General Terms and Conditions of wrelax GmbH

Status February 2022

§ 1 Subject matter of the contract and scope of application

1.1 The following terms and conditions contain the provisions under which wrelax GmbH (hereinafter referred to as wrelax) provides deliveries and services of any kind in dealings with entrepreneurs. The type of services (purchase, work, maintenance or service contract, licence use) is usually indicated as such in the order document.

1.2 The deliveries and services of wrelax are exclusively subject to the terms and conditions of wrelax. The validity of the customer's terms and conditions is expressly rejected unless wrelax has expressly agreed to their validity.

1.3 A contract shall be concluded upon booking of an offer at Price Models by the Customer or by means of a written order by the Customer and receipt of a corresponding order confirmation by wrelax by the Customer, at the latest, however, upon use of the wrelax App by the Customer or upon provision of the deliveries and services by wrelax.

1.4 Further details for deliveries and services - e.g. service description, schedule, fee or special agreements shall be regulated in the order document. This may also result in further conditions which are provided by wrelax and become part of the respective contract as annexes and order documents.

1.5 In the event of contradictions between the terms and conditions of the various contract documents, the provisions of annexes shall take precedence over the provisions of these terms and conditions. The terms and conditions of any Contract Document shall prevail over the terms and conditions of any Schedule and the terms and conditions of these Conditions.

§ 2 Terms of payment, price

2.1 The Supplies and Services shall be invoiced on a time and materials basis or at a fixed price. Additional fees (e.g. travel expenses) may be charged. wrelax will inform the Customer in advance of such additional fees in individual cases.

2.2 The amount to be paid for a wrelax user licence is a subscription fee for a fixed term of the licence, unless otherwise agreed, over 12 months. One-off fees for a licence may have to be expressly agreed.

2.3 For software subscriptions, the monthly rental fee includes the licence and maintenance fee for that month. Unless deviating conditions are expressly agreed in writing, a software subscription shall be automatically extended by the same term after the term booked according to the price list if it is not terminated in writing by one of the contracting parties one month before the end of the term. wrelax may make the conclusion or extension of a software subscription dependent on the granting of a SEPA company direct debit mandate or the deposit of a company credit card.

2.4 In the case of services on a time and material basis, the working and travelling times incurred as well as any waiting times that may arise shall be charged at the rates of remuneration agreed in each case and the parts used shall be charged at the prices valid at the time of the service. Other expenses, including accommodation and travel costs, shall be charged additionally.

2.5 Prepaid services and events must be used by the client during the agreed contract period. Unless otherwise agreed, the Client shall not receive any credit or refund for Services and Events not used.

2.6 In the case of ongoing projects with partial invoices, invoices shall be issued monthly at the end of the respective calendar month or otherwise after performance of the service.

2.7 For customised order developments (contract for work and services) a partial amount of 30% of the total remuneration shall be invoiced upon acceptance of the order by wrelax, a further 30% upon completion and the remaining 40% upon acceptance by the customer.

2.8 Invoices are due on receipt without deduction. After the due date of the invoice interest on arrears in the amount of 5% and after the occurrence of default interest on arrears in the statutory amount will be charged. We reserve the right to claim further damages in the event of default in payment.

2.9 Value added tax shall be invoiced separately at the rate applicable at the time of performance. If further, e.g. foreign, taxes are incurred, these shall also be invoiced.

2.10 If payment terms are not met or circumstances become known which, according to wrelax's due commercial discretion, give rise to justified doubts about the creditworthiness of the customer, including such facts which already existed at the time of the conclusion of the contract but which were not known or should not have been known to wrelax, all claims arising from the business relationship shall become due immediately. Notwithstanding further legal rights, wrelax is entitled in these cases to demand advance payment for outstanding deliveries and services or the provision of securities acceptable to wrelax and to withdraw from the contract or to demand compensation for damages due to non-fulfilment after the unsuccessful expiry of a reasonable period of grace for the provision of such securities. Furthermore, wrelax is entitled to prohibit the resale or processing of the goods owned or co-owned by wrelax and to demand their return to wrelax or the granting of co-ownership at the expense of the customer. Such a demand shall not be deemed to be a withdrawal from the contract, insofar as this is legally permissible.

2.11 The Customer shall only have a right of retention or right of set-off with regard to such counterclaims which are not disputed or have been legally established; this shall not apply to counterclaims arising from the same contractual relationship.

§ 3 Use of personnel

3.1 The Customer and wrelax shall each deploy employees who are qualified to fulfil the obligations incumbent on the respective party under the contract. In all other respects the parties shall be responsible for the selection and deployment as well as the supervision, management, control and remuneration of their respective deployed employees.

3.2 wrelax is entitled to commission third parties (e.g. suppliers) or affiliated companies as subcontractors with the provision of the agreed services or parts thereof.

§ 4 wrelax Business Partner

4.1 wrelax has concluded agreements with certain partners ("wrelax Business Partners") for the marketing and support of certain products and services. Insofar as a wrelax Business Partner brokers wrelax products and services, the terms and conditions of the agreement concluded between the Customer and the wrelax Business Partner shall apply exclusively in the relationship between the Customer and wrelax. wrelax is not responsible for the business activities of the wrelax Business Partner or for any promises made by the Business Partner to the Customer or for products and services offered by the wrelax Business Partner under its own contracts.

4.2 If wrelax itself has negotiated individual prices with a customer, but has the services owed provided in part or in full by a wrelax Business Partner, no prices other than those agreed by wrelax with the customer may be charged to the customer by this wrelax Business Partner. A partner price list shall not apply in this case. The same applies to companies associated with wrelax through participation.

§ 5. Acceptance of work performances

5.1 wrelax may demand a written declaration of acceptance from the customer for all services which are subject to acceptance. The customer shall immediately accept services in accordance with this § 5. For this purpose an acceptance protocol to be signed by the customer can be drawn up.

5.2 If a contract for work has as its subject matter several individual works which can be used by the Customer independently of each other, then these individual works shall be accepted separately.

5.3 If partial works are defined in a contract for work and services, wrelax may present partial works for acceptance. In the case of later acceptance only the functioning of the new partial work and the correct interaction of the previously accepted partial works with the new partial work shall be checked.

5.4 If the contract contains the creation of a concept, in particular for the specification, modification or extension of standard software, wrelax can demand a separate acceptance for the concept.

5.5 Due to errors in devices and programmes of other manufacturers which are not delivered under the contract and/or operating errors for which wrelax is not responsible, neither the acceptance test can be extended nor the acceptance refused.

5.6 The customer has to check the performance result within 15 working days and either declare acceptance in writing through the contact person or inform wrelax of the defects found with a precise description and indication of the error symptoms. If he does not declare within this period or uses the service without giving notice of defects, the service shall be deemed to have been accepted. Insignificant defects do not entitle the customer to refuse acceptance. The productive use or productive commissioning of (partial) services by the Customer shall in any case be deemed as acceptance of the respective (partial) service.

5.7 wrelax shall remedy the defects notified in accordance with para. 6 within a period appropriate to the severity of the defect. After notification of the rectification of defects the customer shall inspect the result of the performance within five working days. In all other respects, para. 6 shall apply accordingly.

5.8 The obligation of wrelax to rectify defects in accordance with the provisions of these terms and conditions remains unaffected.

§ 6. Contents of the rights of use in the case of subscriptions (licences)

6.1 The programme is the property of wrelax and is protected by copyright and licensed, but not sold. The customer receives a non-exclusive right to use the programme (licence) from wrelax if it has been legally acquired. The customer is entitled to 1.) use the programme to the extent defined below and 2.) make copies of the programme, including a backup copy. Make and install copies of the Programme, including a backup copy to support such use. The terms of this Licence shall apply to each copy.

6.2 The Customer undertakes that each User shall use the Programme (whether accessed locally or from a remote system) as intended and shall comply with these Terms and Conditions.

6.3 The Customer is not entitled to (a) copy or otherwise reproduce the Software or any part thereof. However, the respective authorised user may make backup copies of the software for the duration of his period of use if this is necessary to secure future use; (b) modify, translate, reverse engineer, decompile or disassemble the software or parts thereof; (c) create derivative works from the software within the meaning of copyright law or reproduce, modify, translate or create written material derived therefrom.

6.4 Transfer of Rights and Duties The Customer may only transfer a Program and all licence rights and duties to a third party if the third party agrees to be bound by the terms of these Terms and Conditions. If the Programme is transferred, the Client must also include a copy of these Terms and Conditions. After the transfer, the customer is no longer entitled to continue using the programme.

6.5 Restriction of use The right to use the Programme is subject to full payment of the fee agreed between the parties (§ 2.2). If the Customer is in arrears with the payment of the fee, wrelax may, without prejudice to its other rights, prohibit the Customer from using the programme after the expiry of a reasonable grace period until full payment has been made.

6.6 Special Licence Conditions, wrelax may, on the basis of agreements with third parties, provide parts of its software with special licence conditions and/or obligations of the Licensee. These will be made available to the Licensee in advance and must be accepted by the Licensee in writing to wrelax if applicable.

§ 7 Other property rights and rights of use

7.1 An order document shall specify the materials which are to be handed over to the Customer in accordance with the agreed scope of services. Materials (work results) are written works or other works protected by copyright in written, machine-readable or other form of representation, such as programmes, programme lists, auxiliary programmes, documentation, protocols, drawings, training documents and similar works.

7.2 All rights to the work results - in particular the copyright, the rights to inventions as well as technical property rights - shall be exclusively vested in wrelax in relation to the Customer, even insofar as the work results have arisen as a result of the Customer's specifications or cooperation. Unless otherwise agreed in writing, the customer has a simple right of use to the work results with the complete payment of the partial amounts due up to and including acceptance for the purpose of processing his internal business transactions and those of such companies which are affiliated with him within the meaning of § 15 AktG ("group companies") to the same extent as for the wrelax standard software. The use exclusively for test purposes is permitted to the necessary extent prior to acceptance. The customer is entitled to make necessary backup copies of the work results. Each backup copy is to be marked as such and provided with the copyright notice of the original data carrier.

§ 8. Health requirements

8.1 Employees with pre-existing mental or physical illnesses should consult their doctor or therapist before using wrelax or participating in the events and prevention programmes offered. wrelax or the events and prevention programmes offered are in no way a substitute for any necessary medical or therapeutic care. In the case of acute mental or physical illnesses requiring treatment, participation in the services offered by wrelax is only possible after consultation with a doctor and his or her okay.

8.2 Acute mental and physical illnesses requiring treatment are absolute exclusion criteria. If such restrictions apply, then a doctor or therapist should be consulted before participation in this course, who can decide on a case-specific and individual basis whether participation in the programme makes sense.
The use of wrelax events and prevention programmes is at your own risk.
A good general state of health is a basic prerequisite for using wrelax. If you have any known pre-existing conditions, please seek medical advice before starting to use wrelax. This applies in particular to physical and mental illnesses.

§ 9 Warranty

9.1 In the case of services wrelax guarantees that the contractually agreed performance features are fulfilled and correspond to the scope of services. In the case of the use of standard programmes (licences) wrelax guarantees that the programme corresponds to its specifications when used in the specified operating environment; such a guarantee only applies to the unchanged part of the programme. In the case of services there is no entitlement to warranty.

9.2 Without prejudice to the Customer's warranty rights, it is pointed out that according to the state of the art it is not possible to exclude errors in programmes and information technology materials under all conditions of use. wrelax therefore neither warrants uninterrupted nor error-free use of a programme or service.

9.3 The warranty period is twelve months from the date of performance or delivery or acceptance, with the exception of the cases regulated in § 10.8.

9.4 In the case of purchase contracts, the customer must inspect the goods immediately upon receipt and give notice of defects in writing without delay, at the latest within seven days of receipt of the goods. If the customer fails to inspect the goods or to notify us in due form and time, he shall not be entitled to any claims arising from defects. The timeliness of the notification depends on the time of receipt by wrelax.

9.5 In the event of justified notices of defect wrelax shall be obliged at its own discretion to subsequent performance either by delivery of faultless replacement goods or by rectification of defects. Replaced parts become the property of wrelax. wrelax is entitled to refuse subsequent performance in accordance with the statutory provisions.

9.6 If wrelax does not comply with the obligation of subsequent performance, the customer can choose to withdraw from the contract or reduce the price after having granted wrelax a reasonable period of grace, unless this is dispensable according to the statutory provisions. In the event of withdrawal the customer shall be liable for deterioration, loss and unrealised benefits not only for the customer's own due diligence but also for any negligence on the part of wrelax.

9.7 Further claims for damages and reimbursement of expenses on the part of the customer on account of or in connection with defects or consequential damage caused by defects, irrespective of the legal grounds, shall only exist in accordance with the provisions in § 10. In this case too, however, wrelax shall only be liable for the typical and foreseeable damage.

9.8 A warranty obligation on the part of wrelax does not apply if there are no defects, i.e. in particular if defects are due to improper use, incorrect or negligent handling, natural wear and tear or intervention by the customer or third parties.

§ 10 Exclusion and limitation of liability

10.1 In the event of slight negligence Wrelax shall only be liable for all claims directed against wrelax for damages and reimbursement of expenses due to a breach of duty for which wrelax is responsible, irrespective of the legal grounds, in the event of a breach of material obligations which jeopardises the purpose of the contract. Otherwise the liability of wrelax for slight negligence is excluded.

10.2 In the case of liability according to § 10.1 and liability without fault wrelax shall only be liable for the typical and foreseeable damage. The assertion of useless expenses by the customer is inadmissible.

10.3 In the event of slight negligence wrelax shall only be liable for damages caused by delay up to a maximum of 5% of the net order value.

10.3 In the event of slight negligence wrelax shall only be liable for damage caused by delay up to 5% of the net order value.

10.4 In the event of liability in accordance with § 10.1 and liability without fault, wrelax shall be liable per case of damage up to an amount of EUR 30,000.00 or, if the value of the service causing the damage is higher, up to the amount of the price of the service causing the damage. This also includes the reimbursement of futile expenses.

10.5 In the case of liability according to § 10.1 and liability without fault wrelax is not liable for indirect damages or consequential damages, even if wrelax was informed about the possibility of such damages. This also includes the reimbursement of futile expenses insofar as these are indirect and consequential damages.

10.6 The exclusion of liability in accordance with the above paragraphs shall apply to the same extent in favour of the organs, legal representatives, executive and non-executive employees and other vicarious agents of wrelax.

10.7 All claims for damages and reimbursement of expenses against wrelax shall become statute-barred twelve months after delivery of the goods or acceptance or provision of services, in the case of tortious liability from knowledge or grossly negligent ignorance of the circumstances giving rise to the claim or the person liable to pay compensation. This does not apply in the case of intent and in the cases mentioned in § 10.8.

10.8 The provisions of §§ 10.1 to 10.7 as well as § 9.3 shall not apply in the case of strict liability, in the case of liability for injury to life, body or health, in the case of the assumption of a guarantee of quality or in the case of fraudulent concealment of a defect.

§ 11 Data processing for own purposes

11.1 The Customer consents to wrelax processing and using contact information for the purpose of conducting and promoting the business relationship (including marketing purposes) between the Customer and the wrelax Companies (hereinafter referred to as the "Purpose" in this clause). Contact information is business-related contact information made available to wrelax by the Customer; this includes, but is not limited to, names, job titles, business addresses, telephone numbers and email addresses of employees and contractual partners of the Customer. wrelax companies are wrelax GmbH with its registered office in Langenfeld (Germany), its affiliated companies and wrelax Business Partners, as well as their subcontractors.

11.2 The Customer further agrees that contact information may be made available to, and processed and used by, wrelax companies within the scope of the purpose of use. wrelax shall process and use all contact information in this context within the scope of the applicable regulations on data protection and electronic communication within the scope of the purpose of use.

11.3 Where required by the regulations on data protection and electronic communication, the Customer warrants that it has obtained or will obtain the prior consent of the contact persons and has informed or will inform them accordingly. In doing so, the customer ensures that wrelax companies can process and use the contact information within the scope of the purpose of use and can contact the contact persons, e.g. also by e-mail.

11.4 The Customer agrees to the transfer of contact information to countries outside the European Economic Community subject to the proviso that wrelax ensures an appropriate level of data protection by taking suitable measures. This can be done, for example, by concluding the standard contractual clauses published by the EU Commission or other contractual agreements approved by the competent data protection authority.

§ 12 Cooperation obligations and resources of the customer

12.1 The customer's cooperation services are a prerequisite for the scheduled and successful provision of services by wrelax.

12.2 The Customer shall cooperate in the fulfilment of the order to the required extent free of charge by, for example, providing employees, IT systems, data and telecommunication facilities as well as procuring the necessary licences or permits for the use of the aforementioned resources. He shall grant wrelax access to the software and the IT systems directly and by means of remote data transmission. He shall answer questions and check results.

12.3 The Customer shall name in writing a contact person for wrelax and an address and e-mail address at which the contact person can be reached. The contact person must be able to make the necessary decisions for the customer or to bring them about immediately. The contact person shall ensure good cooperation with the contact person at wrelax. The employees of the Customer whose work is required shall be released from other activities to a reasonable extent.
12.4 The customer shall thoroughly test work results for freedom from defects and for usability in the specific situation before starting their operational use. This shall also apply to services which he receives within the scope of subsequent performance and maintenance.

12.5 Unless otherwise agreed, the Customer shall be responsible for all data and content of databases provided by the Customer in connection with the Services under the Contract, the selection of measures and controls concerning access, security, encryption, use and transmission of data and all stored data.

12.6 The Client shall take reasonable precautions in the event that the Work Results are subject to disruption (e.g. through data back-up, fault diagnosis, regular review of results). In the absence of an express written indication in individual cases, the employees of wrelax can always assume that all data with which they may come into contact are backed up.

12.7 The customer shall fulfil the obligations to cooperate incumbent upon him in due time. Supplementary provisions shall be contained in the individual contract, if applicable. If the customer does not fulfil his duties to cooperate or does not fulfil them in time and if this results in damages, delays and/or additional expenses, wrelax shall not be liable for such damages and wrelax may - without prejudice to further legal rights - demand changes to the schedule and the agreed prices/fees. Furthermore, wrelax can set the customer a reasonable period of grace to fulfil the obligations to cooperate, after the expiry of which wrelax is entitled to terminate the contract. However, an automatic cancellation of the contract after the expiry of the period of grace will not take place.

§ 13 Other Rights and Obligations of the Parties

13.1 The Customer and wrelax agree that 1. the Customer shall not have the right to use trademarks, company logos or other distinctive signs of wrelax in advertising or publications without the prior written consent of wrelax; 2. the exchange of confidential information shall require a separate written agreement; 3. each party shall only grant the other such licences and rights as are expressly specified and agreed. No further licences or rights (including those to use patents) are granted; 4. any disagreements or complaints are to be resolved in partnership first. In particular, before taking legal action for non-fulfilment of a contractual obligation, each party shall enable the other to fulfil it in a reasonable manner; 5. claims arising from the contract shall be subject to a three-year limitation period, unless otherwise provided for in § 9 or § 10. Excluded from this are claims for which a longer period is mandatorily provided for by law; 6. with the exception of payment obligations, neither party is responsible for the non-fulfilment of obligations for reasons beyond its own control; 7. the assignment of rights arising from a contract, with the exception of payment claims by wrelax, requires the prior written consent of the other party. The consent can only be refused for good cause. The sale of a part of wrelax's business, which affects all wrelax customers equally, is not considered an assignment in the aforementioned sense. Furthermore, a third party cannot derive any rights from the contract; 8. the customer is not entitled to market or otherwise provide services under the contract or parts thereof contrary to the provisions of these terms and conditions; 9. the customer bears the responsibility for the results sought and achieved through the use of the services. 10. the Customer shall provide wrelax with sufficient, free and secure access to its premises and systems (including remote access) and shall provide information, personnel and other resources to the extent necessary for wrelax to provide the Services; 11. both parties shall be responsible for compliance with any import and export laws and regulations (including US regulations which prohibit export or restrict certain uses or users) applicable to them.

13.2 The Customer agrees that wrelax may name the service relationship with the Customer as a reference and in particular refer to the provision of services to the Customer in websites, print media and other advertising materials.

§ 14 Retention of Title

14.1 wrelax shall retain title to delivered goods until all claims of wrelax arising from the business relationship with the Customer, including claims arising in the future from contracts concluded at a later date and including any recourse or indemnity claims arising from bills of exchange or cheques, have been settled. This shall also apply to a balance in favour of wrelax if individual or all claims of wrelax are included in a current account and the balance is drawn.

14.2 The Customer shall insure the goods subject to retention of title sufficiently and in particular against fire and theft. Claims against the insurance company arising from a case of damage affecting the goods subject to retention of title are hereby already assigned to wrelax in the amount of the value of the goods subject to retention of title, which accepts this assignment.

14.3 The Customer shall not be permitted to pledge, grant ownership by way of security or otherwise dispose of the goods subject to retention of title. The customer shall inform wrelax without delay of any seizure by third parties or any other access by third parties to the goods subject to retention of title, the opening of insolvency proceedings against the customer's assets and any other legally relevant events which could affect wrelax's rights.

§ 15 Termination

15.1 The contract can be terminated without notice in writing by the customer or wrelax for good cause if the respective other fails to fulfil its contractual obligations - even after granting a reasonable period of grace. However, termination shall be excluded in the case of insignificant breaches of contract.

15.2 In the event of termination by the Customer, the Customer shall be obliged to pay for the services rendered up to the termination of the contract as well as for the materials delivered up to that point (in the event of extraordinary termination for a reason for which wrelax is responsible only those materials which are usable for the Customer), as well as to reimburse wrelax for other costs and claims arising from the provisions of the contract or the statutory provisions.

15.3 Insofar as contractual conditions are not limited in time by their nature, they shall continue to apply after the termination of the contractual relationship; this shall also apply to any legal successors and authorised representatives.

§ 16 Written form requirement

All amendments or additions to a contract require the consent of both parties. This shall also apply to any amendment or cancellation of this written form clause.

§ 17 Place of performance/jurisdiction/applicable law

17.1 The place of performance for all contractual obligations is the registered office of wrelax. The place of jurisdiction for all disputes is the factually competent court at the registered office of wrelax. wrelax is, however, also entitled to sue the customer at his general place of jurisdiction.

17.2 The law of the Federal Republic of Germany shall apply exclusively to all legal relationships between the customer and wrelax.

17.3 If the Customer has its registered office outside Germany, the United Nations Convention on Contracts for the International Sale of Goods (CISG) shall apply with the following special provisions: (a) Amendments to or cancellation of the contract must be in writing. This also applies to agreements to abandon this written form requirement. (b) In the event of the delivery of goods which do not comply with the contract, the customer is only entitled to the right to cancel the contract or to a replacement delivery if claims for damages against wrelax are excluded or if it is unreasonable for the customer to utilise the goods which do not comply with the contract and to assert the remaining damage. In these cases wrelax is initially entitled to remedy the defect. If the rectification of defects fails and/or leads to an unreasonable delay, the customer is entitled to choose between declaring the cancellation of the contract or demanding a replacement delivery. The customer shall also be entitled to do so if the rectification of the defect causes an unreasonable inconvenience or if there is uncertainty about the reimbursement of any expenses incurred by the customer.

§ 18 Severability clause

Should individual conditions or parts of the contract be or become invalid or unenforceable, the remaining conditions and parts of the contract shall remain in force. In the event that any provision of these terms and conditions is or becomes invalid, the parties undertake to reach an amicable settlement the economic effect of which corresponds as closely as possible to that of the invalid provision.

§ 19 Authoritative German version

The English version of these Terms and Conditions is provided for convenience only. The German version shall be the sole authoritative version and shall be the sole binding version for interpretation purposes.