General Terms and Conditions

The following General Terms and Conditions (“GT&Cs”) govern the legal relationship between you and us (“zapliance GmbH“, Holzdamm 57, 20099 Hamburg, Germany) in relation to all Products (as defined below), which can be purchased on this website (hereinafter referred to as the “website”) and all Transactions (as defined below), which can be made via the website. Deviating regulations are only valid if they have been agreed in writing between all parties. This written form requirement also applies to the waiver of the written form.

Version of GT&C: 3.1 of 18.07.2023

Unless we expressly state otherwise, all Transactions, all Products and your use of such Products are subject to these GT&Cs.

I. Products

1. The user may access some of our Products free-of-charge after registration. Other Products are accessible on a payable basis. For access to the various Product and Service offers on the website, the normal rates of connection of connection providers, e.g. Internet Service providers, apply.
2. Activation of advanced functions
   Some of our digital products can only be used in whole or in part (“extended functions”) if they have been activated beforehand (“activation”).
   • Response Key voucher: To activate an extended function, you must first purchase a “Response Key voucher”. A Response Key voucher includes the right to receive a “Response Key” (by sending a “Challenge Key” on our website).
   • Challenge Key: Our software generates an electronic key (“Challenge Key”), which must then be entered on our website. Based on the Challenge Key entered, you will then be sent the appropriate Response Key electronically.
   • Response Key: The extended functions of our digital products can then be activated by entering the Response Key in our software.
3. All our Products, e.g. Software, Challenge Keys, Response Keys, Response Key vouchers and other protectable items (referred to collectively hereinafter as the “Digital Products“) or services, such as training, workshops or support (referred to collectively hereinafter as the “Services“) (all of the above being referred to together as the “Products“) are protected by intellectual property rights. All rights to the Products are retained by us and/or our licensors or suppliers. Subject to compliance with the provisions of these GT&Cs, as well as with all other applicable terms of business that are concluded with you by us and/or our licensors as the basis of our legal relationship with you, in accordance with these GT&Cs you have a restricted right to use the purchased Products exclusively for your own commercial purposes, whereby this right may only be transferred to others if it is legally permitted to do so.
4. The making available of Digital Products for download does not constitute any granting of rights extending beyond the provisions of these GT&Cs or any waiver of any one of our rights or of the rights of the copyright owners or owners of other rights to such Digital Products, or to content or other copyrightable media, which is embodied in or associated with such Products. You understand that the website and the Digital Products include and/or rely on a security framework using technology that protects Digital information and imposes usage rules established by us, our affiliates and our (or their) licensors, and you hereby agree to abide by such usage rules, including those set out in Clause VIII (“License Terms“).

II. Product purchases

1. Free Digital Products (software) can be downloaded from our website free-of-charge and in accordance with the License Terms as per Clause VIII.
2. Response Key vouchers can be purchased by you as a continuing obligation in the form of a free of charge or paid subscription. Response Key vouchers enable the creation of Response Keys.
3. Subscriptions consist of a given or unlimited number of vouchers for Response Key vouchers and optional services, which grant entitlement to use the respective Product within the scope specified in the Product description for the billing period concerned.
   • The term of a subscription is determined in accordance with the billing period notified to the user at the time of placing the order. Response Key vouchers only apply within the service period. The subscription agreement is extended at the end of each billing period by a subsequent billing period and remains in effect until it is terminated in accordance with Clause 6 (“Termination of subscription”).
   • The Reponse Key vouchers are granted and the possibility of use is made available in return for a total price. This total price for a billing period is due, independent of whether or how a customer makes use of the offer, and thus in particular also in the event that the customer does not or does not fully redeem the Response Key vouchers or services granted to it. The possibility given by us of using the Response Key within the billing period in itself constitutes fulfillment of our contractual obligation to perform, i.e. Response Key vouchers not used during the service period expire. The options for using the services and Response Key vouchers for generating response keys by us within the service period also represent the fulfillment of our contractual obligation to perform.
4. Response Key vouchers or services can also be purchased as individual product orders subject to payment.
5. If you wish to purchase Products offered via the website, you will be asked to provide certain information in relation to such a Transaction. By initiating a Transaction, you declare that
   • you are of the age of majority and are legally capable of forming a binding contract with us;
   • you have the legal right to use the means of payment selected by you and
   • the purchased Products are to be used exclusively for your own commercial purposes.
   • By submitting such information, you grant us the right to use such information in accordance with Clause 9 (“Data protection”), in particular by providing such information to third parties for purposes of facilitating the completion of Transactions initiated by you or on your behalf by third parties. Verification of information may be required prior to the confirmation or completion of any Transaction.
6. Descriptions and images of, and references to, Products on the Site do not constitute any guarantees on our part in relation to such Products. We reserve the right to change Product descriptions, images, and references; limit the available quantity of any Product; bar a user from making Transactions; refuse to provide any user with any Product; and/or refuse or cancel any Transaction prior to our acceptance of such a Transaction pursuant to this Section 2. The price and availability of any Product offered are subject to change without notice until a legally binding purchase agreement is concluded. Product prices are stated as net prices exclusive of sales tax, unless expressly stipulated otherwise in these GT&Cs, in any other applicable terms of business that are concluded with you by us and/or our licensors as the basis of our legal relationship with you or in the Product description. You shall pay all charges to us and third parties that may be incurred by you, at the price(s) in effect when such charges are incurred, and in particular, the purchase price, as well as all shipping and handling charges. In addition, you remain responsible for any taxes and other duties (including any customs duties) that may be applicable to your Transactions.
7. Except to the extent provided otherwise by law, all Transactions made via the website (including the third-party websites integrated in the handling process) and accepted by us are binding, and payments made as a result of such Transactions are non-refundable, unless expressly stipulated otherwise in these GT&Cs. We or our appointed representatives will inform you if all or any portion of your order is canceled or if additional or different information is required to accept your order.
8. To make a Transaction on the website, please follow these steps:
   • To order one or more Products, contact us via our website.
   • You will then be contacted by one of our employees or a service provider to prepare an offer for you. To do this, you can use a form on our website to request certain information in connection with such a transaction, in particular your billing address and your shipping information.
   • You will then receive an email containing a link to our offer. Please follow the link or enter the link in a browser. The offer opens. Internet services and websites from third-party providers can be integrated for the administration of the offer and the offer process.
   • To accept the offer, sign it electronically. To do this, click on the button provided for this at the (lower) edge of the offer (usually “Sign”).
   • Then arrange for your email address to be verified. To do this, click on the button provided for this purpose in the dialog box (usually “Verify”) next to your e-mail address.
   • A confirmation email will be sent to your inbox. Sign in to your email account and go to the verification email. You now have to give your consent for your identity to be verified and for you to sign the offer. To do this, click on the button provided (usually “Verify identity and sign offer”).
   • Now initiate the signing of the offer. To do this, click the button provided in the dialog box (usually “Sign offer”).
   • Sign the offer. To do this, click on the signature field in connection with your name at the (lower) edge of the offer. Alternatively, click on Start in the (upper right) corner and then on the signature field.
   • Create your signature in the dialog box. To do this, click on the button provided for this purpose (usually “Insert”) and then continue (usually click on “Next”).
   • Review the contract terms for the signature process. To do this, click on the button provided (usually “I agree”). Then complete the process. To do this, click on the button provided (usually “Close”).
9. Should your order contain paid Digital Products (Response Key vouchers), if selecting the payment method “prepayment” the Response Keys are only generated and made available by us after we have received the payment. You will then be given the appropriate Response Key and will then enable you to use the functions in the software that require activation.

III. Services

The following supplementary conditions also apply for the Services (support, training, workshops, examination, consultancy) offered by us:

1. Assignments are subject to Service contract law, unless the application of law on contracts to produce work has been expressly agreed to.
2. Our Service and quality descriptions provided as part of assignments do not constitute any warranted characteristics.
3. Further mandatory services, such as our “Onboarding Workshop”, for example, can be linked with the acquisition of paid Digital Products (Response Key vouchers). Your attention will be expressly drawn in each case to any mandatory services during the order process.
4. Daily rate
   • To the extent that we render additional Services due at the request of or the consent of the customer, the customer undertakes to additionally pay the services based on the agreed daily rate for zapliance Professionals, zapliance Managers or zapliance Partners.
   • The minimum daily rate is €2.000,-. The smallest billable time is half a daily rate. Upon exceeding 5 hours per started date, the respective daily rate applies.
5. To the extent that we render services due at the request of or with the consent of the customer that are provided off our business premises, the customer undertakes to additionally pay travel costs and expenses based on the following scale:
• Flights: within Europe: Premium Economy Class, Intercontinental: Business Class
• Rail: 1st class
• Car: Flat rate per kilometer: 1,00 €
• Hotel: cost-based, at least 4-star including breakfast
• Public transport, taxi and parking fees: cost-based
• Per diem expense allowance: € 50 for 8 hrs. or more
• Travel time is to be included in the agreed daily rates.

IV. Duties of cooperation of the customer

1. The customer undertakes to support us to the best of its abilities in carrying out each respective individual assignment.
2. The duties of cooperation in individual cases shall be agreed for each respective individual assignment. Unless agreed otherwise in the respective individual assignment, the duties of cooperation in particular include:
   • The handover of the documents required to carry out the assignment upon the request at the start of the assignment.
   • The nomination of expert employees for the gathering of information.
   • In the event that services are rendered on the customer’s premises, it is obliged to make suitable workstations available during usual working hours.
   • The granting of the possibility of logical or physical access to all the customer’s technical facilities, which are necessary to carry out the respective individual assignment.
   • The handover of the zapliance log files to zapliance in case of support cases raised by the customer.
   • The taking of data protection measures (backups), to the extent that the results of our work are held or stored on the customer’s systems.
   • The logical and physical security of the IT infrastructure on which the digital products, the data generated by the digital products or the zapliance server are operated, transported or transferred. In addition, the customer guarantees the interface security between the SAP systems, the zapliance server and the web browser through which the zapliance server is accessed. zapliance is not liable for damages due to lack of access protection, lack of security, lack of archiving and lack of encryption of the customer’s data.
   • Should the customer fall in arrears with the provision of cooperation services and if the further provision of services is hindered by the failure to provide cooperation services, the agreed deadlines shall be put back in accordance with the period of the delay. In this case, we can demand appropriate compensation for the period of the delay.
3. Cancellations
   • Mandatory services cannot be canceled. Booked and confirmed appointments can be postponed up to two times by the customer, without the value of the order having to be charged.
   • Our non-mandatory training courses and workshops can be canceled up to 21 days before they are due to begin. In the case of cancellations made up to 14 days before the start of the first appointment, 50% of the order value will be charged. In the event of cancellation after this time, 100% of the order value will be charged. The order value relates to all the appointments booked and confirmed by you in the offer.
   • The customer is entitled to provide proof at any time that no damages or damages of a lesser amount were incurred.
4. Scope of Service/Change in scope of Service/Place of performance
• The agreed Service results from the respective individual assignment.
• Agreed appointments are postponed, or deadlines are put back by the period of time, which is necessary in order to make changes to the agreed scope of Service.
• The additional cost incurred due to changes is to be covered by the customer at the hourly rates for the individual agreement. If a fixed price has been agreed and it is necessary to incur additional cost to make changes, we will draw up a binding revised offer for you at a revised fixed price prior to making the changes. Should a not inconsiderable cost have to be incurred to draw up the revised offer, the cost of drawing up the offer is to be paid for separately.

V. Payment, Retention of title, Product delivery

1. Payments are made via the following means of payment
   • Advance payment
   • Invoice
2. Payments upon invoice are due immediately and payable within 14 days. The rights of use to all ordered products are only transferred to you once the agreed price has been paid in full.

VI. Termination of subscription

Continuing obligations (subscriptions) may be terminated at any time within the billing period via email to support@zapliance.com or in writing, without having to give any reason for doing so.

VII. Liability

1. Our liability, as well as our liability for our vicarious agents and legal representatives is limited to intent and gross negligence. This is with the exception of liability for damages, which arise
   • from an injury to life, limb or health for which we are responsible
   • from a breach of essential contractual duties for which we are responsible.
2. An essential contractual duty in this sense is a duty, the fulfillment of which is necessary for the compliant performance of the contract and upon compliance with which the other party to the contract relies and has to be able to rely as a matter of course. Claims for compensation for damages due to the negligent breach of essential contractual duties are limited to due to foreseeable damages typical for the type of agreement. Any liability under the German Product Liability Act [Produkthaftungsgesetz] remains unaffected.

VIII. License Terms regarding Digital Products

1. All Digital Products, that you purchase from us on or via the website, are exclusively for your own commercial use.
2. Except as otherwise expressly provided herein, you may not reproduce, publish, transmit, distribute, display, broadcast, re-broadcast, modify, create derivative works from, sell or participate in any sale of or exploit in any way, in whole or in part, directly or indirectly, any of the Digital Products. Except as permitted under applicable law, you may not reverse engineer, decompile, disassemble, modify or disable any of the Digital Products or any copyright protection or use limitation systems associated with the Digital Products. You may not play and then re-digitize any Digital Products, or upload any Digital Products or derivatives of them to the Internet. You may not use the Products in conjunction with any other content, including without limitation, in conjunction with any other Products. You may not transfer, sell or offer to sell the Digital Products, including, without limitation, posting any Digital Product for auction on any Internet auction site or “trading” the Digital Products for money, goods or services. You are not granted any rights of commercial sale, resale, reproduction, distribution or promotional use for the Digital Products. No rights of use for advertising or other marketing purposes are transferred to you as the result of purchase of a Digital Product.
3. Exception from Clause VIII.2 for group companies
   • If a digital product contains more than one Response Key voucher, the Response Key vouchers for this digital product may also be used for other legal entities within a group. For clarification: Clause 8.2 applies to legal entities outside the group, i.e. these Response Key vouchers may not be used for legal entities outside the group.
   • The group is determined according to the scope of consolidation as per IFRS. If the IFRS are not applied within the group, then the scope of consolidation as per the national law of the country in which the parent company of the group is domiciled.
4. Exception from Clause VIII.2 for service providers
   • If digital products are acquired from service providers (e.g. auditing / consulting companies) who use the digital products as part of their service for third parties (“third party customers”) with whom the service provider is not in a corporate relationship, the product download and product activation must be carried out by employees of the service provider. A product download and product activation by employees of the third-party customer is not permitted.
   • If a digital product contains more than one Response Key voucher, the Response Key vouchers for this digital product may not be used for different third-party customers. Exceptions only apply to subscriptions with an unlimited number of Response Key vouchers (“flat rate”). Such exceptions are regulated separately in the contract with a service provider.
5. The license to use our digital products is granted under the following conditions:
   • The client is responsible for the proper licensing of the required SAP systems, interfaces and users.
   • zapliance makes no representations or guarantees with regard to the correctness of the results or the tasks resulting from the use of the software.
   • All examinations going beyond the specified scope of services, such as the tracking of suspicious documents and business processes as well as the assessment of the recommendations made by zapliance as part of the reporting and their possible implementation, are the sole responsibility of the client. The implementation or elimination of any risks, control weaknesses or errors that may have been identified is also not part of our service.
6. For the execution of the order, the customer’s cooperation services mentioned in the product descriptions are particularly necessary.
7. Product Requirements & Compatibility
• You acknowledge that use of our Digital Products requires other hardware and software tools, and that the provision of such hardware and software, and in particular any costs thereof, are your responsibility. Except to the extent prohibited by applicable law, we reserve the right to change at any time, with or without prior notice to you, the software or hardware required to download, transfer, copy and/or use or limit the use of the Products.
• WE MAKE NO REPRESENTATION OR WARRANTY THAT THE SOFTWARE, HARDWARE, EQUIPMENT OR OTHER DEVICES OR SYSTEMS THAT YOU ARE TO PROVIDE FOR USE OF THE DIGITAL PRODUCTS ARE COMPATIBLE WITH THE DIGITAL PRODUCTS OR THAT THE SOFTWARE, HARDWARE, EQUIPMENT OR OTHER DEVICES OR SYSTEMS THAT ARE TO BE USED TOGETHER WITH THE DIGITAL PRODUCTS WILL FUNCTION IN ANY MANNER. IT IS YOUR SOLE RESPONSIBILITY TO ENSURE THAT YOUR SOFTWARE, HARDWARE, EQUIPMENT AND OTHER DEVICES AND SYSTEM(S) WILL FUNCTION CORRECTLY WITH THE DIGITAL PRODUCTS.

IX. Data usage

We are entitled to collect, process and use data received from the user, as well as any data that is generated in connection with use of the Service, in accordance with statutory legal provisions, to the extent that it is necessary to do so for the smooth running of the Service and fulfillment of the contractual relationship. To the extent that services are provided by a third party (e.g. the processing of payments) or if a contractual relationship is concluded with a third party, we are, within the framework of statutory legal requirements, entitled and obliged to transfer your data to the Service provider to the extent necessary for fulfillment of the contract and billing. Without your express consent, we shall not transmit any inventory, connection or content-related data to third parties, to the extent that we are not permitted or obliged to do so by law. Detailed Data Protection Information.

X. Applicable law, Competent court of juristication

For all legal Transactions and legal relationships between us and the customer, the laws of the Federal Republic of Germany apply, to the exclusion of the UN Convention on Contracts for the International Sale of Goods (CISG). The sole competent court of jurisdiction is Hamburg or another competent court of jurisdiction of our choice, if the customer is a merchant in the sense of the German Commercial Code [Handelsgesetzbuch] or a body governed by public law.1