General Terms and Conditions of AutoDirector GmbH for the Rental of the "MiruSuite" Software
§ 1 - Validity of the terms and conditions
(1) These General Terms and Conditions (hereinafter referred to as "GTC") apply to the rental of the "MiruSuite" software in all product variants by
AutoDirector GmbH (hereinafter referred to as "AutoDirector")
Fliederweg 8a, 04416 Markkleeberg
Amtsgericht Leipzig - HRB 43709
to the customer (hereinafter referred to as the "Purchaser").
(2) Other services, such as the purchase, maintenance, installation or configuration of the contractual software beyond the contractual use and not covered by the accompanying services pursuant to Section 2 (2), as well as consulting and training, are not subject to these GTC. Any further services provided by AutoDirector are subject to additional contractual terms and conditions, which can be accessed at https://mirusuite.de/.
(3) Unless otherwise agreed, these General Terms and Conditions apply exclusively. Deviating contractual terms and conditions of the customer shall not become part of the contract, even if AutoDirector does not expressly object to them.
§ 2 - Proof of entrepreneurial status
(1) AutoDirector's products are intended exclusively for entrepreneurs within the meaning of Section 14 of the German Civil Code (BGB).
(2) AutoDirector may therefore require the customer to provide sufficient proof of their entrepreneurial status to AutoDirector before concluding the contract, e.g. by providing their VAT ID number or other suitable evidence. The data required for proof must be provided by the customer in full and truthfully.
§ 3 - Subject matter of the contract, scope of services
(1) The subject matter of these contractual terms and conditions is the temporary provision of the computer program "MiruSuite" in object code (hereinafter referred to as "software") including the associated user documentation, as well as the granting of the rights of use described in § 5 during the term of the contract at the rental price specified in § 8.
(2) During the term of the contract, AutoDirector shall provide the following accompanying services:
a. Support (Section 9)
b. Updates (Section 10)
c. Troubleshooting (Section 12)
(3) The customer has no right to receive the source code.
(4) The nature of the software is ultimately determined by these General Terms and Conditions and the product description available on the website https://mirusuite.de at the time the customer submits the offer (Section 4 (1)). The information provided is to be understood as a description of services and not as guarantees. A guarantee is only granted if it has been expressly designated as such.
(5) The customer has verified prior to conclusion of the contract that the specification of the software meets their wishes and requirements. They are familiar with the essential functional features and conditions of the software.
(6) Subsequent changes to the scope of services require the written agreement or written confirmation of AutoDirector.
(7) AutoDirector provides all deliveries and services in accordance with the state of the art.
§ 4 - Conclusion of contract
(1) The customer can select the software and the rental period on the website https://mirusuite.de/. By clicking on the "Subscribe with obligation to pay" button, the customer submits a binding offer to rent the software. Before submitting the order, the customer can change and view the data at any time. However, the offer can only be submitted and transmitted if the customer accepts these General Terms and Conditions by clicking on the checkbox "I agree to the General Terms and Conditions for the rental of MiruSuite software. I also confirm that I am an entrepreneur in accordance with Section 14 of the German Civil Code (BGB) and that I am placing this order in the course of my commercial or self-employed professional activity." and has thereby included them in their offer.
(2) By clicking on the "Zahlungspflichtig abonnieren" button, the customer is redirected to the "Stripe" platform. The payment process is carried out via Stripe.
(3) The contract is only concluded when AutoDirector sends a declaration of acceptance in a separate email (order confirmation). In this email, the contract text (consisting of the order, terms and conditions and order confirmation) is sent to the customer by AutoDirector on a permanent data carrier (email) (contract confirmation). The contract text is stored in compliance with data protection regulations. In addition, the customer receives the activation code with the order confirmation.
(4) The contract is concluded in German. Translations of these General Terms and Conditions into other languages are for the customer's information only. In the event of any discrepancies between the language versions, the German text shall take precedence.
(5) After conclusion of the contract, AutoDirector shall deliver the software on a suitable permanent data carrier (e-mail) in machine-readable form as object code.
(6) Other services related to the rental (e.g. software maintenance, installation and parameterisation of the software, training) can be agreed separately between AutoDirector and the customer. Details and prices shall be agreed in writing between AutoDirector and the customer in the respective offer and/or further contract documents.
§ 5 - Rights of the customer to the software
(1) The software (program and user manual) is legally protected. Copyrights, patent rights, trademark rights and all other property rights to the software and other items that AutoDirector provides or makes available to the customer in the course of contract initiation and execution are exclusively reserved to AutoDirector in the relationship between the contracting parties. Insofar as the rights are held by third parties, AutoDirector has the corresponding exploitation rights.
(2) AutoDirector grants the customer the simple right, limited to the term of the rental agreement, to use the software to the extent granted in these General Terms and Conditions, including the licence certificate. The licences are machine-bound. The software may only be used simultaneously on a maximum number of end devices corresponding to the number of licences purchased by the customer. Permitted use includes the installation of the software, loading, displaying and running it, as well as its intended use by the customer. The number of licences and the type and scope of use are otherwise determined by the licence certificate.
(3) The purchaser is entitled to make a backup copy of the copy of the software provided to them. The licensee must visibly mark the backup copy with the words "backup copy" and a copyright notice from AutoDirector. The backup copy must be deleted at the end of the term.
(4) Furthermore, the customer is only entitled to reproduce, edit or decompile the software if this is permitted by law and only if the information necessary for this is not made available by AutoDirector at the customer's request.
(5) Beyond the cases mentioned in paragraphs (3) and (4), the customer is not entitled to reproduce the software.
(6) Under no circumstances shall the customer have the right to transfer the software provided or any backup copy created in accordance with paragraph (3) to third parties. In particular, the customer is not permitted to sell, rent or otherwise sublicense the software, reproduce or make it publicly available by wire or wireless means, or make it available to third parties for a fee or free of charge, e.g. by way of "application service providing" or as "software as a service". The customer shall notify AutoDirector immediately if he becomes aware of any such attempts to access the software.
(7) If the customer exceeds the rights of use granted under these General Terms and Conditions, including the licence certificate, without the prior written consent of AutoDirector, AutoDirector may demand payment of the amount attributable to the excessive use in accordance with AutoDirector's current price and conditions list, which is available at https://mirusuite.de/, terminate the licence or take other legally permissible measures. In this case, the customer is obliged to take immediate measures to remedy the breach of contract. AutoDirector reserves all rights to which it is entitled by law and contract.
(8) Copyright notices, serial numbers and other features serving to identify the programme may not be removed from or altered in the software.
(9) Contractual objects, documents, proposals, test programmes, etc. from AutoDirector that become accessible to the customer before or after conclusion of the contract are considered intellectual property and business and trade secrets of AutoDirector. They may not be used in any way without the written permission of AutoDirector and must be kept confidential in accordance with § 15.
(10)The customer acquires the same rights to modified, extended or newly created software as to the software. Insofar as the newly provided software replaces software that has already been delivered, the rights granted to the previous software shall expire at the time the new software becomes usable.
(11)After delivery of the software, AutoDirector shall check every two months that the software is being used properly by the customer, in particular to ensure that the customer is using the software within the scope of the rights acquired. The check is carried out automatically by reactivating the software in accordance with § 6. If, during the check, AutoDirector determines that the customer has exceeded the number of licences purchased or has otherwise materially breached the contractual provisions, the customer shall bear the costs of the check. In all other respects, § 5 (7) shall apply.
§ 6 - Activation
(1) The software or licence server must be activated on the end device. Identification is carried out using the activation code, which AutoDirector provides to the customer upon conclusion of the contract and sends to the customer's email address.
(2) To activate the software, the customer needs internet access, and encrypted device-specific information is sent to the AutoDirector server so that AutoDirector can assign the device-specific instance.
(3) If the customer does not have internet access, AutoDirector provides solutions for offline activation. In such a case, the customer must notify AutoDirector at support@mirusuite.com using their order email address.
(4) The customer can transfer the licence to a new device. In such cases, the customer must notify AutoDirector via their order email address at support@mirusuite.com. In such cases, AutoDirector will delete the stored device key within three days.
§ 7 - Performance period, delays, place of performance
(1) Delivery and performance deadlines shall be extended by the period during which the customer is in default of payment under the contract, by the period during which AutoDirector is prevented from delivering or performing due to circumstances for which it is not responsible, and by a reasonable start-up period after the end of the hindrance. These circumstances also include force majeure and industrial action. Deadlines shall be deemed to be extended by the period during which the customer fails to provide cooperation in breach of the contract, e.g. by not providing information, not granting access, not providing equipment or not making employees available.
(2) If the contracting parties subsequently agree on other or additional services that affect the agreed deadlines, these deadlines shall be extended by a reasonable period.
(3) Reminders and deadlines set by the customer must be in writing to be effective. A grace period must be reasonable. A period of less than two weeks is only reasonable in cases of particular urgency.
(4) The place of performance for services is the place where the service is to be provided. Otherwise, the place of performance for all services arising from and in connection with this contract is the registered office of AutoDirector.
§ 8 - Rent and due date
(1) In the absence of any other written agreement, AutoDirector's current list of prices and conditions, which can be accessed at https://mirusuite.de/, shall apply.
(2) The rental fee is due in advance on the booking date and monthly on the respective calendar day corresponding to the original booking date.
(3) Payment shall be made using one of the payment methods offered during the ordering process.
(4) Travel costs, expenses and accessories shall be reimbursed additionally according to expenditure. Additional services requested by the customer (e.g. advice and support with programme installation) shall be invoiced according to AutoDirector's current list of prices and conditions. Any increase in the currently applicable list prices shall be limited to 3% per annum.
§ 9 - Support
(1) AutoDirector provides qualified personnel from Monday to Friday from 9:00 a.m. to 5:00 p.m. CET - with the exception of public holidays in Saxony - at support@mirusuite.com to assist the customer with any malfunctions and questions regarding the use of the software. Support from a specific AutoDirector employee cannot be requested. The customer will receive a response to email enquiries from AutoDirector by the following working day at the latest.
(2) In addition to Section 9 (1), AutoDirector provides qualified personnel to respond to customer enquiries for the "MiruSuite AutoCut Pro" product variant Monday to Friday from 8:00 a.m. to 8:00 p.m. CET - with the exception of public holidays in Saxony - at support@mirusuite.com. The customer will receive a response from AutoDirector to email enquiries regarding the "MiruSuite AutoCut Pro" product variant within three hours. In addition, AutoDirector provides qualified personnel for telephone support for the "MiruSuite AutoCut Pro" product variant Monday to Friday from 9:00 a.m. to 5:00 p.m. CET - with the exception of public holidays in Saxony - at +49 341 6400 638.
(3) Provided that there is no malfunction to be remedied in accordance with Sections 12 or 13, AutoDirector shall respond to support requests from the customer within a reasonable time, taking into account the order in which they are received and their urgency. AutoDirector cannot promise to resolve the problem underlying a request within a specific time.
(4) AutoDirector is not obliged to respond to enquiries from the customer
a. that are obviously based on the fact that the minimum system requirements specified in the software documentation are not met;
b. that relate to products or malfunctions that are clearly not related to the software and the requirements necessary for its operation, e.g. virus scanners or other security software;
c. whose content is the customer's request to implement additional functions or design options that are not available in the software and are not promised in the software documentation, e.g. application developments or user configurations;
d. that have arisen as a result of the customer carrying out unauthorised installations or configurations of the software or undocumented interventions, e.g. when manually changing files;
e. which relate to the support of third-party systems (software and hardware), insofar as AutoDirector has not contractually assumed responsibility for these;
f. which relate to the support of customer-specific application adaptations or individual extensions that were not carried out by AutoDirector.
§ 10 - Updates
(1) AutoDirector will provide the customer with updates during the contract period as far as possible. The customer will be informed of new updates in good time. The updates are installed by the customer.
(2) The updates will be used to continuously improve the software and adapt it to general technical developments and user requirements. After an update, new software functions may therefore be available and existing functions may be presented differently in terms of their sequence or user guidance.
(3) The customer is advised to install an update within 30 calendar days of its release in accordance with paragraph (1). AutoDirector reserves the right to charge the customer for additional expenses incurred in providing services as a result of an outdated version of the software after this period has expired.
§ 11 - Maintenance of the rental object/warranty
(1) AutoDirector warrants that the software will be of the contractually agreed quality and will remain so during the term of the contract, and that no third-party rights will prevent the contractual use of the software. The licensor will remedy any material defects and defects of title in the rental object within a reasonable period of time.
(2) The customer is obliged to check the software for obvious defects immediately upon receipt.
(3) The customer is obliged to notify AutoDirector in writing immediately upon discovery of any defects in the software. In the case of material defects, this shall be done by describing the time at which the defects occurred and the detailed circumstances.
(4) If the customer claims damages or reimbursement of futile expenses, AutoDirector shall be liable in accordance with § 13 of this contract.
(5) AutoDirector's warranty is excluded if the customer makes changes to the software without AutoDirector's prior written consent. Changes include, but are not limited to, modifications to the source code, the program libraries and the configuration of the software. AutoDirector accepts no liability for defects or damage resulting from such changes.
§ 12 - Troubleshooting
(1) AutoDirector shall remedy faults in connection with the software, taking into account their severity, whereby the simultaneous occurrence of several faults may constitute a fault of the next higher category. To this end, the contracting parties agree on the following fault classes and response times:
a) Error class 1: Defects that impede operation: The error significantly impedes the customer's business operations: AutoDirector will begin troubleshooting on the same day if the error is reported before 10 a.m., or at the start of the next working day if reported later, and will continue until the error is resolved within working hours. AutoDirector may initially provide a workaround and rectify the error later if this is reasonable for the customer.
b) Error class 2: Other defects: AutoDirector shall commence rectification of the error within one week or shall rectify the error with the next programme update if this is reasonable for the customer.
(2) In the event of a disagreement about the classification of an error into the classes according to paragraph (1), the customer may request classification into a higher error class. The customer shall reimburse AutoDirector for the additional expense if they cannot prove that their classification was correct.
(3) The customer shall report faults by email to support@mirusuite.com. In doing so, they shall endeavour to provisionally classify the fault according to the fault classes in paragraph (1) with regard to the feared effects on the customer's business operations. The report must be sufficiently detailed to enable AutoDirector to begin troubleshooting in a targeted manner and should therefore include the following:
· Description of the fault symptoms;
· Time of the fault;
· Steps to reproduce the fault;
· Screenshots of the application and the fault;
· Description of the customer's IT systems;
· Description of third-party software used;
· If necessary, access data to the customer's systems
(4) The elimination of a fault within a specific time cannot be promised. If the provider can foresee that a critical or significant fault cannot be eliminated within a reasonable period of time, it will immediately endeavour to find a temporary workaround and then remedy the fault as quickly as possible.
(5) If the alleged malfunction cannot be verified, cannot be reproduced or is not attributable to the provider, AutoDirector reserves the right to charge the customer for the costs incurred.
(6) Unless otherwise agreed, AutoDirector is not obliged to remedy malfunctions that are attributable to improper use of the software by the customer, force majeure or interference by third parties.
§ 13 - Liability
(1) AutoDirector shall pay compensation or reimburse futile expenses, regardless of the legal basis (e.g. from legal and quasi-legal obligations, material defects and defects of title, breach of duty and tort), only to the following extent:
a) AutoDirector shall be liable without limitation
a. in cases of intent or gross negligence,
b. to the extent of a guarantee assumed by AutoDirector,
c. for injury to life, limb or health,
d. in accordance with the provisions (and to the extent) of the Product Liability Act, and
e. in other cases where liability is mandatory by law.
b) In the event of a simple negligent breach of a cardinal obligation (i.e. an obligation whose fulfilment is essential for the proper execution of the contract, on whose fulfilment the contractual partner regularly relies and may rely, and whose breach jeopardises the achievement of the purpose of the contract), AutoDirector shall be liable for the amount of the typical damage foreseeable at the time of conclusion of the contract. AutoDirector shall not be liable for the slightly negligent breach of other obligations.
(2) AutoDirector reserves the right to raise the objection of contributory negligence. In particular, the customer is obliged to back up data and defend against malware in accordance with the current state of the art. AutoDirector shall only be liable for the loss of data in cases of slight negligence under the conditions and to the extent specified in paragraph (1) lit. b) if the customer has performed a daily data backup. Liability for data loss or hardware malfunctions caused by incompatibility of the components on the customer's PC system with the software and for system malfunctions that may arise from existing misconfigurations or older, disruptive drivers that have not been completely removed is excluded.
(3) The above limitation of liability also applies to the personal liability of AutoDirector's employees, representatives and organs.
§ 14 - Term and termination
(1) The contract shall commence on the date specified in § 4 (3). It shall be extended by a further contract month in the case of a monthly subscription and by a further contract year in the case of an annual subscription, provided that neither party terminates the contract at the end of the respective contract term. Notice of termination can be given via the online portal https://subscription.mirusuite.de. The respective AutoDirector price and conditions list, which is available at https://mirusuite.de/, applies.
(2) Furthermore, the contract may be terminated in writing by either party without notice for good cause. Good cause entitling AutoDirector to terminate the contract shall be deemed to exist in particular if the customer infringes AutoDirector's rights of use by using the software beyond the scope permitted under this contract and fails to remedy the infringement within a reasonable period of time after receiving a warning from AutoDirector. If the customer uses the software for illegal purposes, a warning from AutoDirector shall not be required.
(3) In the event of termination, other termination of this contract and after the end of the rental period, the customer must cease using the software and remove all installed copies of the software from their computers and, if necessary, return any backup copies made to AutoDirector at its discretion without delay or destroy them.
§ 15 - Confidentiality
(1) The contracting parties undertake to keep confidential information of the other party strictly and absolutely secret and to protect it by appropriate technical and organisational measures.
(2) "Confidential information" means all information and documents of a party that are marked as confidential or are to be regarded as confidential under the circumstances, in particular information about the products of the respective party, including object codes, documentation and other documents, operational processes, business relationships and know-how.
(3) The confidentiality obligation in paragraph (1) does not apply to confidential information
a. which was demonstrably already known to the recipient at the time of conclusion of the contract or subsequently becomes known to third parties without violating any confidentiality agreement, legal provisions or official orders;
b. which is publicly known at the time of conclusion of the contract or becomes publicly known thereafter, provided that this is not due to a breach of this contract;
c. which must be disclosed due to legal obligations or by order of a court or authority. To the extent permissible and possible, the recipient obliged to disclose shall inform the other party in advance and give it the opportunity to take action against the disclosure.
(4) The parties shall only grant access to confidential information to advisors who are subject to professional secrecy or who have previously been imposed obligations corresponding to the confidentiality obligations of this contract. Furthermore, the parties shall only disclose the confidential information to those employees who need to know it for the performance of this agreement and shall also oblige these employees to maintain confidentiality to a sufficient extent permitted by labour law for the period after their departure.
§ 16 - Data protection
(1) AutoDirector, its bodies and employees are obliged to observe data protection and maintain confidentiality. They are therefore prohibited from processing or using personal data outside the scope of their lawful duties. This also applies to data that comes to the knowledge of AutoDirector, its bodies or employees in the course of their work for customers or suppliers. This obligation shall remain in force even in the event of a change of duties and after termination of the service or employment relationship.
(2) The customer shall only make the contractual items accessible to employees and other third parties who need access to them in order to perform their duties. The customer shall instruct these persons about the confidentiality of the items.
(3) AutoDirector processes the customer's data required for business transactions in compliance with data protection regulations. AutoDirector may name the customer as a reference customer after successful completion of the services.
(4) The contracting parties assume that AutoDirector will not become aware of any personal data relating to the customer. Should this change, AutoDirector will act on behalf of the customer in accordance with Art. 28 GDPR. AutoDirector will therefore only use the personal data within the scope of this contract or other written instructions from the customer and in accordance with data protection regulations; the involvement of subcontractors in areas where personal data may be accessed requires the written consent of the customer in each individual case. The contracting parties are then obliged to conclude an agreement on order processing in accordance with Art. 28 GDPR.
§ 17 - Final provisions
(1) Amendments to these General Terms and Conditions shall be offered to the customer in text form at least two months before the proposed date of their entry into force. The customer's consent shall be deemed to have been given if they have not notified their rejection in writing before the proposed date of entry into force of the amendments. AutoDirector shall refer to this approval effect in the notification. Any individual contractual arrangements between the customer and AutoDirector cannot be brought about by this amendment to the General Terms and Conditions.
(2) The customer may only offset claims that have been recognised in writing by AutoDirector or have been legally established. Except in the area of Section 354a of the German Commercial Code (HGB), the customer may only assign claims arising from this contract to third parties with the prior written consent of AutoDirector.
(3) The law of the Federal Republic of Germany shall apply, excluding the United Nations Convention on Contracts for the International Sale of Goods of 11 April 1980 (UN Sales Convention).
(4) The place of performance and exclusive place of jurisdiction for all disputes arising from and in connection with this contract is the registered office of AutoDirector.
(5) In the event that the contract between AutoDirector and the customer is terminated for any legal reason whatsoever, those provisions shall continue to apply which, according to their meaning and purpose, would justify their continued validity even after the termination of the mutual performance obligations. This includes, in particular, the following areas of these General Terms and Conditions:
a. Provisions on confidentiality and data protection;
b. Provisions on liability;
c. Provisions on remuneration and invoicing until outstanding remuneration has been paid in full;
d. Final provisions.
