Terms and Conditions

General Terms and Conditions of IOSW Solutions Ltd.

§ 1 General

  1. The following terms and con­di­tions apply to all deli­ve­ries, ser­vi­ces, and of­fers pro­vi­ded by IOSW Solutions Ltd. These in­clude the pro­vi­sion of soft­ware, soft­ware main­te­nance, sup­port, con­sult­ing, and other ser­vi­ces.
  2. Even in the event of de­li­very, con­flict­ing terms and con­di­tions of the con­tract­ing par­ty do not au­to­ma­ti­cal­ly be­come part of the con­tract, even if not ex­pli­cit­ly ob­ject­ed to.

§ 2 Definitions

  1. The term “con­tracting party” refers to the per­son who en­ters into a con­tract with IOSW Solutions Ltd.
  2. The term “li­censee” refers to the per­son to whom IOSW Solutions Ltd grants the right to use the soft­ware ac­cor­ding to the pro­vi­sions of the end-user li­cense agree­ment.
  3. The term “cus­tomer” en­com­passes the per­son who ei­ther en­ters into a con­tract with IOSW Solutions Ltd or ac­quires a li­cense.
  4. Un­less the de­liv­er­ies and ser­vic­es are re­sold through a re­sel­ler or part­ner of IOSW Solutions Ltd, the li­censee is si­mul­ta­ne­ous­ly the con­tract­ing party.
  5. A “ma­jor ver­sion” is de­fined as the num­ber be­fore the first dot in the soft­ware ver­sion (e.g., 1.2 or 2.0).
  6. “Mi­nor ver­sions” are de­fined by the num­bers af­ter the first dot in the soft­ware ver­sion (e.g., 1.1, 1.2, 1.2.1).
  7. “Re­leased ver­sions” re­fer to all soft­ware ver­sions that have been of­fi­cially ap­proved by IOSW Solutions Ltd and are not de­pre­cated.
  8. A ver­sion is con­sid­ered “de­pre­ca­ted” when it is of­fi­cially no lon­ger main­tained by IOSW Solutions Ltd from a spe­ci­fic point in time, as con­firmed by an of­fi­cial an­nounce­ment.
  9. To ac­ti­vate the soft­ware, an en­crypt­ed li­cens­ing sys­tem is used. This in­volves an en­crypt­ed key in the form of a file and an en­crypt­ed li­cense file con­tai­ning in­for­ma­tion about the li­cense du­ra­tion and the num­ber of a­vail­able users.

§ 3 Software Provision

  1. The li­cense from IOSW Solutions Ltd is granted in per­sonalized form. To ob­tain it, the con­tract­ing party must pro­vide the name or com­pany of the li­censee.
  2. By ac­quir­ing the prod­uct, the cus­tom­er only ac­quires own­er­ship of the phys­i­cal stor­age me­dium on which the soft­ware is stored.
  3. Nei­ther the li­censee nor the con­tract­ing party may re­pro­duce parts of the doc­u­men­ta­tion pro­vid­ed with the li­censed soft­ware without prior writ­ten per­mis­sion from IOSW Solutions Ltd. Soft­ware marked as “Not for Re­sale” or “De­mo Ver­sion” may not be re­sold, trans­ferred, or used for pur­pos­es oth­er than de­mon­stra­tion, test­ing, or eval­ua­tion. Pro­per li­cens­ing is re­quired for any us­age be­yond these lim­its.
  4. The sys­tem re­quire­ments are an in­te­gral part of the con­tract. By sign­ing the re­spec­tive in­di­vid­ual con­tract, the con­tract­ing party con­firms their ac­knowl­edg­ment of them.
  5. The doc­u­men­ta­tion is pro­vid­ed in dig­i­tal form, such as on­line help. It is not a print­ed edi­tion.

§ 4 Retention of Title

  1. IOSW Solutions Ltd re­tains ow­nership of the de­liv­ered pro­gram me­dia and the right to use the soft­ware con­tained there­in un­til the full pur­chase price has been paid. If the con­tract­ing party is a mer­chant, these re­serv­a­tions ap­ply un­til full pay­ment of all claims a­ris­ing from or in con­nec­tion with the busi­ness re­la­tionship. Once the cus­tom­er ac­quires full ow­ner­ship of the pro­gram me­dia, they ob­tain the usage rights spe­ci­fied in the end-user li­cense agreement.
  2. In the event of a con­tractual breach by the con­tract­ing party, par­tic­u­larly in case of pay­ment de­fault, IOSW Solutions Ltd is en­ti­tled to re­pos­sess the re­served goods at the ex­pense of the con­tract­ing party or to de­mand the as­sign­ment of any claims for sur­ren­der from third par­ties.

§ 5 Copyrights / Exploitation Rights

  1. The software and its accompa­nying written materials are protected by copy­right. IOSW Solutions Ltd owns the prop­erty, copy­right, and other intel­lectual prop­erty rights to the soft­ware. The soft­ware is licensed and not sold.
  2. The licensee is liable for any copy­right infringe­ments caused to IOSW Solutions Ltd or any of its sup­pliers due to a violation of these con­tractual pro­visions by the licensee.
  3. If the con­tracting party resells the soft­ware, they are obligated to inform the licensee about the existing copy­rights, granted usage rights, and the liability for damages in case of infringe­ment.
  4. In the event that IOSW Solutions Ltd or its authorized agents develop custom soft­ware or customize the standard soft­ware as part of a con­tract, the copy­right and all exploitation rights remain with IOSW Solutions Ltd or its licensors.

§ 6 Software Maintenance

  1. Every licensee must enter into a separate software maintenance agreement.
  2. The duration of the agreed software maintenance is individ­ually specified in the contract. The right of IOSW Solutions Ltd to terminate the agreement for cause remains unaffected. An important reason for termination exists, in par­ticular, if the customer violates the agreed usage rights or intellectual property rights of the rights holder or fails to fulfill its payment obligations despite a reminder.
  3. During the term of the software maintenance agreement, IOSW Solutions Ltd provides maintenance and compatibility assurance services to the contracting party for the respective licensee regarding server and client operating systems.
  4. Changes to the fundamental structure and additional features that go beyond the licensed software (e.g., new add-on modules, new systems, or system components) are not included in the software maintenance. Such changes are indicated by a change in the product name or new/modified module designations.
  5. IOSW Solutions Ltd provides software maintenance exclusively for the standard functionality of the delivered software.
  6. Software maintenance covers the versions officially released by IOSW Solutions Ltd. Depre­cated versions will not receive further maintenance.
  7. IOSW Solutions Ltd reserves the right to make reasonable changes to the system requirements during the contract period.
  8. New major or minor versions of the app clients are typically provided through the Apple App Store or Google Play Store. The corresponding version for server systems will be made available to you directly via email contact.
  9. Maintenance includes changes due to mandatory legal requirements and similar events within the scope of the software maintenance agreement.
  10. As part of the maintenance, IOSW Solutions Ltd receives error reports and addresses them in minor versions as service packs or provides workarounds or error resolution information.
  11. Within the software maintenance agreement, IOSW Solutions Ltd delivers functional and/or technical enhancements of the software in the form of updates.
  12. Additionally acquired licenses will automatically be included in the software maintenance agreement at the current conditions.

§ 7 Support

  1. Every contracting party must enter into an individual support agreement.
  2. IOSW Solutions Ltd offers support for the delivered software products to the contracting party. Support includes telephonic or written assistance (e.g., email, web, …) from the business premises of IOSW Solutions Ltd. The goal of support is to help the user properly document and execute specific use cases (support tickets) and independently resolve or circumvent problems. However, support does not replace general training or introduction to the application. Therefore, support can only be provided by qualified employees of the contracting party who are familiar with the products and the system environment.
  3. IOSW Solutions Ltd provides this support from Monday to Thursday, from 9:00 to 12:00 and from 13:00 to 17:00, and on Fridays from 9:00 to 13:00, except for statutory holidays at the registered office of IOSW Solutions Ltd.
  4. As part of support, IOSW Solutions Ltd provides remote assistance if the customer meets the necessary IT requirements of IOSW Solutions Ltd (at least DSL with an upload speed of 2048 kbps and TeamViewer / Microsoft Teams / Apple FaceTime).
  5. Response times, answer times, or potential resolution times are not defined in the general support agreement. However, IOSW Solutions Ltd will attempt to prioritize support tickets based on urgency and importance. Additional agreements regarding specific response times require a separate contract.

§ 8 Services

Unless explicitly stated as a “fixed price,” services will be billed based on the actual effort involved and must be paid immediately upon receipt of the invoice.

§ 9 Delivery / Partial Delivery / Acceptance

  1. IOSW Solutions Ltd reserves the right to make partial deliveries and partial invoices. If the customer requests changes or additions to the order after it has been placed, or if other circumstances arise that make timely delivery by IOSW Solutions Ltd impossible, even though these circumstances are not the responsibility of IOSW Solutions Ltd, the delivery date will be reasonably postponed. If IOSW Solutions Ltd is prevented from delivering the agreed-upon service on time due to procurement, production, or delivery disruptions at its own company or its suppliers, general legal principles apply. In this case, the customer can set an additional deadline of six weeks after one month has passed.
  2. If the non-compliance with a binding delivery deadline can be proven to be attributable to circumstances for which IOSW Solutions Ltd is not responsible according to general legal principles, the delivery period will be reasonably extended. The customer can withdraw from the contract regarding the unfulfilled part if they set a reasonable additional deadline for IOSW Solutions Ltd after the extended period has expired. A written notice of withdrawal is required if IOSW Solutions Ltd does not fulfill the service within the additional deadline. In this case, the customer is only entitled to compensation if IOSW Solutions Ltd has caused the damage intentionally or through gross negligence. Further claims for damages by the customer are excluded to the extent permitted by law.
  3. If the creation of custom software has been agreed upon and it has been installed, the customer is obliged to test it immediately and, if it functions properly, to declare acceptance in writing. Insignificant defects do not justify the refusal of acceptance. If the customer refuses acceptance, they must provide a written explanation for the refusal within 10 working days. If IOSW Solutions Ltd does not receive an acceptance statement by this deadline, the software will be deemed accepted.

§ 10 Invoicing / Payment Terms / Activation

  1. The prices stated are exclusive of applicable VAT.
  2. The invoicing of the agreed services will be done exclusively by electronic means via email. If the contracting party requests a printed invoice by mail, a processing fee per invoice will be charged.
  3. IOSW Solutions Ltd reserves the right to withhold its services and to demand advance payments or security deposits until any outstanding deliveries and services have been provided.
  4. The customer only has the right to offset if their counterclaims have been legally established, are undisputed, or have been acknowledged in writing by IOSW Solutions Ltd. The customer’s right of retention is excluded unless their counterclaim results from the same contractual relationship, is undisputed, acknowledged in writing, or legally established.
  5. IOSW Solutions Ltd reserves the right to restrict the use of the delivered software by not providing the customer with an activation code. If the customer fails to make the payments for maintenance in a timely manner, IOSW Solutions Ltd has the right to restrict the use of the software by excluding the customer from further maintenance. The same applies to demo versions and trial versions.

§ 11 Travel Time, Expenses, On-Site Costs

  1. The on-site assignments are exclusively carried out by our co­operation partners who are located in the same country as the customer’s site. These partners are authorized to invoice the customer for the services provided.
  2. The costs for travel time and car travel will be invoiced separately according to the current con­ditions, taking into account the applicable regulations.
  3. Meal allowances will be calculated based on the legally established rates for the respective country.
  4. Other expenses such as flights, trains, parking, taxis, accommodation, and expenses will be invoiced based on the actual costs incurred.

§ 12 Warranty

  1. IOSW Solutions Ltd warrants that the software and updates of the IOSW Solutions Ltd software are free from material defects at the time of delivery for a period of one year. Insignificant defects will not be taken into account.
  2. Obvious defects must be reported in writing by the contracting party immediately, but no later than two weeks after delivery. Other defects must be reported in writing immediately upon discovery. Warranty claims are void for defects that are not reported in a timely manner. IOSW Solutions Ltd provides an online reporting tool on its website at https://iosw.net.
  3. The contracting party shall assist IOSW Solutions Ltd in rectifying the defects and provide all necessary information and documents. In particular, the contracting party should describe the defect in a way that allows it to be reproduced in an environment that meets the system requirements of IOSW Solutions Ltd This can be done, for example, by providing a detailed description of the process leading up to the occurrence of the error.
  4. The contracting party’s claims for defect rectification do not apply to software that the contracting party or the licensee modifies independently, such as adjustments to reports, active server jobs, changes to the database structure, manual data changes, or changes to the data through self-developed programs. Likewise, the warranty does not cover the use of the software outside the system environment specified in the contract or documentation (system requirements), unless the contracting party can prove that this use is not causally related to the reported defect. The same applies to operator errors.
  5. If the software has a defect, the contracting party is initially entitled to rectification. IOSW Solutions Ltd may temporarily perform provisional rectification by offering the contracting party reasonable solutions, such as providing a service pack or updates. If rectification fails twice, the contracting party may, after setting a reasonable deadline, reduce the remuneration accordingly or demand a replacement delivery.

§ 13 Faulty Defect Notification

  1. If it turns out that an alleged defect in the software is due to incorrect operation by the contracting party and the program documentation contains clear instructions for problem analysis and defect resolution, IOSW Solutions Ltd may request reasonable reimbursement for its involvement. This means that IOSW Solutions Ltd wants to be reimbursed for the expenses it incurred due to the contracting party’s incorrect operation.
  2. If the work to rectify the defect has not yet been completed, IOSW Solutions Ltd may make the continuation of these works dependent on a corresponding payment. This means that IOSW Solutions Ltd will only continue the work to resolve the problem once a reasonable payment has been made by the contracting party.

§ 14 Data Backup

  1. According to the contractual provisions, the customer is obligated to perform proper data backups. This includes, in particular, the obligation to perform a data backup immediately before carrying out any maintenance services. The customer should keep all data used or generated in connection with the software as machine-readable backup copies. These backup copies should allow for the restoration of lost data with reasonable effort.
  2. The exact procedure for performing the data backup may be specified in the agreed documentation or in the instructions provided by IOSW Solutions Ltd. It is important for the customer to comply with this obligation in order to prevent potential data loss or data corruption and to enable data restoration in case of any issues.

§ 15 Liability

  1. According to the contractual provisions, IOSW Solutions Ltd shall not be liable for third-party claims, losses, damages, or costs, including lost profits, management time, or savings. This also applies to indirect or consequential damages of any kind arising from the unavailability, interruption, or loss or alteration of data. It is the customer’s responsibility to perform regular and proper data backups. IOSW Solutions Ltd recommends that the customer perform daily data backups to prevent potential data loss.
  2. The company assumes no responsibility for losses or damages that may occur to a customer due to viruses or other harmful components that may infect the customer’s equipment, programs, or data as a result of using the website or the company’s products. Each customer is responsible for configuring their information technology, computer programs, and platform for accessing or using the website or the company’s products. Additionally, each customer must use their own antivirus software.
  3. Claims for damages must be reported to IOSW Solutions Ltd in writing within 14 days of the occurrence of the damage. If the damage is not reported within this period, IOSW Solutions Ltd shall not be liable unless the customer can prove that they had no knowledge of the damage and could not have reported it within the deadline.
  4. In the event of data loss, IOSW Solutions Ltd shall only be liable for the expenses that would have been necessary for data restoration through proper electronic data backup by the customer (see Section 14).
  5. IOSW Solutions Ltd assumes no liability for the specific success intended by the customer through the use of the software. The responsibility for achieving specific results lies with the customer.

§ 16 Data Protection / Confidentiality

  1. According to the agreements, the customer is obliged to provide IOSW Solutions Ltd with all relevant information that goes beyond legal requirements and is necessary for IOSW Solutions Ltd due to data protection and confidentiality requirements. The customer is responsible for complying with data protection laws and regulations as well as IT security requirements.
  2. If the performance of maintenance services or services within the warranty is not possible without access to personal data by IOSW Solutions Ltd or the respective software manufacturer, the customer is informed that, in accordance with legal requirements, they must inform the individuals affected that they are sharing their data with IOSW Solutions Ltd and/or the software manufacturer or granting them access to their data. The customer is aware that they must obtain the consent of the individuals affected in an appropriate form before performing the maintenance services or warranty services.
  3. Both the customer and IOSW Solutions Ltd are obligated to treat all confidential information, trade secrets, and operational secrets obtained in the course of the contractual relationship as confidential and not to disclose them to third parties or use them for purposes other than the fulfillment of the contract, unless necessary for the fulfillment of the contract. There is an obligation of confidentiality.

§ 17 Final Provisions

  1. According to the agreement, no collateral agreements have been made. Amendments to the concluded contracts require written form, including this written form clause.
  2. If individual provisions of this agreement are or become ineffective, this shall not affect the validity of the remaining provisions. In place of the ineffective provision, an effective provision shall be deemed to have been agreed upon that comes closest to the originally intended purpose.
  3. UK law, excluding the United Nations Convention on Contracts for the International Sale of Goods (CISG), applies to the legal relationship between IOSW Solutions Ltd and the contracting party.
  4. If the customer is a merchant, a legal entity under public law, or a special fund under public law, the place of jurisdiction is agreed to be the registered office of IOSW Solutions Ltd However, IOSW Solutions Ltd reserves the right to sue the customer at their general place of jurisdiction.
  5. The place of performance for all obligations and liabilities is the registered office of IOSW Solutions Ltd