General Terms and Conditions of VineForecast GmbH

Friedrichstrasse 3-4

37073 Göttingen

- hereinafter referred to as "Provider" -

1 Validity

(1) All services and offers of the Provider are provided exclusively on the basis of these General Terms and Conditions. These are an integral part of all contracts that the Provider concludes with its contractual partners (hereinafter also referred to as "Customers"). They shall also apply to all future services or offers to the Customer, even if they are not separately agreed again.

(2) Terms and conditions of the customer or third parties shall not apply, even if the provider does not separately object to their validity in individual cases. Even if the provider refers to a letter that contains or refers to the terms and conditions of the customer or a third party, this does not constitute agreement with the validity of those terms and conditions. Any conflicting terms and conditions are hereby rejected.

(3) Our software is aimed exclusively at entrepreneurs (§14 BGB), legal entities under public law and special funds under public law. We do not conclude contracts with private end users.

(4) Our services are intended exclusively for professional use.

2 Subject matter of the contract

(1) The Provider shall provide the Customer with Software as a Service (hereinafter referred to as SaaS) via the Internet in the area of farm management. The service is used to plan and manage agricultural operations. Furthermore, disease forecasts for various plant diseases are calculated. These functions serve exclusively as decision support and are subject to critical review.

(2) The subject matter of the contract is

Granting of access to use the software (hereinafter referred to as "SOFTWARE") of the provider for use via the Internet (from the computer centre interface to the Internet).

The scope of services, the quality, the intended use and the conditions of use of the contractual services are set out in the respective service descriptions and FAQs on the provider's homepage at www.vineforecast.com.

(3) The Provider may provide updated versions of the software.

The provider shall inform the customer of updated versions and corresponding instructions for use by electronic means and make these available accordingly.

(4) The Provider is permitted to involve subcontractors. The use of subcontractors shall not release the Provider from its sole obligation to the Customer to fulfil the contract in full.

3 Registration and premium options (conclusion of contract)

(1) In the first step, the customer can register on the website for the free standard version. The opportunity to register on the provider's website does not constitute an offer, but merely an invitation to submit an offer. Similarly, the service descriptions contained on the provider's website do not constitute binding offers on the part of the provider, but serve to enable the customer to submit a binding offer.

(2) The customer can submit the offer via the registration system integrated into the homepage. After providing the required information and going through the registration system, the customer submits a legally binding contractual offer with regard to the registration for the standard version by clicking the "Register" button at the end of the order process. As a rule, the provider accepts this fully automatically.

(3) In addition, the customer has the option of booking further chargeable modules. To do this, the customer selects the desired services in his customer account, places them in his shopping basket and clicks on "Subscribe". By doing so, the customer sends a binding contract offer to the provider, which the provider usually accepts fully automatically.

(3) The provider can accept the customer's offer within five days,

- by automatically accepting the contract and storing an invoice receipt in the customer's account.

- If the provider does not accept the customer's offer within the aforementioned period, this shall be deemed a rejection of the offer with the consequence that the customer is no longer bound by his declaration of intent.

(4) Before binding submission of the order via the provider's ordering system, the customer can recognise possible input errors by carefully reading the information displayed on the screen. An effective technical means of better recognising input errors can be the browser's magnification function, which enlarges the display on the screen. Customers can correct their entries during the electronic ordering process using the usual keyboard and mouse functions until they click on the button to finalise the ordering process.

(5) Order processing and contact are generally carried out by e-mail and automated order processing. The customer must ensure that the e-mail address provided by him for order processing is correct so that the e-mails sent by the provider can be received at this address. In particular, when using SPAM filters, the customer must ensure that all e-mails sent by the provider or by third parties commissioned by the provider to process the order can be delivered.

(6) The supplier is entitled to cancel an order (unilateral right of withdrawal) if the purchaser violates the supplier's conditions or attempts to circumvent them, § 350 BGB does not apply.

4 Software licence

(1) The Provider shall make the SOFTWARE in the current version available to the Customer via the Internet for the duration of this contract for a fee. For this purpose, the Provider shall set up the SOFTWARE on a server that is accessible to the Customer via the Internet.

(2) The current functional scope of the SOFTWARE can be found in its current service description on the provider's website at www.vineforecast.com.

(3) The provider shall eliminate all software errors without delay in accordance with the technical possibilities. An error exists if the SOFTWARE does not fulfil the functions specified in the service description, delivers incorrect results or does not work properly in any other way, so that the use of the SOFTWARE is impossible or restricted.

(4) The Provider shall continue to develop the SOFTWARE and improve it through ongoing updates and upgrades.

5 Rights of use and scope of use

(1) The Provider grants the Customer the non-exclusive and non-transferable right to use the SOFTWARE specified in this contract for the duration of the contract within the scope of the SaaS services as intended. The customer does not receive any further rights, in particular to the software or any infrastructure services provided in the respective data centre. Any further use requires prior written consent.

(2) The customer may not utilise the software beyond the agreed scope of use or have it utilised by third parties.

(3) The customer receives access to a free basic version when the account is created. The customer can add additional modules to this basic version for a fee.

(4) The customer may only process the SOFTWARE insofar as this is covered by the intended use of the SOFTWARE according to the current service description.

(5) The customer may only reproduce the SOFTWARE insofar as this is covered by the intended use of the software according to the current service description. Necessary duplication includes loading the SOFTWARE into the working memory on the provider's server, but not even temporary installation or storage of the SOFTWARE on data carriers (such as hard drives or similar) of the hardware used by the customer.

(6) The customer is not authorised to make the SOFTWARE available to third parties for use against payment or free of charge.

(7) The provider is authorised to take appropriate technical measures to protect against non-contractual use. This may not impair the contractual service more than insignificantly.

(8) In the event that the scope of use or the rights of use are exceeded by a user in breach of contract or in the event of unauthorised transfer of use, the customer shall, upon request, immediately provide the provider with all information available to it for asserting claims due to the use in breach of contract, in particular the name and address of the user.

(9) In the event of a breach of the rights of use or the agreed scope of use to a significant extent, the provider may revoke the customer's access authorisation and/or terminate the contract. In this case, the Provider may interrupt or block access to the contractual services. The provider must first set the customer a reasonable grace period to remedy the situation. The provider can only maintain the revocation of access authorisation without termination for a reasonable period of time, up to a maximum of 3 months.

(10) This shall not affect the provider's claim to remuneration for use exceeding the agreed use.

(11) The customer shall be entitled to reinstatement of the access authorisation and the access option if he has proven that the use in breach of contract has ceased and future use in breach of contract has been prevented. The right to extraordinary cancellation remains unaffected by this.

6 Support

(1) The scope of support is defined in the service description of the selected service package.

(2) The provider will answer customer enquiries regarding the use of the contractual SOFTWARE and the other SaaS services within the business hours published on the vineforecast.com website in accordance with the provider's support policy after receipt of the respective question by telephone or in text form.

7 Interruption/impairment of availability and service provision

In the event of only an insignificant reduction in the suitability of the services for contractual use, the customer shall have no claims due to defects. The strict liability of the provider for defects that already existed at the time the contract was concluded is excluded.

578b BGB remains unaffected.

(3) Adjustments, changes and additions to the contractual SaaS services as well as measures that serve to identify and rectify malfunctions will only lead to a temporary interruption or impairment of accessibility if this is absolutely necessary for technical reasons.

(4) The basic functions of the SaaS services are monitored daily. Maintenance of the SaaS services is generally guaranteed from Monday to Friday from 09:00 to 18:00. In the event of serious errors - the use of the SaaS services is no longer possible or is seriously restricted - a response will be provided within 24 hours of the customer becoming aware of or being informed of the error. The Provider shall inform the Customer of the maintenance work immediately and carry it out in the shortest possible time in accordance with the technical conditions.

8 Disruptions to the provision of services, force majeure

(1) If a cause for which the Provider is not responsible, including strikes, lockouts, pandemics, force majeure, war, unrest, official and court orders and prohibitions, impairs compliance with the deadline ("disruption"), the deadlines shall be postponed by the duration of the disruption. The provider must inform the customer of such disruptions and the resulting postponements.

(2) If the cost of providing the service increases due to a disruption, the provider may also demand compensation for the additional expense, unless the customer is not responsible for the disruption and it lies outside its area of responsibility.

(3) The occurrence of default in performance on the part of the provider shall be determined in accordance with the statutory provisions. In any case, however, a reminder from the customer is required. If the provider is in default of performance, the customer may demand lump-sum compensation for the damage caused by the delay. The lump-sum compensation shall amount to 0.5% of the net price of the cancelled service for each completed calendar week of delay, up to a maximum total of 5% of the value of the delayed service. The provider reserves the right to prove that the customer has not incurred any damage or only significantly less damage than the above lump sum.

9 Obligations of the customer

(1) The customer undertakes not to store any unlawful content that violates the law, official requirements or the rights of third parties on the storage space that may be made available.

(2) The customer is obliged to indemnify the provider against all claims of third parties due to legal violations that are based on an unlawful use of the object of performance by the customer or are carried out with the customer's approval. If the customer recognises or must recognise that such an infringement is imminent, there is an obligation to inform the provider immediately.

(3) The customer is obliged to take suitable precautions to prevent unauthorised access by third parties to the protected areas of the SOFTWARE. To this end, the customer shall, where necessary, instruct its employees to comply with copyright law.

(4) Notwithstanding the provider's obligation to back up data, the customer is responsible for entering and maintaining the data and information required to use the SaaS services.

(5) Since the forecasts and recommendations provided by the SOFTWARE are exclusively data-based probability forecasts, the SOFTWARE serves only to support decision-making. The customer is obliged to critically examine the results provided by the SOFTWARE and to validate any recommendations for action using other methods. The recommendations for action provided are still in the development phase (beta) and are subject to continuous further development. A critical review by the customer is therefore essential.

(6) The customer is obliged to check his data and information for viruses or other harmful components before entering them and to use state-of-the-art virus protection programmes for this purpose.

(7) The customer shall provide an e-mail address and generate a password for access to the use of the SaaS services; this is required for further use of the SaaS services. The customer is obliged to keep this access data secret and not to make it accessible to third parties.

(8) The content stored by the customer on the storage space intended for the customer may be protected by copyright and data protection laws. The customer hereby grants the provider the right to make the content stored on the server accessible to the customer via the Internet when the customer requests it and, in particular, to reproduce and transmit it for this purpose and to be able to reproduce it for the purpose of data backup.

(9) The customer must report defects to the provider immediately, in detailed form and stating all information necessary to recognise the defect. In particular, the work steps that led to the occurrence of the defect as well as the effects and manifestation of the defect must be stated.

10 Non-contractual use, compensation for damages

For each case of unauthorised use of a service of the provider for which the customer is responsible, the customer shall pay compensation in the amount of the remuneration that would have been incurred for the contractual use within the framework of the minimum contract term applicable to this service. The customer reserves the right to prove that the customer is not responsible for the unauthorised use or that no damage or significantly less damage has occurred. The provider remains entitled to claim further damages.

11 Remuneration, payment, security

(1) The Customer undertakes to pay the Provider the agreed remuneration plus statutory VAT for the provision of the SOFTWARE. Unless otherwise agreed, the remuneration shall be based on the Provider's price list valid at the time the contract is concluded.

(2) The payment modalities are determined during the ordering process.

2a) If the payment method direct debit via Stripe is selected, the payment shall be processed via the payment service provider Stripe Payments Europe Ltd, 1 Grand Canal Street Lower, Grand Canal Dock, Dublin, Ireland (hereinafter: "Stripe"). In this case, Stripe collects the invoice amount from the customer's bank account after a SEPA direct debit mandate has been issued, but not before the deadline for the pre-notification on behalf of the seller has expired. Pre-notification is any communication (e.g. invoice, policy, contract) to the customer that announces a debit by SEPA direct debit. If the direct debit is not honoured due to insufficient funds in the account or due to the provision of incorrect bank details, or if the customer objects to the direct debit although he is not entitled to do so, the customer shall bear the fees incurred by the respective credit institution as a result of the chargeback if he is responsible for this. The seller reserves the right to carry out a credit check when selecting the SEPA direct debit payment method and to reject this payment method if the credit check is negative.

2b) If the payment method credit card via Stripe is selected, the invoice amount is due immediately upon conclusion of the contract. Payment is processed by the payment service provider Stripe Payments Europe Ltd, 1 Grand Canal Street Lower, Grand Canal Dock, Dublin, Ireland (hereinafter referred to as "Stripe"). Stripe reserves the right to carry out a credit check and to reject this payment method if the credit check is negative.

(3) The customer may only offset or assert rights of retention due to defects insofar as he is actually entitled to these claims. Retention due to defects shall only be permitted to a proportionate extent. Time-barred claims shall not constitute a right of retention. Otherwise, the customer may only offset or exercise a right of retention with undisputed or legally established claims.

(4) The provider is authorised to refuse the customer further use of the service for the period of default in payment. The provider may only exercise this right for a reasonable period of time, usually a maximum of 6 months. This does not constitute a cancellation of the contract.

(5) If the customer is in default of payment, the provider is entitled to demand payment in advance for future claims.

12 Liability for defects/liability

(1) The Provider guarantees the functionality, operational readiness and up-to-dateness of the SaaS services in accordance with the provisions of this contract and the statutory requirements.

(2) Since the forecasts and recommendations provided by the SOFTWARE are exclusively data-based probability forecasts, the SOFTWARE serves only as decision support. The customer is obliged to critically examine the results provided by the SOFTWARE and to validate any recommendations for action using other methods. The recommendations for action provided are still in the development phase (beta) and are subject to continuous further development. A critical review by the customer is therefore essential.

(3) In the event that the provider's services are used by unauthorised third parties using the customer's access data, the customer shall be liable for any charges incurred as a result within the scope of liability under civil law until receipt of the customer's order to change the access data or notification of the loss or theft, provided that the customer is at fault for the unauthorised third party's access.

(4) The provider is authorised to immediately block any storage space made available if there is reasonable suspicion that the stored data is unlawful and/or infringes the rights of third parties. A reasonable suspicion of illegality and/or an infringement of rights exists in particular if courts, authorities and/or other third parties inform the provider of this. The provider must inform the customer of the block and the reason for it without delay. The block must be lifted as soon as the suspicion is invalidated.

(5) Claims for damages against the provider are excluded, irrespective of the legal grounds, unless the provider, its legal representatives or vicarious agents have acted wilfully or with gross negligence. The provider shall only be liable for slight negligence if one of the essential contractual obligations has been breached by the provider, its legal representatives or executive employees or vicarious agents. The provider shall only be liable for foreseeable damages, the occurrence of which must typically be expected. Essential contractual obligations are those obligations that form the basis of the contract, that were decisive for the conclusion of the contract and on the fulfilment of which the customer may rely.

(6) The Provider shall not be liable for the loss of data insofar as the damage is due to the fact that the Customer has failed to carry out data backups and thereby ensure that lost data can be restored with reasonable effort.

(7) The Provider shall be liable without limitation for damages caused intentionally or negligently by the Provider, its legal representatives or vicarious agents resulting from injury to life, limb or health.

(8) The provider is liable to the customer in accordance with the Product Liability Act.

13 Term and cancellation

(1) The contract is concluded for a period of one month or one year. The contractual relationship begins with the application and registration by the customer and can be terminated by either party at any time at the end of the contract term. If the contract is not cancelled, it is automatically extended by the respective contract period (one month or one year).

(2) The right of each contracting party to terminate the contract without notice for good cause remains unaffected. In particular, the Provider shall be entitled to terminate the contract without notice if the Customer fails to make due payments despite a reminder and a grace period or violates the contractual provisions on the use of the SaaS services. Termination without notice requires in any case that the other party is warned in writing and requested to remedy the alleged reason for termination without notice within a reasonable period of time.

(3) The customer must back up its data stocks on its own responsibility in good time before termination of the contract. The provider shall support the customer in this upon request.

14 Data protection/confidentiality

The regulations on data protection can be found at www.vineforecast.com/datenschutz.

The data you enter will be used in anonymised form to improve the software. If this data is personal data, it will only be used with your express consent.

15 Applicable law, place of jurisdiction

(1) This contract shall be governed by German law to the exclusion of the UN Convention on Contracts for the International Sale of Goods.

(2) The exclusive place of jurisdiction for disputes arising from this contract shall be Göttingen.

16 Other

(1) No verbal collateral agreements have been made. Amendments, supplements and additions to this contract shall only be valid if they are agreed in writing between the contracting parties. This also applies to the amendment of this contractual provision.

(2) Should a provision of this contract be or become invalid, this shall not affect the validity of the remainder of the contract. The invalid provision shall be deemed replaced by a valid provision that comes closest to the economic purpose of the invalid provision. The same applies in the event of a gap in the contract.

(3) Annexes referred to in this contract are an integral part of the contract.

 

You can find the corresponding cancellation policy for the GTCs at www.vineforecast.com/widerruf.