Terms and Conditions

1. Contractual foundations

1.1 Scope: These Terms and Conditions of Business apply to all contractual relationships and pre-contractual negotiations with our customers, regardless of the nature and scope of the service as part of ongoing and future business relationships.

1.2 Exclusivity: Our Terms and Conditions of Business apply exclusively. Any conflicting terms and conditions of business of our contractual partners or third parties are only valid if Veyon Solutions explicitly agrees to their validity in writing. If you do not agree to them, you must advise Veyon Solutions in writing immediately. In this case, we reserve the right to withdraw our offer without such action giving rise to any claims against us of any kind. We explicitly reject any reference to your own terms and conditions of business contained in any form.

1.3 Conclusion of the contract and written form: As a general rule, we will only enter into a contractual obligation if the nature and scope of the service and consideration have been defined in writing by both parties. Later verbal changes and additions will only be effective if they are subsequently confirmed in writing. he same applies to declarations of intent, particularly objections, reminders and complaints relating to the contractual relationship. Both parties to the contract must reserve the right in writing to impose contractual penalties. This clause can only be suspended by means of an explicit written agreement.

2. License and scope of use

In its capacity as the rights holder, Veyon Solutions grants the customer the non-transferable, non-exclusive right to use the software and documentary material specified in the order and/or invoice for a definite or indefinite period. The basis for the duration of the right of use is the type of license acquired by the customer. Perpetual licenses permit use for an indefinite period. If the customer purchases an annual license, the right to use the software expires after one year. Contractual use is defined as follows. Copying instructions or data for a program by entering them at a terminal, transferring them from storage units or data carriers to the agreed hardware for the purpose of processing, as well as making a copy in machine-readable format as a data backup. The area of deployment, performance and all other specific properties of the program are defined exclusively in the product specification enclosed with the offer. Details in brochures and/or advertising material are non-binding, particularly because the products are subject to constant modification and the information may also relate to future developments. The customer acquires the right to use the software at as many workstations connected in a local network as he has paid licence fees for. The assessment basis for this is the number of licensed computers and sites listed in the associated invoice.

3. Property and copyrights

The software given to the customer remains the property of Veyon Solutions together with all documentation. Veyon Solutions remains the owner of all copyrights and rights of use to the programs given to the customer including associated documentary material in each case even if the customer changes them or combines them with his own programs and/or those of a third party. In the case of such changes or combinations and if copies are made, the customer will attach a corresponding copyright notice. Changes and extensions to the program code carried out at the request and expense of the customer, become the property of Veyon Solutions and can be made available to other customers. The rights to use program enhancements will be assigned to Veyon Solutions. The buyer hereby accepts the assignment. The customer is only entitled to change the program code with the prior written agreement of Veyon Solutions. Agreement may only be refused for good cause. The customer will provide Veyon Solutions with a copy of such changes on a data carrier or in printed form together with all necessary information. Any exploitation of the changed version of the program requires the customer’s agreement. If changed programs or different programs not procured by Veyon Solutions are used by the customer or third parties, and the working of the system is impaired as a result, Veyon Solutions will not be liable for any damage incurred.

4. Payment

The customer is obliged to pay an annual or one-off license fee for the use of the software for a definite or indefinite period on the basis of an annual or permanent license. The amount of the license fee is based on the current price list or on the separate agreements made according to the order or invoice. The license fee is due without deduction immediately upon delivery of the license file. The fee for the optionally agreed software maintenance shall be due upon delivery and invoiced annually in advance. All other services invoiced under this contract shall be invoiced monthly, but at the latest after delivery. Unless otherwise agreed, the customer shall make payments immediately to a bank account of Veyon Solutions. If the customer falls more than 14 days in delay with payments due, Veyon Solutions shall be entitled to charge interest on arrears at a rate of 5%.

5. Responsibility of the Customer

The disposed programs as well as the documentation material must not make accessible neither in whole nor partly to third persons with clue to possible misuse. The customer must not modify Veyon Solution's labeling, copyright marks and property declarations in any way on the programs. The customer has to make sure outward the non-disclosure of all program-, documentation-, and company papers as well as program specific knowledge. This includes only the papers which have been made accessible to the customer in the curse of the completion of the contract; it does not include advertising brochures and their content. The customer has to pledge his employees to an accordingly non-disclosure. The non-discloser agreement is also valid beyond the duration of the contract whereupon it does not matter if the contractual relationship has been dissolved because of any reason. Furthermore, the duty to observe secrecy includes also a prohibition of publication of materials or citations in mere extracts. The break of the duty to observe secrecy is only allowed with Veyon Solution's previous written agreement. The customer is obligated to make up for damages occurred by harming the above mentioned rules in case of gross negligence to the maximum amount of the license price apart from deliberate intention. The customer is obliged to independently ensure sufficient data backups before an employee of Veyon Solutions carries out changes to the configurations of the customer's workstations as part of support and remote maintenance services.

6. Termination

Veyon Solutions may terminate the contract with immediate effect if the customer falls behind with the agreed payment of the license fee for more than two months and/or the customer - after a written warning - continues to violate a provision of these General Terms and Conditions or other individual contractual provisions. The customer shall only be entitled to terminate this contract due to default in performance on the part of Veyon Solutions or due to defects that cannot be remedied if Veyon Solutions has not fulfilled its obligations and if it has previously warned Veyon Solutions in writing and a reasonable period of time has elapsed during which the breach of contract complained of has not been remedied.

7. Warranty

Veyon Solutions warrants for a period of 12 months from the date of delivery that the licensed software components essentially correspond to the description in the manual or documentation with regard to their functionality. Liability for warranted characteristics shall only exist if it is an express warranty that has been given in writing. Veyon Solutions points out that, according to the state of the art, it is not possible to create computer software that is completely error-free. If an error occurs in the software, the customer is obliged to report this to Veyon Solutions in writing within 2 weeks. Veyon Solutions shall then be free to rectify the error within a reasonable period of time by making a maximum of three replacement deliveries or improvements. If Veyon Solutions fails to do so, the customer may, at his discretion, demand a reduction in price or rescission of the contract. If the program documentation provides clear instructions for analyzing the problem and clear instructions for rectifying the error and if the error is due to incorrect operation, Veyon Solutions may demand reimbursement of its expenses. The warranty covers the correction of errors in the program code, not the elimination of errors, insofar as they are caused by external influences for which Veyon Solutions is not responsible, operating errors and changes not made by Veyon Solutions. An insignificant reduction or limitation of the usability or performance of the program does not constitute an error. Veyon Solutions does not guarantee that the software meets the customer's special requirements or that it works together with the customer's programs or the customer's existing hardware.

8. Limitations of liability and statute of limitations

In the event of slight negligence, Veyon Solutions shall only be liable if a material contractual obligation (cardinal obligation) is breached or in the event of delay or impossibility. In the event of liability for slight negligence, this liability shall be limited to five times the order amount and to such damages as are foreseeable or typical. This limitation of liability shall also apply in the case of liability for slight negligence in the event of initial inability on my part. Unless otherwise stated, further claims by the customer - regardless of the legal grounds - are excluded. Veyon Solutions shall not be liable for lack of economic success, indirect damages and consequential damages and for damages arising from third-party claims. Liability for intent, gross negligence, the absence of warranted characteristics, fraudulent intent, personal injury, defects of title and under the Product Liability Act shall remain unaffected. Liability for data loss shall be limited to the typical restoration costs that would have been incurred if backup copies had been made regularly and in accordance with the risks involved. Strict liability within the scope of § 538 para. 1 of the German Civil Code is expressly excluded. The limitation period for non-essential breaches of contract is limited to two years.

9. Choice of Law, Place of Fulfilment and Court of Jurisdiction

All our business relationships with our customers are subject exclusively to the law of the Federal Republic of Germany. If this law refers to foreign legal systems, such references shall be ineffective. The application of the UN Convention on Contracts for the International Sale of Goods (UNCITRAL) is expressly excluded. The place of performance for deliveries and services shall be the place contractually agreed as the address for performance, in case of doubt Chemnitz. The place of performance for payments shall be the place of the paying agent specified in the invoice. The place of jurisdiction for both parties shall be Chemnitz; however, Veyon Solutions shall be entitled to assert its own claims at the place of jurisdiction of our partner at our discretion. If the contractual partner of Veyon Solutions is not a registered trader, the statutory provisions shall apply.

10. Severability Clause

Should individual clauses of these contractual terms and conditions or any individual agreements concluded in addition to them be invalid in whole or in part, this shall not affect the validity of the remaining clauses. The invalid clause shall be replaced by another clause that comes closest to the economic purpose of the invalid provision and is itself valid.