General Terms and Conditions of Service and Use of Scopevisio AG SaaS Services

The following General Terms and Conditions of Service and Use were last updated on 1 July 2025.

§ 1 Scope of application

1. Scopevisio provides you with the free and paid SaaS services and services offered by Scopevisio on the basis of the following General Terms and Conditions of Service and Use (hereinafter ‚GTC’).
   Deviating general terms and conditions of the Contractual Partner shall not apply. They shall not apply even if Scopevisio does not expressly object to them.
2. In addition, special or modified provisions may apply to the use of certain Scopevisio SaaS services and services. You will be informed of this before using the relevant SaaS service or services. Insofar as these special provisions deviate from the following provisions, these shall take precedence.
3. These terms and conditions expressly do not apply to SaaS services labelled as ‘third-party services’ that are not offered by Scopevisio itself but by a third party, even if this is done free of charge and/or registration with Scopevisio is required for their use. These services are subject exclusively to the General Terms and Conditions posted by the third party. In order to use such services, you may be redirected to the third-party provider’s server. If additional costs are incurred for the content of the third-party provider, you will be informed of this in advance.

§ 2 Conclusion of contract

1. General:
   1. The SaaS services offered by Scopevisio are aimed exclusively at entrepreneurs or public authorities with their registered office in Germany. The conclusion of a contract by consumers within the meaning of § 13 BGB (German Civil Code) is expressly excluded. Consumer protection regulations do not apply.
      If you have your place of business outside Germany, please contact us using the contact form on our website.
   2. If you conclude the contract on behalf of another legal entity or a company, you assure us that you are authorised to bind this (legal) entity to these terms and conditions. In order to access the SaaS Services and Services, you must provide truthful information about yourself and your company (such as identification and contact details) as part of the registration process or during ongoing use. You declare that the information you provide to Scopevisio during registration is accurate, correct and up-to-date at all times – in particular that you are an entrepreneur within the meaning of Section 14 of the German Civil Code (BGB).
2. Online contract conclusion via the Internet:
   1. After you have set up a customer account (see also § 6), e.g. for test purposes, you can select products and services, in particular SaaS services, from the Scopevisio range and collect them in a so-called shopping basket using the ‘Add to basket’ button. By clicking on the ‘Order with obligation to pay’ button, you submit a binding request to order the goods in the shopping basket. You can change and view the data at any time before submitting the order.
      However, your request can only be submitted and transmitted to us if you have accepted these GTC by clicking on the ‘I have read and accept the GTC’ button and have thereby included them in your request.
   2. Scopevisio will then send you an automatic confirmation of receipt by e-mail, in which your order is listed again and which you can print out using the ‘Print’ function. The automatic confirmation of receipt merely documents that your order has been received by Scopevisio and does not constitute acceptance of your application.
      The contract is only concluded when Scopevisio issues a declaration of acceptance, which is sent in a separate e-mail (‘order confirmation’).
      In this e-mail or in a separate e-mail, but at the latest upon delivery of the goods or provision of the access data, the text of the contract (consisting of the order, GTC, data protection guidelines and order confirmation) is sent to Scopevisio.
3. ‘Offline’ conclusion of contract:
   1. Scopevisio’s offers are subject to change and non-binding. This shall also apply if Scopevisio has provided you with catalogues, technical documentation, other product descriptions or documents – including in electronic form – to which Scopevisio reserves all property rights and copyrights.
   2. Your signing of a contractual offer from Scopevisio shall be deemed a binding contractual offer. Unless otherwise stated in the contractual offer, Scopevisio shall be entitled to accept this contractual offer within 10 calendar days of receipt by Scopevisio.
      Acceptance by Scopevisio may be declared to you either in writing (e.g. countersignature and return of the contract or order confirmation) or by activating the use together with transmission of the access data.

§ 3 Subject matter of the contract

1. Scopevisio offers various software solutions to support business processes. In addition, useful supplements and resources can be selected for the products and services. Most Scopevisio products and services are made available for use via the Internet as web applications (SaaS services).
   The specific functional scope of the respective products and services as well as the requirements for the hardware and software environment that must be fulfilled on your side can be found in the final service description and, if applicable, in our offer. The service description is provided exclusively in digital form. You are solely responsible for operating and maintaining the hardware and software environment. In particular, you must ensure that the Internet browser software is set up and configured in such a way that it can process the client-side software components of the SaaS services.
   Your aforementioned obligation applies accordingly in the event of further developments of the SaaS services or their infrastructure.
2. If you use Scopevisio’s services free of charge or if the products and services selected by you include services that go beyond the specifications listed in the service description, this shall be free of charge and without any legal claim. If Scopevisio provides services free of charge, these may be discontinued at any time and without prior notice. Claims for reduction, reimbursement or damages shall not arise from the discontinuation.
3. Unless expressly stated, Scopevisio shall not owe any further services. In particular, Scopevisio is not obliged to provide installation, consulting, customisation and/or training services or to create and provide individual functions or additional programmes.

§ 4 Inclusive service for SaaS services and services according to § 3 para. 1 / Updates / Availability

1. In accordance with these GTC, you receive the technical possibility and authorisation to use the SaaS services and services of Scopevisio, which are hosted on central servers of Scopevisio or its subcontractors.
2. The SaaS services generally include a user interface (client), encrypted transmission, data processing and encrypted access to your data as well as the storage and backup of your data. Scopevisio also takes care of the maintenance and servicing of the hardware and software infrastructure on the central servers required to utilise the SaaS services.
3. As part of the SaaS services, storage space is provided on central servers on which the data generated and processed with the SaaS services can be stored for the duration of the contractual relationship. The archiving of data in accordance with the retention periods under commercial and tax law is not included in the scope of services (see Section 14 (4)).
4. The service transfer point for contractually owed SaaS services and services of Scopevisio is the transition point or the router output to the Internet of the data centre used by Scopevisio.
   The connection of the Customer to the Internet, the maintenance of the network connection and the procurement and provision of the hardware and software required by the Customer are not the subject matter of this contract.
5. Scopevisio provides its SaaS services on the basis of complex modern technology. Scopevisio intends to continuously develop the SaaS services and services at its own discretion in order to maximise user convenience. You acknowledge and agree that the form and nature of the SaaS Services and Services provided by Scopevisio may change to a reasonable extent during the term of the Agreement. Reasonableness is given in particular if
   1. the services contain products from third-party manufacturers and these products are not, no longer or only in a modified form available to Scopevisio, without this being due to circumstances for which Scopevisio is responsible,
   2. new statutory or regulatory requirements necessitate a change to the scope of functions owed,
   3. the agreed services no longer comply with the current state of the art, safety regulations or data protection or their operability is no longer guaranteed, or
   4. agreed services are replaced in whole or in part by services of equal or higher value, the agreed target quality remains essentially unchanged and the associated change in performance is reasonable.
      
      Scopevisio shall notify you of any significant changes to services at least one month before they take effect.
6. Scopevisio undertakes to provide updates to its SaaS products and services in accordance with the recognised state of the art without additional remuneration. If apps are provided, you must also install these updates on the client side. Updates within the meaning of this contract are characterised by error corrections or other minor improvements without significant new functionalities. The update obligation does not include the delivery or provision of additionally offered new functionalities or additional components.
   Scopevisio will otherwise update and further develop the SaaS products and services at its own discretion.
7. The software or client used by you to utilise the SaaS products and services automatically downloads and installs updates from Scopevisio on a regular basis. Likewise, the software made available to you as SaaS services will be continuously further developed at Scopevisio’s discretion. See also paragraph 6. You agree and recognise that Scopevisio’s services are subject to the acceptance of corresponding updates as part of the service and allow Scopevisio to provide them to you.
8. Scopevisio endeavours to enable system access to its SaaS services even outside of operating hours, i.e. 24 hours a day, 365 days a year. Availability at all times is expressly not guaranteed and is not owed. In particular, access may be temporarily restricted for technical reasons, such as necessary maintenance and repair work. Scopevisio is not obliged to make its SaaS services accessible outside of the availability times specified in the service description.
9. For further details on the scope of functions and availability (para. 9), please refer to the service description.

§ 5 Test periods

If specified, you have the opportunity to test our services free of charge and without obligation for an agreed period in connection with your first order (test phase). Any test data entered will be deleted no later than 30 days after the end of the test phase. Existing data backups will be overwritten as part of the usual backup cycles (see service description).

§ 6 Customer account; registration and administration of authorised users for SaaS products

1. The use of SaaS services and the conclusion of an online contract in accordance with Section 2 (2) requires registration. The registration of a legal entity may only be carried out by an authorised natural person, who must be named. Scopevisio may refuse to accept registrations if there is an objective reason for doing so, e.g. if incorrect information is provided or if it is to be feared that payment obligations will probably not be met.
2. Scopevisio will create the number of authorised users determined by you (if necessary, automatically via the shop). Scopevisio will ensure that the authorised users can register for the subsequent password-based use of the SaaS services. You must ensure that the users authorised by you to use our SaaS services also comply with the contractual terms and conditions.
3. You are responsible for managing the authorised users. You must ensure that authorised users are deleted when the relevant persons are no longer working for you. You are also responsible for assigning roles and rights to authorised users.
4. You are obliged to keep your access data and passwords secret and to protect them from misuse by third parties. In this context, Scopevisio would like to point out that our employees are not authorised to request passwords by telephone or in writing. When choosing a password, the generally recognised rules should be observed (length, complexity of the password); password changes are only possible online within the customer account. You must inform Scopevisio immediately if you lose your access data or password or if you suspect that this data has been misused. Furthermore, we are authorised to block access to the customer account or SaaS services in the event of misuse. You are liable for any misuse for which you are responsible. You are responsible for the misuse in any case if two-factor authentication was not activated for all users who have access to the customer account at the time of the potentially abusive activity in question. A claim for reimbursement and/or further claims for damages against Scopevisio are excluded in this case.

§ 7 Contact person / consent to e-mail communication

1. The person concluding the contract shall be available to Scopevisio as the contact person during the term of the contract. In particular, he/she shall provide the information required for the performance of this Agreement and shall be deemed authorised to make legally binding declarations to Scopevisio. Scopevisio must be informed immediately of any changes in the person of the contact person.
2. You expressly agree that information regarding requested or existing contracts and regarding the performance of the contract and invoicing between you and Scopevisio may be sent to you by e-mail to the e-mail address you provided when registering for the contract. You will check the e-mail account specified by you for incoming messages as is customary in the business.

§ 8 Rights of use for SaaS services and services

1. Within the framework of the statutory provisions, you are authorised to use the SaaS services and services for your own business operations within the EU and in Switzerland during the agreed contractual term in accordance with the following provisions.
2. You are entitled to access the SaaS services and services via an Internet browser or, if an app is also offered and provided, to make this client component of the SaaS service and services available to your authorised users for use.
   The rights of use are limited to the authorised users (named users). The authorised users may run the SaaS services by calling up the SaaS services and services and use them by accessing them via the user or application interfaces provided for this purpose, but may not otherwise reproduce them. Use outside the contractual territory is generally prohibited; if this is desired, please contact us via the contact form on our website.
3. ‘Use’ within the meaning of this Agreement means any permanent or temporary reproduction (copying) in whole or in part by loading, displaying, running, transferring to memory or storing the SaaS Services and Services for the purpose of executing them on Scopevisio’s server and/or the software provided to you on your hardware. Use also includes the execution of the aforementioned actions for the purpose of observation, examination or testing. Paragraph (3) shall apply accordingly to the service description and application documentation provided in digital form.
4. ‘Contractual use’ means:
   1. Within the scope of use, all applicable laws and other legal provisions must be observed. It is prohibited to transfer data or content to Scopevisio servers that violate legal provisions or infringe third-party property rights or copyrights or other third-party rights.
   2. Only data that is free of computer viruses or other harmful code may be transmitted.
   3. Neither the software nor any other techniques or procedures may be used in connection with the use of the SaaS services that are likely to impair operation, security and availability.
   4. The use of interfaces that are not offered by Scopevisio and are undocumented is prohibited.
   5. We assume that you will only use our services for the purposes for which they are intended. As every company may have different requirements that we cannot foresee, we apply the fair use rule: we reserve the right to impose technical restrictions on excessive or unusually high utilisation of our services that we believe could impair the use and availability of the services of all our users. In this case, we will contact you as soon as possible to find a solution to your specific usage needs. The current fair use guidelines can be found in the service description.
      
      We reserve the right to restrict the use of the contractual services or to terminate them for good cause if you violate applicable law, the above obligations or contractual agreements, including the applicable guidelines.
5. Insofar as software is made available to you as part of the SaaS services, changes to the software and error corrections are permitted to the extent that they are necessary for the intended use of the software. Reverse translation (decompilation) of the programme code into another form of presentation is prohibited. Excluded from this is a partial translation for the purpose of establishing the interoperability of an independently created computer program with a computer program provided or with other computer programs under the restrictions specified in § 69e UrhG.
6. You are not authorised to transfer the rights granted in paragraphs (1) to (4) to third parties or to grant third parties corresponding rights of use. You undertake not to make the SaaS services and services accessible to third parties, to rent them out or otherwise allow them to use them for their own purposes or even to act as a service provider vis-à-vis third parties without Scopevisio’s express written consent. This also applies in the event of a complete or partial sale or liquidation of your company. Third parties do not include your employees or other persons as long as they are on the customer’s premises for the contractual use of the SaaS services and services for the customer’s purposes.
7. Notwithstanding the rights of use granted under this Section 8, Scopevisio reserves all rights to the software on which the SaaS services and services are based. The transfer of SaaS services and services (on data carriers or as downloads) for local installation is excluded.
8. All contents of the Internet pages, SaaS services, services, newsletters, software and documentation as well as technologies of Scopevisio (‘Contents’) are subject solely and independently of any registration of industrial property rights or intellectual property rights and in particular but not exclusively to the copyright of Scopevisio or its licensors. Scopevisio reserves all rights not expressly granted. You are only authorised to use the content in the form provided by Scopevisio in accordance with the terms and conditions of the contract. You are prohibited from changing copyright notices, labelling, trademarks and proprietary notices on the ‘Versions/Products/Services’.
9. If Scopevisio provides new versions of the SaaS services or services during the term of the contract as a result of further developments, the granting of rights for these shall apply accordingly, unless Scopevisio adds supplementary provisions, of which you are expressly informed in advance.

§ 9 Data storage / data backup / retention obligations under commercial law

1. Subject to the limitation in accordance with paragraph (2), Scopevisio undertakes to enable you for the duration of the contract to cache or store on the servers operated by Scopevisio the data required for the use of the SaaS services and services or arising in the course of use, insofar as this is provided for by the SaaS service. The following applies in this respect:
   1. Scopevisio will ensure that you can access this data during the term of the contract.
   2. Scopevisio only owes the provision of storage space for the storage and use of the data by you as the customer. Scopevisio shall not be subject to any safekeeping and/or custody obligations with regard to the data transmitted and processed by you.
2. The storage space made available to you is limited in accordance with the service description. If you require additional storage space, you can always order this additionally via support@scopevisio.com.
3. Your data is always backed up daily. The current Scopevisio procedure with regard to data backups can be found in the service description.
4. Long-term data backup is your responsibility. You can export most of your data using the SaaS service. A re-import of data from a previous status is only owed in the event of data loss caused by Scopevisio. Any other ‘roll-back’ of data statuses, for example due to deletions by you, is not owed.
5. The archiving of data in accordance with the retention periods under commercial and tax law after expiry of the contract is not included in our scope of services. You are solely responsible for complying with retention periods under commercial and tax law (see, however, Section 14 (4)).
6. For more information on data storage and data backup, please refer to the service description.

§ 10 Support services, troubleshooting and training

1. If you have any questions about the SaaS service or reports of faults, in particular security incidents, please contact support@scopevisio.com.
2. Scopevisio shall analyse and rectify documented, reproducible errors in the SaaS Services by suitable personnel in accordance with recognised industry standards if the error is properly reported. Scopevisio is not responsible for the success of the elimination of errors and does not assume any guarantee in this respect. ‘Error’ within the meaning of these Terms and Conditions is any malfunction reported by you that results in the quality and functionality deviating from what is contractually owed and
   1. this has a more than insignificant effect on the usability or
   2. corruption of data and/or loss of data processed with or generated by the SaaS Services.
      
      If a fault that has occurred cannot be reproduced, it shall not be deemed to be a fault. In this case, the parties shall jointly agree on how to proceed.
3. When identifying, localising and reporting errors or other defects, you must observe the application documentation belonging to the SaaS Service and any instructions provided by Scopevisio. You shall take all reasonable measures necessary to identify, localise and document errors or other defects.
4. Scopevisio conducts training courses for the use of SaaS products and services for authorised users at your request and for a separate fee. The current Scopevisio price list shall apply. Other services, such as the customisation of SaaS services and services to the special conditions of you or your company or programming services, require the conclusion of a separate contract.

§ 11 Your duty to cooperate / behaviour in the event of security incidents

1. The success or failure of the provision of services under this Agreement depends to a large extent on whether and to what extent you co-operate in the provision of services within the scope of your ability to do so. You are therefore obliged to provide all relevant assistance immediately and free of charge, in particular if Scopevisio requests you to do so and the required measures do not exceed a reasonable effort.
2. You should only use technically competent users for the utilisation of our SaaS services.
3. You must notify Scopevisio immediately of any unauthorised use of passwords or unauthorised access to the SaaS Services or any other breach of data and/or information security (security incident) that you become aware of or suspect at support@scopevisio.com (see also § 6 para. 4). ‘False reports’ do not lead to any costs, unless they were made with gross negligence or intent.
4. You, and not Scopevisio, are solely responsible for the correctness, accuracy, quality, integrity, legality, reliability and suitability of all data transmitted to Scopevisio. Scopevisio shall not be liable for any deletion, correction, destruction, damage, loss or failure to store your data for which you are responsible. Scopevisio does not carry out any checks on the data and content stored by you. It is expressly recommended that you check the correctness of work results created with the SaaS services.
5. You are obliged to observe the provisions of export control law.
   Scopevisio products may use encryption technologies that are subject to the licensing requirements of the US Export Administration Regulations, 15 C.F.R. Parts 730-774 and Council Regulation (EC) No. 1334/2000.
6. Further obligations to co-operate on your part are regulated at various points in these GTC; e.g.
   1. Compliance with the conditions of use (§ 3 para. 1).
   2. Immediate reporting of security incidents to support@scopevisio.com (e.g. responsibility for unauthorised activities in the customer account; confidentiality of passwords)
   3. Virus protection
   4. Appointment of a permanent and competent contact person or updating of contact details in the event of a change (§ 7)
   5. Compliance with the terms of use also by authorised users (§ 8).
7. If Scopevisio is prevented from providing its own contractual services due to your failure to fulfil your duties to cooperate in accordance with the contract, Scopevisio shall not be responsible for any resulting disruptions to performance.
8. You shall independently ensure the fulfilment of and compliance with the statutory provisions and official requirements relating to you and your authorised users as well as the granting of official permits.

§ 12 Remuneration and conditions

1. The fees incurred for the use of chargeable SaaS services and services as well as possible payment methods are set out in the applicable price list.
2. Invoices are generally due for payment immediately upon receipt. Direct debits are generally debited five days after receipt of the invoice.
3. Invoices are sent electronically to the contact person named by you in accordance with § 7. The same applies in the case of reminders. If you request a paper invoice by post or if this is necessary, an additional fee of EUR 2.35 per invoice will be charged. The same applies in the event of a reminder.
4. Unless explicitly stated otherwise, all remuneration, charges and prices quoted are net prices, which are subject to the statutory value added tax applicable at the time of invoicing. VAT will be listed separately on the invoice.
5. Charges for returned direct debits for which you are responsible or credit cards that are not covered shall be borne by you. A processing fee of EUR 10.00 will be charged for each case. You reserve the right to prove that no loss at all or a significantly lower loss has been incurred.
6. If the direct debit authorisation is revoked, in the event of a returned direct debit at your request or other changes in the payment process, Scopevisio can change the collection type to bill payer. Due to the increased effort involved, you will be charged additional costs of EUR 2.35 per invoice as a bill payer. A switch back from bill payer to direct debit payer will only be made at your written request.
7. Any credit notes or refunds due to overpayments, double payments, etc. will always be offset against the next invoice due.
8. You must notify Scopevisio of any objections to the invoice in text form within eight weeks of receipt of the invoice. Failure to raise objections in due time shall be deemed as approval. Scopevisio shall draw your attention in the invoices to the consequences of failure to notify Scopevisio in good time. Your statutory claims in the event of justified objections shall remain unaffected.
9. You shall not be entitled to withhold payments unless you have a statutory right of retention arising from the same contractual relationship. Offsetting is only permitted if the claim against which the offset is made is undisputed or has been recognised by declaratory judgement.
10. If you are in arrears with payments to Scopevisio, we will notify you by e-mail, text message, post or telephone and send you a reminder if necessary. If you still fail to pay, we will initiate debt collection proceedings against you. This will be carried out by a debt collection service provider commissioned by us. Insofar as this is necessary for the debt collection procedure, the debt collection service provider will carry out address enquiries and use public registers to locate you as the debtor. In the context of a legal dispute with you, we process your personal data for the enforcement and/or defence of our rights. If and insofar as this is necessary for the conduct of the legal dispute, we also use data from other sources (e.g. public registers) for this purpose. This data processing is necessary for the performance and execution of the contract (Art. 6 para. 1 sentence 1 lit. b GDPR) and to safeguard our legitimate interests in preventing misuse of our services and asserting, enforcing or defending legal claims (legal basis: Art. 6 para. 1 sentence 1 lit. f GDPR).

§ 13 Commencement of contract / Term / Cancellation

1. Unless otherwise agreed, the contract term shall commence at the latest upon provision of your access data, with which you can activate the SaaS services and services of Scopevisio or the SaaS services are made accessible. If no fixed terms and their extension have been agreed, the contract term is indefinite; in this case, the ordinary cancellation period to be observed by both parties is four weeks to the end of the month.
2. The contract can be cancelled by either party without notice for good cause
3. The provision of § 545 BGB (tacit extension of the tenancy) does not apply.
4. Refusal to accept or non-utilisation of deliveries and services shall not constitute termination.
5. Unless notice of cancellation is received in good time, the term of the contract shall be automatically extended.

§ 14 Consequences of contract termination / data release / data deletion

1. Upon termination of the contract, your rights of use to the SaaS services and services expire. You are requested to export your data using the SaaS service before the end of the contract.
2. In accordance with the service description/application documentation, you can export the customer-specific data provided for this purpose independently at any time in common but predefined formats. Financial accounting data, for example, can be exported as a GDPdU-compliant file in IDEA format.
3. Scopevisio is authorised to irretrievably delete your data no later than thirty days after termination of the contractual relationship. You or your contact person will be informed of the irretrievable deletion in advance in text form on the last e-mail address provided in accordance with Section 7.
4. Scopevisio would like to point out that after termination of the contract you are not entitled to claim that your customer data can be restored in a then current version of the SaaS services or services. In particular, your settings, configurations and master data entries will be permanently lost upon termination of the contract.
5. You can instruct Scopevisio at any time for a separate fee,
   • to delete your data immediately and to destroy all copies made in compliance with Scopevisio’s backup cycles or
   • to maintain access for the duration of the retention obligations under commercial and tax law for a separate fee without deleting data.
6. Scopevisio may provide further support services for the migration of the data on the basis of a separate order. Such further support services shall be remunerated in accordance with the applicable price list.

§ 15 Adjustment of the GTC / Adjustment of the remuneration

1. Scopevisio reserves the right to amend these GTC in accordance with the following provisions, provided that this amendment is reasonable for you, taking into account our interests. This is particularly the case if the change is without significant legal or economic disadvantages for you, e.g. changes in the registration process, changes to contact information. In all other cases, you will be informed of any changes to these terms and conditions with reasonable advance notice, but at least one month before the intended entry into force. The information will be sent electronically by e-mail to the contact person named by you (§ 7). If you do not agree with a change we intend to make, you have the right to object to the change within one month of notification. If you object in due time, Scopevisio shall be entitled to terminate the contract in writing with one month’s notice to the end of the calendar month.
2. Scopevisio is authorised to adjust the remuneration during the term of the contract. However, such a price change is only permitted once a year. Price increases must be announced in text form to the contact person named by you (§ 7) at least six weeks before they take effect. In the event that the price increase amounts to more than 10% of the previous remuneration, you have a special right of cancellation, which you can exercise in writing with one month’s notice to the end of the calendar month following receipt of the price increase announcement.

§ 16 Third-party provider

Scopevisio offers co-operations with external partners. You conclude direct (licence) contracts with these partners. You can find out about the options for connecting third-party applications and partnerships on our partner page. See also § 1 para. 3.

§ 17 Blocking of access / default

1. If you are in default of payment, Scopevisio shall no longer be obliged to provide the SaaS services after giving you one week’s notice; in particular, Scopevisio may block your access. In this case, you remain obliged to pay the monthly fee. Scopevisio reserves the right to assert other claims for late payment.
2. If a third party asserts an infringement of rights against us through data or content that you have transmitted to the data storage provided by us, we are authorised to temporarily block the corresponding data or content if the third party has conclusively demonstrated the infringement of rights. In this case, Scopevisio will ask you to cease the infringement or to prove the legality of the content within a reasonable period of time. If this request is not complied with or not sufficiently complied with, we are entitled, without prejudice to further rights and claims, to terminate the contract for good cause without notice. Insofar as you are responsible for the infringement, you are also obliged to compensate us for the resulting damage and must indemnify us against any third-party claims upon first request. Further rights are reserved.

§ 18 Warranty

1. Scopevisio warrants that it will provide its services in a manner consistent with general industry standards to the extent applicable to the SaaS Services and that the services will be provided substantially as specified in the service description for normal use under normal circumstances.
2. If the services to be provided by Scopevisio under this Agreement are defective, Scopevisio shall, within a reasonable period of time and after receipt of a notice of defect, at its option either rectify the services or provide them again. If the defect-free performance fails for reasons for which Scopevisio is responsible within a reasonable period set by you, you may reduce the agreed remuneration by a reasonable amount.
   The right to reduce the remuneration is limited to the amount of the remuneration attributable to the defective part of the service. If the system availability falls below 98%/year, you may reduce your remuneration in accordance with the shortfall. Claims for damages are based exclusively on § 19.
3. The prerequisite for your warranty claims is that you report errors in the service owed without delay, stating how and under what circumstances the error occurs and actively supporting Scopevisio as far as reasonably possible in the search for the error. If, after checking an error message, it turns out that the error did not occur within Scopevisio’s area of responsibility, Scopevisio may charge you for the costs of checking the error message at the applicable prices. However, this shall not apply if you were unable to recognise that the error did not occur within Scopevisio’s area of responsibility when exercising due care.
4. Scopevisio gives no assurance, guarantee or warranty that
   1. the use of the SaaS Services will meet your requirements or expectations
   2. the use of the SaaS services is uninterrupted, timely, secure or error-free.
   3. the information obtained in the course of using the product is accurate and reliable.
   4. all defects and/or errors relating to the SaaS Services and Services or functionalities of the software provided as part of the SaaS Service are rectified.
5. Scopevisio does not warrant that the SaaS Services are appropriate or available for use in other locations outside the Territory. If you use the SaaS Services and Services outside the Territory, you are solely responsible for compliance with all applicable laws, including export and import regulations of other countries. Redirecting web content in violation of the law is prohibited.
6. The exclusions under paragraphs 4 and 5 do not affect your statutory rights, to which you are entitled in any case and which cannot be contractually amended or waived.

§ 19 Liability

1. Unless otherwise provided for in this Agreement, Scopevisio, its legal representatives or vicarious agents shall be liable in accordance with the following provisions, irrespective of the legal grounds:
   1. Scopevisio shall be liable for damages caused intentionally or by gross negligence, claims under the Product Liability Act and in the event of injury to life, limb or health in accordance with the statutory provisions.
   2. Scopevisio shall only be liable for damage caused by simple negligence on the part of Scopevisio or its vicarious agents if a material contractual obligation has been breached or in the event of default or impossibility.
2. Scopevisio’s strict liability for defects already existing at the time of the conclusion of the contract is excluded.
3. In the cases of para. 1 b), Scopevisio’s liability for all cases of damage per calendar year shall be limited to a total amount corresponding to one year’s remuneration at the time of the event causing the damage.
4. Scopevisio points out that, according to the state of the art, it is hardly possible or only possible with disproportionate and uneconomical effort to develop software in such a way that it works error-free in all applications and combinations. Scopevisio therefore accepts no liability for the freedom from errors of its products. In particular, Scopevisio does not guarantee that the products will work together with third-party programmes, unless this is expressly provided for in the product description.
5. Scopevisio shall not be liable for any lack of commercial success, indirect damage, consequential damage or loss of profit.

§ 20 Rights of third parties / indemnification

1. You must comply with all applicable laws and other legal provisions when using the SaaS Services. You are responsible for the data and content provided by you. Scopevisio does not check the content for accuracy, freedom from viruses or virus processing capability.
2. You undertake that you shall bear sole responsibility for any breach of your obligations under the contractual terms and conditions and for the resulting consequences. You shall indemnify Scopevisio against any claims, including reasonable costs of legal defence, which are based on unlawful or non-contractual use of the SaaS services of your users.
3. If you are convicted by a court of law of an infringement of industrial property rights and copyrights of third parties due to the contractual use of the services provided by Scopevisio, Scopevisio shall indemnify you against these claims under the following conditions:
   1. You notify Scopevisio immediately in writing as soon as you become aware of the claims asserted against you, and
   2. you grant Scopevisio control over all defence measures and settlement negotiations. In particular, you will not make any judicial or extrajudicial acknowledgement of the third party’s claims, and
   3. you will reasonably assist Scopevisio in the defence or settlement of the claims; and:
      
      Your rights under this Section shall not apply to the extent that the infringement of intellectual property rights is based on the fact that you
   4. have made a change to the SaaS Services that has not been authorised in writing by Scopevisio under this Agreement or otherwise; or
   5. you use the contractual services for a purpose other than that specified in this contract, or
   6. you combine the products with hardware or software that does not meet the requirements specified in the description.
4. In addition to the indemnification obligation under Section 3 above, Scopevisio shall only be obliged to pay you damages in accordance with Section 19 if Scopevisio is at fault for the breach.

§ 21 Force majeure

1. Events of force majeure that make performance significantly more difficult or temporarily impossible shall entitle each contracting party to postpone the fulfilment of its performance by the duration of the hindrance and a reasonable start-up period.
2. Industrial disputes and similar circumstances shall be deemed equivalent to force majeure insofar as they are unforeseeable, serious and beyond the control of the supplier: Official orders, the failure of communication networks or gateways of other operators and disruptions in the area of other telecommunications or service providers shall also be deemed comparable events. The parties shall inform each other of such circumstances without delay.
3. Liability due to force majeure, in particular for strikes, riots, fire, floods, terror, pandemics and other natural disasters as well as circumstances beyond the control of the parties, such as power failures and interruption or destruction of data-carrying lines and circumstances of the previous clause 2 is excluded.
4. A refund of fees in the event of service failures due to a disruption outside Scopevisio’s area of responsibility is excluded.

§ 22 Data protection

1. The parties undertake to comply with the applicable data protection regulations. Scopevisio is only authorised to process your data in accordance with your instructions and within the scope of the execution of the contract.
2. You (note: ‘the Customer’) shall pay particular attention to whether you need to obtain consent from the data subjects for the transmission and/or processing of data and, if necessary, obtain such consent. This applies, for example, to the processing of data that is subject to professional secrecy (e.g. patient data, client data for legal and tax advisory professions).
3. Scopevisio processes the personal data, in particular data of authorised users and data processed in the context of order planning and disposal execution, as a processor within the meaning of Art. 28 GDPR. The parties conclude a data processing agreement for this purpose.
4. Further information on Scopevisio’s handling of personal data can be found in Scopevisio AG’s privacy policy. If you have any questions about data protection, you can contact our data protection officer at datenschutz@scopevisio.com.

§ 23 Confidentiality

1. The contracting parties undertake to keep confidential for an unlimited period of time all information which becomes accessible to them in connection with this contract and which is designated as confidential or which is recognisable as business or trade secrets of the other contracting party according to other circumstances and – unless required to achieve the purpose of the contract – to neither record nor pass it on or exploit it.
   Disclosure to third parties who are subject to a statutory obligation of confidentiality shall not require consent. Disclosure to employees who require the information for their work in the performance of contractual services also does not require consent. The use of this information is limited solely to use for the fulfilment of this contract.
   However, the contracting parties shall ensure by means of suitable contractual agreements with the employees and agents working for them that they also refrain for an unlimited period of time from any exploitation, disclosure or unauthorised recording of such business and trade secrets and only provide them with access to the secrets to the extent necessary. Any use of this information shall be limited solely to use for the performance of this contract.
2. The confidentiality obligation pursuant to paragraph (1) shall not apply insofar as the permissions and exceptions of §§ 3 and 5 GeschGehG apply, as well as to persons who are authorised by law or by permission of the other contracting party to obtain knowledge and are obliged to maintain confidentiality, as well as to publications which may be required by one of the contracting parties due to legal provisions and/or official orders. Confidential information that is generally known or becomes generally known without the disclosing contracting party being responsible for this is not or no longer subject to the confidentiality obligation. The existence of one of the above exceptions must be proven by the contracting party invoking it.

§ 24 Ancillary provisions / Place of jurisdiction

1. Scopevisio is entitled to use subcontractors to fulfil its contractual obligations. Further details on the use of subcontractors are regulated in the agreement on commissioned data processing.
2. The assignment of rights and claims arising from the contract, unless expressly authorised, is only permitted with Scopevisio’s prior written consent.
   Scopevisio is, however, authorised to transfer the contract as a whole to its affiliated companies.
3. The place of fulfilment and exclusive place of jurisdiction for all disputes arising from this contract shall be Bonn, provided that you are a merchant or equivalent. Scopevisio shall also be entitled to bring an action before the court having general jurisdiction over the Customer’s registered office.
4. This contract and its annexes contain all agreements between the contracting parties. There are no collateral agreements.
5. Should individual provisions be or become invalid in whole or in part, this shall not affect the validity of the remaining clauses. The contracting parties are obliged in good faith to replace the invalid clause with a permissible provision that is equivalent in economic effect, provided that this does not result in a material change to the content of the contract. The same applies to any loopholes in the contract.
6. The law of the Federal Republic of Germany shall apply exclusively, with the exception of the UN Convention on Contracts for the International Sale of Goods (CISG).