General Terms an Conditions

1. Scope, contradictory terms and conditions

1.1. These general terms and conditions (hereafter referred to as “General Terms and Conditions” or “T&C”) apply to the contractual relationship, including test and pilot projects, between the customer (hereafter “Customer”) and Assemblio GmbH, Kreuznacher Straße 58, 70372 Stuttgart (hereafter “Assemblio”) with regard to the use of out software for the creation of installation instructions, including use with the corresponding viewer website (the software, including the website, are hereafter referred to as “Software”) as Software-as-a-Service (hereafter “SaaS ”).

1.2. The offer from Assemblio is exclusively directed towards businesses.

1.3. The present general terms and conditions apply exclusively. The customer’s general terms and conditions only apply if this has been expressly agreed.

‍

2. Conclusion of the contract

2.1. Offers from Assemblio remain free and non-binding; unless the offer offer has been declared binding in writing.

2.2. The customer is bound to their order or other declaration regarding the conclusion of contracts for 2 weeks.

2.3. In order to undertake an order online, the customer carries out the ordering process on the Assemblio website and enters the information requested there. Prior to submitting the order, the customer has the opportunity to review and correct the order information one more time. The customer only submits a biding offer upon submitting the order.

2.4. A legally binding agreement only arises through

1. both sides having signed the contract,
2. an order confirmation from Assemblio via post, fax or email, or
3. a demand for payment from Assemblio to the customer.

2.5. Assemblio stores the contractual provisions, i.e. the order data and the present T&C. The customer may print out the contractual provisions or save them for their own purposes via the standard functions of their browser. The booking, order or registration data are included in the overview shown during the last step of the booking, order or registration.

2.6. The contractual language is German.
‍

3. Object of the contract

3.1. The object of the contract is a cloud-based software solution for installation planning with a granting of rights as per Item 4. Assemblio provides the software to the customer for the duration of this contract in the respective current version via the internet for a fee. For this purpose, Assemblio maintains the software on a (cloud)  server which can be accessed by the customer via the internet.

3.2. The countersigned contract or order confirmation from Assemblio is decisive for the scope, type and quality of the services; otherwise the order confirmation from Assemblio or the scope of services appended to the offer from Assemblio is decisive. Other information or demands are only objects of the contract if the contractual partners have agreed this in writing. Subsequent changes require the written agreement or written confirmation of Assemblio.

3.3. The scope of services do not represent a guarantee. A guarantee requires a written declaration by the managing director(s) of Assemblio.

3.4. Inasmuch as there is no deviating agreement, Assemblio provides the software to the customer for use at the point of transfer with an availability of 95%. The availability is calculated based on the time falling within each respective calendar month within the contractual period, minus wait times. Assemblio reserves the right to conduct maintenance up to 4 hours per calendar month which are not considered interruptions in availability, even if there is no system availability during this time.

3.5. Assemblio reserves the right to employ subcontractors.

‍

4. Usage rights

4.1. Grant of license: All rights to the software – particularly copyright and other commercial property rights – are exclusively held by Assemblio or licensors. Assemblio grants the customer the simple, non-transferable, territorially unlimited right of use of the software and the documentation of internal business operations as per the contractual conditions for the agreed duration of the contract. The usage rights permit the authorised users to make use of the software, particularly to configure and the software and interfaces of the software application (API), and to act in case of on-premise service, in accordance with the conditions within the contractually agreed scope of use. The access data for the cloud services must not be used multiple times or by multiple persons at the same time.

If Assemblio makes new versions of the software available during the duration of the contract, the grant of license also applies to these accordingly. In the case of on-premise service, the customer’s usage rights end with the implementation of the new version for use in productive systems.

4.2 License limitations: Unless otherwise explicitly agreed, the customer does not have a right to undertake the following actions:

a) further license and/or sublicense the software, sell the software or otherwise make it available to third parties;

b) combine the software with their own value add in order to create a commercial software solution;

c) copy, decompile, disassemble, translate or reverse engineer the software, or otherwise retrieve the source code or algorithms or processes from the software, unless this is permissible according to legal provisions (e.g. § 69d UrhG [Urheberrechtsgesetz (German Copyright Law)]), or circumvent technical limitations within the software;

d) change or adjust the software, or create derivative works from the software;

e) remove copyright marks brand names or other protective marks from the software;

f) use the software in such a way that violates applicable law—in particular information or data must not be transferred to third parties which are unlawful or injurious to the protective rights of third parties—or use the software in such a way that the operation or security of the software is endangered or the integrity or security of a network or system is impaired or damaged, or which circumvents the filter, or sends viruses or malware codes.

g) The customer shall oblige their authorised users to observe the stipulations of this contract applicable to them.

4.3. The customer is responsible for the monitoring of the use of the software and shall notify Assemblio without delay of any use which extends beyond the contractually agreed upon scope of use. In this case, the customer is obligated to purchase the usage rights retroactively to the time of the usage contrary to the contract according to Assemblio’s currently applicable price list, or to provide subsequent payment for the unauthorized period of use. Assemblio has the right to review the software which is the object of the contract at least once per year and for justifiable reasons. This is done either via appropriate review tools from Assemblio, or the customer must provide a self-declaration upon request by Assemblio.

4.4. Usage in violation of the contract or law:

a) In case of usage of the software by the customer in violation of the contract or law, Assemblio may temporarily restrict or entirely sever access to the cloud service according to the principle of commensurability, particularly when an unauthorised user accesses the cloud services, or for the purposes of preventing damage when the unlawful use represents a risk of negative impacts for the cloud service, other Assemblio customers or the rights of third parties. Assemblio will notify the customer via email without delay regarding such a restriction or severance for just cause in advance. The previous paragraph applies in particular to the blocking of interfaces (APIs) which Assemblio provides to the customer for communication with the software of third party providers. The right to termination for just cause remains unaffected.

b) In case of violation of licencing restrictions, the customer must pay a contractual penality for each violation at the reasonable discretion of Assemblio, to be reviewed by the court of jurisdiction in case of dispute. Independent of this, Assemblio may assert its claims to information and damages, whereby the demand for damages shall be added to any contractual penalty.

4.5. The customer shall provide Assemblio and its subcontractors with the simple usage rights to the data and/or customer software stored in the cloud by the customer, exclusively or only to the extent necessary for the purposes of bringing these into the cloud, or in anonymised form for improving cloud services, particularly for the creation of back-up copies, and performing support measures and application security tests which are necessary within the scope of information security.

4.6. Upon uploading their own software to the platform, the customer ensures that they have received reproduction rights for use within a cloud service from the the licensor of this software. They free Assemblio from the claims of all third parties based on the data uploaded and stored by themselves in the cloud and shall reimburse Assemblio for any necessary costs which may arise from any potential rights violations due to this.

‍

5. Data protection

If the customer processes personal data, they are responsible for observing the legal data protection regulations. Assemblio shall process the data from the customer necessary for performance of the contract in accordance with the data protection regulations.

‍

6. Documentation and Support

6.1. Assemblio shall provide the customer with online documentation regarding the software containing user instructions, unless with regard to a test or pilot project.

6.2. Assemblio shall provide the customer with support if this is contained in the description of services.

‍

7. Data storage, data security

7.1. The customer has the option of storing data on Assemblio’s (cloud) servers (and/or to allow app users to store data) to which they can have access in connection with the use of the service. Assemblio only owes the customer provision of storage space for use by the customer. Assemblio gives no guarantees regarding the safekeeping or protection of data transferred and processed by the customer. The customer is responsible for the observation of commercial and tax law-related retention periods.

7.2. Assemblio shall secure the data of the customer on the data services at least once per week.

7.3. The customer shall additional maintain all data which they have stored or allow users of the app to store on Assemblio’s servers or in the cloud on their own resources, such that the data may be reproduced and used at any time for purposes in accordance with the stipulations. The customer shall secure this data at regular intervals, at least once per week. Further legal cooperation obligations of the customer with regard to data security remain unaffected.

7.4. The customer does not have the right to provide storage capacity provided to them by Assemblio to third parties in part or in whole, for a fee or free of charge.
‍

8. Data export

Within the framework of the contract, the customer has the option of exporting their data via the software from the (cloud) servers.

‍

9. Access authorisation

The customer shall receive access authorisation for the administration of the software, consisting of a user name and password. The customer may only provide the user name and password to authorised users. The customer shall oblige the authorised users to treat these access data confidentially. The access data are otherwise to be kept confidential.

‍

10. Cooperations and protective duties of the customer

10.1. The contractually compliant use of Assemblio’s services depends on whether the hard and software used by the customer and their authorised employees—including mobile devices, mobile connections, PCs, etc.—meet the minimum technical requirements for the use of the software version currently offered and whether the users authorised by the customer to use the software are trained in the operation of the software. The minimum technical requirements are listed in the description of services. The customer shall install respective updates of the software without delay.

10.2. The customer is obligated not to store or allow to be stored any illegal content in the provided storage space which violates laws, official regulations or the rights of third parties.

10.3. The customer is obligated to prevent unauthorised access by third parties to the protected areas of the software through appropriate preventative measures. To this end, the customer—as far as necessary—shall train their employees on observation of copyrights.

‍

11. Remuneration, invoicing

11.1. The customer shall pay the agreed remuneration.

11.2 Assemblio shall invoice the services. The invoice is due within 14 days of the invoice date. All prices are stated exclusive of the respective legally applicable vale added tax.

11.3. Unless otherwise agreed, invoices are sent electronically. The customer must ensure that the email address provided my him is always accessible and that they regularly retrieve their emails. Invoices sent via email are considered received. The customer is obligated to inform Assemblio in writing of a change of address, email address or tax number (especially value added tax number) within three days of this becoming known.

11.4. Objections to invoices must be submitted by the customer within one week of receipt of the invoice in written form. Later complaints will not be recognised.

11.5. If the customer is in arrears with a payment, the legally applicable interest on arrears applies.

11.6. Assemblio may refuse access to the software after the unsuccessful expiration of an appropriate deadline until the payment has been made.

11.7. Further rights of Assemblio (particularly the right to termination for just cause and claims to damages) remain unaffected.

11.8. The agreed remuneration applies for the agreed minimum contract duration. Assemblio may increase the agreed remuneration with a notification period of 10 weeks prior to the expiration of the minimum period or the respective extension period, effective from the start of the next contractual period, via a written declaration of the adjustment to the customer. Upon receipt of the declaration of the adjustment, the customer may invoke a regular cancellation for the end of the present contractual period (6-week notification period, see § 7). If the customer does not submit a cancellation for the end of the present contractual period, the adjusted remuneration is considered to be agreed upon for the new (extended) contractual period.

11.9. The customer may only offset with undisputed or legally binding claims and may not base a right of retention on uncontested or legally binding claims alone.

‍

12. Contractual duration

12.1. The duration of the contract is one year and is extended by one additional year if not cancelled in writing by one of both parties with a notification period of 6 weeks prior to the expiration of the original contractual period or the respective extension period..

12.2. The right to exceptional cancellation remains unaffected. A just cause includes, in particular, the distribution of malicious software.

‍

13. Guarantee, force majeure

13.1. Test/pilot projects
Software functions in test/pilot projects are provided in their “as is” state, without guarantee; in particular, Assemblio does not guarantee the appropriateness of the software for the operational processes of the customer, or its uninterrupted or error-free use.

13.2. If Assemblio has an obligation to provide a guarantee, the following applies:

a) Assemblio guarantees that the software will fulfil the agreed specifications stipulated in the description of services during its contractual period, and does not violate the rights of third parties when used in accordance with the contract. The description in the description of services is conclusively decisive for the characteristics of the functionality. Assemblio is not obligated to provide any additional characteristics.

b) Assemblio provides no guarantee that the software is appropriate for the operational processes of the customer. The customer is responsible for assuring themselves that the service ordered is appropriate to their use case.

c) The customer is obligated to report any defect to Assemblio without delay in writing with a detailed description of the defect.

d) The prerequisite for legal claims for defects is that the suitability of the software for the contractually stipulated use is more than only mildly impaired. Assemblio shall remedy the defect within an appropriate period. Assemblio has the right to remedy the defect via a workaround solution if the cause of the defect itself can only be remedied with in incommensurate amount of effort, usability is ensured and the solution may be reasonably used by the customer.

e) Liability without fault for defects existing prior to conclusion of the contract as per § 536a para. 1 clause 1 BGB [Bürgerliches Gesetzbuch (German Civil Code)] is excluded except in the case of fraudulent concealment of the defect by Assemblio. Claims due to such defects are likewise excluded which are based on usage under conditions or system environments not agreed upon.

f) Disruptions due to:

• usage which is inappropriate or contrary to contractual or legal provisions, or modification of the software or cloud services;
• failure to install updates;
• customer-side malware or viruses;
• third-party software or hardware or failure to maintain the same, for which the customer is responsible; or
• the use of unreleased or defective underlying data (CAD Export Version)
• the use of add-ons,

do not represent defects.

g) Assemblio is not responsible for any delay or non-fulfilment of an obligation according to this agreement due to unforeseeable events arising after the effective date of this agreement and which are outside of its reasonable control, such as strikes, blockades, war, terrorism, revolts, natural catastrophes and pandemics (= “force majeure”) if Assemblio is not able to prevent or remedy the force majeure at a reasonable cost. In this case, the parties are free from their mutual performance obligations with regard to the affected portion of services for the duration of the force majeure, including an appropriate start-up period. Binding dates are postponed accordingly.

‍

14. Liability exclusions and limitations

14.1. The following liability exclusions and limitations apply to Assemblio’s liability for damages, irrespective of the other applicable legal prerequisites for claims:

14.1.1. Assemblio is liable if guilty of malicious, intentional or grossly negligent action. For simple negligence, Assemblio is liable only in case of violation of an obligation, the fulfilment of which is essential to the normal fulfilment of the contract itself and the contractual partner may normally rely (so-called cardinal obligation). Otherwise, liability for damages of any kind, regardless of the underlying basis of the claim, including liability for faults arising from the conclusion of the contract, is excluded.

14.1.2. In the case that Assemblio is liable for simple negligence as per Item 14.1.1., its liability is limited to the damages which Assemblio would typically anticipate might arise under the conditions known to Assemblio upon conclusion of the contract.

14.1.3. The above liability exclusions and limitations do not apply

• if Assemblio has undertaken a guarantee,
• for damages to be compensated under product liability law and
• for damages to life, body or health.

14.1.4. The above liability exclusions and limitations also apply to the employees, vicarious agents and other third parties engaged by Assemblio for the fulfilment of the contract.

15. Limitation period

15.1. Claims arising from material defects are limited to one year. In case of damage claims or reimbursement of futile expenditures not arising from material defects, the limitation period is two years. The limitation period begins at the time at which the customer becomes aware of the conditions justifying the claim or should have become aware without gross negligence.

15.2. The limitation period begins at the latest following expiration of the maximum periods in accordance with § 199 BGB. In case of damage or expenditure claims due to intent, gross negligence or malice, and in the cases listed in Item 14.1.3., Item 15.1. does not apply.

‍

16. References

Assemblio may refer to the customer on its website, as long as the customer does not object to this in writing. An objection may be made at any time with future effect. The customer allows Assemblio a period of one week to remove the reference from the website.

‍

17. Changes to the terms and conditions

If not otherwise specifically stipulated, Assemblio has the right to change or supplement its terms and conditions. Assemblio shall inform the customer of the changes or supplements three weeks at the latest prior to their effect date. If the customer does not agree to the changes or supplements, they may object within a notification period of one week prior to the intended effective date of the changes or supplements. If the customer does not object, then the changes or supplements shall be considered agreed by them. With the notification of the changes or supplements, we shall especially point out to the customer the impending intended implications for their behaviour, particularly a non-response after receipt of our notification.

‍

18. Applicable law and jurisdiction

18.1. The law of the Federal Republic of German applies.

18.2. The place of fulfilment and jurisdiction in transactions with merchants, legal persons under public law or special assets governed by public law is the headquarters of Assemblio. However, Assemblio reserves the right to sue at the headquarters of the customer at its own discretion.

Version 01/2025

‍