General Terms and Conditions of Sintrec GmbH

1. Scope of Application

1.1 These General Terms and Conditions ("GTC") apply to all contracts between Sintrec GmbH, Hans-Böckler-Str. 3, 97222 Rimpar, Germany, Phone: +49 15630 160166, Email: info@sintrec.com, hereinafter referred to as "Provider", and its customers, hereinafter referred to as "Customer", regarding the provision and use of SaaS and cloud services, unless expressly agreed otherwise in text or written form.

1.2 These GTC govern the provision of the software, access to the cloud services, and related services of the Provider.

1.3 Deviating, conflicting, or supplementary terms and conditions of the Customer shall only apply if the Provider has expressly agreed to their validity.

1.4 By accepting an offer, concluding a contract, or using the Provider's services, the Customer acknowledges these GTC.

1.5 Changes to these GTC will be communicated to the Customer in text form. If the Customer does not object within four weeks of receipt, the changes shall be deemed accepted, provided the Provider has separately informed the Customer of this consequence.

2. Definitions

2.1 "Customer" is the company, organization, or person who contractually uses the Provider's services.

2.2 "SaaS Service" is the operation and provision of the Provider's standard software via an internet connection. Data entered, processed, or generated by the Customer is not part of the SaaS Service as such.

2.3 "User" is a natural person authorized by the Customer to use the Provider's services on behalf of the Customer.

2.4 "Account" is a uniquely assigned, protected access for a User to the software.

2.5 "User Documentation" means electronic manuals, help texts, service descriptions, or other usage documents provided by the Provider.

3. Provider Services

3.1 The Provider provides the Customer with SaaS/cloud software for construction projects. The software serves in particular for the digital capture, storage, management, display, editing, communication, and exchange of project-related information, documents, models, and other data.

3.2 The specific scope of services results from the respective offer, service description, user documentation, and any supplementary agreements.

3.3 The Provider is entitled to further develop, update, or adapt the software technically, provided that the contractual use is not significantly impaired thereby.

3.4 Individual customizations, additional developments, data migrations, integrations, training, consulting services, or other project services are only owed if they have been expressly agreed upon separately.

3.5 Performance dates and deadlines are only binding if they have been expressly agreed as binding.

4. Service Description

4.1 The Provider's software supports the digital processing of construction projects. It may provide functions for project communication, document and data management, visualization, collaboration, and tracking of project-related processes.

4.2 The exact scope of functions, any usage limits, storage limits, interfaces, additional modules, and other service features result from the respective offer.

5. Contract Formation

5.1 A contract is concluded through an offer from the Provider and its acceptance by the Customer. Offers from the Provider are non-binding unless expressly designated as binding.

5.2 The agreed quality of services is conclusively determined by the contract, offer, and service description. The Provider is entitled to change services if required by legal requirements or if it represents a technical improvement and does not unreasonably impair contractual use.

6. Scope of Use and Usage Rights

6.1 The software is operated exclusively on servers of the Provider or commissioned service providers. The Customer does not acquire ownership of the software but receives a simple, non-exclusive, non-transferable right limited to the term of the contract to access and use the software for its own business purposes within the contractually agreed scope.

6.2 Use is only permitted within the contractually agreed scope. The Customer may only make the software accessible to third parties to the extent provided for in the contract.

6.3 The Customer remains the owner of the data entered and processed by them. They may request the return of their data in accordance with contractual agreements. There is no right to surrender of the software or source code.

6.4 The Customer may not reproduce, sell, rent, lend, make publicly available, or use the software outside the agreed scope of use, unless this is mandatorily permitted by law.

6.5 The Provider is entitled to take appropriate technical measures to protect against unauthorized use, provided that contractual use is not significantly impaired thereby.

6.6 In the event of unauthorized use or transfer of use, the Customer is obliged to provide the Provider with the information required for asserting claims immediately upon request.

6.7 The Provider is entitled to temporarily block the Customer's access if the Customer significantly exceeds the agreed scope of use or violates essential contractual obligations. The Customer shall generally be given the opportunity to remedy the situation before blocking, insofar as this is reasonable.

6.8 The Provider's claim for compensation for use exceeding the agreed scope remains unaffected.

6.9 To the extent that open source components are part of the software, their respective license terms apply additionally.

7. Availability and Service Defects

7.1 The availability of services results from the respective offer or service description.

7.2 An only insignificant reduction in the suitability of the services for contractual use does not give rise to defect claims. The Provider's fault-independent liability for defects already existing at the time of contract conclusion is excluded to the extent permitted by law.

7.3 Restrictions or impairments of services that are outside the Provider's sphere of influence, particularly due to internet disruptions, force majeure, actions of third parties, or the Customer's IT infrastructure, shall not be considered contractual defects.

8. Data Protection and Data Security

8.1 The Provider complies with the relevant data protection regulations, particularly the GDPR, when collecting, processing, and using personal data.

8.2 To the extent that the Provider processes personal data on behalf of the Customer, this is done exclusively for contract performance and, if applicable, on the basis of a separate data processing agreement.

8.3 The Customer remains the data controller under data protection law for personal data entered into the software, unless otherwise provided by law.

8.4 The Customer warrants that the collection, processing, and use of the data entered by them is lawful and shall indemnify the Provider against claims by third parties in the event of a breach.

8.5 The Provider is entitled to engage subcontractors and will obligate them accordingly.

8.6 The Provider and engaged service providers take appropriate technical and organizational measures to protect the data.

9. Customer Obligations

9.1 The Customer must keep their access credentials and those of their users confidential and protect them from access by unauthorized third parties.

9.2 The Customer is obliged to use the software only within the framework of legal regulations and contractual agreements.

9.3 The Customer must back up their data to a reasonable extent, insofar as this is possible and reasonable for them.

9.4 The Customer provides the Provider with all information, contacts, and cooperation required for contract performance in a timely manner.

10. Unauthorized Use and Damages

10.1 If the Customer or a third party attributable to them uses services without authorization, the Customer is obliged to compensate for the resulting damage. The Provider remains entitled to claim compensation for unauthorized use as well as further damages.

11. Maintenance and Support

11.1 Maintenance services include ongoing technical maintenance of the software, error analysis and error correction to the best of our ability, technical updates, and measures for stabilization and further development of the platform.

11.2 Maintenance and support services are generally provided Monday to Friday from 8:00 AM to 5:00 PM, excluding public holidays at the Provider's location.

11.3 The Customer is obliged to report disruptions and errors in a comprehensible manner with all available information so that analysis and reproduction is possible.

11.4 Without separate agreement, maintenance and support do not include on-site services, individual customizations, customer-specific customizing, data conversions, training, specialist consulting, support for third-party software, or feature extensions at the Customer's request.

11.5 The Provider may provide the Customer with measures to work around or resolve errors, which the Customer must implement to a reasonable extent.

12. Support

12.1 The Provider provides the Customer with a support contact point. Support handles inquiries regarding technical deployment requirements, software usage, and individual functional aspects of the services provided.

12.2 Support requests can be submitted via email or live chat during support hours.

12.3 The Provider processes proper support requests in the normal course of business and, where possible, using documentation, help texts, and known solutions.

12.4 Extended services, particularly guaranteed response times, on-call services, weekend support, on-site visits, or project-specific special support, require a separate agreement.

13. Contract Term and Termination

13.1 No free trial access is offered.

13.2 The contract term results from the respective offer. Unless otherwise agreed, it begins with the agreed service start and runs for the project period specified therein.

13.3 Compensation is based on project prices according to the offer. Early ordinary termination during an agreed project period is excluded unless expressly agreed otherwise.

13.4 If no fixed term has been agreed for ongoing services, the contract is extended by the originally agreed period unless terminated with four weeks' notice to the end of the term.

13.5 The right to extraordinary termination for good cause remains unaffected.

13.6 Terminations require at least text form to be effective, unless a stricter legal form is prescribed.

13.7 After contract termination, the Customer's access to the software and productive use ends unless otherwise agreed.

13.8 Customer data is stored for a reasonable transition period after contract termination, unless statutory retention obligations or different agreements exist. It is then deleted unless further storage is legally required.

14. Compensation and Payment

14.1 Compensation is based on the project prices, additional services, and payment terms agreed in the respective offer.

14.2 Unless otherwise agreed, invoices are due for payment without deduction within 14 calendar days of receipt.

14.3 Payments are made by bank transfer to the account specified by the Provider.

14.4 In the event of payment default, the statutory default provisions apply. The Provider may also charge reasonable reminder fees.

14.5 Set-off and retention are only permitted with undisputed or legally established claims, unless otherwise provided by law.

14.6 In the event of payment default, the Provider is entitled, after prior warning, to temporarily suspend services or make them conditional on advance payment.

14.7 Fixed performance dates require an express agreement.

15. Cooperation, Duties to Cooperate, and Confidentiality

15.1 Both parties shall designate responsible contacts for contract performance upon request.

15.2 The Customer supports the Provider appropriately in service delivery and provides necessary information, access, and cooperation in a timely manner.

15.3 Defects and disruptions must be reported by the Customer immediately in a comprehensible and sufficiently detailed form.

15.4 Both parties undertake to maintain confidentiality regarding business and trade secrets as well as other information recognizable as confidential. This obligation continues after the end of the contract.

15.5 The parties are aware that unencrypted electronic communication involves security risks. Unless encryption has been agreed, no claims shall be derived from this.

16. Disruptions in Service Delivery

16.1 If services are delayed due to circumstances not attributable to the Provider, particularly force majeure, strikes, failure of telecommunications connections, official measures, or actions of third parties, deadlines and dates are postponed by the duration of the disruption plus a reasonable restart period.

16.2 If the Provider incurs additional costs due to a disruption attributable to the Customer or lack of cooperation, these may be charged separately.

16.3 If the Provider is in default, the Customer's claim for damages due to delay is limited to 0.5 percent of the value of the affected service part for each completed week of delay, but not more than 5 percent of this value in total, unless intent or gross negligence is involved.

16.4 Statutory withdrawal rights otherwise remain unaffected.

17. Material Defects and Reimbursement of Expenses

17.1 The Customer is aware that standard software is complex and complete freedom from errors cannot be technically guaranteed. The contractually agreed quality according to offer and documentation is therefore decisive for freedom from defects.

17.2 The Provider maintains the software provided for use in a condition suitable for contractual use during the agreed term.

17.3 Claims for insignificant defects are excluded. The same applies to defects based on improper use, unsuitable system environment, changes by the Customer, or external influences not attributable to the Provider.

17.4 The Provider's fault-independent liability pursuant to § 536a para. 1 BGB for defects already existing at the time of contract conclusion is excluded to the extent permitted by law.

17.5 The Provider remedies defects within a reasonable period during its business hours.

17.6 The limitation period for material defect claims is one year from the statutory start of limitation, to the extent permitted by law. Statutory special cases remain unaffected.

17.7 The Provider may claim reimbursement of expenses if a Customer report proves unfounded or additional expenses arise due to insufficient cooperation by the Customer.

18. Legal Defects

18.1 The Provider is only liable for infringement of third-party rights if the services are used unchanged in accordance with the contract and in the intended deployment environment.

18.2 If a third party claims that a service of the Provider infringes their rights, the Customer must inform the Provider immediately and give them the opportunity to defend.

18.3 If third-party rights are infringed, the Provider will, at its option, procure the right of use, make the service non-infringing, or take back the service against reimbursement of the fee less a reasonable usage compensation, if no other reasonable solution is possible.

18.4 The provisions of these GTC apply additionally to limitation and liability.

19. Provider Liability

19.1 The Provider is liable without limitation for intent and gross negligence, under the Product Liability Act, and for damages resulting from injury to life, body, or health.

19.2 In the case of slightly negligent breach of essential contractual obligations, the Provider is only liable for typical, foreseeable damage. Essential contractual obligations are those obligations whose fulfillment enables the proper performance of the contract in the first place and on whose compliance the Customer may regularly rely. Liability is limited to EUR 10,000 per damage event. Otherwise, liability for slight negligence is excluded.

19.3 In the event of data loss, the Provider is only liable for the effort that would have been required for restoration with proper data backup by the Customer.

19.4 The above liability provisions also apply to claims for reimbursement of expenses and in favor of the legal representatives, employees, and vicarious agents of the Provider.

20. Transfer of Rights and Obligations

20.1 The assignment of rights and obligations under the contract by the Customer requires the prior consent of the Provider. The Provider is entitled to use third parties for contract performance.

21. Final Provisions

21.1 German law applies excluding the UN Convention on Contracts for the International Sale of Goods.

21.2 The place of jurisdiction for all disputes with merchants, legal entities under public law, or special funds under public law is, to the extent permitted by law, the Provider's registered office. The Provider is also entitled to sue the Customer at their general place of jurisdiction.

21.3 Should individual provisions of these GTC be or become wholly or partially invalid, unenforceable, or incomplete, the validity of the remaining provisions remains unaffected. The statutory provision shall take the place of the invalid, unenforceable, or missing provision.