1. Validity and Conclusion of Contract
   1. we empower you GmbH (hereinafter: #wey) sells standard software products and provides services in relation to these standard software products
   2. These provisions shall apply to the provision and maintenance of standard software products of #wey in business transactions with entrepreneurs, legal entities under public law, and special funds under public law.
   3. A contract for the provision software services shall be concluded by the conclusion of an order / order confirmation between #wey and the customer with reference to these provisions. The conclusion of an order/order confirmation must be in writing. In the event of contradictions between these provisions and an order/order confirmation, the provisions of the order / order confirmation shall take precedence over these provisions.
   4. Verbal agreements, including subsequent amendments and additions to these provisions and the order/order confirmation, shall require the express written confirmation of #wey to be effective.
   5. Any other general terms and conditions of the customer shall not apply unless #wey has expressly agreed to them in writing.
2. Subject Matter of the Provisions and Services of #wey
   1. The subject matter of these Terms and Conditions is the provision of the software application (hereinafter referred to as “Software”) specified in the order / order confirmation for the number of authorized users agreed in the order during the term specified in the order (“Term”).
   2. The functional scope of the Software as well as the conditions of use and specifications for the permitted use of the Software are set out in the Software functional description available at weempoweryou.de.
   3. #wey may update and further develop the Software at any time and adapt it, in particular due to changes in the legal situation, technical developments, or to improve IT security. In doing so, #wey shall take appropriate account of the legitimate interests of the Customer. In the event of a significant impairment of the Customer’s legitimate interests, the Customer shall have a special right of termination with regard to the affected services.
   4. #wey shall ensure the functionality of the software during the term, maintain the software in a condition suitable for contractual use and deal with software malfunctions.
   5. #wey is not responsible for customizing the software to the individual needs or IT environment of the client.
   6. The Customer does not have to maintain its own Salesforce environment to use the software. However, a Salesforce environment is required to use the software. #wey provides the customer with the Salesforce environment as part of the software by way of OEM reselling. Further provisions regarding the Salesforce environment may result from the order/order confirmation. With regard to the Salesforce environment, the general and product-related terms of use available at (…) shall apply in addition to and take precedence over these provisions, with the proviso that Salesforce, Inc, Salesforce Tower, 415 Mission Street, 3^rd Floor, San Francisco, California 94105 (hereinafter: “Salesforce”) is a third party beneficiary within the meaning of the Salesforce terms of use included and can enforce these directly against the customer.
3. Software Provision
   1. #wey shall provide the Customer with the software (SaaS) for online use. The source code of the software shall not be handed over to the Customer.
   2. #wey shall provide the customer with a service overview
   3. The Customer shall protect and store the access data provided to it against access by third parties in accordance with the state of the art methods. The Customer shall ensure that the software is only used to the extent agreed upon. Unauthorized access must be reported to #wey immediately.
4. Data Processing via the Software
   1. The customer undertakes not to process any data via or with the software whose processing, provision, publication, or use violates applicable law, official orders, third-party rights or agreements with third parties. The customer shall check the data for viruses or other harmful components before using them in the software components and use state-of-the-art measures (e.g. virus protection programs) for this purpose. If the Customer processes personal data via or with the Software, the Customer shall be responsible for the data protection conformity of this processing and for obtaining any necessary consent.
   2. #wey shall not be subject to any safekeeping or custody obligations with regard to the Customer’s data, as these are stored in the Salesforce environment outside #wey’s control (see White Paper Salesforce, available on the #wey website). The Customer is free to make an additional backup of the data – for example by OWNBACKUP.
   3. If the software accesses data via the Customer’s Salesforce environment, #wey shall take appropriate precautions to prevent data loss and unauthorized access by third parties when processing the data in the software.
5. Rights of Use
   1. The customer shall receive simple, i.e. non-sublicensable and non-transferable rights to use the software for the number of authorized users, limited to the term of the software in accordance with these provisions.
   2. The customer may only use the software within the scope of its own business activities by its own personnel. The customer is not permitted to use the software for any other purpose. In particular, the customer is prohibited from:
      1. Publishing the software or passing it on to third parties,
      2. Decompiling the software or reconstructing or modifying the source code, underlying ideas, user interface techniques or algorithms of the software by any means whatsoever, and
      3. Removing copyright notices or other property markings. §§ 69a ff of the German Copyright Act (UrhG) remain unaffected by this.
6. Maintenance & Support
   1. #wey shall set up a support service for inquiries from the Customer regarding the functions of the Software. Inquiries can be made via the e-mail address we-empower-you.de. Requests will be processed in the order in which they are received.
   2. #wey shall regularly make new versions of the software available for download in the course of maintenance and further development. #Wey shall inform the customer by e-mail when a new version of the software is available for download. The customer shall acquire rights of use to new versions of the software to the extent described in § 5 of these provisions.
   3. The customer shall automatically receive all further developments and maintenance of the software.
   4. Maintenance and further development of the software shall only ever be carried out in the current version of the software. Support services and troubleshooting shall also only be provided by #wey in relation to the current version of the Software. #wey assumes no warranty with regard to the suitability of previous versions of the software for contractual use – in particular their operational reliability. The customer shall provide instructions for reproducing the malfunctions when reporting them.
      1. In the event of level 1 faults (system failure or restriction of the use of essential functions), #wey shall respond within 8 hours and endeavor to rectify the fault.
      2. In the event of level 2 malfunctions (individual functions do not respond while the overall system continues to function), #wey shall respond within 24 hours and endeavor to rectify the malfunction.
      3. In the event of level 3 malfunctions (functions do not respond for which a workaround solution – including analog solutions – exists), #wey shall respond within 72 hours and endeavor to rectify the malfunction.
      4. In the event of level 4 faults (minor faults), #wey shall respond as part of the regular maintenance of the software and endeavor to rectify the fault.
7. Malfunctions
   1. The customer must report malfunctions of the…
   2. [preserved]
   3. In the event of malfunctions that occur outside support hours or are reported by the Customer, the response time shall be calculated from the start of the next support time.
   4. Troubleshooting may also temporarily consist of #wey providing the Customer with measures for the environment or temporary bridging of the effects of the malfunction (“workaround”).
   5. If a troubleshooting finally fails and the contractual use of the software is significantly impaired, the customer shall be entitled to a special right of termination regarding the affected services. Fault rectification shall be deemed final Software immediately via the support service provided by #wey. #wey shall respond to the reported malfunctions during the specified support times within the following response times. The prerequisite for this is that the reported malfunctions by #wey have failed if #wey fails to eliminate the malfunction despite three attempts.
   6. #wey shall be entitled to invoice expenses in connection with a malfunction reported by the Customer in accordance with the remuneration rates specified in the Order Form, provided that #wey can demonstrate that the reported malfunction is due to a circumstance for which the Customer is solely responsible or that there is no malfunction of the Software.
   7. The customer shall support #wey in the elimination of malfunctions. In particular, the customer shall describe the malfunctions as precisely as possible when reporting the malfunction and shall provide #wey with the information, documents, and data required to rectify the malfunction.
   8. The customer shall be obliged to regularly and properly back up its data processed in connection with the software so that its business operations are not impaired as far as possible even in the event of software malfunctions or data loss.
8. Additional Support Services
   1. At the request of the customer, #wey shall provide additional support services for the customer (e.g. consulting, answering user questions) after separate commissioning. Additional support services shall be provided by #wey as services within the meaning of § 631 BGB must be separately identified as such in the assignment. In this case, the order must also contain precise details of the scope of services owed and the acceptance criteria.
   2. If #wey is of the opinion that the additional support services requested by the Client require the conclusion of a separate project contract, #wey shall inform the customer accordingly.
9. Subcontractors / Partners
   1. #wey shall be entitled to use subcontractors for the provision of services.
   2. #wey is in a fixed technology partnership with DIA GmbH and Tmrrw GmbH, a subsidiary of DIA GmbH.
10. Remuneration & Terms of Payment
    1. For the Software provision described in these paragraphs, its maintenance & support, and the processing of faults, the Customer shall pay #wey the remuneration specified in the order per authorized user per month. The terms of payment are set out in the order.
    2. The Customer may increase but not decrease the number of authorized users with a lead time of 14 days at the conditions specified in the order. The remuneration owed in accordance with paragraph 1 shall increase accordingly.
    3. Additional support services provided by #wey shall be remunerated by the Customer based on the time and effort actually expended in accordance with the remuneration rates specified in the order. A person day / daily rate shall be calculated at 8 hours. Additional or reduced services shall be charged pro rata. #wey shall be entitled to invoice services invoiced on a time and material basis monthly in arrears. Payment for these services shall be due 14 days after receipt of a verifiable invoice. If payment is not made on time, the Client shall be in default without a reminder.
    4. Travel times shall be remunerated in accordance with the daily rates specified in the order.
    5. Travel expenses (incl. hotel costs) for necessary trips shall be remunerated as follows:
       1. Car per Kilometer: EUR 0.60
       2. Train: at cost, corresponding to a journey in 2^nd class without Bahncard
       3. Flight (economy class): at cost
       4. Rental car (middle class): at cost
       5. Taxi / parking fees: at cost
    6. Agreed prices are net prices plus the value added tax applicable at the time the service is provided.
11. Warranty
    1. #wey warrants that the software complies with the contractual specifications during the term of the contract and does not have any defects that nullify or significantly reduce its suitability for the use stipulated in the contract.
    2. The warranty shall be provided at #wey’s discretion either by free rectification of defects or by delivery of a program version free of defects.
    3. The customer shall notify #wey of any defects without delay and provide #wey with reasonable support in remedying the defects.
    4. The warranty for only insignificant reductions in suitability is excluded. Strict liability in accordance with § 536a para. 1 BGB for defects that already existed at the time the contract was concluded is excluded.
12. Third-Party Property Rights
    1. #wey warrants that the software does not infringe any third-party rights. #wey shall indemnify the customer against all claims of third parties due to infringements of industrial property rights for which #wey is responsible in connection with the contractual use of the software and shall reimburse the customer the costs of reasonable legal action in this case.
    2. The customer shall inform #wey immediately of any claims asserted against him by third parties due to the contractual use of the software and shall grant #wey all necessary powers of attorney and authorizations to defend the claims. The customer shall not make any legally relevant declarations (e.g. acknowledgement, settlement) in relation to the claim without the prior written consent of #wey.
13. Liability
    1. In the event of a breach of contractual and non-contractual obligations, #wey shall be liable in accordance with the relevant statutory provisions, unless otherwise stipulated in these Terms and Conditions (including the following provisions).
    2. Regardless of the legal grounds, #wey shall be liable without limitation in cases of intent and gross negligence.
    3. Additionally, #wey shall be liable for simple negligence as follows:
       1. For damages resulting from injury to life, body, or health without limitation;
       2. For damages arising from the breach of a material contractual obligation limited to compensation for the foreseeable, typically occurring damage; material contractual obligations are those whose fulfillment characterizes the essence of the contract and on which the customer may rely;
       3. In all other cases, not for indirect damages – in particular not for loss of profit or other financial losses of the customer.
    4. Insofar as #wey’s contractual liability is excluded or limited, this shall also apply to the personal liability of employees, representatives, and vicarious agents.
    5. The above limitations of liability shall not apply if #wey has assumed a guarantee. The same shall apply to claims of the customer under the Product Liability Act.
14. Data Protection, Confidentiality, Naming of References
    1. #wey and the customer (hereinafter collectively: “Parties” or individually “Party”) shall treat confidential information, in particular the Software as well as documents, samples, business intentions, personal data, problems, data, and/or problem solutions and other specific know-how (hereinafter collectively referred to as “Information”), of which they gain knowledge from the other Party within the scope of the business relationship, confidentially during the term and after the end of the term, and in particular shall not pass it on to third parties or use it for their own business purposes without authorization. The confidentiality obligation ends after a period of 3 years after the end of the term.
    2. This confidentiality obligation shall not apply to information which:
       1. Was already known to the other party outside the contractual relationship;
       2. Was lawfully acquired from third parties;
       3. Is or becomes generally known or state of the art;
       4. Is released by the ceding contractual partner.
    3. If a party is obliged to disclose the information received from the other party due to a legal obligation or a lawful official or court order, it shall immediately inform the disclosing party thereof in writing and, upon request, support the disclosing party in protecting the information from disclosure or having it protected by court order to the best of its ability.
    4. The parties shall inform each other immediately if they, their bodies, employees, or consultants become aware that information has been disclosed in breach of this clause.
    5. At the end of the term, the parties shall return all confidential documents and information without being asked or destroy them at the request of the issuing party and provide proof thereof.
    6. The parties shall comply with the data protection provisions applicable to them, in particular if they are granted access to the other party’s operations or hardware and software. They shall ensure that their vicarious agents also comply with these provisions; in particular, they shall oblige them to maintain data secrecy before commencing their activities.
    7. #wey may process anonymized Customer data. The purpose of anonymized data processing is to enable #wey to pursue statistical analysis, research purposes, or other legitimate interests without disclosing or using the Customer’s personal information. For the purposes of this clause, the term “anonymized data” means information that has been modified in such a way that it does not allow any conclusions to be drawn about identifiable natural persons. Anonymization is carried out in such a way that it is impossible for the controller to restore the original data or to identify the client based on the processed data. The Customer hereby expressly agrees that #wey may process anonymized data of the Customer as described in this clause. The Client confirms that the processing of such anonymized data will not affect its rights or freedoms and that no personal data of the Client will be disclosed or used.
    8. The Customer consents to being named as a reference in the context of #wey’s reference marketing. It shall not revoke its consent without good cause.
15. Term & Termination
    1. Unless otherwise agreed in the order, the term is 1 year and begins with the availability of the software. The term shall be extended thereafter by 1 year in each case if the order form is not terminated with a notice period of three months to the end of the respective term.
    2. After expiry of the term, the customer is no longer entitled to use the software. The Customer shall be obliged to delete the Software at the end of the term, to document the deletion and to provide #wey with evidence of the deletion upon request.
    3. These provisions shall remain in force after the end of the term for as long as and to the extent that the Customer continues to receive services from #wey in connection with the Software.
    4. #wey shall be entitled to extraordinarily terminate existing orders if the Customer violates its obligations under these provisions despite a reminder from #wey – in particular, if the Customer exceeds the granted rights of use, processes prohibited content via or with the Software or jeopardizes the security or operation of the Software (e.g. through malware).
    5. In the event of a material breach of these provisions by the Customer, #wey shall be entitled to restrict or block the Customer’s access to the Software without warning until the Customer’s breach has been remedied. A material breach within the meaning of this paragraph shall be deemed to be if the customer exceeds the rights of use granted, processes prohibited content via or with the Software or jeopardizes the security or operation of the Software (e.g. through malware).
16. Final Provisions
    1. Terminations must be made in writing.
    2. #wey’s services are generally provided via remote access (remote). The provision of services on site a the customer’s premises requires a separate written agreement.
    3. The law of the Federal Republic of Germany shall apply to the exclusion of the United Nations Convention on Contracts for the International Sale of Goods (CISG).
    4. Should individual provisions of these paragraphs or of the order be or become invalid, this shall not affect the validity of the remaining provisions. In this case, the parties shall agree an effective provision in place of the ineffective provision which comes as close as possible to the ineffective provision both economically and legally. The same shall apply in the event of an unintended loophole.
    5. The exclusive place of jurisdiction shall be the registered office of #wey; if #wey brings an action, the general place of jurisdiction of the customer shall also apply.
    6. The English language translation of these Terms & Conditions is provided as courtesy copy, however, should any discrepancies between this English translation and the German AGB’s, the meaning of the German language AGB’s prevails.

Valid as of June 2023.