Terms and Conditions:

 


 

Special Terms for Projects (STP).

Download Special Terms for Projects (STP) PDF

  1. Scope. relayr GmbH (“relayr“) is a corporate affiliate of relayr, Inc. and authorized to customize, adapt or further develop software or other works or products of relayr, Inc. (“Standard Product(s)”) for its customers (“Customization Service(s)”).
     
    These Special Terms for Projects (“STP”) supplement relayr’s General Terms and Conditions for Supplies, Services and Licenses (“GTC”). relayr’s quotation, these STP and the GTC collectively constitute the “Contract” and shall apply to all Customization Services or other development or consultancy or similar works or services (collectively “SoW Service(s)”), which may include the development and/or delivery of software or other tangible or intangible service deliverables (“Deliverable(s)”) which relayr may provide to its business customers (“Customer(s)”). These STP do not apply to any hosting or Software as a Service services („Application Service(s)“). Application Services are subject to relayr’s Special Terms for Application Services („STA“).
  2. Scope of Service, Change Requests. relayr will provide to the Customer the SoW Services and Deliverables expressly specified in the Contract (collectively “Scope of Service”). If the Customer requests a change to the Scope of Service of a Contract, it shall submit a change request in written form. Upon receipt of Customer’s request, or if relayr wishes to propose a change to the Scope of Service, relayr will, if feasible and acceptable to relayr, provide a quotation setting forth the change and how it will affect the scope, quality, timing and/or costs of SoW Services and/or Deliverables “Change Proposal”). Any amendments shall become valid only when the Change Proposal is confirmed in written form and negotiations thereon will not relieve either Party from its obligation to continue to consummate the Contract. Neither § 650b par. 2 of the German Civil Code (Customer Right to Enact Changes) nor § 648a par. 2 of the German Civil Code (Termination of Parts of Agreement) shall apply.
  3. Compensation and Payment. In consideration of the SoW Services and Deliverables, the Customer shall pay to relayr the fees agreed in the Contract.
    1. Any services or deliverables, expenses, or labor and travel time outside of the Scope of Service, including, without limitation any extra effort or expense of relayr caused by delayed or non-conforming contributions of the Customer or any other breach of obligations or responsibilities of the Customer to cooperate are to be compensated on a time and materials basis at the rates set forth in relayr’s general end customer price list as amended.
    2. Fees will be invoiced according to the payment schedule agreed in the Contract. Where relayr invoices supplies or services retroactively, relayr may demand reasonable down payments.
    3. Where Customer defaults on a payment or where the amount or due date of a payment is disputed, relayr may withhold the SoW Services under the respective Contract if the amount which is overdue or in dispute exceeds 5% of the total compensation for the Contract and the Customer fails to secure the payment of such amount through a bank guarantee. Alternatively relayr shall have the option to terminate the Contract for cause if Customer fails to pay and/or provide a bank guarantee after relayr has set a grace period of not less than two weeks threatening to terminate after expiry of such period. The foregoing provisions shall also apply to the extent that relayr is entitled to additional compensation under the preceding Sec. 1 and shall not limit application of § 643 of the German Civil Code (BGB).
  4. Title, Intellectual Property, Limited License Rights. relayr reserves all rights in and with respect to the SoW Services, Deliverables, any user manuals or other product documentation therefor (“Documentation”); and/or any other documents or information provided or disclosed to Customer in connection therewith (collectively the “relayr Assets”) as provided in the GTC. Customer shall refrain from using any relayr Assets except to the extent required for their intended purposes.
     
    All right and title worldwide in or to any modifications, alterations or derivate works of any Standard Products discovered, developed or created by either Party in connection with the Contract shall exclusively be owned by relayr, Inc.. The Customer’s right to use derivate works of any Standard Product shall be limited to the rights granted under the license terms for the respective Standard Product. Where Customer is using the Standard Product without having received a copy (Application Services), it shall not receive a copy of the derivative work. Instead, relayr will make it accessible to the Customer under the terms of the Contract governing use of the Standard Product.
  5. Acceptance, Warranty. relayr shall provide all Services with due diligence through qualified personnel.
    1. If in the context of the Services, relayr drafts or proposes a concept, requirement or specification for a Deliverable (“Detailed Spec.”) and this is confirmed by the Customer, relayr’s contractual obligations with respect to such Deliverable shall from such confirmation be limited to conformity with the Detailed Spec.
    2. Any Deliverables which require acceptance under the Contract (“Works”), shall be accepted by the Customer in accordance with the GTC. Non-Conformities (as defined in the GTC) of Works or other Deliverables shall be subject to the conditions of the GTC on Warranty Claims. Any remedies in warranty shall become time-barred upon expiry of the periods stated in the GTC.
    3. Not limiting claims in damages in accordance with Sec. 7, the remedies agreed in this Sec. 6 are exclusive and any further statutory or implied warranties or remedies of similar effect are expressly waived and excluded.
  6. Liability. relayr shall be liable in damages for any breach of contract in connection with the SoW Services, including any non-conformity of Deliverables, Services or relayr Assets, whether based on contract, tort or any other legal theory, whether for damage to property, persons, financial or any other loss, only (i) if and to the extent that relayr cannot establish that such breach was not due to negligence imputable to relayr and (ii) within the limits agreed in the Contract and the GTC.
  7. Term and Termination. Unless expressly otherwise agreed in the Contract, the Contract cannot be terminated except for cause. Neither § 627 nor § 648 of the German Civil Code (BGB) shall apply.

 


 

Special Terms for Application Services (STA).

Download Special Terms for Application Services (STA) PDF

  1. SCOPE AND DEFINITIONS. relayr GmbH (“relayr“) is a corporate affiliate of relayr, Inc. and authorized to re-sell its Application Service in its own name. These Special Terms for Application Services („STA“) supplement relayr’s General Terms and Conditions for Supplies, Services and Licenses (“GTC”). relayr’s quotation, these STA and the GTC collectively constitute the “Contract” and shall apply to all data and/or application hosting services („Application Service(s)“). These STA do not apply to customization services or other development or consultancy or similar works or services (collectively “SoW Service(s)”). SoW Services are subject to relayr’s Special Terms for Projects (“STP”).
     
    Certain capitalized terms used, not otherwise defined in these STA, have the meanings set forth or cross-referenced hereinbelow:

    1. APImeans the application programming interface developed by relayr that, within the customary meaning in the software industry, refers to documentation and specifications of functions, methods, procedures and protocols according to which a reasonably skilled software programmer may develop coordinated code that includes functionality capable of exchanging data with the Application Service in accordance with the syntax and protocols defined by the API Documentation.
    2. API Documentationrefers to the set of protocols, language, syntax and rules as set up in standard reference materials, whether in print or electronic format, provided by relayr that describe the API functionalities and that provide instructions regarding how to develop the programming interfaces.
    3. Application IP” means the Application Service, the Documentation, the API, the API Documentation and any and all intellectual property provided to Customer (and/or any applicable Authorized End Users) in connection with the foregoing.
    4. Application Service” means the technology and application software set forth and described in the applicable Contract.
    5. Authorized End User” means collectively any Authorized Internal End User and/or any Authorized External End User, whereby “Authorized Internal End User” means, collectively, any individual employees, agents, or contractors of Customer accessing or using the Application Service, under the rights granted to Customer pursuant to the Contract and “Authorized External User” means, collectively, any individual end customer, or such end customer’s respective employees, agents, or contractors, of Customer for whom Customer has obtained the right to External Access under the rights granted to Customer pursuant to the Contract.
    6. Change of Control Eventmeans any change of corporate control (i.e. direct or indirect majority ownership or the capacity to control the entity concerned in any other fashion) over the respective other Party which makes it unreasonable for a Party to continue to consummate the Contract for the remaining Term.
    7. Confidential Information” means all written or oral information, disclosed by either Party to the other, related to either Party or a third party that has been identified as confidential or that by the nature of the circumstances surrounding disclosure ought reasonably to be treated as confidential. Without limiting the foregoing, for purposes of the Contract, the Documentation will be deemed Confidential Information of relayr.
    8. Connected Devices” means sensor packages connected to the Application Service via the API licensed to Customer pursuant to the Contract.
    9. Customer Content” means the data, media and content provided by Customer and/or Authorized End Users through the Application Service.
    10. Documentation” means text and/or graphical documentation, whether in electronic or printed format, that describe the features, functions and operation of the Application Service, (“functionality”) which are designed to facilitate use of the Application Service and which are provided by relayr to Customer in accordance with the terms of the Contract.
    11. External Access means access to the features and functions of the Application Service by Authorized External Users solely for the purpose of use and manipulation of Customer Content gathered from Connected Devices.
    12. Personal Datameans personally identifying information on a natural person.
    13. Subscription Term is defined in Sec. 9.1 below.
    14. Territory” means the territory set forth in the applicable Contract.
    15. Term is defined in Sec. 9.1 below.
    16. Web Interface” means the website or websites through which Customer’s Authorized End Users may access the Application Service in accordance with the terms of the Contract.
  2. ACCESS AND USE.

    1. Provision of Access. Subject to the terms and conditions contained in the Contract, relayr grants to Customer a non-exclusive, non-transferable right to access the features and functions of the Application Service during the Subscription Term set forth in the applicable Contract, solely for use by Authorized End Users in accordance with the terms and conditions of the Contract. Such use shall be limited to use of the Application Service for the benefit of, or in relation to, the use and processing of Customer Content gathered from Connected Devices. As soon as reasonably practicable after configuration of the application, relayr shall provide to Customer the necessary passwords and network links or connections to allow Customer to access the Application Service (the “Access Protocols”). relayr shall also provide Customer the Documentation to be used by Customer in accessing and using the Application Service. Customer acknowledges and agrees that, as between Customer and relayr, Customer shall be responsible for all acts and omissions of Authorized Internal End Users, and any act or omission by an Authorized Internal End User which, if undertaken by Customer, would constitute a breach of the Contract, shall be deemed a breach of the Contract by Customer. Customer shall undertake reasonable efforts to make all Authorized Internal End Users aware of the provisions of the Contract as applicable to such Authorized Internal End User’s use of the Application Service, and shall cause Authorized Internal End Users to comply with such provisions.
    2. Documentation License. Subject to the terms and conditions contained in the Contract, relayr hereby grants to Customer a non-exclusive, non-transferable right and license to use the Documentation during the Subscription Term set forth in the applicable Contract for Customer’s internal purposes in connection with its use of the Application Service as contemplated herein.
    3. API License.  relayr hereby grants to Customer, and Customer hereby accepts, a non-exclusive, non-transferable license to use the API during the Subscription Term set forth in the applicable Contract for the sole and exclusive purpose of creating interfaces between the Customer Content and the Application Service. Customer understands and agrees that only Customer employees and subcontractors who are bound by written confidentiality Contracts which protect the API as required under the terms of the Contract, will be deployed by Customer to perform the integration work. The license granted to Customer under this Section 2.3 may not be sublicensed to any other third parties. Customer may not use the API, or sublicense the right to use the API, to integrate or otherwise create interfaces between the Application Service and any third-party software.
    4. Usage Restrictions. Customer will not, and will not permit any Authorized End Users to, (i) copy or duplicate any of the Application IP; (ii) decompile, disassemble, reverse engineer or otherwise attempt to obtain or perceive the source code from which any software component of any of the Application IP is compiled or interpreted, or apply any other process or procedure to derive the source code of any software included in the Application IP, or attempt to do any of the foregoing, and Customer acknowledges that nothing in the Contract will be construed to grant Customer any right to obtain or use such source code; (iii) modify, alter, tamper with or repair any of the Application IP, or create any derivative product from any of the foregoing, or attempt to do any of the foregoing, except with the prior written consent of relayr; (vi) interfere or attempt to interfere in any manner with the functionality or proper working of any of the Application IP; (v) remove, obscure, or alter any notice of any intellectual property or proprietary right appearing on or contained within any of the Application IP; or (vii) assign, sublicense, sell, resell, lease, rent or otherwise transfer or convey, or pledge as security or otherwise encumber, Customer’s rights under Sections 2.1, 2.2 and 2.3. Customer will not use any of the Application IP except in compliance with relayr’s obligations to any third party with respect thereto incurred prior to the Effective Date, provided that relayr has notified Customer of such obligations. Customer will ensure that its use of any of the Application IP complies with all applicable laws, statutes, regulations or rules and will not use or compile any of the Application IP for the purpose of any illegal activities.
    5. Retained Rights; Ownership. As between the Parties, subject to the rights granted in the Contract, relayr and its licensors retain all right, title and interest in and to the Application IP and its components, and Customer acknowledges that it neither owns nor acquires any additional rights in and to the foregoing not expressly granted by the Contract. Customer further acknowledges that relayr retains the right to use the foregoing for any purpose in relayr’s sole discretion.
    6. Suspension. relayr may temporarily suspend Customer’s and any Authorized End User’s access to any portion or all of the Application IP if relayr reasonably determines that (a) there is a threat or attack on any of the Application IP; (b) Customer’s or any Authorized End User’s use of the Application IP disrupts or poses a security risk to the Application IP or any other customer or vendor of relayr; (c) Customer or any Authorized End User is/are using the Application IP for fraudulent or illegal activities; or (d) Customer has failed to pay Fees in accordance with the Contract, provided that the outstanding amount is not less than the lower of (i) 1/12 of the annual Fees payable under the Contract or (ii) € 500, and relayr has notified Customer in advance observing not less than 2 weeks notice that access would be suspended unless payment is received in full (each such suspension, in accordance with this Section 2.6, a “Service Suspension”). relayr will make commercially reasonable efforts, circumstances permitting, to provide notice of any Service Suspension to Customer and to provide updates regarding resumption of access to the Application IP following any Service Suspension. relayr will use commercially reasonable efforts to resume providing access to the Application Service as soon as reasonably possible after the event giving rise to the Service Suspension is cured. relayr will have no liability for any damage, losses or other negative consequences that Customer or any Authorized End User may incur as a result of a legitimate Service Suspension.
  3. CUSTOMER OBLIGATIONS.
    1. Authorized End User Access to Services. Subject to the terms and conditions of the Contract, Customer may permit any Authorized Internal End User to access and use the features and functions of the Application Service. If and to the extent agreed in the Contract, Customer may also acquire from relayr and re-sell to Authorized External Users domiciled in the Territory individual end user licenses for External Access during the Subscription Term either on a stand-alone basis or in connection with Connected Devices or other hardware or software marketed by the Customer (collectively “Customer Product(s)”). Except as expressly otherwise agreed in the Contract, (a) Customer may market and re-sell External Access under its own brand, and (b) Customer shall be free to determine the legal and commercial terms on which it re-sells External Access, provided that Customer shall (i) ensure that any each Authorized End User will be bound by a contractual, enforceable Contract, which Contract, will, by its terms, provide substantially the same or greater protections for relayr’s Confidential Information and the Application IP as the Usage Restrictions agreed in Sec. 2.4 and the confidentiality obligations under the GTC (collectively the “End User Restrictions”); and (ii) implement appropriate procedures to supervise and enforce Authorized End User compliance with the End User Restrictions in accordance with the GTC.
    2. Provision of Support to Authorized End Users. Other than as required from relayr under the Contract, Customer will solely be responsible to provide all maintenance and technical support services as may be required by its Authorized End Users, with respect to provision of access to, and use of, the Application Service, and, except with respect to relayr’s second level support obligations expressly specified in the Contract Customer or its Authorized End Users will not have any right whatsoever to receive maintenance or technical support services from relayr.
    3. Assistance to relayr. Customer will, at its own expense, provide assistance to relayr in accordance with the GTC to the limited extent any of the foregoing may be reasonably necessary to enable relayr to perform its obligations under the Contract.
    4. Protection of Personal Data. To the extent that Customer and any Authorized End User, through or in connection with use of the Application IP, collect, use, store or disclose Personal Data, Customer and/or each Authorized End User shall accurately and adequately disclose, either through a privacy policy or otherwise, how Customer and/or each such Authorized End User collects, uses, stores and discloses Personal Data, as may be required by statutory law. To the extent that an Contract provides that relayr will process Personal Data on behalf of Customer or may have access to Personal Data controlled by the Customer in the context of the Application Service, the Contract shall incorporate relayr’s standard data processing terms as amended.
    5. Connected Devices; Third Party Connected Devices. Customer may purchase Connected Devices for use with the Application Service from relayr subject to a separate agreement. Use of Connected Devices shall be subject to all disclaimers, limitations of liability and warranties set forth or otherwise referenced in such separate agreement. Customer acknowledges that it may, alternatively, purchase Connected Devices for use with the Application Service from third party suppliers (“Third Party Connected Devices”). Customer agrees and understands that Third Party Connected Devices are provided separately from the Contract and that there may be additional third party supplier terms and conditions associated with the purchase of Third Party Connected Devices with which Customer must comply. relayr does not warrant any Third Party Connected Devices.
  4. FEES. In consideration for the rights granted to Customer and the performance of relayr’s obligations under the Contract, Customer shall pay to relayr the fees agreed in the Contract in accordance with the GTC.
  5. AGGREGATED STATISTICS.
    1. Aggregated Statistics.  Notwithstanding confidentiality obligations stated in the GTC or otherwise in the Contract, relayr may monitor Customer’s use of the Application Service and use data and information related to such use, and Customer Content in an aggregate and anonymous manner, including to compile statistical and performance information related to the provision and operation of the Application Service (“Aggregated Statistics”).  As between relayr and Customer, all right, title and interest in the Aggregated Statistics and all intellectual property rights therein, belong to and are retained solely by relayr.  Customer acknowledges that relayr will be compiling Aggregated Statistics based on Customer Content input into the Application Service and Customer agrees that relayr may (i) make such Aggregated Statistics publicly available, and (ii) use such information to the extent and in the manner required by applicable law or regulation and for purposes of data gathering, analysis, service enhancement and marketing, provided that such data and information does not identify Customer or its Confidential Information.
  6. REPRESENTATIONS AND WARRANTIES.
    1. Warranty for Application Service. relayr does not warrant that access to, and/or use of, the Application Service will be uninterrupted or error-free. relayr’s legal responsibility for interruptions of the operation of, or access to, the Application Service shall (a) with respect to the services provided by the Third-Party Hosting Provider identified in the Contract be limited to  asserting claims against the Third-Party Hosting Provider on behalf of the Customer in accordance with the service levels offered by the Third-Party Hosting Provider as disclosed in the Contract; and (b) expressly exclude (i) downtimes for which relayr’s responsibility is excluded under the terms of the Contract or which occur outside of the agreed business hours, and/or (ii) errors or limitations that do not substantially inhibit use of the Application Service.
    2. Exclusions. relayr shall not be liable under warranty or for damages or otherwise legally responsible in connection with the Application Service with regard to the following: (a) limitations or delays of use of the Application Service (i) caused by Customer Content, Customer Products or Third Party Products; (ii) due to downtimes of public communication lines or of the computers that route data in the internet, or (iii) due to traffic exceeding technical limits; (b) loss of data to the extent that such loss could have been avoided by reasonable back-up procedures; (c) any other damage or loss which could have been prevented by examination of the work products of the Application Service and/or by appropriate protection measures against viruses or other damaging data at regular intervals.
    3. Limitations.  The Customer’s remedies for Non-Conformities (as defined in the GTC) of the Application Services shall otherwise be subject to the limitations on Warranty Claims specified in the GTC provided that (a) relayr’s obligation to remedy Non-Conformities shall prevail for the complete Term irrespective of whether any Non-Conformity notice has been issued or promptly issued and (b) the limitation period for Warranty Claims shall not commence before the respective Non-Conformity has been reported.
    4. Service Levels.  Service levels agreed in the Contract shall not be considered guarantees of properties and shall only give rise to the remedies expressly specified in the Contract.
    5. Downtimes: In any event relayr will strive to promptly repair or work around any downtimes or limitations of the Application Service.
  7. LIABILITY.
     
    relayr shall be liable in damages for any breach of contract in connection with the Application Services, including any non-conformity of the Application Service, whether based on contract, tort or any other legal theory, whether for damage to property, persons, financial or any other loss, only (i) if and to the extent that relayr cannot establish that such breach was not due to negligence imputable to relayr and (ii) within the limits agreed in the Contract and the GTC.
  8. TERM AND TERMINATION.
    1. Term. The Contract commences on the date stated therein (“Effective Date”) and continues until the expiration or termination of all Subscription Term(s) for access to the Application Services as set forth in the Contract, unless earlier terminated as provided in this clause (the “Term”). Each subscription for access to the Application Service purchased by Customer shall commence on the start or activation date specified in the applicable Contract and continue for the relevant subscription term specified therein (“Subscription Term”).
    2. Termination for Cause. Both Parties reserve the right to give notice of termination for cause of the Contract, even without observing a notice period. Cause for such termination without observing a notice period shall include, without limitation, any material violation of the contractual obligations of the respective other Party, an application for the institution of insolvency proceedings for the estate of the respective other Party provided that such application is not rejected within one month (except for lack of assets), a breach of confidentiality, and/or a Change of Control Event. Each Party shall promptly notify the respective other Party of any change of control affecting such Party during the Term.
    3. Effect of Termination. Upon any termination of the Contract, Customer will immediately discontinue all use of the Application Service, the Documentation, and any relayr Confidential Information and both Parties will (except for one copy retained solely for compliance with statutory document retention obligations and/or evidentiary purposes) delete any of the other Party’s Confidential Information from computer storage or any other media including, but not limited to, online and off-line libraries. Customer shall be entitled to access and retain all Customer data.

 


 

Service Standard for Application Services (SSApp).

Download Service Standard for Application Services (SSApp) PDF

  1. DEFINITIONS
     
    Certain capitalized terms, not otherwise defined in this document, will have the meanings set forth in the Contract. The following capitalized terms will have the definitions set forth below:
    1. Error mean any material nonconformity of the Application Service with the Documentation. Errors are categorized by relayr into the following severity levels:
       
      Problem P1 – “CRITICAL”: Critical production issue that severely impacts use of the Application Service: Application Service is down or unavailable; data corrupted or lost and must be restored or recovered; a critical documented feature / function is not available.
       
      Problem P2 – “MAJOR”: Major functionality is impacted or significant performance degradation is experienced; substantial impact on Customer’s business operations: Application Service is operational but substantially degraded performance; important features of the Application Service are unavailable, operations can, however, continue in a limited scale.
       
      Problem P3 – “MINOR”: Partial, non-critical loss of use of the Service with a medium-to-low impact on the business operations of the Customer.
       
      Problem P4 – “REQUEST”: Inquiries regarding a routine technical issue such as Improvements; information requested on Services capabilities; an Error affecting only a small number of users.
    2. Business Hours are specified in Sec. 4.
    3. Technical Support means the provision of responses by qualified relayr personnel to questions from Eligible Customer Personnel (as defined below) related to use and operation of the Application Service, including basic instruction or assistance related to Errors within the Application Service.
    4. Update means any version of the Application Service, developed subsequent to the Effective Date, which implements minor improvements or augmentations, or which corrects errors.  relayr will provide documentation that will accompany each Update and such documentation will be considered part of the Documentation.
    5. Upgrade means any version of the Application Service, developed subsequent to the Effective Date, which implements additional features or functions, or which produces substantial and material improvements with respect to the utility and efficiency of the Application Service, but which does not constitute merely an Update, and which is not marketed by relayr as a separate product and/or service. relayr will provide documentation that will accompany each Upgrade and such documentation will be considered part of the Documentation.
  2. SYSTEM PERFORMANCE AND AVAILABILITY
    1. Hosting. Customer hereby agrees and understands that relayr has entered into an arrangement with a third party provider for the hosting of the Application Service (“Hosting Services”), whereby such third party performs the hosting obligations (the “Third-Party Hosting Provider”).  Customer acknowledges and agrees that the Third-Party Hosting Provider’s service levels, use policies and terms of service will apply to the Hosting Services and that Customer is bound by such terms of service and use policies available at http://aws.amazon.com/service-terms/ and that relayr will not be subject to any warranty or liability exceeding the service levels offered by the Third-Party Hosting Provider with respect to the Hosting Services.
    2. Application Service Availability. Even where the Hosting Services are available, relayr does not warrant that use of the Application Service will be uninterrupted or always error-free. relayr shall only provide a service level of 99,99 % average Availability of the Application Service during Business Hours for each full calendar quarter of the Term. The Application Service will normally also be available outside of Business Hours but relayr may use such periods for maintenance. The average Availability percentage shall be calculated per calendar quarter as follows:
       
      % Availability = ( [BH] – [DT] ) / [BH] * 100
      BH = cumulative Business Hours
      DT = cumulative Downtimes
       
      Downtime(s)” shall include only times during Business Hours during which the Application Service is subject to Errors of severity level P1, and no reasonably acceptable work around is available. Non-availability of the Application Service due to non-availability or errors of the Hosting Services or due to circumstances for which relayr is not responsible, such as disruptions of the internet or public communications networks, is not considered a Downtime.
       
      If Availability should be less than agreed hereinbefore for reasons imputable to relayr (a “Service Level Default”), relayr will, on Customer’s request to be made within 3 months of the end of the respective calendar quarter, offer an appropriate discount on recurring fees, which, during the term of the Contract, shall be offset against future recurring fees and only in the event of termination be payable in cash. The discount shall fully settle any reduction right under Sec. 536 of the Civil Code in connection with the Service Level Default. Claims in damages and relayr’s obligation to resolve the Error, each in accordance with the Contract, shall remain unaffected. The foregoing shall not be deemed an express warranty, guarantee or guarantee of properties.
       
      If Service Level Defaults should occur in 3 or more consecutive calendar quarters of the Term, Customer may terminate the Contract for cause, provided that its notice is issued within one month of the end of the calendar quarter in which the last Service Level Default has occurred.
  3. CUSTOMER REQUIREMENTS
    1. Minimum System:  The Service Standard set forth in this document assume that Customer meets the minimum system standards agreed in the Contract or, in the absence of such agreement, published by relayr.
       
      relayr reserves the right to change these minimum standards if future versions of the application require higher specifications.
    2. Additional Customer Obligations:  Except as otherwise agreed between the Parties pursuant to a separate agreement, Customer is responsible for (i) maintenance and management of its computer network(s), telecommunication lines and services, and any servers, software, Web site(s), and any equipment or services related to maintenance and management of the foregoing necessary to access the features and functions of the Application Service; and (ii) correctly configuring Customer’s systems in accordance with the Access Protocols.
    3. Reporting of Unscheduled Downtime:  Customer must promptly notify relayr in the event Unscheduled Downtime occurs.  Unscheduled Downtime will be deemed to begin when relayr receives accurate notification thereof from Customer, or when relayr first becomes aware of such Unscheduled Downtime, whichever first occurs.
    4. Non-Performance by Customer:  The obligations of relayr set forth in this document will be excused to the extent any failures to meet such obligations result in whole or in part from Customer’s or its Authorized End Users’ failure(s) to meet the foregoing requirements.
  4. TECHNICAL SUPPORT
    1. Support Obligations.  Subject to Customer’s payment of all applicable Fees pursuant to the Contract, Customer will be permitted to designate in writing to relayr up to three (3) Customer personnel for purposes of obtaining Technical Support from relayr (“Eligible Customer Personnel”).  relayr will provide Technical Support to such Eligible Customer Personnel by means set forth in the following table:
       
      FORM OF SUPPORT BUSINESS HOURS
      Online Forum Monday through Friday, 9AM-6PM CET
    2. Customer Access. Customer shall provide such information and/or access to Customer resources as relayr may reasonably require in order to provide Technical Support under the Contract, including, without limitation, access via the Internet or via direct modem connection to relevant Customer servers, access to Customer facilities, and/or access to, and assistance of, Customer personnel who possess information required by relayr for purposes of performing its obligations hereunder. relayr shall be excused from any non-performance of its obligations hereunder to the extent any such non-performance is attributable to Customer’s failure to perform its obligations under this Section 4.2.
    3. Error Corrections. relayr will use commercially reasonable efforts to adapt, re-configure or re-program the Application Service, as applicable, in order to correct in a timely fashion any Errors reported to relayr by Eligible Customer Personnel, as defined below, provided that if relayr determines in good faith that any such Error is the result of errors or misstatements in the Documentation, relayr may correct such non-conformity solely by amending the Documentation, as necessary, and further provided that any failure or inability by relayr to correct any such Error, or failure or inability to do so in a timely fashion, will in no event be deemed a breach of relayr’s obligations hereunder.
    4. Procedural Workarounds. In the event that relayr fails or is unable to correct any Error, as required by this Schedule, relayr will use commercially reasonable efforts to develop in a timely fashion procedures or routines, for use by Authorized End Users of the Application Service, which, when employed in the regular operation of the Application Service, will avoid or substantially diminish the practical adverse effects of the relevant Error, provided that any failure or inability by relayr to develop any such procedure or routine, or failure or inability to do so in a timely fashion, will in no event be deemed a breach of relayr’s obligations hereunder.
    5. Updates; Upgrades. From time to time relayr may, in its discretion, develop Updates and/or Upgrades. relayr will, during the Term of the Contract, incorporate such Updates and Upgrades into the Application Service, provided that Customer has paid all fees due under the Contract. Any such Updates and/or Upgrades provided hereunder will be deemed to constitute part of the Application Software and will be subject to all the terms and provisions hereof, including, without limitation, terms and provisions related to rights, usage restrictions and ownership of such Application Service.
  5. LIMITATIONS TO TECHNICAL ASSISTANCE.

    1. Eligible Recipients. relayr shall have no obligation to provide Technical Support, other than to Eligible Customer Personnel.
    2. Technical Support Exemptions. Unless otherwise agreed by the Parties, relayr shall have no obligation to provide Technical Support with respect to any Error resulting from (i) use of the Application Service other than according to the Documentation and the terms of the Contract; (ii) modification of the Application Service by Customer or any third party, except as expressly permitted by relayr; or (iii) any combination or integration of the Application Service with hardware, software and/or technology not approved by relayr, regardless of whether such combination or integration is permitted under the terms of the Contract.
    3. General Protection of relayr Intellectual Property. relayr shall not be required to provide Technical Support to the extent the provision thereof might reasonably be expected to jeopardize or harm relayr’s rights in any intellectual property, or reveal trade secrets or other proprietary information of relayr not generally available to the public or to Authorized End Users of the Application Service.
    4. No Source Code. Nothing in the Contract shall be construed to give Customer a right to use, or otherwise obtain access to, any source code from which the Application Service or any portion thereof is compiled or interpreted.
    5. Compliance with Third-Party Constraints. relayr shall not be required to provide Technical Support to the extent the provision thereof would violate relayr’s obligations to its third party licensors and suppliers with respect to such third parties’ intellectual property.
  6. FUTURE CHANGES.
     
    relayr may at any time introduce changes to the Application Service which may deviate from current documentation to the extent that the quality of service is at least equal to what is currently stated on the documentation taking into account also the Customer’s specific requirements (e.g. in view of the software or hardware operated by the Customer). relayr will update the documentation following such changes.

 


 

General Terms and Conditions for Supplies, Services and Licenses (GTC).

Download General Terms and Conditions for Supplies, Services and Licenses (GTC) PDF

  1. Scope. These Conditions (“GTC”) shall apply to all supplies, services and licenses of any kind provided by relayr GmbH (“relayr“) to its customers (“Customer(s)”). If relayr and the Customer have entered into a contract of sale or a service, license or other Contract (hereafter collectively referred to as “Contract“), these Conditions shall apply except if and to the extent that the Contract provides otherwise.
     
    Relayr does not provide supplies or services to Consumers.
  2. Definitions. As used herein:
    Deliverables” – designates the goods, rights, licenses, or tangible or intangible works which are the subject matter of the Contract.
    Consumers” – designates natural persons who are not entering into the Contract for a purpose within the scope of their trade, business or independent profession.
    EEA” – The European Economic Area.
  3. No Other Terms and Conditions. relayr does not accept any terms and conditions which deviate from these GTC, except if such terms and conditions have been expressly accepted by relayr.
  4. Any quotations which relayr may provide shall not be binding on relayr.
  5. The Customer shall refrain from using for any purpose unrelated to the Contract, copying and making available to third parties any technical specifications, drawings, quotations and calculations which the Customer may receive from relayr, in particular in connection with the negotiation or the performance of the Contract. relayr reserves the copyright and other rights in such materials.  In the event that the Customer violates the foregoing obligation, relayr shall be entitled to request immediate release and delivery of such materials.
  6. If Customer requests a Change to the scope agreed in the Contract, relayr will reasonably attempt to accommodate this request provided that the Customer will bear all extra cost and effort caused by the change. Any change to the scope requires mutual Contract. Neither § 650b par. 2 of the German Civil Code (Customer Right to Enact Changes) nor § 648a par. 2 of the German Civil Code (Termination of Parts of Contract) shall apply.
  7. Terms of Delivery. All Deliverables shall be delivered ex works, Incoterms 2010. Delivery will be made from Pullach, Germany unless otherwise stated in the Contract or notified to Customer by relayr.
  8. Time shall not be regarded to be of the essence except if expressly agreed. No delivery date shall be binding on relayr unless it has been expressly confirmed as “binding”.
  9. relayr reserves the right to make partial deliveries.
  10. Property Rights. The Customer’s right to use any Deliverables supplied by relayr which are protected by intellectual property rights, in particular computer software Deliverables and documentation (“Software“), shall be strictly limited to internal business purposes and otherwise as provided in the Contract and in these GTC.  All other rights are reserved. The source code of the Software will not be delivered unless expressly agreed.
     
    The Customer shall refrain from (a) reverse engineering the Software or reducing it in any other ways to a form perceptible to humans; or (b) modifying, adapting or translating the Software, or creating derivative works of the Software, except in each case to the extent expressly permitted in the Contract or by mandatory law. The same shall apply to any publication of any benchmark tests with the Software without relayr’s prior written consent. Any copies of the Software shall contain all of the copyright notices shown on the original.
     
    Neither the Customer’s right to copy and modify the Software to the extent expressly permitted by applicable mandatory legislation regarding back up or the elimination of errors nor the Customer’s rights under applicable mandatory legislation regarding reverse engineering shall be deemed restricted hereby.
     
    The Customer shall refrain from selling the Software or generally making the Software available to any third party, whether by delivering a data medium, over a network, or in any other form, whether or not for compensation, except with relayr’s prior written consent. Unless relayr has reasonable cause to withhold the consent, it shall be granted if the third party acquirer assumes all obligations regarding the Software under the Contract and these GTC and the Customer destroys all copies of the Software in its possession. Lending the Software for other than commercial purposes shall not require relayr’s consent to the extent that the recipient submits to the terms of this Section and the lending does not constitute simultaneous use of more than one copy of the Software.
     
    If the Contract expressly provides that copies of the Software may be made available to a third party (“End User”) or that the Customer may allow End Users to access the Software, this right shall only apply to the extent that (a) such End User has executed a valid license contract with the Customer that is (i) not less protective of relayr’s Property Rights in the Software and (ii) not less restrictive on the End User’s right of use of the Software than the provisions set forth in the preceding pars. of this Section; (b) the Customer implements appropriate procedures to supervise and enforce End User compliance with such restrictions; and (c) Customer complies with export control restrictions under Sec. 25 below when allowing End Users to access the Software. Customer also agrees to (a) indemnify relayr for any damage or loss suffered in connection with (i) the infringement of relayr’s Property Rights in such Software by an End User or (ii) any other act or omission by an End User which, if conducted by Customer would be considered a breach of contract, and (b) hold relayr harmless from any Third Party Claim asserted by End Users in connection with the use of, or access to, the Software in accordance with Sec. 23.
  11. New Materials. All right and title worldwide, including any right of use or exploitation, in or to any Deliverables or other works or results discovered, developed or created by relayr or relayr’s agents in connection with the Contract shall exclusively be owned by relayr. Where such development is part of relayr’s services to the Customer, Customer shall receive a simple non-exclusive license in such works or results in accordance with the Contract and/or these GTC.
     
    relayr may use and exploit all improvements, alterations or amendments made by the Customer to the Deliverables. Customer grants to relayr a non-exclusive, perpetual, worldwide, unlimited, royalty-free, sublicensable license to use and exploit such improvements, alterations or amendments for all methods and purposes.
  12. Confidentiality. The parties mutually agree to keep all confidential technical and commercial information received from the respective other party strictly confidential and to refrain from using any such confidential information except as strictly required to perform the Contract for as long as the information is and remains reasonably confidential. Only information which the recipient can show was already published or known to it at the time of disclosure or that was published later without the fault of the recipient shall be exempted from this clause. Confidential Information may not be disclosed to third parties except for a disclosure to offices, employees or contractors of the recipient or its corporate affiliates (collectively “Personnel”) if and to the extent that such Personnel are bound by secrecy obligations and require knowledge of the information to perform the Contract. The parties guarantee that their Personnel are bound by, and shall comply with, a secrecy obligation corresponding to or exceeding the standard set by this clause, which secrecy obligation shall remain in force even after the end of the relationship between the party concerned and its Personnel. The recipient shall notify the owner of any confidential information in the event that it becomes aware that information which the respective other party regards as confidential has become publicly known, or if notes or media containing such confidential information are lost, or if it deems itself legally obligated to provide confidential information to any third party, including courts of law or government entities. This confidentiality clause shall remain in force even after termination of the Contract for as long as the information is and remains reasonably confidential.
  13. Acceptance. Any Deliverables delivered and installed by relayr which require acceptance under the Contract or statutory law, shall be accepted by the Customer within two weeks from installation unless a longer or shorter acceptance period has been agreed.
     
    The Customer shall confirm the acceptance in writing if the Deliverable materially conforms to specifications and is free of material non-conformities.
     
    Prior to delivery of the acceptance certificate to relayr, the Customer shall refrain from using the Deliverable. In the event that the Customer uses the Deliverable prior to delivery of the acceptance certificate to relayr, such use shall be regarded as acceptance.
     
    After expiry of the applicable acceptance period, Customer shall proactively either confirm acceptance or notify relayr of any non-conformities within one week (notification period) unless relayr has expressly set a longer or shorter reasonable notification period. Upon expiry of the notification period, Deliverables shall be regarded as accepted unless, prior to such expiry, the Customer has expressly refused acceptance stating all non-conformities which it alleges and at least one alleged material non-conformity is actually present.
     
    If the Customer refuses to accept the Deliverable, relayr may revoke any license granted to use the Deliverable and require the Customer to refrain from any use of the Deliverable, pending acceptance of the Deliverable.
     
    relayr is entitled to submit individual self-contained components or phases of Deliverables for separate, independent acceptance (acceptance in part). The complete Deliverable will then be deemed accepted after the last acceptance in part has taken place. In that case, no additional final acceptance for the complete Deliverable is required.
  14. Amendments of these GTC or Recurrent Fees may be made by relayr unilaterally with proactive effect during the life of a Contract as follows:
    1. relayr shall be entitled to amend these GTC or any recurrent fees by unilateral notice with proactive effect, observing three months notice with effect to the end of an agreed minimum contract term or any other date on which relayr could alternatively terminate the Contract in accordance with its terms.
       
      In such case the Customer shall have the right to withdraw from the Contract by unilateral notice, observing one month notice with effect to the effective date of the proposed amendment. Where Customer does not exercise this right, the amendment shall become effective.
       
      The amendment shall apply to future supplies and services under Contracts providing for continuous or recurrent performance such as Support Contracts or limited term licenses only, pre-existing perpetual licenses shall not be affected by such amendment.
    2. Notwithstanding Sec. 1, relayr shall also have the right to modify any recurrent fees agreed for the provision of Application Services or other recurrent or ongoing services upon three months’ notice with effect to the end of any calendar month, if and to the extent that the cost of relayr’s staff in charge of providing such services and/or the costs of materials and services reflected in such fee increase. Such modification is only admissible once per calendar year. If the increase should be higher than 10% within one calendar year, the Customer shall be entitled to give notice of termination of the Contract providing for such recurrent fee, irrespective of any minimum term which may have been agreed, observing one month notice with effect to the effective date of the proposed amendment. Where Customer does not exercise this right, the amendment shall become effective.
  15. Terms of Payment. All invoices shall be paid upon receipt without any deduction, unless otherwise agreed. Customer will be deemed in default with a payment at the latest after expiry of two weeks from (i) the due date and (ii) receipt of relayr’s invoice. Value Added Tax shall not be deemed included in the prices quoted by relayr, and, if applicable, it will be shown separately in the invoice at the rate prevailing on the date of the invoice.
  16. Reports and Audits. To the extent that obligations of the Customer to relayr depend on circumstances internal to Customer’s business such as transactions with End Users, Customer shall (a) keep, maintain and preserve accurate records relating to Customer’s obligations under the Contract and (b) regularly account to relayr for fees which relayr cannot independently calculate. Unless different accounting periods have been agreed, Customer shall account for each calendar month before the 15th of the following month. All such records shall be maintained as confidential, but relayr shall be entitled to request at any time that an independent auditor, obligated not to disclose the identity of Customer’s End Users or other Confidential Information not relevant to the audit to relayr, examine Customer’s relevant records for the purpose of verifying Customer’s compliance with its obligations under the Contract. relayr shall pay the fees and expenses of the auditor for the examination, unless such examination should disclose a breach of contract by Customer or a shortfall in payments to relayr greater than five percent (5%) for the period being audited, in which case Customer shall pay the reasonable fees and expenses of the auditor for that examination.
  17. Price List. Supplies and services not covered by the Contract shall be billed based on the price list prevailing at the time of receipt of the order.
  18. The Customer shall not be entitled to set off any of its claims against claims of relayr, except where the Customer’s claims are undisputed or have been confirmed by a final court judgment. The foregoing shall also apply to any right of retention under civil or commercial law. A right or retention may, in any even, only be exercised with respect to counterclaims arising from the same Contract. The foregoing exclusions shall not apply where claim and counterclaim are legally connected in such way that each obligation must only be fulfilled in consideration of fulfillment of the other.
  19. Limited Remedies for Non-Conformities (Warranty). Where Customer has acquired the Deliverable from a reseller, remedies for defects of the Deliverable shall exclusively be asserted vis-á-vis such reseller in accordance with the terms of the Contract between Customer and reseller. In all other cases, the following shall apply:
     
    In the event of any defect of a Deliverable, including any deviation from agreed specifications and/or any violation of rights of third parties (collectively “Non-Conformities”) the Customer may exercise its statutory remedies for repair or replacement of the Deliverable, and, only where that fails or in other exceptional cases as provided for in statutory law, withdraw from the Contract or demand a reduction in the agreed price (“Warranty Claims”). Such Warranty Claims shall be limited as set forth hereinafter:
    1. Any Warranty Claims shall be excluded unless the Non-Conformity in question substantially limits the suitability of the Deliverable for the agreed purpose.
    2. The Customer shall inspect any Deliverables and notify relayr of any defects or deviations thereof immediately after delivery. In the absence of such immediate notice, the Customer shall be deemed to have consented to any deviations of the Deliverables that could have been detected, in particular, without limitation, (a) defects, or (b) delivery of (i) a quantity or (ii) a product other than agreed. The notice shall in particular not be deemed immediate if it is received more than 14 days after delivery.
    3. relayr reserves the right to decide whether to repair or to replace any Deliverable which should prove to be defective. If relayr fails to exercise such right within a reasonable time limit set by Customer, such right shall pass to Customer. relayr reserves – also in work contracts – at least two attempts at such repair or replacement, except where this should unduly prejudice Customer in individual cases. Where relayr replaces a defective Deliverable, the Customer shall return the defective Deliverable to relayr and compensate prior use of such Deliverable.
    4. Furthermore any Warranty Claims shall be excluded to the extent that the Customer (a) uses the Deliverable for any purpose other than the contractual purpose or in violation of the relevant statutory requirements and/or any guidelines issued by the manufacturer; or (b) either (i) modifies the Deliverable or (ii) uses of the Deliverable in connection with any hardware or software not approved by the manufacturer of the Deliverable for such purpose, unless, in each case, the Customer has obtained relayr’s prior written consent, and except, in each case, where the foregoing circumstances did not cause the Non-Conformity.
    5. Furthermore any Warranty Claims for violation of third-party rights shall be excluded unless such third-party rights are valid within the country into which the Deliverable is delivered, the EEA or Switzerland and the Customer enables relayr to conduct the defense alone without any restriction and grants to relayr the necessary powers.
    6. The Deliverables are not intended to be distributed to Consumers as defined in statutory law.
    7. Where Deliverables are sold or distributed to third parties, relayr shall be liable for third party claims against the Customer and/or Customer’s cost or efforts for providing warranty services to its own customers in the event of a non-conformity only if and to the extent that relayr cannot establish that such non-conformity was not due to negligence imputable to relayr and only within the limits of Sec. 21. The foregoing shall not limit relayr’s obligation to repair or replace the Deliverable in accordance with the warranty provisions. All of the foregoing claims shall be subject to the limitation periods agreed in Sec. 22. More extensive claims under §§ 439, 445a/b, 478 or 635 of the German Civil Code are disclaimed.
  20. relayr shall not be deemed to have guaranteed certain properties of the Deliverables except if it has expressly confirmed such guarantee. The manufacturer’s warranty issued with any Deliverable shall not be deemed a guarantee of certain properties unless it expressly states otherwise.
  21. Liability. relayr shall be liable in damages, whether based on contract or any other legal theory, only to the extent that the damage was caused by gross negligence or willful misconduct imputable to relayr. In the event of death of a natural person or personal injury to the latter, relayr shall be liable also for slight negligence in accordance with statutory law. In addition, relayr shall also be liable in accordance with statutory law for a slightly negligent violation of a fundamental duty under the Contract, but such liability shall be limited to such damage as relayr could have reasonably foreseen at the time of signing of the Contract.
     
    Fundamental duties as used herein comprises all duties which must be fulfilled by relayr in order to enable consummation of the Contract and the achievement of its purposes and fulfillment of which the Customer may reasonably expect in view of the content and purposes of the Contract such as the duty to consummate the Contract in a timely manner and a manner which does not endanger the life or health or personal property of Customer and its personnel.
     
    relayr’s liability shall cover neither damage caused by the loss of data to the extent such loss could have been avoided by reasonable regular back-up, nor damage caused by using any Deliverables which could have been prevented by examination of the work products of such Deliverable at regular intervals.
     
    Limitations on relayr’s liability agreed in the Contract or these GTC shall apply also to the personal liability of relayr’s officers, employees or agents.
     
    Where Deliverables are provided free of cost, e.g. demo software, relayr’s liability shall be further limited, and relayr shall be liable for damages based on gross negligence or willful misconduct imputable to relayr and/or fraudulent concealment of defects only.
     
    Any mandatory liability under the Product Liability Act and/or arising from a guarantee of properties shall remain unaffected.
     
    This Sec. 21 shall not be construed to shift the statutory burden of proof in any way.
  22. Limitation Period. Customer’s remedies for Non-Conformities, including but not limited to the right to withdraw from the Contract, shall be subject to a limitation period of twelve months for newly manufactured Deliverables and six months for used Deliverables. The foregoing limitation period shall also apply to claims for indemnification or damages, in particular incidental or consequential damages, based on Non-Conformity.
     
    However, all remedies based on:

    • fraudulent concealment of defects or
    • Deliverables designed to be incorporated into a building, so incorporated and having caused such building to be defective or
    • gross negligence, willful misconduct or the death of a natural person or personal injury to the latter, caused by negligence or willful misconduct
    • based on guarantees of properties and/or

    the statutory recourse and the right to withdraw from the Contract based on a breach imputable to relayr other than a Non-Conformity shall be subject to the applicable statutory limitation periods.
     
    The limitation periods shall begin on the date specified by the statute.
     
    Where relayr repairs or replaces a Deliverable or attempts to do so, such repair or replacement shall not effect a renewal of the limitation period for the Customer’s Warranty Claims with respect to the repaired Deliverable (including spare parts or units used for the repair) or a replacement product. Notwithstanding the repair or replacement, such Warranty Claims shall be subject to a limitation period equivalent to the remaining limitation period applicable to the original Deliverable, except that such limitation period shall not expire earlier than three months after the conclusion of the repair or replacement or relayr’s refusal to undertake further attempts at such repair or replacement.

  23. Customer Obligations and Responsibilities; Indemnification for Third Party Claims. The Customer shall provide, at its own cost and risk, to relayr any materials, infrastructure, Customer personnel, information and assistance reasonably required for relayr’s supplies and services. Unless expressly otherwise agreed in the Contract, the Customer shall in particular be obligated to maintain any technical infrastructure required for use of relayr’s services which relayr has not expressly undertaken to deliver and provide all business requirements, interface information, test data and test cases and to participate in acceptance tests and other tests.
     
    The Customer shall hold relayr harmless, irrespective of Customer’s negligence, from any claim asserted or alleged by an Authorized End User or other third party (including public authorities) whether or not such claim is substantiated, and any damages, liabilities, costs, fines, penalties and/or expenses payable in connection therewith (collectively „Third Party Claim(s)“), in connection with relayr’s supplies and services under the Contract and in particular with any work product, information or data contributed, or instruction issued, by the Customer in connection with the Contract. If and to the extent that relayr has contributed to such a claim and is liable for such contribution under the terms of the Contract, the Customer shall be required to indemnify relayr only pro rata in accordance with the respective contributions to the claim and/or for any excess amount of the Third Party Claim exceeding relayr’s liability vis-á-vis the Customer. relayr’s entitlement to be indemnified shall not lapse before the Third-Party Claim has been settled or has itself expired.
  24. Retention of Title. Until payment in full of the purchase price by the Customer, relayr shall retain title to the Deliverables (“Reserved Deliverables“).  The Customer shall advise relayr without any delay of any attachments of any such Reserved Deliverables, in particular of any judicial execution measures or any other seizures, as well as of any damage suffered by such Reserved Deliverables.  In the event that any Reserved Deliverable is shipped to or used in a country where this Retention of Title Clause is not fully valid and enforceable, the Customer shall provide relayr with equivalent security.
  25. Export. The Customer agrees to refrain from exporting any Deliverables and technical information received from relayr, except in the event that all relevant export regulations in force in its country of residence as well as in the United States of America are observed, and the Customer shall impose this obligation also on its customers, without prejudice to the other provisions of the Contract or these GTC.
  26. Subcontractors. relayr may make use of subcontractors to perform any of its obligations under the Contract or these GTC, provided that the use of any such subcontractors shall not limit or restrict relayr’s obligations towards the Customer.
  27. No Assignment. The Customer shall not be entitled to assign its rights under the Contract – except for claims for payment – to any third party without relayr’s prior written consent, which consent shall not be unreasonably withheld.
  28. Severability. Should one or more of the provisions of the Contract or these GTC be or become invalid or unenforceable, the validity and enforceability of the other provisions hereof shall not be affected.
  29. Legal place of performance for all obligations under the Contract shall be at Pullach, Germany, or at the relayr office or facility providing the respective supply or service as notified to the Customer by relayr.
  30. Governing Law. The Contract and these GTC shall be subject to the laws of the Federal Republic of Germany. The United Nations Convention on Contracts for the International Sale of Goods (CISG) shall not apply.
  31. Jurisdiction. All disputes arising under or in connection with Contract and/or these GTC shall be submitted exclusively to the courts of Pullach to the extent that the Customer is a commercial entity or a public law corporation, or a public law fund or trust. The Customer hereby submits expressly to the jurisdiction of the Pullach courts.
     
    relayr shall in any event be entitled, at its discretion, alternatively to take legal action against the Customer in the courts having general personal jurisdiction over the Customer.
  32. Remedies. If Customer should breach any of its obligations under Contract and/or these GTC, or if such a breach is likely to occur, relayr shall be entitled to seek equitable relief, including specific performance or an injunction, in addition to any other rights or remedies, including money damages, provided at law or in equity.
  33. Attorneys’ Fees. The prevailing party in any legal action arising out of or relating to the Contract and/or these GTC shall be entitled to an award of its reasonable attorneys’ fees and costs, in addition to any award of damages or other relief, if any, awarded to the prevailing party.
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