Standard Terms and Conditions of Business

Signavio GmbH (hereinafter called "Signavio") offers companies software for process management on www.signavio.com and editor.signavio.com. These General Terms and Conditions of Business (STCBs) regulate the use of this software in the form of SaaS (Software as a Service). Signavio provides the Customer with the possibility of use of the software applications for access via a telecommunications link as well as storage space for its application data upon the following terms.


The user may retrieve, print out and also download and store these STCBs at any time, also following the conclusion of the contract, under the link "STCB" which can be reached from each Signavio website.

You will find information on Signavio here: http://www.signavio.com/en/company/about-us.html.

 

§ 1 Object of the contract

The object of this Contract is the provision to the Customer by Signavio of the software application "Signavio Process Editor SaaS Edition" (hereinafter called "APPLICATION") for the use of its functionalities, the technical enablement of use of the APPLICATION and the grant and/or procurement of rights of use of the APPLICATION in return for payment of the remuneration agreed.

§ 2 Provision of the APPLICATION and storage space for APPLICATION DATA

(1) Signavio shall, immediately following the conclusion of the Contract, hold the APPLICATION in the respective current version available for use on a central data-processing system or several data-processing systems (hereinafter called "SERVER", also where more than one is used) in accordance with the terms of the following provisions.
(2) Signavio shall be liable for ensuring that the APPLICATION provided
1. is suitable for the purposes deriving from the performance specifications,
2. will be free from defects throughout the entire term of the Contract,
3. is in particular free from viruses and similar damage which annul the suitability of the APPLICATION for use in accordance with the terms of the Contract.
(3) The performance specifications can be found on the Signavio website under http://www.signavio.com/images/product-info/performance-specification.pdf. They are an integral part of the Contract.
(4) The number of accesses depends, in accordance with § 16, on the number of users specified by the Customer at the time of registration for the test version or later booking. In so far as Signavio does not send self-chosen user names or passwords to the Customer, these are to be changed by the Customer immediately into names and passwords known only to it.
(5) The APPLICATION DATA is backed up on the SERVER on a calendar-day basis.
(6) The transfer point of the APPLICATION and the APPLICATION DATA is the router exit of the computer centre of Signavio.

§ 3 Technical pre-requisites

(1) A pre-requisite for the use of the APPLICATION is a computer capable of accessing the Internet, an Internet access and also one of the following Internet browsers which allows the deployment of cookies and pop-ups for the Signavio domains for the period of use of the APPLICATION:

  • Mozilla Firefox as from version 3.5
  • Apple Safari as from version 4.0
  • Google Chrome as from version 3.0
  • Signavio Thin Client as from version 1.0

(2) Should the Internet browser utilised have a mechanism for Add-Ons, Plug-ins or extensions of other kinds, these must be deactivated or removed for the use of the APPLICATION.
(3) Further pre-requisites for individual functions of the APPLICATION are:

  • PDF-Reader (e.g. Adobe Acrobat Reader as from version 9)
  • Flash-Player (e.g. Adobe Flash Player as from version 10)

(4) Signavio shall not be responsible for the condition or properties of the necessary hardware and software required by the Customer or for the telecommunications link between the Customer and Signavio up to the transfer point.
(5) The following import formats can be processed by the APPLICATION:

  • BPMN2 XML dialect
  • Signavio XML dialect
  • SGX: Signavio-proprietary archive
  • ARIS®-XML dialect (AML)

(6) The following export formats can be processed by the APPLICATION:

  • BPMN2 XML dialect
  • Signavio XML dialect
  • PDF
  • SVG (Vector graphics)
  • PNG (Pixel graphics)
  • SGX: Signavio-proprietary archive

§ 4 Technical availability of the APPLICATION and of the access to the APPLICATION DATA; Reaction and restoration times

(1) Signavio shall be responsible for ensuring the availability of the APPLICATION and the APPLICATION DATA at the transfer point (§ 2, para. 6, of this Contract) in accordance with the terms of para. 2. Under the term 'availability' the parties understand the technical usability of the APPLICATION and the APPLICATION DATA at the transfer point for use by the Customer.
(2) The average availability per annum shall amount to 99.6%, based on 24 hours a day, seven days a week. Downtimes through maintenance and software care, in particular the times of planned unavailability specified in para. 7, and also times in which the APPLICATION cannot be reached on account of technical or other problems which do not lie within the sphere of influence of Signavio (force majeure, fault of third party etc.) are excluded from the availability. Where Signavio can foresee that downtimes for maintenance and software care will last longer than three hours, Signavio shall notify the Customer thereof at least three days prior to the commencement of the respective works.
(3) Signavio shall eliminate any faults in the APPLICATION and the documentation reported by the Customer within a reasonable period of time. Faults arising shall be classified by the parties by mutual agreement as preventing operations, impeding operations or other faults. If the parties fail to reach agreement, Signavio shall decide on the classification, having reasonable regard to the interests of the Customer. According to the classification of a fault, the following reaction and restoration times apply:

Fault preventing operations (Reaction time: 12 hours, Restoration time: 24 hours)
Fault impeding operations (Reaction time: 24 hours, Restoration time: 2 days)

  • A fault preventing operations is present if, for example, the use of the APPLICATION is impossible or severely restricted due to malfunctions, false work results or response times (and this fault cannot be circumvented using reasonable organisational aids).
  • A fault impeding operations is present if, for example, the use of the APPLICATION is not actually impossible or severely restricted due to malfunctions, false work results or response times, but at the same time the restrictions of use are also not just inconsiderable and cannot be circumvented using reasonable organisational or other economically reasonable aids.
  • The reaction time is calculated in hours from the receipt of the report after office hours during the core working hours (Mondays to Fridays, in each case 9:00 am - 5:00 pm, except for statutory public holidays in the State of Berlin).

(4) A fault in the APPLICATION is present if (a) the APPLICATION, when used in accordance with the terms of the contract, fails to provide the contractually determined functions or (b) it is not suitable for the use specified under this Contract or (c) it is not suitable for normal use and does not possess the features usual in the case of programmes of the same kind, and the Customer is entitled to expect such features having regard to the kind of APPLICATION. In particular, no fault within the meaning of this provision is present if the presence of any of the above-mentioned pre-requisites (a)-(c) only has an insignificant effect on the use of the APPLICATION, or the failure was caused by improper treatment of the APPLICATION.
(5) A fault in the documentation is present if a competent user equipped with basic knowledge in the use of the APPLICATION cannot recognise the operation of individual functions with the aid of the documentation with a reasonable expense of time and effort, or cannot solve problems arising with a reasonable expense of time and effort.
(6) In so far as any fault in the programme reported by the Customer does not actually exist, the contractor shall be entitled to make a separate charge for the expense thereby caused.
(7) The period of planned unavailability is agreed to be Fridays and Saturdays in each case from 11:00 pm - 2.00 am (CET). During the times of planned unavailability, Signavio shall be entitled to maintain and service the APPLICATION or SERVER and to create data backups or carry out other works. Further times of planned unavailability are, where applicable, to be notified to the Customer 14 days in advance. Such further times may only be invoked for cogent reasons and having reasonable regard to the legitimate interests of the Customers.
(8) If and in so far as the Customer can use the APPLICATION during times of planned unavailability, no legal claim hereto shall exist. If during any use of an APPLICATION in times of planned unavailability a reduction or loss of performance arises, the Customer shall have no claim under liability for defects or any claim for damages.

§ 5 Non-fulfilment of main duties of performance

(1) Should Signavio fail to fulfil the obligations agreed in § 2 and 4 in the full scope, the following provisions shall apply.
(2) Should Signavio fall into default with the first operable provision of the APPLICATION, the liability shall be governed by the terms of § 15. The Customer shall be entitled to rescind the contract if Signavio fails to comply with a two-week period of grace set by the Customer, i.e. fails to provide the full agreed functionality of the APPLICATION within the period of grace.
(3) Should Signavio fail, either in whole or in part, to comply with the agreed obligations following the first operable provision of the APPLICATION and/or the APPLICATION DATA, the monthly remuneration for use under § 9 shall be reduced proportionally for the period during which the APPLICATION and/or the APPLICATION DATA or the storage space were not available to the Customer in the scope agreed. Where Signavio is responsible for this non-fulfilment, the Customer may assert further claims for damages in accordance with the terms of § 15.

§ 6 Ancillary performance obligations of Signavio

(1) At the commencement of the Contract, Signavio shall provide the Customer once-off with electronic user documentation for the APPLICATION either by download or on a suitable data carrier. In so far as an updating of the APPLICATION has been agreed and takes place in accordance with § 2, the user documentation will be adapted correspondingly. This only applies, however, if the effects on the user documentation are not inconsiderable.
(2) The Customer shall be entitled to store and print out the documentation provided, and to duplicate the same in reasonable quantities for the purposes of this Contract, subject to retaining any existing industrial property right notices. In all other respects, the restrictions on use agreed for the APPLICATION under § 7 shall apply correspondingly for the documentation.
(3) Signavio shall provide user support for day-to-day care by telephone and/or by e-mail on weekdays (Mondays to Fridays, except for statutory public holidays in the State of Berlin) during the hours between 9 am and 5 pm. You will find the contact data for the user support under: https://editor.signavio.com/help/en/index.html. The user support serves the day-to-day care and does not replace the implementation of or training for the APPLICATION by Signavio.
(4) Other performances of Signavio may be agreed in writing at any time, in particular training sessions for the APPLICATION. Such other performances shall be furnished subject to reimbursement of the proven expenditure in accordance with § 9, para. 4.

§ 7 Rights of use and use of the APPLICATION; Rights of Signavio in the event of the authorisations for use being exceeded

(1) Rights of use of the APPLICATION
(a) The Customer receives the simple, not sub-licensable and non-transferable rights of use for the APPLICATION, limited in time to the term of this Contract, in accordance with the terms of the following provisions.
(b) No transfer of the APPLICATION to the Customer takes place. The Customer may only use the APPLICATION for its own commercial activities.
(c) The Customer shall be entitled to use the APPLICATION itself and through its employees in so far as these have been registered by it as authorised users. The authorised users are to be named to Signavio via the corresponding function within the APPLICATION. A replacement of users by other users who are also employees of the Customer is possible at any time. The licensee vis-à-vis Signavio is exclusively the Customer.
(d) The Customer shall not be entitled to make any changes to the APPLICATION. In particular, it shall not be entitled to investigate its mode of operation by way of so-called reverse engineering, to decompile or dismantle it in its parts and/or to use it as a basis for the preparation of its own software programmes. This shall not apply for changes which are necessary for the rectification of faults where the provider is in default with the elimination of the fault, refuses to remedy the fault or is not in a position to remedy the fault due to the opening of insolvency proceedings.
(e) If, during the term of the Contract, Signavio issues new versions, updates, upgrades or other new deliveries with regard to the APPLICATION, the above rights shall also apply for these.
(f) The Customer shall not be entitled to any rights which have not been expressly granted to the Customer under the above terms. In particular, the Customer shall not be entitled to use the APPLICATION above and beyond the agreed scope or to let it be used by third parties or to make the APPLICATION accessible to third parties. In particular, it shall not be permitted to replicate or sell the APPLICATION or transfer the use of the same temporarily, in particular to hire it out or to lend it.
(g) The documents delivered to the Customer (documentation) are deemed to be confidential. Their contents may not be disclosed or passed on to third parties without the consent of the providers.
(2) Obligations of the Customer concerning secure use
(a) The Customer shall take the necessary precautions to prevent any use of the APPLICATION by unauthorised persons. These include in particular a secure choice of password, regular changes of passwords and comparable measures.
(b) The Customer shall be liable for ensuring that the APPLICATION is not used for illegal purposes or purposes which infringe official provisions or conditions, and that no corresponding data, in particular APPLICATION DATA, is compiled and/or stored on the SERVER.
(3) Breach of the provisions under paras. (1) and (2) by the Customer
(a) Should the Customer breach the provisions of paras. (1) or (2) for reasons for which it is responsible, Signavio may block the access of the Customer to the APPLICATION or to the APPLICATION DATA if the breach can provenly be stopped by these means. In serious cases, this may also take place without any prior written notification to the Customer.
(b) Should the Customer unlawfully breach para. (2), letter (b), Signavio shall be entitled to delete the relevant data and/or APPLICATION DATA. In the case of any unlawful breach by the user, the Customer shall, upon demand, provide Signavio without delay with all details for the purpose of asserting claims against the user, in particular his name and address. Should the Customer, notwithstanding corresponding written admonition by Signavio, continue to breach or repeatedly breach the provisions in paras. (1) or (2), and if it is responsible for the same, Signavio may terminate the Contract summarily without complying with any period of notice.
(c) For each case in which the Customer culpably enables the APPLICATION to be used by third parties (or by users not named by the Customer), the Customer shall pay a contractual penalty, immediately due, in the amount of the monthly basic lump sum price in accordance with § 9, para. 1. The right to assert claims for damages remains reserved; in this case, the contractual penalty shall be set off against the claim to damages.
(d) If the Customer is responsible for the breach of duty, Signavio may assert a claim for damages in accordance with the provisions of § 15.
(4) Rights of the Customer to databanks and databank works arising
In so far as and to the extent that during the term of this Contract a databank, databanks, a databank work or databank works arise through activities of the Customer permitted under this Contract on the SERVER of Signavio, in particular through the compilation of APPLICATION DATA, the Customer shall be entitled to all rights in the same. The Customer shall also remain owner of the databanks and/or databank works following the end of the Contract.

§ 8 Liability for flaws in legal title

(1) Signavio shall provide the Customer with the APPLICATION free from rights of third parties.
(2) In so far as and to the extent that rights of third parties impair the Customer in its use of the APPLICATION, it shall not be obliged to pay remuneration.
(3) Any refusal of the use of the APPLICATION and/or of the APPLICATION DATA for legal reasons under para. 1 shall precipitate the consequences of § 5, para. 3.
(4) Signavio shall indemnify the Customer upon first demand from all claims of third parties which result from a breach of para. 1. The parties shall notify each other in writing without delay should any claims be asserted against them. Signavio shall enable the Customer in appropriate manner to obtain full access to the APPLICATION DATA.
(5) Signavio shall not be liable for any breach of the rights of third parties by the Customer in so far as and to the extent that this breach results from the Customer having exceeded the rights of use granted under this Contract. In this case, the Customer shall indemnify Signavio upon first demand from all claims of third parties.

§ 9 Remuneration

(1) A remuneration will be charged for the services to be rendered of granting the use in respect of the APPLICATION and the provision of storage space, including the creation of data backups. The amount shall depend upon the service chosen, the number of users registered by the Customer and also the term of contract chosen. Details of prices are to be found in the respectively current price list under http://www.signavio.com/images/product-info/pricelist.pdf.
(2) The remuneration shall become immediately due for payment upon the rendering of the invoice for the entire contract term. The remuneration shall be payable for each calendar month commenced as from the provision of the use in operable condition. The Customer may settle the same by means of bank transfer or accepted credit cards. If the Customer has legitimately terminated the contract summarily, the remuneration is to be repaid pro rata temporis. In the case of default in payment, the statutory provisions shall apply.
(3) Signavio shall be entitled to increase the remuneration for the first time after the expiration of 12 months following the commencement of the Contract upon written notice of 4 weeks, with effect from the commencement of the month following thereon. The Customer shall have the right, within a period of 4 weeks following receipt of the notice, to terminate the contractual relationship in writing. Signavio shall draw the attention of the Customer to this right of termination with each notice of increase.
(4) Other performances shall be rendered by Signavio according to the time and expense incurred at the prices to be respectively agreed by the parties. This shall apply in particular for the training of customers and/or users.
(5) The remuneration shall be owed with the addition of the value added tax in the respective statutory amount applicable.
(6) Invoices shall, as a basic principle, be prepared in electronic form. Should the user wish to receive invoices by post, these shall be subject to a charge of 1.50 EUR per invoice.

§ 10 Duties and obligations of the Customer

The Customer shall fulfil all duties and obligations which are necessary for the performance of the Contract. It shall in particular
1. keep the authorisations of use and access allocated to it and/or to the users secret, protect the same from access by third parties and not pass on the same to unauthorised users. This data is to be protected by appropriate and usual measures. The Customer shall notify Signavio without delay if the suspicion exists that non-authorised persons may have become aware of the access data or passwords;
2. comply with the restrictions/obligations in relation to the rights of use under § 7, in particular
a. name all users intended by it for the use of the APPLICATION under § 7, and also any corresponding changes;
b. not, without authorisation, call up any information or data, or cause the same to be called up, or interfere in programmes which are operated by Signavio, or cause any such interferences to be made, or, without authorisation, penetrate data networks of Signavio or promote any such penetrations;
c. not, in abuse of the terms of the contract, use the exchange of electronic news possible within the scope of the contractual relationship and/or use the APPLICATION for the unsolicited sending of news and information to third parties for advertising-purposes;
d. indemnify Signavio from claims of third parties which are based on any unlawful use of the APPLICATION by it or which arise from disputes relating to data protection, copyright or other legal disputes caused by the Customer which are associated with the use of the APPLICATION;
e. impose an obligation on the authorised users that they, for their part, will comply with the provisions of this Contract applying to them;
3. ensure that it observes (e.g. in the transmission of texts/data of third parties onto the SERVER of Signavio) all rights of third parties in material used by it;
4. obtain the necessary consent of the respective person affected under § 11, para. 2, in so far as it collects, processes or uses personal data in the use of the APPLICATION and no statutory consent criteria apply;
5. prior to the sending of data and information to Signavio, examine the same for viruses, and install virus protection programmes corresponding to the latest status of technology;
6. pay the remuneration agreed in § 9 by the due date;
7. if it transmits data to Signavio for the purpose of creating APPLICATION DATA using the APPLICATION, secure the same regularly, commensurate with the importance of the data, and prepare its own back-up copies so that, in the event of loss of the data and information, the same can be reconstructed;
8. in so far and to the extent that, by mutual agreement, it is afforded the technical possibility of doing so, regularly secure the APPLICATION DATA stored on the SERVER through download; the obligation of Signavio under § 2, para. 5, to create data back-ups remains unaffected hereby.

§ 11 Data security; Data protection

(1) The Parties shall observe the respectively applicable data protection provisions, in particular those valid in Germany, and impose an obligation on those employees assigned in connection with the Contract and its implementation to preserve data security in accordance with § 5 BDSG [Bundesdatenschutzgesetz - Federal Data Protection Act] in so far as they have not already generally been place under a corresponding obligation.
(2) Where the Customer collects, processes or uses personal data, it shall be responsible for ensuring that it is entitled to do so in accordance with the applicable provisions, in particular data protection provisions, and shall, in the case of any breach, indemnify Signavio from any claims of third parties. In so far as the data to be processed is personal data, a case of commissioned data processing exists, and Signavio shall observe the statutory requirements of commissioned data processing and the instructions of the Customer (e.g. in relation to compliance with duties of deletion and blockage). The instructions must be notified in due time in writing.
(3) Signavio shall take the technical and organisational security precautions and measures in accordance with the Annex to § 9 BDSG. Signavio shall in particular protect the services and systems lying within the sphere of its access and also the APPLICATION DATA and, where appropriate, other data stored by the Customer or relating to the Customer on the SERVER against any unauthorised notice, storage, modification or other non-authorised accesses or attacks - whether through technical measures, through viruses or other harmful programmes or data or through physical access - by employees of Signavio or third parties, quite regardless by which means such are made. Signavio shall in this respect take the appropriate and usual measures which are necessary according to the latest status of technology, in particular virus protection and protection against similar harmful programmes as well as other measures securing its facilities, including protection against burglary.
(4) The Customer shall be entitled to satisfy itself of the compliance with the requirements in accordance with the Annex to § 9 BDSG as well as the other handling of personal data by Signavio in conformity with the statutory and contractual provisions within the scope of the operation of the APPLICATION under this Contract. The parties shall, where applicable, agree as to the nature of the examination.
(5) Signavio shall only collect and use Customer-related data in such scope as the implementation of this Contract requires. The Customer consents to the collection and use of such data in this scope.
(6) The obligations under paras. 1 to 4 shall exist as long as APPLICATION DATA lie within the sphere of influence of Signavio, including beyond the end of the Contract. The obligation under para. 5 shall also continue in existence beyond the end of the Contract for an indefinite period of time.

§ 12 Secrecy

(1) The parties hereto shall maintain secrecy in relation to all information to be treated confidentially of which they receive knowledge within the scope of this contractual relationship, and only use the same vis-à-vis third parties - irrespective for which purpose - with the previously obtained written consent of the respective other party. Information to be treated confidentially shall only include information which is expressly designated as confidential by the party providing the information and such information whose confidential nature unequivocally derives from the circumstances of the provision of the same. In particular the APPLICATION DATA is to be treated confidentially by Signavio, should Signavio obtain knowledge of the same.
(2) The obligations under para. 1 shall not apply for such information or any parts thereof in respect of which the recipient party proves that
1. it had knowledge of the same or the information was generally accessible prior to the date of receipt, or
2. the information was in the public domain or generally accessible prior to the date of receipt, or
3. the information was in the public domain or generally accessible following the date of receipt without the party receiving the information being responsible therefore.
(3) Public declarations by the parties concerning any co-operation shall only be made in accordance with prior mutual agreement.
(4) The obligations under para. 2 shall also continue in existence beyond the end of the Contract for an indefinite period of time for as long as the criteria of exception under para. 2 have not been proven.

§ 13 Sanction in the case of breach of the obligations under §§ 11, 12
(1) Should a party breach any duty under § 12 for reasons for which it is responsible, a contractual penalty in the amount of Euro 6000.00 shall be payable for each case of breach.
(2) Further, the damaged party may assert a claim for damages in accordance with the provisions of § 15 of this Contract, whereby the contractual penalty is to be set off against the sum of damages.

§ 14 Insolvency or threatened insolvency of a party to the Contract

Either party shall notify the other party without delay if
1. it has made application for the opening of insolvency proceedings or intends to do so in the coming 14 calendar days,
2. the opening of insolvency proceedings has been applied for by third parties,
3. it must cease payments by reason of financial difficulties,
4. in temporal connection with financial difficulties, measures have been taken against it for the satisfaction of claims of third party creditors, or
5. in temporal connection with financial difficulties, it has consented to agreements for the satisfaction of claims of third party creditors.

§ 15 Liability, limits of liability and contractual penalty

(1) The Parties shall be liable to each other without limitation in the case of deliberate intent or gross negligence for all damage caused by them or their statutory representatives or vicarious agents.
(2) In the case of ordinary negligence, the parties shall be liable without limitation in the case of injury to life, limb or health.
(3) In all other respects, a party shall only be liable in so far as it has breached a fundamental contractual duty (cardinal duty). In these cases, the liability shall be limited to the reimbursement of the foreseeable damage which typically arises. The liability of Signavio, irrespective of fault, for damages (§ 536 a BGB - Bürgerliches Gesetzbuch - German Civil Code) for defects present at the point in time of the conclusion of the Contract is excluded; paras. 1 and 2 remain unaffected. Cardinal duties are the fundamental contractual duties, any breach of which would jeopardise the purpose of the contract.
(4) A party shall only be obliged to pay a contractual penalty if this Contract expressly provides for the same. A contractual penalty does not need be reserved. A set-off with and against the same is admissible.
(5) Liability under the Produkthaftungsgesetz [Product Liability Act] remains unaffected.

§ 16 Registration; Test version; Conclusion of the Contract

(1) A pre-requisite of the use of the APPLICATION is registration by the Customer. Through successful registration, a personal user account is opened for the Customer. At the registration and thereafter in the APPLICATION, the Customer may nominate further users to be specified by name. The Customer is obliged to provide the data requested at registration correctly and in full. The Customer is obliged to notify Signavio without delay of any changes to its customer data. The Customer must be a businessman within the meaning of § 14 BGB.
(2) Prior to the use of the application subject to charge, Signavio offers its customers the use of a test version of the APPLICATION free of charge. The contract for the use of the test version free of charge is formed once the Customer has sent the complete registration details to Signavio (by pressing the button "test Signavio") and Signavio has declared its acceptance by an e-mail to the Customer which confirms the receipt of the registration and also of the conclusion of the Contract. This e-mail also contains a hyperlink through the clicking of which the Customer activates its user account. The test phase free of charge ends automatically after 30 days.
(3) The contract concerning the use of the APPLICATION subject to charge is formed as follows: the sending of the booking details in full, as well as the selection by the Customer of the offer concerning the booking function within the APPLICATION through pressing the button "book with binding effect" represents the binding offer (application) of the Customer to conclude the Contract. The acceptance of the application is made by an e-mail from the provider which confirms the receipt of the booking as well as the conclusion of the Contract.
(4) The Signavio websites themselves simply represent an invitation to submit offers.

§ 17 Term; Termination

(1) The Customer may at any time terminate the Contract for the use free of charge of the test version of the APPLICATION.
(2) Contracts subject to charge which have been concluded for a fixed period or for which a minimum contract term has been agreed shall be extended by the agreed period or minimum term, at the most, however, by one year, unless they have been terminated observing a period of notice of three months to expire at the respective expiration of the fixed period or the expiration of the minimum contractual term. Contracts with an agreed minimum term of one or three months may be terminated observing a period of 5 working days to expire at the expiration of the minimum term. This applies subject to any deviating agreements with the user.
(3) Signavio may give due notice of termination of contractual relationships without specifying reasons, observing a period of notice of four weeks.
(4) The right of both parties to terminate the Contract summarily for cogent reasons remains unaffected. A cogent reason for Signavio in particular exists if the Customer has given false contact data, false or invalid e-mail addresses, false bank account details or has transferred its user account to a third party.
(5) Notwithstanding the provisions in para. 4, Signavio may terminate the Contract without complying with any period of notice if the Customer is in default for two consecutive months with the payment of the prices or of a not inconsiderable part of the prices or, in a period of time covering more than two months, is in default with payment of the remuneration in an amount which reaches the remuneration for two months. Signavio may in this case additionally demand liquidated damages, payable immediately in one sum, in the amount of one quarter of the remaining monthly lump sum price up until the expiration of the regular contract term. The right is reserved to the Customer to prove that a lower sum of damage has been suffered.
(6) Notices of termination must be made in written form.

§ 18 Duties upon and following the ending of the Contract

Following the ending of the contractual relationship, Signavio shall be obliged to provide the Customer with the APPLICATION DATA stored by it in the form of data transmission.

§ 19 Final provisions

(1) The contractual relationship shall be governed by German law to the exclusion of the UN Convention on the International Sale of Goods.
(2) Amendments or supplements to this Contract must be made in writing.
(3) Should individual provisions of this Contract be ineffective or lose their effectiveness through circumstances arising later, the effectiveness of the remainder of this Contract shall remain unaffected thereby.
(4) In so far as the Customer is a businessman, a legal entity under public law provisions or a special body of assets under public law provisions, Berlin is agreed as the court venue for all disputes which arise from or in connection with this Contract.

 

Version: 27 January 2010

 

Questions or additional information: If you have any questions on this Contract or wish to have additional information, please send an e-mail to signavio-kontakt.