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Terms and Conditions

Software Service Contract


United Planet

§ 1 Subject matter of the contract

  1. The subject matter of the contract is

    1. the provision of all update versions in the object code of the standard software

      Intrexx Professional


      (hereinafter referred to as "Updates"), so far as such are sold by United Planet GmbH during the term of this contract in the country in which the Customer has its registered office.

      The scope of each individual Update concerned is specified in the product description contained in the user documentation.

    2. support for the standard software Intrexx Professional, including the Updates.


  2. The Customer has purchased the latest version (as at the date of this contract) of the software Intrexx Professional, add-on modules or portals based on the Intrexx Professional software. The number of server and user licenses thereby acquired is shown in Annex 1 to this contract. The Customer is entitled to use the same number of Updates as the number of legally purchased server and users licenses, for an unlimited period of time.

§ 2 Delivery and scope of services

The services to be provided by United Planet include:
  1. Provision of the latest Updates, so far as such are sold by United Planet GmbH during the term of this contract in the country in which the Customer has its registered office. The Updates must be supplied within a reasonable period after they go on sale in the country concerned.

    United Planet reserves the right to supply the Updates by placing them on a suitable server and making them available for download from the internet.

    United Planet GmbH expressly reserves the right to determine the content of the Updates and the commencement date for sale of the Updates. The Updates may in particular contain amendments which upgrade the software in respect of general technical developments and the general requirements of the end users of the software or which appear expedient to United Planet GmbH for other reasons e.g. to eliminate bugs.

    United Planet GmbH further reserves the right to decide in which environment the Updates may be used and, where applicable, to amend the licensed hardware and software requirements or configurations for Updates. As technology advances, changes are generally required to the system requirements or the environment in which the software and Updates are used in order to keep United Planet products in line with the state of the art. It is the Customer's responsibility to ensure that the system requirements necessary for use of the Updates are in place.

  2. The following services in connection with support:

    1. United Planet shall provide the software service contract customer with privileged access to the "United Planet Support Center“ (ticket system), which the customer may use at any time of day or night (24/7) for all technical queries relating to Intrexx Professional, to upload associated log files and/or other documents and to view the status of queries. The Customer must use an ID code to access this service.

    2. United Planet also provides qualified staff to answer telephone enquiries from the Customer concerning the software between Monday and Friday from 9.00am to 12.00pm and from 2.00pm to 5.00pm (UTC+1).

    3. The response time for support queries submitted Monday to Friday shall be 24 hours. If further research is necessary, United Planet reserves the right to respond to these queries in writing or orally within a reasonable time.

    4. The Customer must not pass on the aforementioned exclusive access data and communication addresses to third parties.

    5. The Customer shall provide United Planet with all the information, documentation and data necessary for the provision of support (portals, databases, applications…) and shall provide backup copies of this data.

    6. United Planet is not obliged to respond to queries from the Customer

      1. which obviously arise from the fact that the minimum requirements specified in the software documentation have not been met,

      2. relating to products or operating failures which are obviously unconnected to the software and the conditions necessary to operate the software,

      3. relating to the desire of the Customer to achieve additional functionality or set-ups which are not available in the software nor promised in the software documentation,

      4. which are caused by the Customer having installed or configured the software in an impermissible way or carrying out undocumented interventions,

      5. which relate to the support of third-party systems in the system environment (operating systems, databases etc.),

      6. which relate to the support of customer-specific adaptation of the application, or individual add-ons such as JavaScript, Velocity Markup, Java and/or expert attributes.
The Customer alone is responsible for selecting, using and monitoring the performance of the Updates, for data backup and for the intended results.

§ 3 Prices and terms of payment

  1. The service charge for the services to be provided under this contract shall be

    1. if the term of the contract is two years: 25 percent of the license fee per year, but at least €998.00.
    2. if the term of the contract is five years: 19 percent of the license fee per year, but at least €998.00.

    The license fee is the cost of the server and user licenses, plus add-on modules purchased by the Customer pursuant to Annex 1, calculated on the basis of the general United Planet price list applicable at the commencement of this contract.

  2. The service charge is stated exclusive of value-added tax. If services are provided in a third country, German VAT shall not be applied. The national import VAT plus customs duties and other charges, where applicable, shall be borne by the customer. All invoices are payable immediately, without deduction, no later than the due date of the invoice. The payer bears all charges and expenses associated with the payment (= bank transfer in euros). Invoices shall be made out in euros.

  3. The service charge shall be payable yearly in advance.

  4. If the prices underlying the license fee calculation change, United Planet is entitled to recalculate the license fee and adjust the service charge accordingly. The adjusted service charge shall take effect from the start of the year following the adjustment. The service charge may not be increased by more than 5 percent a year.

  5. If the Customer acquires additional server or user licenses, add-on modules or additional portals during the term of this contract, the service charge for these licenses and modules shall be calculated from the date of acquisition. United Planet shall calculate the increase in the service charge arising herefrom up to the end of the contract year, thereafter the service charge as a whole will be calculated each year in accordance with paragraphs 1 to 4.

§ 4 Term of the contract

  1. This contract shall run for (please check the desired term)

    • two years
    • five years

    and shall commence upon provision of the access data to the Customer. This may be sent by email or by post, at the choice of United Planet.

  2. The contract shall be extended automatically by a further year unless one party terminates the contract by giving six months' notice to the end of the respective contractual term.

  3. The right to terminate the contract without notice remains unaffected.
    United Planet is entitled to terminate the contract without notice in particular if the Customer

    1. infringes the user rights granted to it under this contract and/or the copyrights of United Planet in any form,
    2. is more than two months in arrears with payments owed.

  4. Termination must be expressed in writing by means of registered letter.

§ 5 Warranty

  1. Upon notification by the Customer, defects in the Updates provided (defects of quality or title) including the manuals and other documentation shall be rectified by United Planet within the warranty period of one year starting from the date of delivery of the goods. Rectification shall be effected at the choice of United Planet through repair of the defect (remedy) or delivery of a defect-free Update (replacement delivery). So far as the Update is to be returned to United Planet for the purpose of remedy or replacement delivery. the Customer shall pay the costs incurred.

  2. If the defect cannot be rectified within a reasonable period or if the remedy or replacement delivery is deemed to have failed for any other reason, the Customer may, at its discretion, demand a reduction in the purchase price (Minderung), rescind the contract or demand damages or reimbursement for wasted expenditure. The latter two options are governed by clause 6 of this contract.
    The rescission of the contract does not exclude the right to claim damages. Rescission is excluded if United Planet's dereliction of duty is minor.

  3. The remedy or replacement delivery shall only be deemed to have failed once United Planet has been given sufficient opportunity to provide a remedy or a replacement delivery and the desired success has not been achieved, or if a remedy or replacement delivery is impossible, or is refused by United Planet or delayed for an unreasonably long time, or if there are legitimate doubts as to the prospects of success or if there are other reasons to assume that remedy or replacement delivery would be unacceptable.

§ 6 Liability

  1. The rights of the Customer to claim damages or compensation for wasted expenditure shall be governed by this clause, irrespective of the legal nature of the claim.

  2. The statutory provisions shall apply in respect of damages arising from injury to life, body or health.

  3. For other claims, United Planet shall have unlimited liability only in the absence of a warranted property or in instances where it or its statutory representatives and senior managers have acted intentionally or with gross negligence. United Planet shall only be liable for the fault of other persons employed in the performance of its obligations to the extent of its liability for ordinary negligence according to paragraph 4 of this liability clause.

  4. United Planet shall only be liable for ordinary negligence where a duty has been breached which is of particular importance in respect of achieving the purpose of the contract (cardinal duty). In the event of a breach of a cardinal duty, the liability shall be limited to five times the net service charge for one year and to loss which could typically be expected in connection with a contract to supply software.

  5. Liability for loss of data is limited to the typical restoration cost which would have been incurred, had regular backup copies been made in accordance with the level of risk.

  6. The foregoing provisions also apply in favor of the employees of United Planet.

  7. Liability under the Product Liability Act shall remain unaffected (section 14 German Product Liability Act (ProdHG)).

§ 7 Duty of inspection and notification of defects

  1. The Customer will inspect the software supplied, including the documentation, within eight working days of delivery; in particular it shall verify that all the data storage media and manuals have been supplied, and shall check the correct functioning of basic program functions. Defects hereby ascertained or ascertainable must be reported to United Planet within a further eight working days by means of registered letter. Such reports must contain as detailed a description of the fault as possible.

  2. Defects which cannot be ascertained in the course of the duly conducted examination as described above must be reported within eight working days of their discovery, in compliance with the requirements for reporting a defect set forth in paragraph 1.

  3. In the case of a breach of the duty of inspection and notification of defects, the software shall be deemed to have been accepted as regards the defect concerned.

§ 8 Written form

All agreements which entail an amendment or addition to these contract terms, or which define them more precisely, must be documented in writing. The same applies to special guarantees and arrangements. If entered into by representatives or auxiliaries of United Planet, they shall be binding only if United Planet gives its consent in writing.

§ 9 Conflicting provisions and severability clause

  1. The provisions of this contract apply. The Customer's business conditions shall not form part of the contract, even if United Planet does not expressly refute them.

  2. The invalidity of one or more provisions of this contract shall not affect the validity of the contract as a whole. The parties undertake to replace the invalid provision with a provision that accords most closely with the commercial purpose of the contract.

§ 10 Choice of law

The parties agree that all legal relations arising under this contract shall be governed by the law of the Federal Republic of Germany, excluding application of the UN Convention on Contracts for the International Sale of Goods.

§ 11 Jurisdiction

The exclusive place of jurisdiction for all disputes arising from or in connection with this contract shall be Freiburg im Breisgau, Germany. United Planet is however entitled to bring legal action at the court with jurisdiction over the registered office of the Customer.
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Über United Planet
© 2019 United Planet GmbH
Schnewlinstraße 2
79098 Freiburg Germany


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