Terms and Conditions for the subscription to eSUBmanager

General information

EXTEDO GmbH, represented by its managing directors, with the place of business located in Einsteinstraße 30, 85521 Ottobrunn, Germany (hereinafter referred to as "EXTEDO"), has developed the software eSUBmanager. It is a web-based Software offered by EXTEDO as a SaaS solution (the “SaaS Solution” or “the Services”), in particular for the areas related to e-Regulatory compliance.

These Terms and Conditions (T&C) are applicable to the subscription of the SaaS Solution.

If You are accepting these T&C (the “Agreement”) on behalf of a company or other legal entity (the “Customer”), You represent and warrant that You have full authority to bind the Customer to this Agreement. Only Companies as defined in Section 14 of the German Civil Code (BGB) and professional services providers can subscribe to the SaaS Solution. EXTEDO may keep at its own discretion the acceptance of certain Customers, and more specifically, EXTEDO may reject the use and access to the SaaS Solution or Services to direct competitors.

These T&C are applicable to the Customer for the subscription to eSUBmanager, additional features and Consulting Services related to eSUBmanager. EXTEDO cannot provide our SaaS Solution without the Customer’s agreement to these T&C. By using the Subscription Service, additional features or receiving the Consulting Services, you agree to these T&C. The specifications of the Services and the parameters of the Services (e.g. number of users with access, period of subscription, payment of the fees) shall be scheduled in the relevant subscription order related to every Customer (the “Order”).

EXTEDO periodically updates these T&C. If You have an active SaaS Solution, you will be informed about updates via e-mail or an in-app notification.

This Agreement is entered into force once EXTEDO sends You a confirmation of Your subscription and grants You with access to the SaaS Solution.

Definitions: the following terms shall be understood as follows:

“eSUBmanager” shall mean the SaaS provided by EXTEDO for the software eSUBmanager in a subscription basis, and access to the e-learning system “EXTEDO University”

“Update” means any change to the SaaS Solution’s environment.

“Upgrade” means any change to the EXTEDO software version.

“Connectors” for the SaaS Solution provides integration functionality.

“Customer” or “You” means the company, legal entity, or individuals providing professional services who subscribe to the SaaS Solution. Only Companies as defined in Section 14 of the German Civil Code (BGB) and professional services providers must be understood as Customer according to this Agreement.

“User” means all the access rights per Customer for which the Customer is fully responsible to ensure the proper use in accordance with this Agreement. You, as the Customer, must ensure that the Users comply with all the obligations set out herein.

“Customer Data” means all data and information, including text files, that is inserted into EXTEDO’s software(s) during the use of the Services. This might include personal data.

“Technical Data” means all the information related to the Customer’s systems that EXTEDO needs in order to optimize and operate the system.

 “Order” means the request by the Customer in written-electronic form when subscribing to the SaaS Solution or when modifying its current subscription terms.

 “Activation Date” means the date on which the actual access to the SaaS Solution is given to the Customer. In a regular basis this date shall occur within two (2) working days after the subscription was processed.

 "Billing Period" means the period for which You agree to prepay fees under an Order form, which will be the same as or shorter than the subscription term.

 "Consulting Services" mean the professional services provided to You by EXTEDO which may include but are not limited to training, installation, migration or other consulting services. Consulting Services are always billed on time and material.

“EXTEDO Subscription Portal” means the portal where You get access after initial Order. There You have the possibility to change subscriptions based on the defined terms, view remunerations, update payment information and view invoices.

“EXTEDO Customer Portal” means the portal where You get access to product-related information.

“Solution Description” means the document defining the services, functionalities and Software options subject to the SaaS Solution.

“Trial Environment” means the version made available to the Customer for a limited period of time as defined by EXTEDO. The Trial Environment may have limited functionality.

1. Subject matter 

1.1. The subject matter of this Agreement is the subscription to EXTEDO’s eSUBmanager (the “SaaS Solution” or “the Services”). All Software(s) of EXTEDO under this Agreement are rendered as Software as a Service (SaaS). Therefore, you will receive the technical ability and permission to access and use the Services (hosted on central servers of the hosting partner of EXTEDO) via internet and to use the functionalities pursuant to these T&C. During the subscription term, EXTEDO will provide You access and use to the Services as described in this Agreement and the applicable Order via the internet. We may also provide You access to use our Trial Environment at any time by activating it in Your EXTEDO Subscription Portal account. 

1.2. Additional Features. You may subscribe to additional features of the Subscription Services by placing an additional Order or activating the additional features from within Your EXTEDO Subscription Portal account (if this option is made available by EXTEDO). This Agreement will apply to all additional Order(s) and all additional features that You activate from within Your EXTEDO Subscription Portal account. 

1.3. Consulting Services. You may purchase Consulting Services by placing an Order with EXTEDO. Unless EXTEDO otherwise agrees, the Consulting Services provided are described in the Order and will be delivered in English language. Fees for these Consulting Services are in addition to Your subscription fee. If You purchase Consulting Services that recur, they will be considered part of Your subscription and will renew in accordance with Your subscription. 

1.4. All Consulting Services are performed remotely, unless You and EXTEDO otherwise agree. 

1.5. For Consulting Services performed on-site, you will reimburse EXTEDO reasonable costs for all expenses incurred in connection with the Consulting Services. Any invoices or other requests for reimbursements will be due and payable within thirty (30) days of the date of the invoice. 

1.6. If there is a specific number of hours included in the Consulting Services purchased, those hours will expire as indicated in the applicable description, which expiration period will commence upon purchase (the “Expiration Period”). If there are deliverables included in the Consulting Services purchased, it is estimated that those deliverables will be completed within the time period indicated as the delivery period in the applicable description, which delivery period will commence upon purchase (the “Delivery Period”). If there is no Expiration Period or Delivery Period indicated, then it will be one hundred and eighty (180) days from purchase. If the Consulting Services provided are not complete at the end of the Delivery Period due to Your failure to make the necessary resources available to EXTEDO or to perform Your obligations, such Consulting Services will be deemed to be complete at the end of the Delivery Period. If the Consulting Services provided are not complete at the end of the Delivery Period due to failure of EXTEDO to make the necessary resources available to You or to perform EXTEDO’s obligations, the Delivery Period will be extended to allow EXTEDO to complete such Consulting Services. 

1.7. EXTEDO might provide some or all elements of the Consulting Services through third party service providers. 

1.8. Consulting Services are non-cancellable and all fees for Consulting Services are non-refundable. 

 

2. Rights of the Customer

2.1. Right to access and use. Subject to this Agreement, and during the period of the subscription, EXTEDO grants You as a Customer with a non-exclusive and non-transferable right of access and use the SaaS Solution with the applicable limitations and rights defined in the Order(s). 

2.2. Updates. EXTEDO will update the SaaS Solution at any time whenever required to improve the functionalities of the SaaS Solution. Whenever possible according to the circumstances, you will be informed about any of these updates in due time. 

2.3. Modifications. We modify the Subscription Services from time to time, including by adding or deleting features and functions, in an effort to improve Your experience. For EXTEDO’s paid Subscriptions, EXTEDO will not make changes to the Subscription Services that materially reduce the functionality provided to You during the subscription term. For the Trial Environment, EXTEDO may make changes that materially reduce the functionality provided to You during the subscription term. 

2.4. Availability. The SaaS Solution will be available 24 hours a day, 7 days a week except for planned down-time for maintenance. EXTEDO will make business reasonable effort to make the SaaS Solution available 24 hours a day, 7 days a week. 

 

3. Obligations of the Customer 

3.1. Acceptable use. You, as the Customer, must only access and use the SaaS Solution or the Services pursuant to these T&C between You and EXTEDO for the provision of the Services. 

3.2. No misuse. You shall not misuse or allow the misuse of the SaaS Solution for any purpose other than the one for which it is addressed. You shall refrain from any attempt, on Your own or through unauthorized third parties, to retrieve any information or data without authorization, to interfere with programs that are operated by EXTEDO or to allow such interference, or to access the data networks of EXTEDO without authorization. 

3.3. Number of Users. You must ensure that only Users that You have previously authenticated can have access to the SaaS Solution. No more than the allowable maximum number of Users can have access. 

3.4. Technical requirements. You have the sole responsibility for ensuring that the Users of the SaaS Solution have access to an internet connection as well as appropriate software and hardware equipment. You are solely responsible for the maintenance of these technical requirements. In particular, when using the SaaS Solution You must ensure that the pre-requisites and any other requirements specified in the Solution Description are covered. EXTEDO will not assume any responsibility for malfunctioning of the Services provided in case the system requirements are not met as a consequence of inability or incapability of the Customer. 

3.5. Protected access. You shall protect Your User access authorization as well as the identification and authentication backups provided to You against unauthorized access. If You have the evidence that Your access and use have been unlawfully obtained or could be abused by a third party, you are obliged to inform EXTEDO about such incidence. 

3.6. Error communication. You must inform EXTEDO immediately of any errors or malfunctions on the Services, indicating how and under which circumstances the error or defect has occurred, by sending an email to support@extedo.com

3.7. Compensation for infringement and damages. If You infringe or violate any of the obligations under these T&C or in case of repeated violations, EXTEDO is entitled, at its own discretion, to fully or partially suspend the provision of services without notice. EXTEDO may charge You for the costs that EXTEDO incurs as a result of said measures at the prices applicable at that time. If You are responsible for the infringement of any applicable laws or third-party rights, you shall compensate EXTEDO for any resulting damage. 

 

4. Remuneration and payment for the subscription 

4.1. The remuneration fee for the subscription to the SaaS Solution will be described in the specific Order. A minimum usage may apply for the different SaaS Solution. This minimum is described in the applicable service description or in the Order. 

4.2. Billing process. The billing cycle is set up on a monthly basis, starting from the Order Date. Add-ons that are ordered during a subscription period are billed with a pro-rated amount with the Order. The complete amount is then included in the next subscription renew billing. EXTEDO reserves the right to change the billing process at any time. 

4.3. Payment methods. 

4.3.1. Payment by credit card for monthly subscriptions. If You are paying by credit card, you authorize EXTEDO to charge Your credit card or bank account for all fees payable during the Subscription term. You further authorize EXTEDO to use a third party to process payments and consent to the disclosure of Your payment information to such third party. 

4.3.2. Payment against invoice for yearly subscriptions. If You are paying by invoice, EXTEDO will invoice You no more than forty-five (45) days before the beginning of the subscription term and each subsequent Billing Period and other times during the subscription term when fees are payable. All amounts invoiced are due and payable within thirty (30) days from the date of the invoice, unless otherwise specified in the Order Form. 

4.4. Payment Information. You will keep Your contact information, billing information and credit card information (where applicable) up to date. Changes may be made on Your Billing Page within Your EXTEDO Subscription Portal account. All payment obligations are non-cancelable, and all amounts paid are non-refundable, except as specifically provided for in this Agreement. All fees are due and payable in advance throughout the subscription term. If You are an EXTEDO Partner that purchases on behalf of a client, you agree to be responsible for the Order Form and to guarantee payment of all fees. 

4.5. Payment after cancelation. After cancelation of the subscription the Customer will be billed for the periods outstanding corresponding to the notice of termination (e.g. one month after the notification of the cancellation). 

4.6. Additional Services. With regard to any additional professional services not explicitly mentioned in these T&C or the respective documentation, the Parties will agree in advance on the scope of services and the remuneration fee. These services shall be paid separately. 

4.7. Tax. All fees under this section shall be understood excluding VAT and any other withholding taxes. Upon EXTEDO’s request, you will provide EXTEDO with the VAT registration number under which You are registered in Your member state. 

5. Contractual term, cancellation of the subscription and suspension 

5.1.  Term. Your subscription period will be on a monthly basis and will be automatically renewed in the same terms as is made in the last Order or request. To prevent renewal of the subscription, a notice of termination shall be sent to EXTEDO. The required notice must be provided either in the EXTEDO Subscription Portal or in writing to our EXTEDO contact through orders@extedo.com . This notice will terminate the subscription and have complete effects after one (1) calendar month. That month after notice of termination will be effectively billed. We do not provide refunds if You decide to stop using the SaaS Solution during Your subscription term. 

5.2. Renewal. The renewal pricing set forth in Your Order will apply. If renewal pricing is not included in Your Order, then the standard pricing available in EXTEDO’s price list on the date of renewal will apply. If You use the Trial Environment, EXTEDO will make it available to You free of charge until earlier of (i) the date on which Your free subscription period ends or (ii) the start date of Your paid subscription. 

5.3. Cancellation. EXTEDO may terminate this Agreement for cause, as to any or all Subscription Services upon thirty (30) days’ notice to You of a material breach if such breach remains uncured at the expiration of such period. EXTEDO may also terminate this Agreement for cause on thirty (30) days’ notice if EXTEDO determine that You are acting, or have acted, in a way that has or may negatively reflect on or affect EXTEDO, EXTEDO’s prospects, or EXTEDO’s Customers. This Agreement may not otherwise be terminated prior to the end of the subscription term. The right of You and EXTEDO to terminate this Agreement for a compelling reason under a claim of extraordinary termination under the German Civil Code shall remain unaffected. 

5.4. Suspension for non-payment. EXTEDO will be allowed to suspend the provision of the SaaS Solution if after sending two reminders You do not fulfil Your remuneration obligation under section 4. The suspension of the Services for non-payment will include the deletion of all the Customer Data You inserted into the SaaS Solution if after (set up a grace period for payment within the suspension period) the outstanding amounts have not yet been affected. 


6. Disclaimers, Limitation of liability 

6.1. Disclaimer of Warranties. OUR SUBSCRIPTION SERVICES AND CONSULTING SERVICES WILL BE PROVIDED IN A PROFESSIONAL MANNER IN ACCORDANCE WITH CUSTOMARY INDUSTRY STANDARDS UTILIZING REASONABLE CARE AND SKILL. WE AND OUR AFFILIATES AND AGENTS MAKE NO REPRESENTATIONS OR WARRANTIES ABOUT THE SUITABILITY OF THE SUBSCRIPTION SERVICES, DATA MADE AVAILABLE FROM THE SUBSCRIPTION SERVICES, OR THE CONSULTING SERVICES FOR A PARTICULAR PURPOSE NOR ON A SPECIFIC RELIABILITY, AVAILABILITY, TIMELINESS, SECURITY OR ACCURACY OF THE SUBSCRIPTION SERVICES, DATA MADE AVAILABLE FROM THE SUBSCRIPTION SERVICE, OR THE CONSULTING SERVICES, EXCEPT IF AGREED SEPARATELY. 

ANY LIABILITY FOR DEFECTS EXISTING UPON CONCLUSION OF THESE T&C ACCORDING TO SECTION 536a GERMAN CIVIL CODE SHALL BE EXCLUDED. 

APPLICATION PROGRAMMING INTERFACES (APIs) MAY NOT BE AVAILABLE AT ALL TIMES. 

OUR TRIAL ENVIRONMENT, INCLUDING APIs, ARE PROVIDED "AS IS" WITHOUT WARRANTY OR CONDITION OF ANY KIND. WE DISCLAIM ALL WARRANTIES AND CONDITIONS OF ANY KIND, WHETHER EXPRESS, IMPLIED OR STATUTORY, WITH REGARD TO THE SUBSCRIPTION SERVICES AND THE CONSULTING SERVICES, INCLUDING ALL IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT. 

6.2. Full Liability. We will be liable to You without limit for loss or damage which You actually suffer that is caused by: (i) our fraudulent action, (ii) our willful action, (iii) our gross negligence, (iv) our damage to life, body or health, or (v) our action that would give rise to a claim under the German Product Liability Act and/or (vi) from a guarantee of characteristics (“zugesicherte Eigenschaft”). Provided however, the limitations otherwise set forth below shall apply to: (i) our Trial Environment, (ii) those losses or damages caused by our slight negligence, (iii) those losses or damages caused by gross negligence of employees who are not legal representatives or senior employees, and (iv) our strict liability that may arise from material defects in the Subscription Service that were already in existence at the commencement of Your subscription. The claims for which EXTEDO will be liable to You without limit in accordance with this section are collectively referred to as “Full Liability Claims”. 

6.3. No Indirect Damages. EXCEPT FOR FULL LIABILITY CLAIMS, TO THE EXTENT PERMITTED BY LAW, IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR ANY INDIRECT, INCIDENTAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES, OR LOSS OF PROFITS, REVENUE, DATA OR BUSINESS OPPORTUNITIES. 

6.4. Limitation of Liability. EXCEPT FOR YOUR LIABILITY FOR PAYMENT OF FEES, YOUR LIABILITY FOR VIOLATION OF OUR INTELLECTUAL PROPERTY RIGHTS, AND OUR LIABILITY FOR FULL LIABILITY CLAIMS, YOUR AGGREGATE LIABILITY WILL BE LIMITED TO THE LESSER OF FIVE THOUSAND EURO OR THE TOTAL AMOUNTS YOU HAVE ACTUALLY PAID FOR THE SUBSCRIPTION SERVICE IN A TWELVE MONTH PERIOD PRECEDING THE EVENT GIVING RISE TO A CLAIM; PROVIDED HOWEVER, THIS LIMITATION SHALL NOT APPLY TO YOU IF YOU ONLY USE THE TRIAL ENVIRONMENT, AND IN THIS CASE, IF WE ARE DETERMINED TO HAVE ANY LIABILITY TO YOU OR ANY THIRD PARTY ARISING FROM YOUR USE OF THE TRAIL SERVICES, THEN OUR AGGREGATE LIABILITY WILL BE LIMITED TO ONE THOUSAND EURO. Liability for loss of data shall be limited to the typical expenses for recovery which would have been incurred if regular and appropriate back-ups had been made. You are solely responsible for the back-up of Your data. In no case the liability of EXTEDO for loss of data shall exceed 5.000 EUR. 

6.5. Third Party Products. WE DISCLAIM ALL LIABILITY WITH RESPECT TO THIRD-PARTY PRODUCTS THAT YOU USE. 

6.6. EXCEPT FOR FULL LIABILITY CLAIMS, THE PERIOD OF LIMITATION FOR ANY WARRANTY AND LIABILITY CLAIMS SHALL BE ONE YEAR. 

6.7. Any imposition of fines or penalties (punitive damages) is excluded. 

 

7. Liability for defects 

7.1. Defects. If the Subscription Service is determined to have a defect, You will notify EXTEDO in writing. We will remedy material reproducible defects in a reasonable period of time. If EXTEDO cannot, then EXTEDO will refund to You the pro-rata amount of fees actually paid applicable to the unremedied material defect. You cannot deduct this amount from Your subscription fee, unless Your claim is undisputed or has been confirmed by a final court judgment. You will not have a claim for a defect under this section if: (i) it is caused by Your use of the Subscription Service in violation of this Agreement, or (ii) is a defect relating to our Trail Environment that has not been maliciously concealed by EXTEDO. Subject to the limitation of liability set forth in this Agreement, the refund described in this section is Your sole and exclusive remedy for defect claims. 

7.2. Compliance with Laws. We will comply with all E.U. Regulations (where applicable) in our provision of the Subscription Service, the Consulting Services and our processing of Customer Data. We reserve the right at all times to disclose any information as necessary to satisfy any law, regulation, legal process or governmental request. You will comply with all laws in Your use and receipt of the Subscription Service and Consulting Services, including any applicable export laws. You will not directly or indirectly export, re-export, or transfer the Subscription Service or Consulting Services to prohibited countries or individuals or permit use of the Subscription Service or Consulting Services by prohibited countries or individuals. 

7.3. Any technical data, specifications and details of performance contained in public statements, in particular sales materials, shall not constitute descriptions of qualities. The functionality and features of the SaaS Solution shall, in the first instance, be determined by the Solution Description. In addition, the SaaS Solution will be suitable for the purposes set out in this Agreement. 

7.4. Any case reported to EXTEDO may be corrected by EXTEDO within the reaction time set out in the Customer Support Guidelines and any additional future Order(s) to this Agreement following appropriate notification of the defect. The same shall apply to any other disruption to the possibility of using the Software insofar as this disruption is originated in the sphere of responsibility of EXTEDO. 

7.5. Any strict liability for damages in relation to defects already existing at the time of the conclusion of this Agreement is excluded. 

7.6. The User shall support EXTEDO in identifying and correcting any defects in accordance with Section 3.6 of this Agreement. 

 

8. Intellectual property 

8.1. IP from EXTEDO. EXTEDO’s Intellectual Property rights include (i) source code and copyright, (ii) trademarks and designs, (iii) any licensed third party rights retained therein (e.g. licensed third party stock logos or artwork and licensed restorable software components), (iv) any pre-existing, EXTEDO-owned, reusable data that is required for the ongoing conduct of EXTEDO’s business and that is not proprietary to Customer (e.g. reusable program source code, EXTEDO-owned software programs, generic logos or artwork and workflow methodology), and (v) any other products, services, processes or other intellectual property developed or utilized by EXTEDO and offered generally by EXTEDO to its customers, including, without limitation, any enhancements or improvements thereto, whether developed by EXTEDO during the term of the subscription (collectively, the “Retained Property”). 

8.2. IP from Customer Data. You own, control and retain exclusive worldwide rights and titles related to all work, patents, trade secrets, trademarks or designs (Your “Intellectual Property Rights”) that might be included in the content You generate by uploading, submitting or inserting Your Customer Data into EXTEDO’s SaaS Solution or Services. You shall be responsible for Your Business Data and the Intellectual Property Rights that might be contained therein, and You must ensure that such Customer Data does not infringe any third party intellectual property rights or violate any legislation or applicable laws in force at that time. In case of breach of the aforementioned obligation, You shall be responsible for and will indemnify EXTEDO for all claims, suits, proceedings, losses, liabilities, damages, costs and expenses (including attorney’s fees) made against or incurred by EXTEDO. 

 

9. Data Protection, Customer and Technical data 

9.1. Data Protection

9.1.1. EXTEDO as controller. EXTEDO is collecting and processing some of Your contact details that You provide to EXTEDO with the main purpose of managing the Customer relationship. Further details about such processing can be found at any time under our Privacy Statement, which is periodically updated. EXTEDO is committed to follow the highest standards on privacy and pursuing the requirements of GDPR. You can exercise Your rights as data subject by sending an e-mail to privacy@extedo.com

9.1.2. EXTEDO as Processor. In consideration with the provision of the Services that EXTEDO is delivering to You, EXTEDO is acting as a processor on Your behalf for the data You upload to EXTEDO’s SaaS Solution (Your Customer Data), as long as it contains personal data therein. You accept that whenever personal data is included in Your Customer Data, there is a processing relationship that shall be governed by a separate document pursuant to Article 28 (3) of the GDPR. You accept and agree that EXTEDO will process personal data on Your behalf in accordance to the instructions set up on the Data Processing Agreement that can be download here. You are aware and agree that the Services of EXTEDO will be provided with the involvement of subcontractors. 

9.1.3. Notwithstanding the above, within the framework of this Agreement and the current processing relationship, You are acting as a controller for Your Customer Data and (i) shall be responsible for ensuring the compliance with the EU Regulations and/or any other statutory requirements whenever applicable, (ii) shall attain the necessary consent of the concerned data subjects or the legal basis whenever You collect and process personal data within the scope of using EXTEDO’s Services and (iii) shall collaborate with EXTEDO whenever EXTEDO requires customer information about the processing activities handled by the Customer and hosted within the SaaS Solution. 

9.2. Customer and Technical data 

9.2.1. Limits for EXTEDO. We will not use or allow anyone else to use Your Customer Data to contact any individual or company except as You directly or otherwise permitted such. We will use Customer Data only in order to provide the Subscription Services and Consulting Services to You and only as permitted by applicable law, this Agreement and our Privacy Policy. If You have engaged with a partner of EXTEDO that participates in EXTEDO’s Partner Program, EXTEDO may monitor Your partner’s activity within Your EXTEDO SaaS Solution account and make available information related to Your subscription to Your partner for the purposes of managing and improving the EXTEDO Partner Program. 

9.2.2. Aggregated Data. EXTEDO may monitor Your Company as our Customer when using the SaaS Solution and use the information gathered in an aggregated and anonymous manner in order to get statistics of Your Company’s needs regarding the Software in order to enhance Your user experience. You agree that EXTEDO may use such information, provided that such information does neither incorporate any Customer Data nor identifies any natural person. 

9.2.3. Safeguards. We will maintain commercially appropriate administrative, physical and technical safeguards to protect Customer Data. 

9.2.4. Returning of Customer Data. You shall be solely responsible for exporting the data until the end of the subscription period.


10. Confidentiality 

10.1. Customer and EXTEDO shall treat as confidential all technical and non-technical information in an oral, visual or written form or exchanged / transferred by data carriers, any knowledge or results thereby achieved, written documents, drawings, plans, specifications, company secrets, methods, formula, exchanged knowhow, as well as any materials and other objects (hereinafter called "Confidential Information") which is labelled as confidential in relation to the respective receiving Party or must be considered confidential by its nature. 

10.2. Customer and EXTEDO shall disclose the Confidential Information to only those employees within its organization who have a “need-to-know” basis for the carrying out of these T&C. Customer and EXTEDO shall instruct such person as to the Agreement and shall make such person subject to the provisions of this Agreement. Customer and EXTEDO shall protect any Confidential Information obtained from the other with the same standard of care with which it protects its own business and trade secrets, but at least with standard of care of a careful business person. 

10.3. Confidential Information may be disclosed to third parties only with the written approval of the party which originally provided such Confidential Information. In this case, the receiving party shall ensure that the third party complies with the provisions of this Agreement. 

10.4. Neither EXTEDO nor the Customer shall be bound by a duty of confidentiality when receiving Confidential Information if such Confidential Information 

a) is generally known at the time of disclosure;

b) becomes generally known without the receiving party having breached any duty to protect confidentiality;

c) was already in the possession of the receiving party at the time of disclosure or was not obtained directly or indirectly from the disclosing party;

d) simultaneously with or after the disclosure such was lawfully obtained from a third party and such third party had not directly or indirectly obtained the information from the disclosing party or was authorized to disclose such information in relation to the disclosing party;

e) was derived from own work in the possession of the receiving party or was obtained through own work at a later stage without the persons involved in such work having access to the disclosed confidential information;

f) must be disclosed because of a binding order of an authority whereby the party receiving the information shall notify the disclosing party of such case without unreasonable delay and upon request shall advise of any information necessary for any appeal or objection. 

10.5. Any publication in which Confidential Information may be mentioned is to be approved by the affected Party in well in advance. 

10.6. The obligation to maintain confidentiality shall expire 3 years from the date of the respective information being disclosed. In relation to information for submissions (= information concerning products in terms of authorization procedures), the obligation of confidentiality shall expire 5 years from the date of the respective information being disclosed. 

 

11. Final provisions 

11.1. Severability. If any provision of these T&C violates statutory regulations, or is or becomes invalid, the validity of the remaining provisions of these T&C shall not be affected thereby. The invalid provisions are, back-dated to the time of the invalidity, to be replaced by such provisions as most closely approximate the economic objectives. 

11.2. Force Majeure. Neither party will be responsible for failure or delay of performance if it is caused by (i) an act of war, hostility, or sabotage, (ii) an act of God (iii) an electrical, internet, or telecommunication outage that is not caused by the obligated party, (iv) government restrictions or (v) other event outside the reasonable control of the obligated party. Each party will use reasonable efforts to mitigate the effect of a force majeure event. 

11.3. Governing Law and Jurisdiction. Regarding all legal relations resulting from these T&C, You and EXTEDO agree to apply the laws of the Federal Republic of Germany. The application of the United Nations Convention on Contracts for the International Sale of Goods (CISG) is hereby excluded. The exclusive place of jurisdiction for all disputes arising from and in connection with these T&C is Munich. 

 

12. Specific terms for the Trial Environment 

12.1. If You are using our Services in a Trial Environment with demo data (“Trial Environment”) the following specific provisions will apply. 

12.2. Only companies within the meaning of Section 14 of the German Civil Code (BGB) can request the Services as a Customer or potential Customer. EXTEDO will allow the access to the Trial Environment to certain users at its own discretion. 

12.3. During the Trial Period, EXTEDO grants You with a non-exclusive and non-transferable right to access the Trial Environment on the system in the data center of the hosting partner of EXTEDO. Any rights on the Software shall not be transferred to You. 

12.4. You have the right to use the Software only for internal test and demonstration purposes for a trial period of 45 days, free of charge and for a maximum number of 5 users per Customer. 

12.5. If EXTEDO provides new versions, updates or upgrades of the Trial software during the trial period, the above right of access shall apply accordingly. 

12.6. You shall use the Trial software strictly for the purposes for which it is meant to: the evaluation and test of the functionalities and usability of the Trial Environment and how it matches business needs for submission, viewing and reviewing. You shall not misuse the Trial Software or allow it to be misused. You shall refrain from any attempt, on Your own or through unauthorized third parties, to retrieve any information or data without authorization, to interfere with programs that are operated by EXTEDO or to allow such interference, or to access the data networks of EXTEDO without authorization. You are not entitled to use, reproduce, download nor make available the Trial Software to third parties. 

12.7. All the intellectual property rights related to the software application, documentation, documents or instructions (e.g. scripts, source code, instruction sets) shall remain in any case under the ownership of EXTEDO. By accepting these T&C, you are aware of and agree that EXTEDO does not grant any rights to patents, copyrights, trade secrets, trademarks, or any other rights in respect to the items included in the Trial software. EXTEDO reserves all rights not granted under these T&C. 

12.8. You must inform EXTEDO immediately of any errors in the Trial software by sending an email to support@extedo.com, indicating how and under which circumstances the error or defect has occurred.

These Terms and Conditions for eSUBmanager are effective from 05 July 2019.


Terms and Conditions for the Subscription to SafetyEASY And Related Services (The Software Package)

These Terms and Conditions (T&C) apply to Your Subscription with EXTEDO to the Software Package SafetyEasy and shall constitute a binding agreement contract between You and EXTEDO. EXTEDO GmbH shall resell the Software Package to the Customer and the Customer shall pay for the Services in accordance with (i) the current Terms for the subscription to the Software Package, (ii) the Terms and Conditions of the Service Provider  that are deemed incorporated by reference to the present Terms and Conditions, and (iii) upcoming specific Order Forms, (all together, the “Agreement”). Those documents and their respective Appendices shall govern the subscription between You and EXTEDO and the subsequent delivery of the Software Package to the exclusion of any other terms or conditions proposed by the Customer.

By subscribing to the Software Package and accessing and using the databases therein, you agree and accept the Agreement.  

The following terms shall be understood as defined: 

“Reseller” means EXTEDO GmbH.  

“Service Provider” means AB CUBE, SARL  

“Databases” means SafetyEasy PV, SafetyEasy MD, SafetyEasy MI, COSMETHICS, developed by the Service Provider.  

“Software Package” means the databases SafetyEasy PV, SafetyEasy MD, SafetyEasy MI, COSMETHICS on a SaaS mode with web access performed and delivered by the Service Provider, and the services offered on a subscription or as “one-time” service by the Reseller. Software Package shall also mean the iTAP tool on a SaaS mode, whenever You subscribe to it independently. The Software Package includes the Basic Services and Complementary Services hereby detailed under Section 1 of these Terms and Conditions. The specific Order shall include to which extent those services will be rendered by either the Reseller or the Service Provider.  

“Additional Services” means services requested by the Customer (such as consulting services or publishing) and excluded from the Software Package. It can be ordered as a supplementary service to the Software Package.  

“Customer” or “You” means the company, legal entity, or individuals providing professional services who subscribe to the Software Package. Only Companies as defined in Section 14 of the German Civil Code (BGB) and professional services providers must be understood as Customer according to these Terms and Conditions.  

“User” shall mean the access rights per Customer for which the Customer is fully responsible to ensure the proper use in accordance with these Terms and Conditions and Service Provider’s T&C. You, as the Customer, must ensure that the Users comply with all the obligations set out by the Service Provider therein.  

“Customer Data” means all the information that is uploaded by You or an employee of You or inserted into the Database upon subscription to the Software Package. It includes the information contained in the case(s) and therefore may include personal data.  

“Subscription” means the digital service of enrollment to the Software Package, for a pre-defined period of time and based on the payment of a subscription fee.  

 “Order Form” means the request by the Customer in written-electronic form when subscribing to the Software Package (including the one-time services). It may comprise the Statements of Work (SOW), but also additional services requests.  

“Case” means every entry on the Database for pharmacovigilance purposes. This might include (but is not limited to) the ICSR (Individual Case Safety Report) or SUSAR (Suspected Unexpected Serious Adverse Reaction). The subscription fee shall be based on the number of cases that Customer decides to purchase. 

1. Subscription to the Software Package

EXTEDO entitles you with a subscription to the Databases and services of the Software Package for a limited period of time and according to a price defined on your Order Form.  

The Software Package:  

Your subscription to the Software Package shall include the following services:  

1. Basic Services:  

  • Right to access and use the Databases as SaaS mode. This service is performed and delivered by the Service Provider AB CUBE.
  • Full access to 100% of the Database(s) functionalities 
  • Access to the Database and Test environment 
  • Access for an unlimited number of users 
  • Maintenance and updates services after second level support. 
  • Support and access to validation documentation accessible to Key User(s)
  • Hosting services for the database: provided by the third-party service provider of the Service Provider
  • Maintenance services: by the Service Provider
  • Updating services due to changes in the applicable legislation: performed by the Service Provider 
  • Support services: First, Second and Third level support. Support can be provided by either the Reseller or the Service Provider.  
  • Validation and user documentation (by the Service Provider) 

2. Complementary Services: the following “one-time” services can be added to the Software Package depending on the needs of your business. It may be included in the same Order Form of your Software Package and billed as one-time service: 

  • Database Installation (mandatory one-time): by Service Provider 
  • Set up assistance (delivered either by Service Provider or by the Reseller) 
  • Migration (it can be combined and delivered by Reseller and Service Provider or it can be delivered by Service provider)
  • Gateway (only Service Provider)
  • Training (either by the Reseller or the Service Provider in some cases) 
  • Validation (individual) (by the Reseller) 
  • iTAP functionality (by the Service provider) whenever purchased as part of the Software Package for SafetyEasy Databases
  • Project management services 

Additional Services are excluded of the Software Package and therefore must be requested in a separate Order and billable in a separate invoice. Those Additional Services may include (among others) consulting services related to Publishing.    

You are aware and agree that Reseller may refer part of the services above mentioned to its partners in certain geographical regions. 

2. Basic Services: Acceptance of Service Provider’s T&C to access and use the Databases and related services. 

The access and use to the Databases shall be carried out by the Service Provider. The Service Provider will grant you with the access and usage rights to the Database, hosting, maintenance, updating and part of the migration services upon your conformity and acceptance with its required Terms & Conditions which are added by reference to the present Specific Terms and Conditions. You shall therefore read and agree to the conditions before subscribing the Software Package. 

3. Complementary Services

The Complementary Services will be detailed and described under the specific Order. 

General. In as far as is necessary to fulfill any of the Complementary Services, You will grant Reseller or Software Provider access to data processing facilities, including the necessary programs installed on them, as well as the necessary computer time free of charge (within normal working hours and within the operating access regulations). You will make all information and documents needed by Reseller or Service Provider for the performance of the Complementary Services. This means, in particular to data, system descriptions, organizations manuals, hardware documentation, among others. 

Information obligations with regards to Complementary Services. Whenever you request any of the complementary Services, you might be requested to appoint a representative or manager responsible and authorized to give and receive binding declarations. That responsible manager shall be the main contact person with the Reseller or Service Provider during the performance of the Services. 

Acceptance of the Complementary Services. You are aware that the services rendered under the Software Package are services according to §611 BGB (German Civil Code). For this kind of services, no acceptance by the Customer is necessary and there is no guarantee or warranty. In the event that (exceptionally) the services are to be regarded as work performance according to §631 BGB (in which case the Service Description or SOW will specifically label as according to § 631 BGB), the following stipulations will apply:  

  • Acceptance is considered to have taken place in any event if the Customer does not point out existing faults to Reseller or Service Provider within 5 (five) working days after delivery / transfer of the respective service, which justify rejection of acceptance. 
  • Upon rejection of acceptance, the works / services handed over are to be returned to Reseller or Service Provider within 7 (seven) days after declaration of the rejection in order to facilitate a review of the respective works / services by Reseller or Service Provider  

Warranty for Complementary Services. Warranty obligation amounts to 12 months from acceptance of the respective task by the Customer in so far as German law provides acceptance necessary for the rendered services. The Order (SOW, Service Description) does not constitute a declaration of guarantee in terms of §§ 443, 639 BGB insofar as such details are not expressly described in writing as guarantees. Any right to claim under warranty shall be extinguished if the performance subject matter is altered by the Customer or any third party, unless such alteration is not the cause of any fault occurring thereafter.  

Liability for the Complementary Services. In case of a negligent breach of any duty of the Agreement, the liability of the Reseller is limited to EUR 2000. Otherwise the liability for Reseller is excluded. This restriction of liability shall not apply in case of personal injury or damages resulted by any willful act or gross negligence. In no event shall EXTEDO be liable for unforeseeable damage, lack of commercial success, indirect damage or consequential damage – in particular financial damage – or for damage resulting from third party claims with the exception of claims based on violation of third-party proprietary rights. EXTEDO shall be liable for the recovery of any lost data to the extent described above only if the Customer has ensured that such data can be reproduced at reasonable expense in terms of normal data processing from data available in a machine-readable form. This provision shall apply accordingly in case of delay, compensation due to defect, and/or compensation for wasted expenses. 

 

4. Subscription term. Cancellation

Term. The term of each subscription shall be specified in the Order Form. Based upon your business model, EXTEDO may offer a subscription term for a period of either twelve (12) months or one (1) month. In both cases, the subscription terms shall be renewed automatically in the same conditions if no notice of termination (in written form) is addressed to EXTEDO.  

Cancelation of the subscription. You can cancel your subscription to the Software Package without stating a reason by sending a notice of termination at least three months before the expiration of the Subscription Term. The cancelation of the subscription will imply the termination of the access and usage rights to the Software Package and related services by the Service Provider.  

EXTEDO and Your are entitled to cancel Your subscription at any time if any party fails to comply with any of the obligations set out under these Terms and Conditions or the Terms and Conditions of the Service Provider and fails to cure the breach within 30 days after notification.  

Returning of Customer Data with the cancelation. You shall be solely responsible for exporting the data until the end of the subscription period. 

 

5. Subscription fees. Payment

Subscription Fee. The remuneration fee for the subscription to the Software Package will be described in the specific Order. The fee will be adjusted on the number of Cases that You add to Your Subscription and actually entered into the Databases. If You exceed the number of Cases during Your term of Subscription, You will be automatically charged for the higher tier segment of price. You will receive a detailed summary of your specific subscription fee with your invoice or in your Billing Page through the e-commerce platform.  

Complementary Services. The complementary services are rendered on a time and material basis according to the respective Order. 

Billing period. Depending on your subscription term and based on your business model, the billing cycle is set up either on a yearly basis or on a monthly basis. Additional Services will be scheduled on a separate Order Form. EXTEDO reserves the right to change the billing process at any time.   

Payment methods.  

  • Payment against invoice for yearly subscriptions. EXTEDO will invoice You no more than forty-five (45) days during the beginning of the subscription term and each subsequent Billing Period and other times during the subscription term when fees are payable. All amounts invoiced are due and payable within thirty (30) days from the date of the invoice, unless otherwise specified in the Order Form.   
  • Pre-payment through credit card on the Platform. Payment Information. You will keep Your contact information, billing information and credit card information (where applicable) up to date. Changes may be made on Your Billing Page within Your EXTEDO Subscription Portal account.  

All payment obligations are non-cancelable, and all amounts paid are non-refundable. All fees are due and payable in advance throughout the subscription term. If You are an EXTEDO Partner that purchases on behalf of a client, you agree to be responsible for the Order Form and to guarantee payment of all fees.   

Additional Services. With regard to any Additional Services not explicitly mentioned in these Terms and Conditions or the respective documentation, You and EXTEDO will agree in advance on the scope of services and the remuneration fee. These services shall be paid separately.   

Taxes. All fees under this section shall be understood excluding VAT and any other withholding taxes. Upon EXTEDO’s request, you will provide EXTEDO with the VAT registration number under which You are registered in Your member state.  

 

6. Customer data: protection of personal data

Data Protection  

EXTEDO as Controller. EXTEDO will manage the customer relationship between you and EXTEDO as our customer. You can have access at any time to information on how we process your personal data through our Privacy Statement 

EXTEDO as Processor. By using the Software Package, You may upload and submit your Customer Data into the Databases. You acknowledge and accept that the Service Provider will access, store, structure, organize or process by any means described under Article 4 of the General Data Protection Regulation (GDPR) your Customer Data on the basis of its Terms and Conditions. You acknowledge your role as Controller of such processing and accept that either The Service Provider or EXTEDO will process such data on your behalf. In that case, the provisions laid down under Appendix 1, 2, 3 of the Service Provider’s T&C will apply.  

In the same role of Processor, EXTEDO might access your Customer Data when providing 1st and 2nd level support upon your request and/or any other services requested in advance for a specific additional service. An additional Data Processing Agreement for the fulfilment of the conditions set up under Article 28 (3) GDPR must govern that processing activity. You agree and consent that EXTEDO has access to your Customer Data exclusively for the performance of the tasks assigned by You.  

Deletion of Customer Data  

Once you notify EXTEDO of the termination of your subscription, EXTEDO nor the Service Provider will have any obligation to maintain or keep your Customer data and will therefore be deleted or destroyed, all copies or records after the effective expiration of the subscription. You shall be solely responsible for exporting the data until the end of the subscription period. 

 

7. Confidential Information

For the purposes of these T&C, confidential information means all the information disclosed either by You or EXTEDO during the delivery of the Software Package and/or additional services, whether orally or in writing, that is designated as confidential or that reasonably should be understood as confidential given the nature of the information or the circumstances of disclosure. Your confidential information includes the Customer Data and our confidential information includes the services that EXTEDO or the Service Provider delivers to You. This may include but is not limited to the pricing for the subscription of the databases and services, the business and marketing plans, technology and technical information, product plans and designs and/or business plans.  

Confidential information does not include information that is or becomes generally known by the public without any breach of obligation owed to the disclosing party; or was known by the receiving party prior to its disclosure by the disclosing party without any breach of obligation owed to the disclosing party; or was independently developed by the receiving party.  

Both, EXTEDO and Customer shall keep and maintain the confidential information in secret at all time, and do not publish, communicate, disclose or divulge the confidential information to any person, corporation or entity other than the prior approved affiliates. The confidentiality obligation shall last during the whole duration of the subscription and shall survive for a period of 2 years after termination of such subscription.    

 

8. Intellectual Property 

The Customer acknowledges that both the Reseller and the Service Provider shall retain the ownership of the intellectual property rights related to the provision of the software package, including, as an example list, the source code of the databases, methodologies, processes, know how, trademarks, trade secrets and/or patents.  

The Customer must agree with the Terms and Conditions of the Service Provider when using, accessing and storing any Intellectual Property Rights of the databases and any other services performed by the Service Provider. 

 

9. Limitation of Liability 

Liability cap. Within the delivery of the Software Package, EXTEDO shall respond for the set-up assistance, 1st and 2nd level support, validation and training services up to an amount of 2000 EUR. The liability provisions of the Service Provider under its Terms and Conditions   shall apply to the rest of the services of the Software Package rendered by the Service Provider.  

Force majeure event. EXTEDO shall have no liability to the Customer under these Terms and Conditions if it is prevented from, or delayed in, performing its obligations under this Agreement or from carrying on its business by acts, events, omissions or accidents beyond its reasonable control, including, without limitation, strikes, lock-outs or other industrial disputes (whether involving the workforce of the Reseller or the Service Provider or any other party), failure of a utility service transport network, malicious damage, breakdown of machinery, fire, flood, storm failure of power supply or default of suppliers or sub-contractors, including the Service Provider.  

Disclaimer of damages. To the maximum extent permitted by applicable law, in no event will EXTEDO be liable for any special, incidental, indirect, exemplary, punitive, or consequential damages of any kind and however caused including, but not limited to, attorneys fees and costs, business interruption or loss of profits, business opportunities, or goodwill.  

EXTEDO shall have no liability to the Customer under these Terms and Conditions if EXTEDO’s performance or Service Provider’s performance of its obligations are prevented or delayed by any act, omission, fault or negligence of the Customer or the Customer's agents, sub-contractors or employees, in particular due to:  

  • Damage to the Customer’s equipment, software or telecommunications links.
  • Wrongful use of the Software, including by the Customer or the Customer’s clients, or non-compliance with any operating instructions given by the EXTEDO or Service Provider.
  • Disclosure, unlawful or fraudulent use of the passwords or credentials for access 
  • Fault, negligence or omission by a third party not connected to the Reseller 
  • Issue by a competent authority of an order which is binding on the Reseller or the Service Provider and which may affect the subscription to the Software Package 
  • Total or partial loss of the material and/or data uploaded due to an error by the Customer 
  • Incompatibility of the Database with any of the Customer’s equipment, software or telecommunications links.

 

10. Governing Law and Jurisdiction

Regarding all legal relations resulting from these Terms and Conditions for the subscription to the Software Package, You and EXTEDO agree to apply the laws of the Federal Republic of Germany, without prejudice of further legal relationships you may enter with the SERVICE PROVIDER. The application of the United Nations Convention on Contracts for the International Sale of Goods (CISG) is hereby excluded. The place of jurisdiction for all disputes arising from and in connection with these Terms and Conditions is Munich. 


Specific provisions for SafetyEasy as a test version for a limited time.

With the aim of evaluating the functionalities of the SafetyEasy Databases, Extedo may make available an optional test version of the Databases. Such version is produced in a test environment and with test data. If You are using the Databases on a test version, this section applies to You exclusive during the term specified below.  The capitalized terms below shall be understood as defined in the “General Terms For The Subscription To The Databases SafetyEasy And Related Services (The Software Package)”.  

DISCLAIMER. DURING THE PERIOD OF THE TEST VERSION, EXTEDO WILL NOT REQUEST YOU AT ANY TIME TO PROVIDE PERSONAL INFORMATION ORCONFIDENTIAL INFORMATION REGARDING YOUR BUSINESS FOR ASSESSING THE FUNCITONALITIES OF THE DATABSES. INSERTING PERSONAL DATA AND CONFIDENTIAL INFORMATION IS STRICTLY FORBIDDEN WHEN USING THE TEST VERSION. YOU ARE AWARE THAT ALL THE DATA THAT YOU UPLOAD OR INSERT ON THE TEST VERSION OF THE DATABASE IS ON YOUR OWN RISK AND ALL THE TEST DATA INSERTED WILL BE DELETED AFTER THE LIMITED PERIOD FOR THE TEST VERSION.  

Rights. You are granted with a with non-exclusive and non-transferable right of access to the Databases on a test environment with the only purpose of evaluating the features of the Databases with test data. The productive use of the Databases of the Software Package is explicitly excluded. In no circumstance any rights on the Databases shall be understood as a transfer of rights to You.  

Obligations. You shall not use or misuse the Databases or allow to be misused by unauthorized third parties. You will make all reasonable efforts to prevent unauthorized access by third parties to the software.  You are not allowed to make any copy, reproduce or adaptation of the Databases, whether total or partial. You accept that it is strictly prohibited to upload or insert any type of personal data (understood as defined under Article 4(1) of EU General Data Protection Regulation) or confidential information (understood as information which disclosure may jeopardize the functioning of the Your business) on the test version of the Databases. Any disclosure of confidential information, or processing of personal data involving the usage of the test version of the Databases is severely forbidden, and it remains under Your full and complete responsibility and liability any incident with the data or eventual claims from third parties.   

Term. Extedo will provide You with the test version of SafetyEasy Database with test data for a period of 30 calendar days starting when the log-in and credentials are provided. The data and information you have inserted on the Databases during the test period will be completely deleted after the expiration of the 30 calendar days of test period.  

Price. The provision of the test version of SafetyEasy database is delivered free of charge.  

Liability. Liability on the part of Extedo is excluded in as far as it is not based on intent nor gross negligence from Extedo. In no case the top amount shall exceed EUR 1,000.  You are responsible for the test data that is uploaded to the test Database for exclusively evaluation purposes. Accordingly, You shall not upload any data that contains personal information or confidential information for your business. You remain responsible and fully liable for any breach of rights or obligations as a consequence of the content or data uploaded or inserted on the test version of the Databases.  

Confidentiality. You undertake to preserve confidentiality concerning the features and content of the Software and any confidential information to which insight is gained under this contractual relationship  

Data Protection. EXTEDO will manage the customer relationship with You as a potential customer for the productive version of the Database and the Software Package. You can have access at any time to information on how EXTEDO processes personal data exclusively on this basis through the Privacy Statement available at Extedo website. As a test version of the Software, You are not entitled nor permitted to upload personal data OF ANY KIND as part of the content of the technical data. You acknowledge that it remains under YOUR own responsibility and liability that all the data inserted in the Software is in compliance with any applicable laws.   


Terms and Conditions for the E-Learning System “EXTEDO University”

These Terms and Conditions (hereinafter “T&C” or “Terms”) shall govern the way in which EXTEDO will supply services related to training material and educational courses to You throughout the eLearning platform “EXTEDO University”.  

EXTEDO develops the content of the courses on EXTEDO University and will also provide You with log in and credential details. EXTEDO will also manage Your access to the platform and provide support to You, where necessary.  

You shall not copy, modify, transmit, distribute or in any way exploit the content of EXTEDO University or any other copyrighted materials provided for a purpose other than for Your individual training. Any other purpose is expressly prohibited under these Terms. You shall also not permit anyone else to copy, use, modify, transmit, distribute or in any way exploit the content of EXTEDO University or any other copyrighted materials. EXTEDO provides the materials ‘as is’ and without any warranties, whether express or implied. EXTEDO also does not warrant that the materials will be error free, including technical inaccuracies.  

The following Terms and Conditions shall apply to the access and use of the EXTEDO eLearning platform and associated resources and materials, whenever this is purchased through a direct subscription or single service to EXTEDO University (in this case the current Terms and Conditions apply entirely). Whenever EXTEDO University is included in one of the starter packages (eg. eSUBmanager or eCTDmanager) or software packages (SafetyEasy) within EXTEDO offering that you have subscribed or purchased, these T&C will apply to You with the exclusion of the sections 4 - “subscription term”- and 5 “remuneration”.  

For the purposes of these Terms and Conditions “T&C” the following definitions shall be used:  

1. “Service”, means the eLearning system “EXTEDO University” 

2. “Service Description” means the documentation that is provided to the Customer when subscribes or purchases the Service. It defines the scope of use of the Service and the specifications on the time and calculation of the fees.  

3. “Customer” or “You” means the company, legal entity, or individuals providing professional services who purchase/subscribe to the Service.  

4. “User” shall mean the number of authorised and identified users with access to the account (s) purchased/subscribed by the Customer.  

5.  “Documentation” means all the materials that EXTEDO provides to User, upon its discretion in connection with their use of the Service. Documentation means all the resources and materials, media content of the EXTEDO University including but not limited to Text, Videos, Flip – Charts, Power-Point Presentations, etc. 

 

1. Right granted. Access to materials 

1. Right of access and use: You will be granted to access and use to the eLearning service via a service platform and to the Documentation and training material provided by EXTEDO. In no case, this access and use shall imply any further rights over the platform, nor the material provided to You. You agree to follow the instructions of use as set forth by EXTEDO and shall provide EXTEDO with feedback regarding EXTEDO University. You also further agree to notify EXTEDO of any failure, error or other malfunction of any part of the Service.  

2. EXTEDO will provide You with certain Documentation within EXTEDO University, which the You may use solely as training materials. You may not copy or distribute the information and materials provided by EXTEDO without prior written permission from EXTEDO.  

 

2. Obligations 

1. You must only access and use EXTEDO University pursuant to these T&C. You shall not misuse or allow misuse form third parties.  

2. Error communication. You must inform EXTEDO immediately of any errors or malfunctions on the Service, indicating how and under which circumstances the error or defect has occurred, by sending an email to support@EXTEDO.com.   

3. Number of Users. You must ensure that only Users that You have previously authenticated and authorised via the Service Description can have access to EXTEDO university. No more than the allowable maximum number of Users can have access.  

4. Technical requirements. You have the sole responsibility for ensuring that the Users of EXTEDO University have access to an internet connection as well as appropriate software and hardware equipment. You are solely responsible for the maintenance of these technical requirements. EXTEDO will not assume any responsibility for malfunctioning of the Services provided in case the system requirements are not met as a consequence of inability or incapability of the Customer.  

5. Compensation for infringement and damages. If You infringe or violate any of the obligations under this Terms of Use or in case of repeated violations, EXTEDO is entitled, at its own discretion, to fully or partially suspend the provision of services without notice. EXTEDO may charge You for the costs that EXTEDO incurs as a result of said measures at the prices applicable at that time. If You are responsible for the infringement of any applicable laws or third-party rights, You shall compensate EXTEDO for any resulting damage.

 

3. Term

This section only applies to You in case You subscribe to EXTEDO University a single service or as a subscription service. This does not apply if You subscribe to any package that includes EXTEDO University as a feature, in such case the provisions related to term on the specific agreement(s) related to that package will apply.   

You can have EXTEDO University in two different basis:  

  • On a subscription basis: for a period of three (3) months that will be renewed automatically for the same period of time and in the same conditions as previously defined in the Service Description. The Service will continue if no notice of termination on a written form via the e-commerce platform is addressed by the Customer.  
  • On a single service basis: you will have access rights for an unique period of time of three (3) months. After that period, Your access to the Service will be cancelled.  

The specific details on the term of the Service will be defined in the Service Description.  

 

4. Remuneration and payment  

This section only applies to You in case You subscribe to EXTEDO University as a single service or as a subscription service. This does not apply if You subscribe to any package that includes EXTEDO University as a feature, in such case the provisions related to remuneration and payment on the specific agreement(s) related to that package will apply.   

The calculation of the price and remuneration for the subscription or the single service will be scheduled on the Service Description provided to You.  

The Service is billed in advance and is non-refundable. There will be no refunds or credits for partial months of service, upgrade/downgrade refunds, or refunds for months unused with an open account.  

You agree to provide payment for the Service in the stipulated currency and You will be liable to pay any relevant conversion charges, as well as applicable sales tax in Your region. Please note that EXTEDO must receive Your payment in full before providing You with access to the Service.  

Your payment includes an access to the Service for a limited period that is appropriate for the eLearning content. EXTEDO will not provide a refund if You fail to complete the content within the allocated time, except at our absolute and sole discretion.  

We reserve our right to review and change the pricing of any of our products. This will not affect services that have already been purchased.  

 

5. Intellectual Property Rights

Intellectual property of EXTEDO. Rights of EXTEDO on the Documentation: any text, graphics, audiovisual material, sound recordings, computer code, data, plans, blueprints, specifications, reports, ideas, inventions, improvements, knowledge, and any other content, technology or other subject matter of any nature whatsoever that is conceived, created, developed or otherwise provided or made available by EXTEDO within the Scope of EXTEDO University to You, including without limitation deliverable of any kind provided, Documentation, training material or reports shall belong exclusively to EXTEDO. You will receive under these Terms a restricted, revocable, limited and untransferable right of use over such material. Under no circumstances you are entitled to make a copy, distribute, reproduce or sublicense any of the materials subject to be copyrighted for ANY purpose. 

 

6. Data Protection

1. EXTEDO is committed to fulfill the highest standards on privacy and to comply with the General Data Protection Regulation (GDPR). EXTEDO collects and processes your personal data on the basis of the provision of EXTEDO University. More information on how personal data is handled within the scope of this Service can be found in the privacy statement.  

2. Additionally, EXTEDO also collects, processes and uses personal data of You as our Customer in accordance with our general Privacy Policy. The exclusive purpose of this is to manage our customer relationship. If you have any questions on privacy and how EXTEDO handles personal data, you can address those questions to privacy@EXTEDO.com  

 

7. No Warranty

1.  EXTEDO University is provided on 'As Is' and 'As available' basis and it may contain defects. User is advised to safeguard important data, to use caution and not to rely in any way on the correct functioning or performance of EXTEDO University. EXTEDO shall not be liable for loss of data or business interruption during or after termination of the subscription to EXTEDO University.  

2. EXTEDO does not warrant that (i) the Service will meet Your specific requirements, (ii) the Service will be uninterrupted, secure, or error-free, and (iii) the quality of the Services, information, Documents or other material purchased or obtained by You through the Service will meet Your expectations.  

3. EXTEDO makes and User receives no warranties in connection with the Service, or improvements or modifications thereto, delivered hereunder, express, implied, statutory or in any other provision of this agreement or communication between EXTEDO and User. EXTEDO specifically disclaims all implied warranties, including warranties of merchantability, non-infringement and fitness for a particular purpose, or arising from a course of dealing, usage or trade practice. However, the User will inform EXTEDO of problems occurring when using the Service.  

 

8 Liability provisions  

1. Liability on the part of EXTEDO is excluded in as far as this is not based on intent nor gross negligence or any liability does not result from the Product Liability laws or other non-modifiable statutory regulations.  

2. EXTEDO shall not be liable for loss of data or business interruption during the term of the Service. In no event shall EXTEDO or its suppliers be liable for any, incidental or consequential damages, lost profits or lost data, or any other indirect damages even if EXTEDO has been informed of the possibility thereof.  

 

9. Confidentiality  

1. Confidential information shall be understood as all information in an oral, visual or written form or exchanged / transferred by data carriers, any knowledge or results thereby achieved, written documents, drawings, plans, specifications, company secrets, methods, formula, exchanged knowhow, as well as any materials and other objects (hereinafter called "Confidential Information") provided to the Customer and specifically designated or labelled as confidential.  

2. Customer shall protect any confidential Information obtained from EXTEDO with the same standard of care with which it protects its own business and trade secrets but at least with standard of care of a prudent business person.  

3. The Customer shall disclose confidential Information to only those persons within its organisation who work with such and therefore require access to the information. The Customer shall ensure that any such persons are informed of this agreement and shall ensure that the information is correspondingly handled in a confidential manner.  

4. The Customer shall not be bound by a duty of confidentiality if such confidential Information  

a) is generally known at the time of disclosure;  

b) becomes generally known without the Customer having breached any duty to protect confidentiality;  

c) was already in the possession of the Customer at the time of disclosure or was not obtained directly or indirectly from EXTEDO;  

d) simultaneously with or after the disclosure was lawfully obtained from a third party and such third party had not directly or indirectly obtained the information from EXTEDO or was authorised to disclose such information in relation to EXTEDO;  

e) was derived from own work in the possession of the Customer or was obtained through own work at a later stage without the persons involved in such work having access to the disclosed Confidential Information;  

f) must be disclosed because of a binding order of an authority whereby the Customer shall notify EXTEDO of such case without unreasonable delay and upon request shall advise of any information necessary for any appeal or objection.  

5. Any publication in which confidential Information may be mentioned is to be approved by EXTEDO in good time in advance.  

 

10  Governing Law and Jurisdiction

These Terms and Conditions are subject to German law and Munich is agreed as the place of jurisdiction. The application of the United Nations Convention on Contracts for the International Sale of Goods (CISG) is hereby excluded. The User shall not assign, in any manner, its right, obligation or interest in or under this Agreement without the prior written consent of EXTEDO.


Terms and Conditions for the subscription to eCTDmanager

For the purposes of these Terms and Conditions for the subscription to eCTDmanager Software the following definitions shall be used:

  •  “Customer” or “You” means the company, legal entity, or individuals providing professional services who subscribe to the “eCTDmanager” Software. Only Companies as defined in Section 14 of the German Civil Code (BGB) and professional services providers must be understood as Customer according to this Terms and Conditions. Companies with a registered office or having an affiliate located in the Unites States are excluded.
  •  “Order” means the request by the Customer in written-electronic form when subscribing to eCTDmanager or when modifying its current subscription terms.
  •  “Customer Data” means all data and information, including text files, that is inserted into EXTEDO’s software(s) during the use of the Services. This might include personal data.
  • “Order” means the request by the Customer in written-electronic form when subscribing to the Software or when modifying the current subscription terms.
  • "Consulting Services" mean the professional services provided to You by EXTEDO which may include but are not limited to training, installation, migration or other consulting services. Consulting Services are always billed on time and material.
  • “EXTEDO Subscription Portal” means the portal where You get access after initial Order. There You have the possibility to change subscriptions based on the defined terms, view remunerations, update payment information and view invoices.
  • “EXTEDO Customer Portal” means the portal where You get access to product-related information.

 

1. Subject Matter

1.1. Under this Terms and Conditions, the parties set out the terms of the supply of “eCTDmanager” software (hereafter referred to as the “Software”) to the Customer for a term limited in time.

1.2. EXTEDO will make the Software available to the Customer for download via a link to software server. Following payment, license files will be supplied enabling the usage of the Software.

The download shall include a copy of the Software, together with the associated documentation in digital form. The transfer of the Software source code is excluded.

1.3. Installation of the software will be undertaken by the Customer at its own risk. EXTEDO is not required to provide installation, installation support or configuration of the Software.

1.4. One-time Consulting Services. You may purchase Consulting Services, e.g. installation service, by placing an Order with EXTEDO. Unless EXTEDO otherwise agrees, the Consulting Services provided are described in the Order and will be delivered in English language. Fees for these Consulting Services are in addition to Your subscription fee.

1.5. All Consulting Services are performed remotely, unless You and EXTEDO otherwise agree.

1.6. For Consulting Services performed on-site, You will reimburse EXTEDO reasonable costs for all expenses incurred in connection with the Consulting Services. Any invoices or other requests for reimbursements will be due and payable within thirty (30) days of the date of the invoice.

1.7. If there is a specific number of hours included in the Consulting Services purchased, those hours will expire as indicated in the applicable description, which expiration period will commence upon purchase (the “Expiration Period”). If there are deliverables included in the Consulting Services purchased, it is estimated that those deliverables will be completed within the time period indicated as the delivery period in the applicable description, which delivery period will commence upon purchase (the “Delivery Period”). If there is no Expiration Period or Delivery Period indicated, then it will be one hundred and eighty (180) days from purchase. If the Consulting Services provided are not complete at the end of the Delivery Period due to Your failure to make the necessary resources available to EXTEDO or to perform Your obligations, such Consulting Services will be deemed to be complete at the end of the Delivery Period. If the Consulting Services provided are not complete at the end of the Delivery Period due to failure of EXTEDO to make the necessary resources available to You or to perform EXTEDO’s obligations, the Delivery Period will be extended to allow EXTEDO to complete such Consulting Services.

1.8. EXTEDO might provide some or all elements of the Consulting Services through third party service providers.

1.9. Consulting Services are non-cancellable and all fees for Consulting Services are non-refundable.

 

2. Rights of the Customer

2.1. The Customer is granted a non-exclusive, limited in time, non-transferable, non-sub-licensable right to use the Software. The period of use is for twelve (12) months (“Contractual Term”). If the Customer is not renewing his subscription, access to the Software will no longer be technically possible after expiry of the Contractual Term.

2.2. The contractual usage rights include the installation, as well as the loading, displaying and running of the installed Software on a computer. It also includes updates of the Software within the Contractual Term and the usage of the E-Learning System “EXTEDO University” in accordance with the respective Terms and Conditions which You accept by using the E-Learning System “EXTEDO University”.

2.3. Each license can be installed only once but it can be rehosted in case of system changes of the Customer. In this case the Contractual Term of the first license is still valid.

2.4. The Customer is prohibited from selling, donating, lending or renting the Software to third parties.

2.5. The Customer shall only then be entitled to copy, edit or decompile the Software if this becomes necessary to ensure its interoperability with other programs or to eliminate errors in the Software, provided that access to the requisite information or troubleshooting steps are not granted by EXTEDO within a reasonable period, in response to the Customer’s request.

2.6. EXTEDO provides support for questions on the technical operation of the Software for up to the number of cases described in the “Product Description” by opening a case in the customer portal. Technical support shall be available to one contact person of the User, as identified by name.

 

3. Obligations of the Customer

3.1. If the Customer breaches any of the provisions of section 2, all the rights granted under this Terms and Conditions shall immediately become void and automatically revert to EXTEDO. In such a case, the Customer must immediately and completely cease using the Software, delete any copies of the Software installed on its system and also either delete any corresponding backup copies or hand them over to EXTEDO.

3.2. The Customer is obligated to take appropriate measures to protect the Software from being accessed by unauthorized third parties, in particular, to keep all copies of the Software in a protected location.

3.3. The Pre-Requisites Specification Subscription Packages can be obtained via download in the customer section of the EXTEDO website: www.extedo.com (the “Pre-Requisites”). The Pre-Requisites are an integral part of this Terms and Conditions between the parties. It is the sole responsibility of the Customer to check whether the equipment he uses complies with these Pre-Requisites.

3.4. The Customer shall inspect the downloaded Software including documentation particularly in regard to completeness as well as the functionality of basic program functions and shall notify EXTEDO by way of registered letter of any faults within one month after download. In case of any breach of the duty to inspect and give notice of complaint, the Software shall be deemed to have been approved in terms of such defect.

3.5. You must inform EXTEDO immediately of any errors or malfunctions on the Services, indicating how and under which circumstances the error or defect has occurred, by sending an email to support@extedo.com. The User shall support EXTEDO in identifying and correcting any defects.

 

4. Remuneration and payment

4.1. The remuneration fee for the subscription will be described in the specific Order.

4.2. The Customer will be charged for 12 months starting from the Order Date.

4.3. If You are paying by credit card, you authorize EXTEDO to charge Your credit card or bank account for all fees payable during the Contractual Term. You further authorize EXTEDO to use a third party to process payments and consent to the disclosure of Your payment information to such third party. If you do not want to renew Your Subscription, You have to delete Your credit card information at least thirty (30) days before the end of Your Contractual Term.

4.4. If You are paying by invoice, EXTEDO will invoice You no more than forty-five (45) days before the expiry of the Contractual Term to renew Your subscription. All amounts invoiced are due and payable within thirty (30) days from the date of the invoice, unless otherwise specified in the Order Form.

4.5. The Customer shall keep his contact information, billing information and credit card information (where applicable) up to date. Changes may be made on Your Billing Page within Your EXTEDO Subscription Portal account. All payment obligations are non-cancelable, and all amounts paid are non-refundable, except as specifically provided for in this Terms and Conditions. All fees are due and payable in advance throughout the Contractual Term. If You are an EXTEDO Partner that purchases on behalf of a client, You agree to be responsible for the Order Form and to guarantee payment of all fees.

4.6. Consulting Services. With regard to any additional professional services not explicitly mentioned in these Terms and Conditions or the respective documentation, the Parties will agree in advance on the scope of services and the remuneration fee. These services shall be paid separately.

4.7. All fees shall be understood excluding VAT and any other withholding taxes if not marked otherwise. Upon EXTEDO’s request, you will provide EXTEDO with the VAT registration number under which You are registered in Your member state.

 

5. Contractual Term, Renewal and Termination

5.1. The Contractual Term starts on Your Order date and ends after twelve (12) months. EXTEDO will not provide refunds if You decide to stop using the Software during Your Contractual Term.

5.2. If You do not want to renew Your Subscription, You have to provide a notice of termination thirty (30) days before the end of Your Contractual Term.

5.3. Termination for good cause remains unaffected. EXTEDO shall have good cause for termination, in particular, if the Customer infringes the user rights of EXTEDO by making use of the Software to an extent greater than that permitted under this Terms and Conditions and fails to halt the infringements within a reasonable period following a warning from EXTEDO.

5.4. In the event of a termination for good cause, the Customer must cease using the Software and must remove all installed copies of Software from its computers and, where applicable, at EXTEDO’s option, either return to the latter, or destroy, all backups which may have been created. The deletion of the Software must be confirmed to EXTEDO in writing.

5.5. All notices of termination must be provided either in the EXTEDO Subscription Portal or in writing to orders@extedo.com.

5.6. Before the completion of the Contractual Term a new invoice will be provided for a further Contractual Term. By paying this invoice before the end of the Contractual Term, the Customer gets a new right of use limited for the then defined Contractual Term.

 

6. Maintenance

6.1. The required features of the Software are exclusively as set out in the associated Product Description.

6.2. EXTEDO warrants that the contractually agreed features of the Software will be perpetuated during the Contractual Term.

6.3. EXTEDO will eliminate all Software faults reported by the Customer within a reasonable period. Such period will begin on the submission by the Customer of a written fault report in which the fault is described in as much detail as possible, including the relevant symptoms, operating conditions, previous instructions to the Software, the number of jobs affected and a description of the system and hardware environment, including any third-party software which may have been in use. The Customer must make use of the form specially supplied by EXTEDO for this purpose. Each report must be sent immediately upon discovery of the fault.

6.4. If the reported faults cannot be reconstructed, or if EXTEDO is not given sufficient time or opportunity to rectify the said defects, it shall be released from its obligation to remedy the faults during that period.

6.5. A fault occurs if the Software does not meet the contractual specifications in the system environment contractually envisaged for it, and this has more than an insignificant impact on the suitability of the Software for the contractual use.

6.6. The obligation to repair the Software does not include adaptation of the Software to changing conditions or technical, functional or legal developments, such as changes in the IT environment, particularly changes to the hardware or the operating system, adaptation to the capabilities of competing products, creation of compatibility with new data formats or adaptation to changes in regulatory or statutory provisions, etc.

6.7.  Faults will be rectified within a reasonable period on regular basis by the supply of programs (bug fixes, updates or similar).

6.8.  The Customer is required to follow troubleshooting procedures.

 

7. Intellectual property

7.1. IP from EXTEDO. EXTEDO’s Intellectual Property rights include (i) source code and copyright, (ii) trademarks and designs, (iii) any licensed third party rights retained therein (e.g. licensed third party stock logos or artwork and licensed restorable software components), (iv) any pre-existing, EXTEDO-owned, reusable data that is required for the ongoing conduct of EXTEDO’s business and that is not proprietary to Customer (e.g. reusable program source code, EXTEDO-owned software programs, generic logos or artwork and workflow methodology), and (v) any other products, services, processes or other intellectual property developed or utilized by EXTEDO and offered generally by EXTEDO to its customers, including, without limitation, any enhancements or improvements thereto, whether developed by EXTEDO during the term of the subscription (collectively, the “Retained Property”).

7.2. IP from Customer Data. You own, control and retain exclusive worldwide rights and titles related to all work, patents, trade secrets, trademarks or designs (Your “Intellectual Property Rights”) that might be included in the content You generate by inserting Your Customer Data into EXTEDO’s Software or Services. You shall be responsible for Your Business Data and the Intellectual Property Rights that might be contained therein, and You must ensure that such Customer Data does not infringe any third party intellectual property rights or violate any legislation or applicable laws in force at that time. In case of breach of the aforementioned obligation, You shall be responsible for and will indemnify EXTEDO for all claims, suits, proceedings, losses, liabilities, damages, costs and expenses (including attorney’s fees) made against or incurred by EXTEDO.

 

8. Proprietary Rights

8.1. If the contractual use of the Software within the European Union including Switzerland violates any industrial proprietary rights, EXTEDO shall indemnify the Customer against any duty to pay damage/licenses to the infringed party based on binding legal judgments or settlements entered into with the prior written approval of EXTEDO.

8.2. The precondition for such is that the Customer notifies EXTEDO in writing and without delay of all claims against it as well as the resulting proceedings and that the Customer authorizes EXTEDO to act in any legal dispute and comprehensively supports EXTEDO. The indemnification obligations of EXTEDO shall be limited to those expenses necessarily accruing to the Customer from or in connection with claims by third infringed parties but shall be no more than a maximum of the respective contract volume.

8.3. EXTEDO may, at its own choice, obtain for the Customer the right to use the subject matter or exchange the subject matter or so alter the subject matter that no further violation of proprietary rights will occur. If the above measures are not possible for EXTEDO under reasonable commercial terms, EXTEDO may withdraw from the contract. To the extent that no willful conduct is involved, any further rights to claim by the Customer are excluded.

8.4. If the Customer is responsible for any violation of proprietary rights, it shall indemnify EXTEDO against any third party claims and shall reimburse any costs of a legal defense.

 

9. Liability

9.1. Disclaimer of Warranties. OUR SOFTWARE AND CONSULTING SERVICES WILL BE PROVIDED IN A PROFESSIONAL MANNER IN ACCORDANCE WITH CUSTOMARY INDUSTRY STANDARDS UTILIZING REASONABLE CARE AND SKILL. WE AND OUR AFFILIATES AND AGENTS MAKE NO REPRESENTATIONS OR WARRANTIES ABOUT THE SUITABILITY OF THE SOFTWARE OR THE CONSULTING SERVICES FOR A PARTICULAR PURPOSE NOR ON A SPECIFIC RELIABILITY, AVAILABILITY, TIMELINESS, SECURITY OR ACCURACY OF THE SOFTWARE OR THE CONSULTING SERVICES, EXCEPT IF AGREED SEPARATELY.

9.2. Limitation of Liability. EXCEPT FOR YOUR LIABILITY FOR PAYMENT OF FEES, YOUR LIABILITY FOR VIOLATION OF OUR INTELLECTUAL PROPERTY RIGHTS, AND OUR LIABILITY FOR FULL LIABILITY CLAIMS, YOUR AGGREGATE LIABILITY WILL BE LIMITED TO THE LESSER OF FIVE THOUSAND EURO OR THE TOTAL AMOUNTS YOU HAVE ACTUALLY PAID FOR THE SOFTWARE IN A TWELVE MONTHS PERIOD PRECEDING THE EVENT GIVING RISE TO A CLAIM. Liability for loss of data shall be limited to the typical expenses for recovery which would have been incurred if regular and appropriate back-ups had been made. You are solely responsible for the back-up of Your data. In no case the liability of EXTEDO for loss of data shall exceed 5.000 EUR.

9.3. Full Liability. We will be liable to You without limit for loss or damage which You actually suffer that is caused by: (i) our fraudulent action, (ii) our willful action, (iii) our gross negligence, (iv) our damage to life, body or health, or (v) our action that would give rise to a claim under the German Product Liability Act and/or (vi) from a guarantee of characteristics (“zugesicherte Eigenschaft”). Provided however, the limitations otherwise set forth below shall apply to: (i) those losses or damages caused by our slight negligence, (iii) those losses or damages caused by gross negligence of employees who are not legal representatives, and (iv) our strict liability that may arise from material defects in the Software that were already in existence at the commencement of Your subscription. The claims for which EXTEDO will be liable to You without limit in accordance with this section are collectively referred to as “Full Liability Claims”.

9.4. No Indirect Damages. EXCEPT FOR FULL LIABILITY CLAIMS, TO THE EXTENT PERMITTED BY LAW, IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR ANY INDIRECT, INCIDENTAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES, OR LOSS OF PROFITS, REVENUE, DATA OR BUSINESS OPPORTUNITIES.

9.5. Third Party Products. WE DISCLAIM ALL LIABILITY WITH RESPECT TO THIRD-PARTY PRODUCTS THAT YOU USE.

9.6. EXCEPT FOR FULL LIABILITY CLAIMS, THE PERIOD OF LIMITATION FOR ANY WARRANTY AND LIABILITY CLAIMS SHALL BE ONE YEAR.

9.7. Any imposition of fines or penalties (punitive damages) is excluded.

9.8. Compliance with Laws. We will comply with all E.U. Regulations (where applicable) in our provision of the Software, the Consulting Services and our processing of Customer Data. We reserve the right at all times to disclose any information as necessary to satisfy any law, regulation, legal process or governmental request. You will comply with all laws in Your use and receipt of the Software and Consulting Services, including any applicable export laws. You will not directly or indirectly export, re-export, or transfer the Software or Consulting Services to prohibited countries or individuals or permit use of the Software or Consulting Services by prohibited countries or individuals.

9.9. Any technical data, specifications and details of performance contained in public statements, in particular sales materials, shall not constitute descriptions of qualities. The functionality and features of the Software shall, in the first instance, be determined by the Product Description. In addition, the Software will be suitable for the purposes set out in this Terms and Conditions.

9.10. Any strict liability for damages in relation to defects already existing at the time of the conclusion of this Terms and Conditions is excluded.

 

10. Data Protection, Customer data and Technical data

10.1. Data Protection

10.1.1. EXTEDO as controller. EXTEDO is collecting and processing some of the Customer’s contact details that the Customer provides to EXTEDO with the main purpose of managing the Customer relationship. Further details about such processing can be found at any time under our Privacy Statement, which is periodically updated. EXTEDO is committed to follow the highest standards on privacy and pursuing the requirements of GDPR. The Customer can exercise the Customer’s rights as data subject by sending an e-mail privacy@extedo.com.

10.1.2. Additionally, EXTEDO processes some of your personal data on the basis of the services related to EXTEDO University that is included in your subscription. Specific information on how EXTEDO processed personal data in that regards can be found under the specific Privacy Statement for EXTEDO University.

10.1.3. EXTEDO as Processor. In consideration with the provision of the Technical Support and Maintenance Services that EXTEDO is delivering to the Customer, EXTEDO is acting as a processor on the Customer’s behalf for the data the Customer provides to EXTEDO, as long as it contains personal data therein. The Customer accepts that whenever personal data is included in Customer Data, there is a processing relationship that shall be governed by a separate document pursuant to Article 28 (3) of the GDPR. The Customer accepts and agrees that EXTEDO will process personal data on the Customer’s behalf in accordance to the instructions set up in the Data Processing Agreement The Customer is aware and agrees that the Technical Support and Maintenance Services of EXTEDO will be provided with the involvement of subcontractors.

10.1.4. Notwithstanding the above, within the framework of this Terms and Conditions and the current processing relationship, the Customer is acting as a controller for his Customer’s Data and (i) shall be responsible for ensuring the compliance with the EU Regulations and/or any other statutory requirements whenever applicable, (ii) shall attain the necessary consent of the concerned data subjects or the legal basis whenever the Customer collects and processes personal data within the scope of using EXTEDO’s Software, Technical Support and Maintenance Services and (iii) shall collaborate with EXTEDO whenever EXTEDO requires customer information about the processing activities handled by the Customer.

10.2. Customer data and Technical data

10.2.1. Limits for EXTEDO. EXTEDO will not use or allow anyone else to use Customer Data to contact any individual or company except as the Customer directly or otherwise permitted such. EXTEDO will use Customer Data only in order to provide the Technical Support and Maintenance Services to the Customer and only as permitted by applicable law, this Terms and Conditions and our Privacy Policy.

10.2.2. Aggregated Data. EXTEDO may monitor the Customer’s Company as our Customer when using the Software and use the information gathered in an aggregated and anonymous manner in order to get statistics of the Customer’s needs regarding the Software in order to enhance the Customer’s user experience. The Customer agrees that EXTEDO may use such information, provided that such information does neither incorporate any Customer Data nor identifies any natural person.

10.2.3. Safeguards. EXTEDO will maintain commercially appropriate administrative, physical and technical safeguards to protect Customer Data.

11. Confidentiality

11.1. The Customer and EXTEDO shall treat as confidential all technical and non-technical information in an oral, visual or written form or exchanged / transferred by data carriers, any knowledge or results thereby achieved, written documents, drawings, plans, specifications, company secrets, methods, formula, exchanged knowhow, as well as any materials and other objects (hereinafter called "Confidential Information") which is labelled as confidential in relation to the respective receiving Party or must be considered confidential by its nature.

11.2. The Customer and EXTEDO shall disclose the Confidential Information to only those employees within its organization who have a “need-to-know” basis for the carrying out of these Terms and Conditions. Customer and EXTEDO shall instruct such person as to the Terms and Conditions and shall make such person subject to the provisions of this Terms and Conditions. Customer and EXTEDO shall protect any Confidential Information obtained from the other with the same standard of care with which it protects its own business and trade secrets, but at least with standard of care of a careful business person.

11.3. Confidential Information may be disclosed to third parties only with the written approval of the party which originally provided such Confidential Information. In this case, the receiving party shall ensure that the third party complies with the provisions of this Terms and Conditions.

11.4. Neither EXTEDO nor the Customer shall be bound by a duty of confidentiality when receiving Confidential Information if such Confidential Information

a) is generally known at the time of disclosure;

b) becomes generally known without the receiving party having breached any duty to protect confidentiality;

c) was already in the possession of the receiving party at the time of disclosure or was not obtained directly or indirectly from the disclosing party;

d) simultaneously with or after the disclosure such was lawfully obtained from a third party and such third party had not directly or indirectly obtained the information from the disclosing party or was authorized to disclose such information in relation to the disclosing party;

e) was derived from own work in the possession of the receiving party or was obtained through own work at a later stage without the persons involved in such work having access to the disclosed confidential information;

f) must be disclosed because of a binding order of an authority whereby the party receiving the information shall notify the disclosing party of such case without unreasonable delay and upon request shall advise of any information necessary for any appeal or objection.

11.5. Any publication in which Confidential Information may be mentioned is to be approved by the affected Party in well in advance. 

11.6. The obligation to maintain confidentiality shall expire 3 years from the date of the respective information being disclosed. In relation to information for submissions (= information concerning products in terms of authorization procedures), the obligation of confidentiality shall expire 5 years from the date of the respective information being disclosed.

 

12. Final provisions

12.1. Any collateral agreements or amendments must be in writing in order to be valid. This requirement of writing can only be waived in writing. No supplementary oral agreements exist at the time of this Terms and Conditions being concluded.

12.2. The general business conditions of the Customer shall not apply in terms of this Terms and Conditions.

12.3. In the event that any provision of this Terms and Conditions breaches the mandatory provisions of law or is or becomes ineffective for any other reason, the remaining provisions of this Terms and Conditions shall continue to be valid. Any ineffective provision shall be replaced retrospectively to the time of its becoming ineffective by a provision which most closely reflects the orginally intended commercial purpose. The same shall apply accordingly in the event of any omissions.

12.4. This Terms and Conditions are subject to German law and Munich is agreed a the place of jurisdiction. The application of the United Nations Convention on Contracts for the International Sale of Goods (CISG) is hereby excluded.