Buyer shall take suitable precautions to protect the Software against unauthorised access of third parties. Buyer's employees and third parties subject to the Buyer's right of instruction authorised to make use of the Software pursuant to the Buyer's instructions shall be instructed about the prohibition on the compilation of copies beyond the contractually agreed scope.

8.3 The Buyer shall inquire about the essential functional features of the Software and shall bear the risk if the latter complies with his desires and requirements; in case of doubt, the Buyer shall consult employees of WHINT or technically skilled third parties prior to the conclusion of the contract.

8.4. Providing a functional and sufficiently dimensioned hardware and software environment - also taking the additional load by the Contract Items into account - is the sole responsibility of the Buyer.

8.5 Prior to the use of the Software, the Buyer shall examine the Software thoroughly for defects and usability in the existing hardware and software configuration. This also applies to software that the Buyer receives under warranty and as part of maintenance services.

8.6 Buyer shall observe the instructions of WHINT for the installation and operation of the Software.

8.7 If WHINT assumes any further obligations beyond the provision of the Contract Items, the Buyer shall cooperate to the required extent, e.g. by providing employees, work spaces, hardware and software, data and telecommunications equipment, free of charge.

8.8 For troubleshooting purposes, the Buyer grants WHINT direct and/or remote access to the Contract Items. WHINT is authorised to verify whether the Contract Items are used in accordance with the provisions of this contract. For this purpose, WHINT may require information from the Buyer, especially about the time and scope of the use of the Contract Items and inspect the Buyer's books and records, as well as their hardware and software. To this end, access to the business premises of the Buyers shall be granted to WHINT during regular business hours.

8.9 The Buyer shall take appropriate precautions in case the Software does not function at all or only partially (e.g. by means of daily data backups, fault diagnosis, regular examination of the data processing results).

8.10 If the Buyer does not expressly indicate otherwise, WHINT may assume that all data of the Buyer with which WHINT is in contact are backed up.

8.11 The Buyer shall bear all consequences and costs arising from a breach of these duties.

 

9. Duties of inspection and notification of defects

The Buyer is under a duty off inspection and notification of defects in analogy to section 377 of the German Commercial Code [HGB] in regard to all deliveries and services performed by WHINT as part of the performance of the purchase agreement.

 

10. Material and legal defects; other breaches of contract; statute of limitation

10.1 WHINT provides warranty for the agreed quality of the Contract Items in accordance with the provisions for contracts of sale in terms of para. 2.4, and for the absence of conflicting rights of third parties interfering with the use of the Contract Items to the agreed extent. However, the warranty for the absence of rights of third parties in regard to the Contract Items only applies to the country of destination agreed by the parties as the country where the Contract Items are to be used. In the absence of an express agreement, the warranty shall apply to the country in which the Buyer's registered office is located.

10.2 In case of material defects, WHINT shall remedy the defect in the first place by cure. To this end, WHINT- at their choice - shall provide  the Buyer either with new, defect-free software or remedy the defect; possible remedies include the right of WHINT to inform the Buyer about reasonable steps to work around the effects of the effect.

In case of legal defects, WHINT shall remedy the defect in the first place by cure. To this end, WHINT - at their choice - shall provide the Buyer with a legally indefensible right to use the supplied Contract Items or replaced or modified equivalent Contract Items.

WHINT is entitled to make the cure dependent on the Buyer having paid at least a reasonable portion of the remuneration.

10.3 The Buyer is obligated to accept the new Software if the contractually agreed scope of functions remains available and the acceptance does not lead to substantial disadvantages.

10.4 If two attempts to cure the defect fail, the Buyer is entitled to set a reasonable grace period to remedy the defect. In this case, the Buyer is required to state explicitly and in writing that he reserves the right to withdraw from the contract in case of a repeated failure of the cure and/or the right to assert a claim for damages.

If the cure fails to remedy the defect also during the grace period, the Buyer may withdraw from the contract or reduce the purchase price, except if the defect is of minor significance. WHINT will pay damages or reimburse expenses arising from such defects under the conditions set forth in para 12 below. 

10.5 If WHINT provides voluntary services while debugging or troubleshooting without being obliged to do so, WHINT may charge remuneration for such services according to their usual rates. This applies in particular if a fault is not detectable or not attributable to WHINT. In addition, the additional expenses incurred by WHINT as a result of the fact that the Buyer failed to comply with his duties in terms of para. 8 must be reimbursed.

10.6 If third parties assert claims that prevent the Buyer from exercising the contractually agreed rights of use, the Buyer shall inform WHINT comprehensively in writing and without undue delay. He herewith authorises WHINT to independently take legal action in and out of court. If the Buyer is sued, he shall consult with WHINT and shall take procedural action, especially such as issuing an acknowledgement or concluding a settlement, only with the consent of WHINT.

WHINT is obliged to oppose the claims at their own expense and to indemnify the Buyer from all damage and costs associated with the defence of the claim as far as they are not based on the latter's culpable behaviour.

10.7 The Buyer may derive rights from other breaches of duty by WHINT only if he has objected to them in writing vis-à-vis WHINT and has granted a grace period for remedying such breaches. This provision shall not apply in instances where by reason of its nature the breach cannot be remedied. Damages shall be paid or futile expenses compensated only within the limits established in para. 12.

10.8 The statute of limitation for all claims for warranty amounts to one year and starts with the delivery or provision (and notification of the Buyer thereof) of the Contract Items; the same time limit shall apply to all other claims, irrespective of their nature, vis-à-vis WHINT.

In case of gross negligence on the part of WHINT, of fraudulent concealment, personal injury or legal defects pursuant to No. 1a) of section 438(1) BGB, as well as in case of guarantees (section 444 BGB), the statutory limitation periods apply; likewise in case of claims pursuant to the Product Liability Act.

 

11. Liability

11.1 In all instances of contractual and extra-contractual liability, WHINT shall pay damages only subject to the following limitations:

a) in case of intent, and likewise in case of a lacking property, which WHINT had warranted;

b) in case of gross negligence, for the amount of the foreseeable damage that is to be prevented by the breached duty.

c) in all other case: only for a breach of a material contract duty, if it poses a risk to the achievement of the purpose of the contract, limited, however, to the amount of the foreseeable damage. 

d) beyond the above, in cases where WHINT is insured against the damage incurred, limited to the insurance cover and subject to the condition precedent that the insurance payment has been made.

11.2 The liability limitations pursuant to para. 12.1 shall not apply to liability for personal injury and liability in terms of the Product Liability Act.

11.3 WHINT reserves the right to assert the defence of contributory fault (e.g. in terms of para. 8).

11.4 Regarding the limitation period, para. 11.8 applies with the necessary modifications subject to the proviso that the statutory limitation period applies to claims pursuant to para. 12.1a) and para. 12.2. The limitation period pursuant to sentence 1 shall begin to run at the time stipulated by section 199(1) BGB. The period shall begin at the latest upon expiration of the maximum time limits stipulated in section 199(3) and (4) BGB.

 12. Expiration of the right of use in the Contract Items

In cases where the right of use expires (e.g. due to withdrawal from the contract, subsequent delivery), the Buyer shall return all Contract Items delivered or delete all copies, unless the Buyer is obliged by law to retain the items or copies for a longer period. Paragraph 3.6 remains unaffected. The Buyer shall confirm compliance with the above duty in writing to WHINT.

13. Final provisions

13.1 The laws of the Federal Republic of Germany, excluding the laws on the international sale of goods, apply to all transactions between the Parties. 

13.2 The exclusive place of jurisdiction for all disputes arising from the contractual relationship between the Customer and WHINT is - in cases where the Customer is a merchant pursuant to the provisions of the HGB - the registered office of WHINT.

13.3 Should any of these terms and conditions be wholly or partially invalid, this shall not affect the validity of the remaining provisions.

 
Software lease (Cloud)

1. Scope of application

1.1 The following General Terms and Conditions for Software Rental (GTC) apply to all business transactions relating to the purchase of software concluded between the Customer and whitepaper.id GmbH, Vor den Kämpen 23, 30851 Langenhagen (hereinafter referred in short as: WHINT). These GTC shall at all times apply as amended at the time of conclusion of the respective agreement. Unless otherwise agreed in writing, we herewith object to the incorporation of terms of the Customer.

1.2 Customer for the purposes of these GTC are exclusively entrepreneurs as defined in section 14 of the German Civil Code [BGB]. 

 

2. Object of the agreement

2.1 WHINT offers the Buyer the opportunity to lease software products (hereinafter referred to in short as: Software) for given period against remuneration. The type of software and the scope of performance are based on the product description provided by WHINT and on the performance description provided by WHINT on their website for the software concerned. Unless made for the purpose of remedying any defects, updates for the Software will be provided only based on a separate agreement.

The Software is provided for contract-compliant use according to the product description.

The functionality of the Software, as well as the system environment in which the Software may be used, is outlined in the product description.

2.2 Information contained in brochures, ads, documentation and similar records is descriptive only and does not establish any guarantee as to the properties of the Items. Any guarantee as to the properties of the Items requires an express written agreement. 

2.3 The Software is provided by means of rent. Accordingly, the right to use the Software is granted only for the term of the lease agreement. Unless otherwise provided for in the provisions below, the statutory provisions on lease contracts, sections 535 et seq. BGB apply. 

 

3. Delivery, installation, consultation

3.1 WHINT shall supply the Software ready for installation by download through a data network, including the documentation, at the contractually agreed time. 

3.2 The Customer installs the Software.

3.3 WHINT owes consulting services, only if this is agreed expressly and by separate agreement. Any consulting services to be provided shall be remunerated separately pursuant to the current price list of WHINT.

3.4 Any adjustments or modifications of the Software are only owed to the extent necessary for maintenance and repair of the Leased Items or to secure contract-compliant use. In all other respects, WHINT is only required to make updates and modifications if this is expressly agreed; any corresponding services shall be reimbursed by the Customer in accordance with the current price list of WHINT.

 

4. Rent

4.1 The Customer is obliged to pay the agreed monthly rent. All prices of WHINT are exclusive of the statutory VAT, which shall be added at the applicable rate. The rent comprises the remuneration for the provision and use of the Software, as well as for its maintenance and repair.

4.2 The rent shall be paid each month in advance by the fifth working day of the month.

 

5. Rights of use in the Software, use in a network

5.1 WHINT shall grant the Customer a non-exclusive, non-transferable right to use the provided Software for the presumed contractual purpose in accordance with the following provisions of this para. 5 and of the following paras. 6, 7 and 8, limited in time to the term of the contract.

5.2 The Customer is entitled to use the Software on the number of production instances indicated in the contract. The use of the Software on other production instances is not permitted, unless WHINT expressly consents to such use. WHINT may make their consent contingent on the payment of an additional, reasonable remuneration.

 

6. Replication of the Software

6.1 The Customer is entitled to reproduce the Software and the documentation, if and insofar as this is necessary for the intended use.

6.2. The Customer is entitled to compile copies of the Software, as far as these are required to secure the future use of the software, as well as for a backup in line with the operational requirements of the Customer and for archiving purposes.

6.3 The Customer's right of reproduction of the source code pursuant to the provisions of section 69d(1) UrhG remains unaffected.

6.4 All other reproductions are prohibited.

 

7. Alteration of the software; decompilation

7.1 The Customer shall make no alteration to the Software, unless they are required for the intended use. A makeover is permitted if it is necessary for the removal of a defect and if WHINT is in arrears with the remedy of the defect, if WHINT unlawfully rejects the removal of defects or is unable for other reasons attributable to their sphere of responsibility to remedy the defect without undue delay. A makeover is also permissible if it is necessary to resolve compatibility problems in the interaction of the software with other programs required by the Customer and if WHINT is unwilling or unable to remedy these against reasonable, customary remuneration.

7.2 The Customer may not instruct any third party to perform the measures pursuant to para. (1) who are competitors of WHINT, unless the Customer can show that the risk of disclosure of significant business and trade secrets of WHINT is excluded (especially the functions and design of the program).

7.3 Decompilation of the program is permitted only subject to the terms and conditions stipulated in section 69e(1) UrhG. The information gained in this way may not be used or transmitted in breach of the precautions stipulated in section 69e(2) UrhG.

7.4 Markings of the Software, especially copyright notices, trade marks, serial numbers or similar designations may not be removed, modified or rendered illegible.

 

8. Provision of Software to third parties

8.1 Without the consent of WHINT, the Customer is not authorised to provide the Software to third parties, and in particular may not sell or rent out the Software.

8.2 Non-independent use by the employees of the Customers or other third parties subject to the right of instruction on the part of the Customer is permitted for the purposes of the intended use.

 

9. Buyer's duties of notification, care, cooperation and information

9.1 The Customer is obligated to report defects of the Software without undue delay to WHINT. In doing so, the Buyer shall take into account the instructions of WHINT for the analysis of the problem to a reasonable extent and shall transmit the information available and required for remedying the defect to WHINT.

9.2 The Customer shall take suitable precautions to protect the Software against unauthorised access of third parties. Customer's employees and third parties subject to the Customer's right of instruction authorised to make use of the Software pursuant to the Customer's instructions shall be instructed about the prohibition on the compilation of copies beyond the contractually agreed scope.

9.3 The Customer shall inquire about the essential functional features of the Software and shall bear the risk if the latter complies with his desires and requirements; in case of doubt, the Customer shall consult employees of WHINT or technically skilled third parties prior to the conclusion of the contract.

9.4 Prior to the use of the Software, the Customer shall examine the Software thoroughly for defects and usability in the existing hardware and software configuration. This also applies to software that the Buyer receives under warranty and as part of maintenance services.

9.5 Customer shall observe the instructions of WHINT for the installation and operation of the Software.

9.6 If WHINT assumes any further obligations beyond the provision of the Contract Items, the Customer shall cooperate to the required extent, e.g. by providing employees, work spaces, hardware and software, data and telecommunications equipment, free of charge.

9.7 For debugging and troubleshooting purposes, the Customer grants WHINT direct and/or remote access to the Contract Items. WHINT is authorised to verify whether the Contract Items are used in accordance with the provisions of this contract. For this purpose, WHINT may require information from the Customer, especially about the time and scope of the use of the Contract Items and inspect the Customer's books and records, as well as their hardware and software. To this end, access to the business premises of the Buyers shall be granted to WHINT during regular business hours.

9.8 The Customer shall take appropriate precautions in case the Software does not function at all or only partially (e.g. by means of daily data backups, fault diagnosis, regular examination of the data processing results).

8.10 If the Customer does not expressly indicate otherwise, WHINT may assume that all data of the Customer with which WHINT is in contact are backed up.

8.11 The Customer shall bear all consequences and costs arising from a breach of these duties.

 

10. Rights of the Customer in case of defects

10.1 WHINT is obliged to remedy defects in the licensed Software including the documentation.

10.2 Defects shall be remedied by WHINT - at their choice - through free of charge repair or replacement.

10.3 Termination by the Customer pursuant to sentence 1 No. 1 of section 543(2) BGB for failure to provide contract-compliant use is admissible only after WHINT has been granted a reasonable opportunity to remedy the defect and has failed to do so. The remedy shall be deemed to have failed only if the remedy has become impossible, has been refused by WHINT or is delayed in any other unreasonable manner, if there are reasonable grounds to question the success of the remedy or if the acceptance by the Customer is deemed unreasonable for other reasons.

10.4 The rights of the Customer for defects are excluded if the latter has modified the Leased Product or caused the modifications to be made without the consent of WHINT, unless the Customer is able to show that modification does not have any unreasonable effects on the analysis and remedy of the defects. The rights of the Customer for defects remain unaffected, provided that the Customer is entitled to make modifications, especially as part of the right to self-help pursuant to section 536a(2) BGB and if such modification has been executed in a technically proper manner and transparently documented.

 

11. Liability limitations

11.1 WHINT shall be liable under the statutory provisions without limitation for damage

(a) resulting from an injury of life, body or health, based on a deliberate or negligent breach of duty or otherwise intentional or negligent behaviour of WHINT or one of their legal representatives or vicarious agents;

(b) resulting from the absence or cessation of a warranted property or failure to comply with a guarantee;

(c) resulting from the intentional or grossly negligent breach of duty or otherwise intentional or grossly negligent behaviour of WHINT or one of their legal representatives or vicarious agents.

11.2 WHINT shall be liable, subject to limitation of the damages to the contract-typical, foreseeable damage for damage based on a slightly negligent breach of essential duties by WHINT or one of the legal representatives or vicarious agents. Essential contractual obligations are basic duties which must be fulfilled for the proper execution of the contract and which the parties may usually expect to be complied with.

11.3 WHINT shall be liable for any other cases of slightly negligent behaviour limited to a six-fold of the monthly rent per instance of damage.

11.4 No-fault liability of WHINT pursuant to the 1st alternative of section 536a(1) BGB for defects existing already at the time of conclusion of the contract shall be excluded.

11.5 In case of loss of data caused by simple negligence, WHINT shall be only liable for damage which would be incurred despite proper and regular data backups in line with the significance of the data by the Customer; this limitation shall not apply if the data back is impeded or impossible for reasons within the sphere of responsibility of WHINT.

11.6. The above provisions shall apply with the necessary modifications also for the liability of WHINT in regard to the compensation for futile expenses.

11.7 Liability under the Product Liability Act remains unaffected.

 

12. Contract term, termination of the rent

12.1 The lease starts on the contractually agreed date and is concluded for an indefinite period. It may be properly terminated by either party with a notice period of 2 weeks for the end of the month. 

12.2 The rights of termination of the Customer pursuant to para. 10.3 of this contract remain unaffected.

12.4 The right of termination of each party for a compelling reason remains unaffected.

12.5 Any termination shall be valid if in writing (email is sufficient).

 

13. Return of the Contract Items

13.1 Upon termination of the contractual relationship, the Customer shall delete the Software, destroy the documentation and provide proof thereof to WHING upon written request. Any copies produced of the Software provided by WHINT must be deleted entirely and definitively.

13.2 Any use of the Software after termination of the contractual relationship is not permitted.

 

14. Final provisions

14.1 The laws of the Federal Republic of Germany, excluding the laws on the international sale of goods, apply to all transactions between the Parties. 

14.2 The exclusive place of jurisdiction for all disputes arising from the contractual relationship between the Customer and WHINT is - in cases where the Customer is a merchant pursuant to the provisions of the HGB - the registered office of WHINT.

14.3 Should any of these terms and conditions be wholly or partially invalid, this shall not affect the validity of the remaining provisions.