General terms and conditions
1. Scope, contradictory terms and conditions
1.1. These general terms and conditions (hereinafter referred to as “General Terms and Conditions” or “GTC”) apply to the contractual relationship, including test and pilot projects, between the customer (hereinafter “Customer”) and Assemblio GmbH, Kreuznacher Straße 58, 70372 Stuttgart (hereinafter referred to as “Assemblio”) with regard to the use of our software to create assembly instructions, including the use of the associated viewer website (the software including the website is referred to as “Software” below)) as Software-as-a-Service (hereinafter referred to as “SaaS”).
1.2. Assemblio's offer is aimed exclusively at entrepreneurs.
1.3. These general terms and conditions apply exclusively. The customer's general terms and conditions apply only if and insofar as this has been expressly agreed.
2. Conclusion of contract
2.1. Offers from Assemblio are subject to change and non-binding; unless the offer is specified as binding in writing.
2.2. The customer is bound by his order or other declarations for the conclusion of contracts for 2 weeks.
2.3. To place an order online, the customer goes through the ordering process on the Assemblio website and enters the information requested there. Before sending the order, the customer has the opportunity to check or correct their order data once again. Only when the order is sent does the customer make a binding offer.
2.4. A legal obligation only comes through
contract signed by both parties,
Order confirmation from Assemblio by post, fax or email or
upon request from Assemblio to the customer for payment
attained.
2.5. Assemblio stores the contract terms, i.e. the order data and the present terms and conditions. For his part, the customer can print out or save the contract terms by using the usual functionality of his browser. The booking data or order data or registration data are included in the overview, which is displayed in the last step of booking, ordering or registration.
2.6. The contract language is German.
3. Subject matter of the contract
3.1. The subject of the contract is a cloud-based software solution for assembly planning with granting of usage rights in accordance with Section 4. For the duration of this contract, Assembly provides the customer with the latest version of the software via the Internet for a fee. For this purpose, Assemblio keeps the software available on a (cloud) server that is accessible to the customer via the Internet.
3.2. The scope, nature and quality of the services are determined by the mutually signed contract or order confirmation from Assemblio, otherwise the offer from Assemblio. The range of functions of the software results from the service description attached to the contract signed by both parties, the order confirmation from Assemblio or the offer from Assemblio. Other information or requirements only become part of the contract if the contractual partners have agreed to this in writing or Assemblio has confirmed them in writing. Subsequent changes require a written agreement or written confirmation from Assemblio.
3.3. The service descriptions are not guarantees. A warranty requires a written statement from Assemblio's management.
3.4. Unless otherwise agreed, Assemblio provides the customer with the software for use at the handover point with an availability of 95%. Availability is calculated on the basis of the time allotted to the respective calendar month during the contract period minus maintenance times. Assemblio is entitled to carry out maintenance work for up to 4 hours per calendar month, which is not considered an interruption of availability, even if there is no system availability for this period.
3.5. Assemblio is entitled to use subcontractors.
4. Rights of use
4.1. Granting of licenses: All rights to the software — in particular copyright and other industrial property rights — belong exclusively to Assemblio or its licensors. During the term, Assemblio grants the customer the simple, non-transferable, territorially unlimited right to use the software and documentation for internal business operations in accordance with the contractual conditions for the duration of the agreed term of the contract. The right of use allows the customer's authorized users to use the software, in particular to configure and use the software and the interfaces of the software applications (API) within the contractually agreed scope of use and to act in accordance with the provision for on-premise service. The login details for the cloud are used. Insofar as Assemblio provides new versions of the software during the term of the contract, the granting of licenses applies accordingly. With on-premise service, the customer's right to use the previous version of the software expires when the new version is implemented for use on production systems.
4.2 License restrictions: Unless otherwise expressly agreed, the customer is not entitled to the following actions:
a) re-license and/or sub-license, sell or otherwise make the software available to third parties;
b) to combine the software with its own added value (“value-add”) in order to produce a commercial software solution;
c) to copy, decompile, disassemble, translate or reverse engineer the software in whole or in part or otherwise extract the source code or algorithms or processes from the software, except as permitted by statutory provisions (such as § 69d UrhG), or to circumvent technical restrictions in the software;
d) to modify, adapt, or create derivative works from the software;
e) remove copyright notices, trademarks, or other protective notices from the software;
f) to use the software in a way that violates applicable law, in particular not to transmit information and data that is illegal or infringes the property rights of third parties, or to use it in a way that jeopardizes the operation or security of the software, such as impairs or violates the integrity or security of a network or system, bypasses filters, or sends viruses or malware code.
g) The customer will oblige its authorized users to comply with the provisions of this contract that apply to them.
4.3. The customer is responsible for monitoring the use of the software and immediately reports to Assemblio in writing any use that exceeds the contractually agreed scope of use. In this case, the customer is obliged to purchase appropriate licenses based on the Assemblio price list valid at the time of purchase retroactively to the date of use contrary to the contract or to repay for the unauthorised period of use. Assemblio is entitled to review the use of the software subject to the contract at least once a year and for justified reasons. This is done either via appropriate verification tools from Assemblio or, upon request from Assemblio, the customer must provide a self-assessment.
4.4. Use contrary to the contract or illegal use:
a) In the event of use of the software by the customer in breach of contract or unlawful, Assemblio may temporarily restrict or completely suspend access to the cloud service in accordance with the principle of appropriateness, in particular if an unauthorized user uses the cloud services and to prevent damage if the rights or rights of third parties could have an effect. Assemblio will immediately notify the customer in advance by email of any such restriction or suspension to be carried out for appropriate reasons. The previous section applies mutatis mutandis to the blocking of interfaces (APIs) that Assemblio makes available to the customer for communication with third-party software. The right to cancel for good cause is unaffected.
b) In the event of a violation of license restrictions, the customer must pay for each infringement a contractual penalty to be determined by Assemblio at its reasonable discretion and to be reviewed by the competent court in the event of a dispute. Irrespective of this, Assemblio can enforce its claims for information and compensation, with any contractual penalty being charged in the event of a claim for compensation.
4.5. The customer grants Assemblio and its subcontractors the simple right to use the data and/or customer software entered by the customer into the cloud, exclusively and only to the extent necessary for the purpose of providing the cloud services or in anonymized form to improve the cloud services, in particular to create backup copies, to carry out support measures and application security tests that are necessary as part of information security.
4.6. When feeding his own software into the cloud platform, the customer will ensure that he has received the appropriate reproduction rights from the licensor of this software for use within a cloud service. He releases Assemblio from all third-party claims based on the data he has fed into the cloud and stored there, and reimburses Assemblio for all necessary costs that it may incur as a result of possible infringements of rights.
5. Data protection
If the customer processes personal data, he is responsible for compliance with data protection regulations. Assemblio will process the customer's data required to execute the contract in compliance with data protection regulations.
6. Documentation and Support
6.1. Assemblio provides the customer with software documentation online, which contains user instructions; unless it is a test or pilot project.
6.2. Assemblio only provides the customer with support if this is provided for in the service description.
7. Data storage, data backup
7.1. The customer has the option to store data on Assemblio's (cloud) servers (and/or have it stored by users of the app), which he can access in connection with the use of the service. Assemblio only owes the provision of storage space for use by the customer. Assemblio has no custody or custody obligations with regard to the data transmitted and processed by the customer. The customer is responsible for compliance with commercial and tax law retention periods.
7.2. Assemblio will back up the customer's data on the data server at least once a week.
7.3. The customer will also keep all data that he stores on Assemblio servers or in the cloud and/or has stored by app users on his own resources so that it can be reproduced and used again for the intended purposes at any time. The customer will back up this data at appropriate intervals, but at least once a week. Any further legal obligation on the part of the customer with regard to data backup remains unaffected.
7.4. The customer is not entitled to transfer the storage space provided by Assemblio to a third party in part or in full, for a fee or free of charge.
8. Data export
As part of the contract, the customer has the option of exporting his data from (cloud) servers via the software.
9. Access rights
The customer receives access authorization to manage the software, consisting of a user password and a password. The customer may only provide the user password and password to authorized users. The customer must oblige authorized users to treat these access data confidentially. Otherwise, the access data must be kept secret.
10. Customer's obligations to cooperate and protect
10.1. The use of Assemblio's services in accordance with the contract depends on the hardware and software used by the customer or his authorized employees, including mobile devices, mobile connections, PCs, etc., meeting the minimum technical requirements for using the software version currently offered and that users authorized by the customer to use the software are familiar with the operation of the software. The minimum technical requirements are set out in the service description. The customer will install software updates immediately.
10.2. The customer undertakes not to store or have any illegal content that violates laws, official requirements or the rights of third parties stored on the storage space provided.
10.3. The customer is obliged to prevent unauthorized access by third parties to the protected areas of the software by taking appropriate measures. For this purpose, the customer will, if necessary, inform his employees of compliance with copyright law.
11. Compensation, invoicing
11.1. The customer pays the agreed remuneration.
11.2 Assemblio invoices for services. The invoice is due within 14 days of the invoice date.
All prices are exclusive of the applicable statutory sales tax.
11.3. Unless otherwise agreed, invoices are sent electronically. The customer must ensure that the email address provided by him is always available and that he regularly checks his emails. Invoices sent by email are considered to have been delivered. The customer is obliged to inform Assemblio in writing within three days of becoming aware of changed addresses, e-mail addresses and tax numbers (in particular sales tax identification numbers).
11.4. The customer must raise objections to invoices at least in writing within one week of invoicing. Subsequent complaints will not be accepted.
11.5. If the customer is in arrears with a payment, statutory default interest is incurred.
11.6. Assemblio may deny access to the software after the fruitless expiry of a reasonable period of grace until payment has been made.
11.7. Further rights of Assemblio (in particular the right to terminate for good cause and claim compensation) remain unaffected.
11.8. The agreed remuneration is valid for the agreed minimum term. With a notice period of 10 weeks before the end of the minimum or the respective extension period, Assemblio may then increase the remuneration with effect from the start of the next contract period by means of a written declaration of adjustment to the customer. After receiving the declaration of adjustment, the customer can duly cancel the contract at the end of the current contract period (6-week period, see § 7). If the customer does not cancel at the end of the current contract period, the amended remuneration is considered to have been agreed from the new (extended) contract period.
11.9. The customer can only offset undisputed or legally established claims and base a right of withholding only on undisputed or legally established claims.
12. contract period
12.1. The contract runs for one year and is extended by a further year if it is not terminated in writing by one of the two parties with a notice period of 6 weeks until the end of the initial contract period or the respective extension period.
12.2. The right to extraordinary termination for good cause remains unaffected. One important reason in particular is the spread of malware.
13. Warranty, force majeure
13.1. Test/pilot projects Software functions in test/pilot projects are provided as is, without warranty; in particular, Assemblio does not guarantee the suitability of the software for the customer's business processes, uninterrupted or error-free use.
13.2. If Assemblio has a warranty obligation, the following applies:
a) Assemblio guarantees that the software meets the specifications agreed in the service description during its term of use and does not infringe the rights of third parties when used in accordance with the contract by the customer. Assemblio is not responsible for the quality of the functionality of the additional quality.
b) Assemblio does not guarantee that the software is suitable for the customer's business processes. The customer himself is responsible for verifying that the ordered service is suitable for his application purposes.
c) The customer is obliged to immediately report any defect to Assemblio in writing with a detailed description of the defect.
d) The prerequisite for statutory claims for defects is that the suitability of the software for use in accordance with the contract is more than insignificantly reduced. Assemblio will remedy a defect within a reasonable period of time. Assemblio is entitled to remedy the defect by means of a workaround solution if the cause of the defect itself can only be remedied with disproportionate effort, the service is usable and the solution is reasonable for the customer.
e) Non-fault liability for defects already existing at the time of conclusion of the contract in accordance with Section 536a (1) Alt. 1 BGB is excluded, except in the case of fraudulent concealment of the defect by Assemblio. Claims due to such defects based on use under unagreed operating conditions or an unagreed system environment are also excluded.
f) Disorders due to:
improper or contractual or illegal use or modification of the software and cloud services;
failure to install updates;
customer-side malware or viruses;
third party software or hardware, or failure to maintain them under the responsibility of the customer; or
by using unapproved or incorrect source data (CAD export version)
have been created through add-ons
do not represent a defect.
g) Assemblio is not responsible for any default or failure to fulfill an obligation under this Agreement due to unforeseeable events that occur after the effective date of this Agreement and that are beyond its reasonable control, such as strikes, blockades, war, terrorism, insurrections, natural disasters and pandemics (= “Force Majeure”), if Assemblio is unable to prevent the force majeure at reasonable cost or to eliminate. In this case, the parties will be released for the duration of the force majeure, including an appropriate start-up phase of their mutual performance obligations with regard to the affected part of the service. Binding dates are postponed accordingly.
14. Disclaimers and limitations of liability
14.1. Without prejudice to other legal eligibility requirements, Assemblio's liability for damages is subject to the following exclusions and limitations of liability:
14.1.1. Assemblio is liable if it is guilty of malice, intent or gross negligence. Assemblio is only liable for simple negligence in the event of a breach of an obligation whose fulfilment makes the proper execution of the contract possible in the first place and on whose compliance the contractual partner may regularly rely (so-called cardinal obligation). In addition, liability for damages of all kinds, regardless of the basis of claim, including liability for fault upon conclusion of contract, is excluded.
14.1.2. Insofar as Assemblio is liable for simple negligence in accordance with Section 14.1.1, its liability is limited to the damage that Assemblio typically had to reckon with under the circumstances known at the time of conclusion of the contract.
14.1.3. The foregoing exclusions and limitations of liability do not apply if
Assemblio has provided a guarantee
for damage that is to be compensated under the Product Liability Act and
for damage to life, body or health.
14.1.4. The above exclusions and limitations of liability also apply in favour of employees, vicarious agents and other third parties whose assembly is used to fulfill the contract.
15. Statute of limitations
15.1. Claims arising from material defects expire within one year. In the case of claims for compensation or reimbursement of futile expenses that are not based on material defects, the limitation period is two years. The limitation period begins at the time when the customer becomes aware of the circumstances giving rise to the claim or must obtain it without gross negligence.
15.2. The limitation period shall apply at the latest upon expiry of the maximum periods set out in Section 199 BGB. Section 15.1 does not apply to claims for damages and expenses arising from intent, gross negligence, malice and the cases referred to in Section 14.1.3.
16. references
Assemblio can refer to the customer on its website, unless the customer objects to this in text form. An objection is possible at any time with effect for the future. The customer gives Assemblio a period of one week to remove it from the website.
17. Amendment to the terms and conditions
Unless otherwise specifically regulated, Assemblio is entitled to change or supplement its general terms and conditions. Assemblio will notify the customer of the changes or additions in writing no later than three weeks before they take effect. If the customer does not agree with the changes or additions, he can object with a period of one week from the date of the intended effective date of the changes or additions. If the customer does not object, the changes or additions are considered to have been approved by him. By notifying the customer of the changes or additions, we will draw particular attention to the above-mentioned significance of his conduct, in particular his silence following receipt of our notification.
18. Applicable Law and Jurisdiction
18.1. The law of the Federal Republic of Germany applies.
18.2. The place of fulfilment and jurisdiction in dealings with merchants, legal entities under public law or special funds under public law is the registered office of Assemblio. However, Assemblio is entitled, at its discretion, to sue at the customer's registered office.
Status 01/2025