Terms and Conditions

General Terms and Conditions – easyRAUM GmbH
§ 1 Preface
(The German version of these General Terms and Conditions is the controlling version. Any
translations are provided for convenience only.)
The following General Terms and Conditions apply to all contractual relationships with
easyRAUM GmbH. All quotations, deliveries and services shall be exclusively subject to these
terms and conditions. They also apply to all future business dealings without any further
agreements. These terms and conditions are considered to be accepted at the latest when the goods
or services have been accepted. Any conditions of the purchaser, especially regarding the terms of
purchase, are herewith explicitly contradicted.
§ 2 Licence Agreement at Purchase of Software
1. easyRAUM GmbH grants the user the non-exclusive right to use the purchased software
according to the terms of this agreement. All further rights on the software and documentation
remain with easyRAUM GmbH. The right to use is not absolute. The user only gains ownership of
the data media and documentations.
2. The user may install the software as Single Licence on one single PC (personal computer) for
one single user. If the user purchases a Multiple Licence, the right to use applies to the agreedupon
number of simultaneous uses, i.e. for the agreed-upon number of users that use the software
simultaneously at any given time. Any simultaneous use that exceeds this agreed-upon number is
prohibited. The software may only be installed on a server if the user takes technical measures that
not more than the agreed-upon number of users can use the software simultaneously.
3. The user is allowed to store the software on a hard disk. Security backups are only allowed if
necessary. Normally, the original data media is to be used as security backup. Any copy or
duplication of the user manuals and other documentation is prohibited. The user commits himself
to only use the software within the approved operating system environment and the recommended
hardware and software requirements. easyRAUM does not assume any liability for hardware
compatibility.
4. The user is expressly forbidden to translate, process, decompile, reverse engineer or arrange the
software differently or adapt or alter it and to copy the achieved results.
5. Any form of sublicensing, especially any leasing or lending or using the software within any
user service agreement is prohibited.
6. The user is allowed to resell the complete software including user documentation on the
condition that the aforementioned right to use is transferred. This means that a Multiple Licence
must be transferred as a whole and not as separated single licences. The usage right of easyRAUM
does not expire due to the discounts allowed. This right does not include any user copies of the
software. Any commercial resale is prohibited.
7. The transfer of the right to use is subject to the condition precedent that the old user informs
easyRAUM about the transfer and that the new user registers himself. The new user has to agree
with this licence agreement and the original user has to hand over these terms and conditions to
the new user. With handing over the software, the new user acquires the right to use the software
to the terms of this agreement and takes oresver the position of the old user. At the same time, the
right to use according to this agreement expires for the old user. The old user is obligated to delete
or destroy any copies (including security backup copies) of the software that remain in his
possession.
8. The aforementioned right to use is granted to the user subject to the condition precedent that the
service in return is paid completely.
9. The easyRAUMPro licence does only give the right to visualise venues and locations for the
user’s own projects and to provide commercially any formats that can be exported by the software
(image files, PDF files, 3D data). The licence explicitly excludes the right to extract project files
(.cad/.dwg) from any visualised venue, or to give them to any third party. Transferring any project
file of a visualised venue is in any individual case subject to the written permission of the licence
holder.
§ 3 Angebot und Vertragsschluss
All offers made by the provider are and remain strictly non-binding and subject to change.
Declarations of acceptance and all orders require confirmation by the vendor in writing or by
telex/fax in order to be binding. The employees of easyRAUM are not authorised to make any
ancillary verbal agreements or consents that exceed the contents of the written agreement. Any
amendment of, addition to, or rescission of this agreement must be in writing in order to be valid.
The same shall apply to any agreement setting aside the written-form requirement. The client is
not entitled to transfer any titles from this contractual relationship s to any third party.
§ 4 Prices and Additional Charges
1. All prices quoted are valid ex-storage area of easyRAUM. Prices are quoted strictly net of
V.A.T. at the current rate and net of costs for transport, postage, packaging, insurance, customs or
other charges. Shipment is to be carried out to conditions customary in the business without any
responsibility for cheapest shipment, unless being specially ordered by the client. If receiving a
damaged shipment, the client is bound to obtain any necessary documentation for the proof of loss
and to immediately make a written report. This also applies in case that easyRAUM bears the risk
of transport. Correspondingly, this applies in case that any goods are lost in shipment.
2. Services such as measurements of space and rooms, conversion of plans or digitising printed
media are charged as price per unit subject to the conditions being given in the currently effective
price list, or according to the currently effective hourly wage rate of the supplier. Any fixed price
or all-inclusive contracts shall require a separate agreement.
§ 5 Cooperation Obligation concerning Services
1. The client is responsible for that easyRAUM will receive, in timely fashion, any documentation
that is required for completion of the services. The client is also responsible for that he will be
informed of all procedures and circumstances that are relevant for the execution of the contract.
This is also valid for all documents, procedures and circumstances that arise after the start of
activities by easyRAUM.
2. On request of easyRAUM, the client has to approve in written form the accuracy and
completeness of all documentation, information and verbal statements provided by the client.
§ 6 Delivery
All dates quoted for delivery and completion of services are always non-binding. easyRAUM is
not accountable for any delays due to force majeure, including but not limited to strike, lockout,
business disruptions or official orders, also if these affect contractors of easyRAUM or their
subcontractors, even if a binding deadline or time limit has been agreed upon. The client entitles
easyRAUM to postpone delivery by the duration of the delay plus an appropriate lead time.
Correspondingly, the same shall also apply for any other case where delivery is delayed or made
impossible due to circumstances that easyRAUM is not accountable for.
The client is only entitled to withdraw from the contract if he has explicitly declared a binding
date of delivery, if easyRAUM does not comply with this term, if he then has set a new
appropriate deadline in writing and if this period, that shall begin when we receive the deadline in
writing, expires fruitlessly.
§ 7 Transfer of Risk
Risk shall transfer to the client no later than upon handover of the shipment to the first carrier or if
the shipment has left the storage area of easyRAUM or a subcontractor. If the delivery is delayed
on request of the customer, risk shall transfer to the customer no later than when readiness for
delivery is reported. The same applies if easyRAUM asserts a right of detention.
§ 8 Guarantee
1. The software subject to this agreement was been designed for a multitude of applications and
cannot make allowance for any imaginable application in every detail. easyRAUM is liable for
that the software performs to the given specifications. The guarantee only applies to the software
as delivered by easyRAUM. Software errors that are attributable to any subsequent changes of the
user, to the operating system used by the client or to any third party products, are excluded from
this guarantee. After transfer of risk, the user has no entitlement to the realisation of any software
enhancements, even if these become necessary due to legal requirements. The user is responsible
for the regular backup and service of his individual user data. easyRAUM points out that data
backups are necessary to process any case of guarantee and that the user has to hand over the
complete data backup to easyRAUM so that a problem analysis can then be performed.
2. All goods have to be examined immediately after arrival at their destination and must be treated
with the diligence of a prudent businessman. If this examination is not carried-out, any guarantee
of the provider is limited to malicious intent and gross negligence and excluded in any other cases.
The characteristics and quality of the goods are considered approved if no complaint is placed
against easyRAUM immediately after arrival of the goods at their destination or if the client
resells the goods. Any latent defects shall be reprehended in writing immediately.
The period of guarantee is one year.
When the client has exercised his rights correctly and the delivered goods are defective or do not
perform to the agreed specifications, he may demand, at the choice of the provider, a subsequent
delivery exempt from charges or rectification of the defect. Further requirements of any kind are
excluded. Any indemnity requirements are excluded, except if attributable to malicious fraud, the
lack of expressly contractually confirmed characteristics, gross negligence, breach of principal
obligations or unless liability is compulsory by law.
§ 9 Payment
All payments to easyRAUM are to be made in full immediately upon receipt of invoice. Any
discounts or rebates are subject to explicit written confirmation. easyRAUM is not bound to
accept cheques or bills of exchange. In any case, these will be only accepted on account of
payment. Discount and note charges are to be paid by the client, immediately.
If easyRAUM becomes aware of any circumstances that question the client’s credit worthiness, in
particular if a cheque cannot be cashed or if the client discontinues his payments, easyRAUM has
the right to accelerate the maturity of the entire remaining debt and to return the cheque. The same
applies if the client is in default of payment of other deliveries. In these cases, easyRAUM is also
entitled to request advance payments or the rendering of security.
If easyRAUM claims damage due to non-fulfilment, this amounts to 30% of the goods value,
without further determination. It is left up to the client to prove that the incurred loss for
easyRAUM is minor.
The assertion of any right of retention, setting off due payments against counterclaims of any kind,
or any other deductions for whatever legal ground are not permitted. This does not apply if the
counterclaim is legally binding or undisputed. However, the client is entitled to the right of
retention if the counterclaim results from the same contractual relationship.
§ 10 Reservation of Title
Until receipt in full of all demands that easyRAUM is entitled to against the client due to the
business connection for now and in future, including balance claims of the current account, the
client grants the following securities to easyRAUM that will be released on demand if their value
effectively exceeds the open claim by more than 20 %.
The delivered goods are considered property of easyRAUM until payment in full has been
received.
In case of non-contractual behaviour of the client – especially delay of payment, non-payment,
filing for bankruptcy – easyRAUM is entitled to take back the delivered goods subject to retention
of title, or, if necessary, to demand the assignment of the client’s right to recovery against third
parties. If the goods subject to retention of title are taken back or seized, this shall not be regarded
as withdrawal from the contract.
§ 11 Haftungsbeschränkung
1. Any indemnity requirements, for whatever legal ground, against easyRAUM or any vicarious
agents or assistants are excluded, except if attributable to:
- Breach of principal obligations
- Malicious fraud or gross negligence
- Violation of life, body and health
- Product liability
In any case, liability is limited to foreseeable damage and typically measured according to the
value of the delivery or services.
2. easyRAUM creates evacuation and rescue plans solely based on the data of the premises as
provided by the client. Neither easyRAUM in the context of services provided to the client, nor
the client himself using the software, when creating any evacuation and rescue plans, assume any
guarantee or liability in the case of any accident that was caused for whatever reason. The created
evacuation and rescue plans do not formally comply with fire protection requirements.
The client obligates himself to show any evacuation and rescue plans to the appropriate authorities
and, if applicable, have them approved.
§ 12 Place of Performance and Jurisdiction, Salvatory Clause
Place of performance and jurisdiction for both parties is Hanover, Germany, in case that the client
is general merchant in terms of the German Commercial Law, a legal entity under public law or
special fund under public law.
Should any part of this agreement be invalid for any reason, it shall be replaced with a
corresponding text, which is valid and closely equivalent to the intended meaning. The rest of the
agreement shall remain unaffected and valid.

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