befine Solutions AG delivers all deliverables and performances solely based upon this General Terms and Conditions that also apply for future businesses without express repeated agreement.

befine Solutions AG does not in total or partly accredit General Terms and Conditions of the client differing from these General Terms and Conditions, unless befine Solutions AG has been formally agreed with it in written. These General Terms and Conditions also apply solely in the case, if befine Solutions AG delivers our performance with the knowledge of contradictory General Terms and Conditions of the client.

The offers of befine Solutions AG are subject to change. Technical changes are reserved within reasonable limits.

Client order is a binding offer. befine Solutions AG may accept the application of the client regarding contract completion within a period of 14 days after order by phone or after the client has been sending the order.

Information included in brochures, advertisements, websites and similar about the befine Solutions AG product mix are - also regarding price quotations - subject to change and not binding.

Contract will not be completed until befine Solutions AG has counter signed the client order or the first compliance action has been taken.

befine Solutions AG reserves the right to resign from contract by written declaration, if the particulars given do not comply with the data obtained at identity approval.

Client will be informed about the reasons for rescission of befine Solutions AG that the client has the chance for their elimination.

befine Solutions AG can resign from contract, if befine Solutions AG, due to non-delivery of a pre-supplier that befine Solutions AG is not responsible for, is not able to deliver, although befine Solutions AG has taken all reasonable efforts to procure the supplier items.

The client's legal right to withdrawal from a contract, because befine Solutions AG failed to deliver performance at all or failed to deliver according to contract is excluded, if befine Solutions AG is not responsible for breach of duty.

If client chooses rescission from contract due to a defect after failed supplementary performance, the client has no right to claim for damages due to the defect.

General price indications of befine Solutions AG (e.g. brochure, internet) are subject to change.

Prices apply for deliveries ex works. Shipping and packaging costs are charged separately.

befine Solutions AG is entitled to request an appropriate prepayment of up to 30% of purchase price i.e. order total after conclusion of the contract.

If there are more than 4 months between conclusion of the contract and other delivery time i.e. delivery date that has been agreed or desired by the client and accepted by befine Solutions AG, the prices of befine Solutions AG apply that are valid by the time of service provision, delivery or supply. If these prices exceed the prices that have been agreed with at first for more than ten percent, the client is entitled to withdraw from the contract.

The client is only entitled to set-off rights, if his/her counterclaims have been legally established, are undisputed or accepted by us.

Invoices of befine Solutions AG are due to payment within 7 days after goods delivery or the event of default of acceptance without deduction.

If the client defaults payment, default interests are charged according to legal regulations. befine Solutions AG can determine the default interests to be higher, if befine Solutions AG verifies a burden due to a higher interest rate.

befine Solutions AG is entitled to deliver only by way of security or prepayment in the future due to negative information about the client, especially bill or cheque protest, cheque return and similar as well as enduring exceedance of a payment target that has been agreed with us. In such a case extension of claims already due is considered to be revoked; and in this case claims not due become due immediately.

For slightly negligent breaches of duty liability of befine Solutions AG is excluded, as far as hereby attributable damages of befine Solutions AG from injury of life, body, health or an essential contractual duty (cardinal obligation) are not concerned.

As far as befine Solutions AG is not liable for breaches of duty on the merits, liability of befine Solutions AG is limited - except in case of intention - to average damage that is predictable, contract typical, immediate according to the type of goods. For slight negligence liability is limited to the amount of purchase price.

For delay damages befine Solutions AG is liable for slight negligence only to the amount of up to 5 % of the purchase price agreed with us.

If i.e. as far as liability of befine Solutions AG is excluded or limited according to sec. 1, 2 or 3, also liability of legal agents and auxiliary persons of befine Solutions AG does not apply.

Above mentioned liability limitations do not apply for claims of the client regarding product liability.

In the area of application of Telecommunication Customer Protection Regulation (TKV) liability regulation of § 7 sec. 2 TKV will remain unaffected.

If the client has contributed to appearance of a damage through culpably behaviour, especially through breach of care, it will be determined by the principles of contributory negligence, to which extent befine Solutions AG and the client have to bear the damage.

Client must inform about possible damages or losses that entitle him/her to claims for compensation immediately in written. 9. befine Solutions AG is only liable for loss of data and their recovery, if such a loss would not have been avoidable by the client by appropriate data security measures. 10. befine Solutions AG is not liable against the client according to civil, penal and media law for content of transferred data or for content of data that are available due to contractual services of befine Solutions AG.

If the client accepts a defective delivery item, although he/she is aware of the defect, the client is only entitled to warranty claims, if he/she reserves his/her rights due to the defect at acceptance of the delivery item.

If befine Solutions AG has delivered another than the agreed delivery item i.e. a smaller number than the agreed number, the client has to notify befine Solutions AG immediately about this.

befine Solutions AG can correct the damage as supplementary performance at its choice or deliver an item free of defect.

If the client claims against befine Solutions AG without a warranty claim and unauthorised for warranty, the client must compensate all expenses related with the delivery item investigation, as far as the client is responsible for the demands of befine Solutions AG in a careless, grossly negligent or deliberate way.

Warranty claims and claims for damages become time-barred after one year from handover of the delivery item. This does not apply, if befine Solutions AG can be accused of fraudulent intend.

If befine Solutions AG is not manufacturer of a delivery item and if the manufacturer offers a unique manufacturer warranty to the client of befine Solutions AG, befine Solutions AG will inform the client about it and hand out the warranty documents on the client's demand. befine Solutions AG does not account for fulfilment of a warranty granted by the manufacturer, because befine Solutions AG is not the warranter therefore.

befine Solutions AG reserves the property in the delivery item until complete payment of all claims of the current business relationship.

If the value of all liens that befine Solutions AG is entitled to exceeds the amount of all secured claims for more than 20 %, the client is entitled to demand release insofar.

The client is prohibited to distrain or security transfer of title during the retention of title and resale is only permitted until revoked within the client's usual business activity and only under the condition that the client receives payment from the buyer or he/she reserves ownership until the buyer has fulfilled his/her payment duty.

The client cedes already now all claims and recourses to befine Solutions AG that the client is entitled to in the height of invoice value of retained goods. befine Solutions AG accepts the cession. Client is entitled to collection, as long as he fulfils payment duties properly and does not fall behind.

Client ensures that the data that have been sent to befine Solutions AG are correct and complete. Client is committed to inform befine Solutions AG respectively about changes of sent data immediately and to confirm upon respective request of befine Solutions AG within 15 days from receipt current correctness once more.

Client is informed that he/she is incumbent on executing a data backup after each working day, on which the data stock has been changed by him/her i.e. his/her auxiliary persons or assistants.

Client must execute a complete data backup especially before each start of works of befine Solutions AG or before installation of delivered hardware or software.

By the way client tests each program thoroughly regarding defects and usability in its concrete situation, before he/she starts operational program usage. This also applies for programs that the client receives within warranty and care of befine Solutions AG. Client is expressly informed that already small changes at the software can affect operability of the entire system.

befine Solutions AG will provide volume for additional data transfer within technical capability of the data processing centre and under consideration of performance duty against other clients for an additional charge, which height results from respective valid price list.

Client will deliver all information to befine Solutions AG immediately that are required for provision of services by befine Solutions AG. Client must provide befine Solutions AG with all documents required for execution of works, especially about devices, programs and program parts that shall collaborate with object of services.

Client is committed to keep his/her passwords secret. Client is liable for damages that arise due to insufficient secrecy of passwords or due to transmission to third parties.

befine Solutions AG informs according to § 33 BDSG that personal data are stored within contractual performance.

befine Solutions AG expressly informs the client that data protection for data transfers in public networks like the internet cannot be warranted comprehensively according to state of the art. Client knows that the provider can see any time the proposal of the site saved on the web server and possibly also other files of the client stored there from technical point of view. Also other participants of the internet are possibly technically capable to interfere unauthorised with network security and to control message traffic. Client is completely responsible for security of data that he/she has transferred into the internet and on web servers.

Repair order relates to removal of indicated complaints at the respective device.

If during repair more defects are detected with explicit error designation, these may only be removed with the client's accordance that has to be recovered, if this is required for conservation of operational security recovery and the effort is related to cost of the given order insignificantly small.

Client has to inform about errors that do not appear at once or not constantly (intermission or time errors) expressly at commissioning.

The client is charged the emerged effort also then, if a repair order cannot be executed, because the complained error does not appear during check, required spare parts cannot be procured, client makes execution of the order impossible, order is withdrawn before finalisation.

Estimation of costs are only prepared against payment of the required inspection costs.

Relevant for performance to be delivered is functional specification agreed on both sides as part of the contract or performance description included in the offer. Changes or supplements hereto require written agreement, in which also financial effects of changes i.e. additions have to be regulated.

Acceptance of the prepared, adjusted i.e. changed software or self-contained parts thereof requires a successful functional test. befine Solutions AG effects functionality and informs the client in written. Client has to instruct accordingly qualified employees to execute the functional test. Functional test starts the first working day after receipt of the message about functionality of work results and has to be completed within appropriate time.

If for single software parts different dates to effect functionality are agreed, functional test is limited respectively on the partial performance. During acceptance of the last partial performance the contractual collaboration of all software parts is detected by a functional test in which all partial performances are included.

Client is bound to inform befine Solutions AG immediately in written about appearing variations from contractual program requirements during functional test.

Client takes required measures within reasonable range for detection, containment and documentation of software errors. Herein included are especially an error report, a system protocol and indication of input and output data.

Technical service performances serve for maintenance of operational readiness of the devices, do not include warranty for a continuous functioning of the devices.

Designation and number of the devices included in the contract, their place of installation and payment result from order form i.e. order confirmation:

Precondition for contractual involvement of devices is that these are new at contract start i.e. are in a functioning and cultivated operational condition.

If defective devices or parts are replaced in perpetuity by others within trouble shooting, ownership at the replaced devices i.e. parts of devices devolves to befine Solutions AG, ownership at exchange units i.e. parts of exchange units devolves to client, unless the client is behind the schedule with payment of the commission. Client ensures that rights of third parties are not opposed to this exchange and ownership transfer. Exchange can be carried out against used devices i.e. parts that have been tested regarding their functionality.

Service of befine Solutions AG are executed according to working methods as they are estimated by befine Solutions AG to be required technically. Client agrees with the measures that are estimated by befine Solutions AG to be required, otherwise the client bears the additional costs of befine Solutions AG.

befine Solutions AG is not committed to remove a disturbance, if the client undertakes changes or additions at the devices without agreement of befine Solutions AG or interventions are carried out in the devices by personnel that is not authorised by befine Solutions AG, unless the client verifies that the disturbance is not based upon such circumstances.

Software Service serves for maintaining software functionality, does not include warranty regarding software operation that is free of errors and interruptions, though. Moreover befine Solutions AG can not determine error correction terms for failures in third party software, because befine Solutions AG has no influence on manufacturer failure corrections.

befine Solutions AG is not bound to correct a program error, if the client carries out software amendments or software supplements as well as amendments of software installation location without acceptance of befine Solutions AG or interventions at the software are carried out by personnel not authorised by befine Solutions AG; client does not use software under operating conditions preset by befine Solutions AG i.e. manufacturer.

Usage of contractual IT services by third parties as well as transmission of these services to third parties against payment are subject to express acceptance of befine Solutions AG in written.

IP connectivity to other network providers is under provision of possibility. Usage of other networks underlies usage restrictions of the respective providers (Acceptable Use Policy).

These General Terms and Conditions apply within license agreements for network services insofar as these contracts do not provide other determinations expressly.

befine Solutions AG is granting the client the not-transferable, non-exclusive and timely unlimited right to use the software by himself/herself within the Federal Republic of Germany in unchanged form by entire or partial loading, displaying, running or saving. The right of use applies only for one single device determined in the official order form i.e. confirmation of order and for the number of users determined there within. If the client intends to use the software on an upgraded device or on multiple devices, this will require prior acceptance by befine Solutions AG and amendment to the contract.

Client is entitled to deploy the software on other devices of the same device type belonging to the client. In this case the client has to delete the software from the harddisk of the devices that have been used until then. Software with the same software serial number must only be saved on a central unit. Simultaneous usage on more than only one central unit is not permitted.

Client may use the software in one network, if this has been agreed in the official order form i.e. order conformation expressly. In this case client must prevent simultaneous multiple usage by access protection mechanisms, unless the client has paid the software fee for each user connected to the network i.e. the network license independent from number of users.

User documentation can be delivered by befine Solutions AG at its choice either printed or electronically stored.

Advanced usage of the software and user documentation, especially modification or reproduction is not allowed, unless for client's own use for archiving and securing purposes. A printed user documentation must in no case be copied. If the software is pre-installed on devices delivered by befine Solutions AG, befine Solutions AG offers to deliver a software copy to the client if desired for purpose of data backup on an external data storage medium at the expense of the client. Client thereby has to leave alphanumeric identifiers, markers and copyright labels unchanged and has to keep records about whereabouts of the external data storage medium that befine Solutions AG may inspect.

Client has to care for program and data backup of the installed software on his/her own responsibility.

Retranslation of the software into other code forms (decompilation) is only allowed within § 69 e copyright act. The actions mentioned within this legal regulation must only be transferred to a third party, if befine Solutions AG is not willing to carry out the desired generation of interoperability against appropriate expense after expiration of an appropriate period of consideration.

Annotations of protection rights or other rights on the data media and on the user documentation must not be removed.

Property of delivered user documentation next to supporting materials remain with befine Solutions AG.

By this contract the client is not granted the right to use the name i.e. brands of befine Solutions AG.

If the client is granted advanced rights of use in manufacturer license conditions concerning the software or if limitations of rights of use are imposed on the client as within these conditions, the manufacturer's regulations regarding rights of use apply preferentially.

If client is in breach of a regulation of this § 15, befine Solutions AG can cancel the right of use that has been granted to the client after appropriate grace period notification with immediate effect without refund of the license fee.

Training services will be agreed under the condition that the minimum number of participants that has been specified by befine Solutions AG is reached.

Content of training services results from respective training program. Client has no right to a specific training personnel. Training location and period can be changed by the supplier for important reason as far as this is reasonable for the client.

Client can resign from training services contract by written declaration up to 5 working days prior to training start at the latest. If the client is not participating in the training and did not declare resignation in time, the client has to pay half of the agreed fee.

If the client is not participating in the training and if the client does not declare resignation five working days prior to training start at the latest, the client has to pay the agreed fee in total. Client is allowed to prove evidence that there has not been any damage for befine Solutions AG or this damage is significantly lower as the above mentioned flat charges.

befine Solutions AG may let third parties to perform their services.

Export of software and hardware with encryption features from a state respectively import into a state can as well as usage of this technology in a state be notifiable and subject to authorisation respectively forbidden. It is the duty of the client to fulfil such conditions. Import of this technology into the Federal Republic of Germany does not underlie any control.

Export by befine Solutions AG is carried out under the condition of authorisation of the competent authority on the day of export. If export authorisation is refused, befine Solutions AG is entitled to withdraw from the contract. Entitlement to damages due to delay of exportation because of the duration of authorisation procedure can not be claimed.

The use of services of befine Solutions AG especially use of software and hardware with encryption features that are required therefore can be forbidden under penalty outside the Federal Republic of Germany. It is the duty of the client to procure information about this and to consider possible bans. This may also be the case for short term stays in such a state.

Place of fulfilment for all of our services is Freiburg. Place of fulfilment is the court of jurisdiction, whereby befine Solutions AG is at liberty to choose a legal court of jurisdiction.

In case that clauses of these General Terms and Conditions and/or this contract are ineffective or will be ineffective, this does not affect effectiveness of the residual clauses. Rather the parties commit themselves to agree instead for each ineffective clause with a replacement clause according or at least close to agreement purpose. Corresponding applies for incompletions.

Contract relations of contractual partners underlie the right of the Federal Republic of Germany. Application of the United Nations Convention on Contracts for the International Sale of Goods (CISG) is excluded.

Contract language is German.