2.1             The software shall be made available to the User together with the user documentation via the Internet.

2.2             The features of the software as well as a possible unlimited or maximum number of evaluations, users and data profiles are described in detail in the offer of BATALYSE and there in particular by naming the respective license type (e.g. single workstation  license, server license). The number of licenses (e.g. number of workstation licenses), which the user acquires, also depends on the offer of BATALYSE. Unless otherwise agreed, the user acquires the right to use the software on one single computer (single user license).

2.3             The software of BATALYSE is continuously improved and new versions are made available, e.g., as download. A legal claim of the user to receive updates, upgrades or specific features at a certain time does not exist. BATALYSE grants the user a right to use the new versions to the extent the user has acquired rights to the version of the software at the time of conclusion of the contract with BATALYSE. If a software provided hereunder replaces a previous version (old program version), the rights of use granted to the user for the previous version shall expire at the time the user starts to use the new version.

2.4             Product descriptions, illustrations, documentation and comparable documents are descriptions of performance, but not guarantees. A warranty requires a written declaration by BATALYSE.

3.1          The rent to be paid depends on the offer of BATALYSE. Unless otherwise stated in the offer, the prices are net, so that the user has to pay additionally the value added tax in the respective legal amount. For users not resident in Germany the rent does not include the respective national taxes of the user, fees and customs duties, which then have to be paid additionally by the user, if applicable.

3.2          The rent plus tax is due annually in advance according to the offer of BATALYSE. The rent is payable without deduction to the account of BATALYSE, which will be announced to the user separately.

4.1             In case of an amendment of these terms and conditions, the service obligations of BATALYSE and the rent to be paid by the user, caused by BATALYSE, the respective new version and/or the new service obligations and/or the new prices shall become part of the contract at the earliest two months after receipt of a corresponding declaration by the user. The respective new prices shall become part of the contract at the earliest two months after receipt of a corresponding declaration by the user, if BATALYSE notifies the user of the changes in text form with reference to the possibility of objection as well as with reference to a one-month period of objection after receipt of the corresponding declaration and the user does not object within one month after receipt of the corresponding declaration.

4.2             If an objection is made in accordance with Section 4.1, the contract shall continue unchanged. The right of the contractual partners to terminate the contract shall remain unaffected.

5.1          The lease agreements shall be automatically extended at the end of the term under the same conditions (in particular the same prices, the same new fixed contract term), unless notice of termination is given in text form 2 months before the end of the respective term. The receipt of the declaration by the contractual partner shall be decisive for the timeliness of the termination.

5.2          Unless otherwise agreed, the lease agreements shall always have a term of 12 months. The specific term of the contract shall be determined by the offer of BATALYSE.

6.1          The User may reproduce the delivered program to the extent that the respective reproduction is necessary for the use of the program. Necessary duplications include in particular the installation of the program on the mass storage of the hardware used as well as the loading of the program into the main memory.

6.2          BATALYSE reserves the right to grant the rights of use only after complete receipt of payment for the full license period and to activate the software only then.

6.3          BATALYSE reserves the right to deactivate an already active license if payment is not received within 30 days of invoicing. Once the license is deactivated, no further evaluations can be conducted, and no new files can be processed.

7.1          The User shall not sell the Software including the user manual and any other accompanying material to third parties without the consent of BATALYSE, nor shall he transfer it for a limited period of time, in particular he shall not rent or lend it.

7.2          However, the surrender to third parties is permitted, who are not granted an independent right of use and who have to submit to the will of the user regarding the way of use. This is usually the case, in particular, with employees of the user. However, the prohibition of multiple use pursuant to Section 8 of these Terms and Conditions shall also be observed in such cases.

8.1     The use of the provided software within a network or other multi-station computer system is only permitted if the user has acquired a server license.

8.2     The number of users who may simultaneously use the Software within the network or other multi-station computer system shall depend on the type of server license which the User has acquired.

The right to decompile the subject matter of the license is granted only under the condition of § 69 e para. 1 nos. 1 to 3 UrhG and within the scope of § 69 e para. 2 nos. 1 to 3 UrhG. Prior to decompilation, the User shall first request the necessary information from BATALYSE.

10.1        BATALYSE is entitled to use the contractual relationship with the User for itself and for its own marketing activities using the trademarks and/or the logo and/or name of the User, subject to the consent of the User (which may be linked, for example, to the granting of special conditions for the purchase of BATALYSE’s software).

10.2        Upon BATALYSE’s consent, the User shall be entitled to use BATALYSE’s name and logo for advertising purposes.

11.1           Defects of the provided software including the user manual, tutorial videos and other documents shall be remedied by BATALYSE within a reasonable period of time after the user has notified BATALYSE of the defect. BATALYSE may choose to repair the defect free of charge or to replace the defective software.

11.2   The user commits himself to report error situations immediately and if a problem solution cannot be brought about immediately by telephone and/or by remote maintenance, to report the error situations in the form of an error description in text form to BATALYSE and to provide suitable documents, (log) files and information, so that BATALYSE is able to analyze and eliminate the error in a target-oriented way. The user has been explicitly informed by BATALYSE that any delay in reporting a defect will considerably increase the consequences and the efforts to eliminate the defect.

11.3           For the purpose of error checking and correction, the user allows BATALYSE to access the software by means of remote maintenance access or BATALYSE guides the user via video conferencing software. The user shall establish the necessary connections according to the instructions of BATALYSE.

11.4           The user may not enforce a reduction of rent by deduction from the agreed rent. Corresponding claims for enrichment or damages shall remain unaffected.

11.5           The User’s right to terminate the lease due to failure of use according to § 543 paragraph 2 sentence 1 No. 1 of the German Civil Code is excluded, unless the repair or replacement delivery is deemed to have failed.

12.1  BATALYSE is only liable to the user for damages caused intentionally or by gross negligence. This does not apply, if essential obligations of the contract are violated by BATALYSE. Essential contractual obligations are those, the fulfillment of which enable the proper execution of the contract in the first place and on the compliance of which the contractual partner regularly relies and may rely.

12.2           In case of slight negligence, BATALYSE shall not be liable for damages which are not due to a breach of essential contractual obligations, with regard to indirect damages, in particular consequential harm caused by a defect, unforeseeable damages or untypical damages as well as loss of profit.

12.3           If BATALYSE negligently violates an essential contractual obligation, BATALYSE shall only be liable for the foreseeable damage typical for the contract.

12.4           Any statutory liability of BATALYSE irrespective of fault – in particular liability under the Product Liability Act and statutory warranty liability – shall remain unaffected by the above limitations of liability. The same applies to the liability of BATALYSE in case of culpable injury to life, body or health.

12.5           The limitations of clauses 12.1, 12.2 and 12.3 shall also apply in favor of the legal representatives and vicarious agents of BATALYSE, if claims are asserted directly against them.

12.6           The strict liability of BATALYSE for defects already existing at the time of conclusion of the contract according to § 536 a paragraph 1 of the German Civil Code is expressly excluded.

13.1        The User’s claims shall become statute-barred within 12 months, except in the cases of 438 para. 1 no. 2 BGB and 634a para.1 no.2 BGB, in which cases the statutory limitation periods shall apply.

13.2  Excluded from clause 13.1. are claims for damages due to injury of life, body or health, due to and/or claims for damages due to gross negligence or intentional damage caused by BATALYSE. Also excluded are claims based on statutory strict liability of BATALYSE – in particular a liability according to the product liability law as well as a statutory warranty liability. In this respect, the statutory limitation periods shall apply.

14.1           The user is obliged to prevent unauthorized access of third parties to the program, tutorials and documentation by taking appropriate precautions. Passing on passwords to third parties for the use of the software, documentation, tutorial videos or for viewing or editing the source code is prohibited. Backup copies shall be kept in a place secured against unauthorized access by third parties.

14.2           The User shall expressly instruct its employees to comply with these contractual terms and conditions and copyright law. In particular, the User shall request its employees not to make any unauthorized copies of the user manual and tutorials.

14.3           If an employee of the user infringes the copyright of BATALYSE, the user is obliged to cooperate to the best of his ability in the clarification of the copyright infringement, in particular to inform BATALYSE immediately about the respective infringing acts.

15.1           Upon termination of the contractual relationship, the User is obligated to permanently delete the Software, manuals, tutorial videos, access credentials for the Batalyse website, and any copies thereof.

15.2            The User is expressly notified that continued use of the Software, manuals, tutorial videos, or access credentials after termination of the contractual relationship is prohibited. Any such use would constitute a copyright infringement against the rights holder. Section 14.3 applies accordingly to the period following the termination of the contractual relationship.

15.3            As an exception, Batalyse grants the User the right to access its data management system ‘Collect’ and its LIMS ‘Mind’ in read-only mode even after the termination of the contractual relationship.

16.1           BATALYSE is entitled to provide the contractually owed services through third parties, in particular through affiliated companies.

16.2           Except in the area of § 354 a HGB, the user may only assign claims from this contract with the prior written consent of BATALYSE.

16.3           The user is prohibited from offsetting his own claims against BATALYSE unless these claims are undisputed or have been legally established. The user can only exercise a right of retention if his counterclaim is based on the same contractual relationship and the counterclaim is not disputed or has not been legally established.

Deadlines and delivery times are only considered fixed at the expense of BATALYSE if they have been agreed as fixed in writing. Otherwise, the deadlines and delivery times are merely non-binding guidelines for BATALYSE.

18.1           The contracting parties undertake to treat all trade secrets of the other contracting party that become known to them during the performance of the contract as confidential.

18.2           The contracting parties will comply with data protection regulations. The contracting parties will conclude an additional agreement corresponding to the provisions of Art. 28 GDPR if necessary, with BATALYSE having the right to propose an agreement in this regard.

19.1        All agreements that involve a change, addition or specification of these contractual conditions must be recorded in writing. The written form also applies to the abolition of this written form requirement.

19.2        For the contractual relationship, the law of the Federal Republic of Germany applies with the exclusion of the UN Sales Convention.

19.3        If the user is a merchant, legal entity under public law or special fund under public law within the meaning of § 38 ZPO or if the user relocates his place of residence, habitual abode or registered office abroad after conclusion of the contract or if this is not known, exclusive place of jurisdiction is Karlsruhe. The courts in Karlsruhe are also responsible if the user has no general place of jurisdiction in Germany.

19.4        The invalidity or ineffectiveness of individual provisions of these General Terms and Conditions does not affect the validity of the remaining provisions.

19.5        In case of conflicts between the language versions, the German language version shall prevail. The English version is for reading only.