Device Management/SaaS Terms and Conditionsof Bosch Rexroth AG
Version: 28.09.2020
The Terms and Conditions set out below (hereinafter: “T&C”) apply to the use of software applications on the basis of
Software as a Service (SaaS) (hereinafter: “SOFTWARE APPLICATION“) for a limited period of time in return for paymentof a charge, provided by Bosch Rexroth AG, Zum Eisengießer 1, 97816 Lohr am Main, Germany (hereinafter: “BOSCHREXROTH”) to the customer (hereinafter:”CUSTOMER“). Standard business terms of the CUSTOMER shall not apply; they
are hereby explicitly rejected. This applies even if, in connection with a purchase order or in other documents of the
CUSTOMER, reference is made to its standard business terms and if BOSCH REXROTH does not explicitly reject them inthis case.
1. General provisions
1.1. The meaning set out in the Preamble and in sec. 20
Definitions applies to the capitalized terms used inthese T&C.
1.2. Amendments and supplements to these T&C must be
made in written form. Emails do not comply with thewritten form requirement.
1.3. Quotations by BOSCH REXROTH are non-binding
pending acceptance by the CUSTOMER.
1.4. The Contract is concluded upon an agreement being
entered into or, upon receipt of an order confirmationfrom BOSCH REXROTH or upon activation of the
USER ACCOUNT. Delivery times are non-binding.
2. Subject Matter
2.1. The subject matter of these T&C is the provision for alimited period of time in return of a payment of the
SOFTWARE APPLICATION described in greater detailin the performance specification, if applicable, provision of the storage space necessary for this and the
granting and/or procurement of usage rights to the
SOFTWARE APPLICATION in return for payment of remuneration.
2.2. TheSOFTWARE
APPLICATION
may
be
an
ENGINEERING SOFTWARE. The information andgraphical
representations
storedinthe
ENGINEERING SOFTWARE serve solely to describe
the respective products and lose their validity when
the products represented there and/or the corresponding
technical
DOCUMENTATION
are/ischanged, at the latest, however, when a new versionof the ENGINEERING SOFTWARE is issued. The information and graphical representations stored in the
ENGINEERING SOFTWARE are not intended for any
constructional or development purposes independent from products. ENGINEERING SOFTWARE does
not verify the generated results on the accuracy of thecalculation or of the software generated or changed
and/or to its executability and suitability for application. The responsibility for the selection and dimensioning and/or configuration of products and/or forthe software generated or changed with the help of
the ENGINEERING product therefore lies solely with
the CUSTOMER. A product order is placed solely on
the basis of the catalogue details and of the
DOCUMENTATION belonging to the product.

2.3. The SOFTWARE APPLICATION may contain FOSS. The
CUSTOMER will be provided with an up-to-date list of
the FOSS contained and the corresponding applicable FOSS license terms upon request before entering
into the contract, however at the latest, when the
SOFTWARE APPLICATION is made available. BOSCHREXROTH reserves the right to, over the course of introduce new or updated FOSS into the SOFTWAREAPPLICATION. The corresponding FOSS license(s)will be provided. If the SOFTWARE APPLICATION contains a FOSS component, CUSTOMER’s dealing withsuch FOSS component shall be primarily governed by
the corresponding FOSS license, with which
CUSTOMER obliges to comply. FOSS included in the
SOFTWARE APPLICATION has no impact on the sales
price of the SOFTWARE APPLICATION and thus will
be provided without license fee or any other monetary compensation. Beyond the fulfillment of its own
license obligations stemming from included FOSS,BOSCH REXROTH does not render any support services that serve the fulfillment of the CUSTOMER’s
license obligations stemming from included FOSS.
2.4. If, as part of the SOFTWARE APPLICATION, software
products are also made available from third-party
providers and these are not to be regarded as FOSS,BOSCH REXROTH reserves the right to transfer themsubject to the corresponding exclusive terms andconditions of the third-party provider.
2.5. BOSCH REXROTH has the right to render the services
described in sec. 2.1 through third parties (including
AFFILIATED ENTERPRISES) as subcontractors.
2.6. The implementation of an interface integration with
CUSTOMER’s existing system landscape is outside
the scope of these T&C of Use and requires a separate
agreement in writing between the Parties.
2.7. If explicitly agreed, BOSCH REXROTH shall make telecommunications services of a third-party provider
available to the CUSTOMER that are necessary forconnecting the UNIT. The area of the telecommunications connection is restricted to the transmission andreception areas of the mobile communications stations operated by the third-party provider and is subject to the respective applicable national provisions.
If the mobile telecommunications connection is notadequate to ensure a stable data connection to theserver in the area of use, the CUSTOMER shall provide a wired Internet connection (LAN). When theDevice Management/SaaS Terms and Conditions of Bosch Rexroth AG
contract is entered into, BOSCH REXROTH is not
obliged to ensure that an adequate data connection
is possible. The CUSTOMER has no claims against
BOSCH REXROTH based on the non-existence of anadequate mobile telecommunications connection in
the area of use. The CUSTOMER is responsible for thetelecommunication service being operated in accordance with the applicable national regulations. The
CUSTOMER shall indemnify BOSCH REXROTH fromany third party claims arising from any infringementof the applicable national regulations (e.g. use of anational sim-card).
2.8. IT-security properties and resultant measures ariseout of an agreed description included in a separate
document or out of the data sheet. Unless agreed otherwise, it is the CUSTOMER’s responsibility to, bychoosing adequate technical and/or organizational
measures, ensure the IT-security of its systems when
integrating or using the SOFTWARE APPLICATION taking into consideration the technical nature of the
SOFTWARE APPLICATION. This applies in particularwhen the CUSTOMER is an operator of a critical infrastructure in the sense of sec. 2 sec. 10 German
BSI-Act.
3.

Provision of SOFTWARE APPLICATION and storage
space, USER ACCOUNT
3.1. With effect from the COMMENCEMENT DATE of theLicense, BOSCH REXROTH shall hold in readiness thethen current version of the Software on server infrastructure provided by BOSCH REXROTH or its subcontractors, for use in accordance with the provisionsof these T&C. During the term of the contract, BOSCHREXROTH shall provide CUSTOMER with the current
version of a DOCUMENTATION for the SOFTWAREAPPLICATION in electronic form.
3.2. CUSTOMER’s access to the SOFTWARE APPLICATION
shall be browser-based via the Internet or via an application interface set up by BOSCH REXROTH.
3.3. BOSCH REXROTH shall transmit the ACCESS DATA
required for the access to the SOFTWAREAPPLICATION to CUSTOMER, unless access is via independent registration (possibly by using the
CENTRAL BOSCH ID).
3.4. If, for the use of some SOFTWARE APPLICATION an
USER ACCOUNT is necessary, BOSCH REXROTH will
provide this USER ACCOUNT to the CUSTOMER at the
COMMENCEMENT DATE. The creation of an USERACCOUNT is free of charge. Some Services enableregistration using the CENTRAL BOSCH ID. In thiscase the CUSTOMER can use his CENTRAL BOSCHUSER ID, if he has already successfully registered fora CENTRAL BOSCH USER ID. Otherwise, theCUSTOMER can set up a new CENTRAL BOSCH USER
ID which enables him to use various independent services of the Bosch Group. In this case, the “General
Terms and Conditions for the Registration and Use ofa Central Bosch ID” shall apply additionally which the
CUSTOMER will have to accept during registration for
the CENTRAL BOSCH ID.
3.5. CUSTOMER shall change, without undue delay, allpasswords allocated by BOSCH REXROTH into passwords known only to Customer. The USER ACCOUNT
as well as ACCESS DATA (with the exception of theprovision of sub.-sec. 6.4) are non-transferable (including rental, lease, loan or sub-licensing). ACCESSDATA shall be kept in confidence and shall be protected by suitable and effective measures against access by third parties. The CUSTOMER will notify
BOSCH REXROTH without undue delay if there is any
reason to fear that unauthorized third parties haveobtained or will obtain knowledge of the ACCES
DATA. BOSCH REXROTH is not responsible for theconsequences of abuse of ACCESS DATA. CUSTOMER
is liable for all acts performed using its USERACCOUNT.
3.6. For the duration of the contractual relationship,
BOSCH REXROTH shall keep storage space available
to the extent that has been agreed, insofar as this isnecessary for the intended use of the SOFTWAREAPPLICATION.
3.7. The CUSTOMER is fully responsible for the USERCONTENT and the CUSTOMER REPOSITORY, in particular, the CUSTOMER shall comply with applicablelaw and before uploading the CUSTOMER shall ensure that the USER CONTENT does not contain any
viruses, Trojans or other malware. BOSCH REXROTH
is neither responsible for USER CONTENT nor for the
CUSTOMER REPOSITORY. The operation of the
SOFTWARE APPLICATION may not be impaired by
USER CONTENT.
3.8. The DATA shall, insofar as is possible, be stored andregularly backed up by BOSCH REXROTH throughout
the duration of the contractual relationship.
CUSTOMER shall be solely responsible for his compliance with retention periods required under commercial and tax law.
4. Technical availability
4.1. BOSCH REXROTH owes the availability agreed in an
SLA of the SOFTWARE APPLICATION and the availability of DATA at the Internet hubs of the respective
Host-Provider of BOSCH REXROTH. The SOFTWAREAPPLICATION is available when CUSTOMER can execute and use the main functions of the SOFTWAREAPPLICATION. The availability of the SOFTWAREAPPLICATION is defined as the percentage share of
the time in which the SOFTWARE APPLICATION isavailable for use by CUSTOMER at the Internet hub ofdata center of BOSCH REXROTH or the respective
Host-Provider of BOSCH REXROTH during the courseof an observation period (unless otherwise agreed in
the SLA, this is one YEAR OF CONTRACT) during theservice availability period agreed in the SLA (unless
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Device Management/SaaS Terms and Conditions of Bosch Rexroth AG
otherwise agreed in the SLA, the support availability
applies, see sub.-sec. 5.5). This definition applies accordingly to the calculation of non-availability. The
availability shall be calculated according to the following formula: Availability = (Time of provision of theservice (h) – non-availability (h)) ÷ Time of provisionof the service (h) x 100. Unless otherwise agreed in
the SLA, an availability of 97.5% per YEAR OF
CONTRACT shall be deemed agreed.

e) User name affected, if available;f) Categorization of the INCIDENT by CUSTOMER;andg) Description of the INCIDENT:

4.2. If the SOFTWARE APPLICATION is not available duetoa) planned maintenance work (e.g. for Updates andUpgrades,b) other planned interruptions in operations,c) for other reasons for which BOSCH REXROTH is
not responsible, such as malfunctions in the fieldof the provision, operation and support of
CUSTOMER’s communications connection (communications sections outside BOSCH REXROTH’s
data center), in particular due to a failure of
CUSTOMER’s Internet connection,c) Gateways affected;d) Date and time when the INCIDENT occurred;The
behavior
demonstrated
due
to
CUSTOMER’s measures to rectify the malfunction.

a) Error category 1: There is a category 1 error if theuse of the SOFTWARE APPLICATION or of large
parts thereof is not possible or is severely restricted, for example due to malfunctions, incorrect work results or excessively long response
times (for example: if there are considerable discrepancies as compared with the Performance
Specification, if DATA is wrongly or erroneously
stored, if there are program aborts in functions).
b) Error category 2: There is a category 2 error if, although the use of the SOFTWARE APPLICATION is
not impossible or severely restricted, the restriction(s) of use, for example due to malfunctions, incorrect work results or excessively longresponse times, is/are nonetheless not merely insignificant.
c) Error category 3: There is a category 3 error if theuse of the SOFTWARE APPLICATION is not directly
and/or significantly/considerably impaired, for example if the basic settings are unfavorably definedor if “nice-to-have functions” are missing.
d) Other errors: In the event of errors which cannot
be ascribed to the above categories, e.g. if merelyminor errors arise which have no effect on the usability of the SOFTWARE APPLICATION, or in theevent of queries or requests for improvements being made by the CUSTOMER, it is at the discretionof BOSCH REXROTH to take action.

5. Support
5.1. BOSCH REXROTH shall provide first level support for
CUSTOMER as first point of contact for INCIDENTS.

b) Environment affected;•

5.4. If no other error categories are defined in the SLA,
the following error categories shall apply:

4.3. BOSCH REXROTH shall owe the availability of thefunctionalities of the SOFTWARE APPLICATION described in the Performance Specification only if thesystem requirements also regulated therein havebeen complied with by CUSTOMER. CUSTOMER shallbe solely responsible for compliance with the system
requirements. The provisions of sec. 14 shall apply
accordingly to changes to the system requirements
and to changes to the technical system of BOSCHREXROTH.

a) Functionality affected;

The measures which CUSTOMER has alreadytaken to rectify the malfunction;

5.3. In connection with the FLS, an error ticket shall becreated by BOSCH REXROTH at its reasonable discretion for each INCIDENT and each INCIDENT shall beallocated to the corresponding error category, unlessotherwise agreed in the SLA.

then for the purposes of calculating availability, the
SOFTWARE APPLICATION shall be deemed to havebeen available during these times. BOSCH REXROTH
shall plan maintenance work so as to ensure that theuse of the SOFTWARE APPLICATION by the
CUSTOMER is impaired as little as possible. The
CUSTOMER must be given at least fourteen (14) calendar days advance notice of scheduled maintenance.

5.2. CUSTOMER is obliged to report INCIDENTS without
undue delay, no later than on the next working day.
An INCIDENT report must contain at least the following information:•

5.5. The support availabilities are agreed in the SLA. Unless otherwise agreed herein, support shall be available Monday-Friday during BOSCH REXROTH’s business hours from 08:00 a.m. to 4:30 p.m. CET/CEST,
excluding public holiday in Baden-Württemberg.
5.6. The response time shall run during the support availability according to sec. 5.5 and commences with proPage 3 of 11

Device Management/SaaS Terms and Conditions of Bosch Rexroth AG
vision of the required information as per sec. 5.2 Messages not received during the availability of support
are deemed received at 8 a.m. the next day of support
availability. Unless otherwise agreed in the SLA, thefollowing response times shall apply to BOSCHREXROTH: error category 1 – 3: response time max.
12 hours.
5.7. The response time shall be deemed complied with if
BOSCH REXROTH has sent CUSTOMER qualified
feedback within the response time and rectificationof the error has been commenced. On request,
BOSCH REXROTH shall send CUSTOMER a non-binding estimate of the time expected to be required torectify the error.
5.8. INCIDENTS which cannot be rectified by the FLS shallbe transferred to the Second Level Support, if any,aiming to set up a temporary workaround.
5.9. CUSTOMER shall be informed of the processing status and of the solution at regular intervals until thishas been implemented and the malfunction rectified.
If, however, the qualification of the error ticket by
BOSCH REXROTH should lead to the result that themalfunction is due to a service or performance by
CUSTOMERpursuant to sec. 9 or to other reasons
which are not attributable to BOSCH REXROTH, thenthe CUSTOMER shall have no right of support by
BOSCH REXROTH.
5.10.
Actualizations (upgrades, updates, patches orbugfixes) of the SOFTWARE APPLICATION shall be
provided by BOSCH REXROTH as required and in accordance with the maintenance regulations in the
SLA.
6.
Rights of use
6.1. On the COMMENCEMENT DATE, CUSTOMER shall receive a simple, non-transferable and non-exclusive
right, limited in time, subject to a charge, to use the
SOFTWARE APPLICATION for its own business purposes in accordance with the provisions below and incompliancewith
thestipulations
ofthe
DOCUMENTATION and in the context of the functionalities. The use is only permissible in the agreed countries of designation. In the absence of a specificagreement, this is the country in which CUSTOMER
has its registered place of business.
6.2. CUSTOMER may use the SOFTWARE APPLICATION
only for the purpose set forth in in sec. 2.1 In particular, the following is only permitted if BOSCHREXROTH has given its prior consent in writinga) permanent storage or duplication orb) use of the SOFTWARE APPLICATION for training
persons who are not employees of CUSTOMER.
6.3. In the context of use in compliance with the contract,
CUSTOMER has the right to store and print out the(online) DOCUMENTATION provided whilst retaining

any PROPERTY RIGHTs notices that may exist, and toreproduce that number of copies thereof which is reasonable for purposes of this contract.
6.4. If so agreed in the individual contract, theCUSTOMER may, as an exception to sec. 3.5 and 6.1,
also permit its customers to access the SOFTWAREAPPLICATION, provided that this is solely in connection with the designated use of the SOFTWAREAPPLICATION for business purposes of the
CUSTOMER (e.g. in connection with a product offered by the CUSTOMER to its customers which contains access to functionalities of the SOFTWAREAPPLICATION). The CUSTOMER shall obligate every
person using the SOFTWARE APPLICATION and thus
using ACCESS DATA provided to the CUSTOMER or
to such person in connection with this Contract, tocomply with the respectively applicable Terms andConditions. The CUSTOMER is represented by eachuser and the user’s acts and knowledge are attributable to the CUSTOMER. Further, after BOSCHREXROTH has given its prior approval in writing, theCUSTOMER has the right to transmit its DATA to service providers for the sole purposes of processing
and visualization in management systems.
6.5. CUSTOMER is not authorized to use robots, spiders,scrapers or other comparable tools for data collection or extraction, programs, algorithms or methods
to search for, access, acquire, copy or control the
SOFTWARE APPLICATION. Further, CUSTOMER is not
authorized to obtain access to non-public areas of the
SOFTWARE APPLICATION or to the underlying technical systems, to test, scan or examine the
SOFTWARE APPLICATION’s vulnerability or to knowingly transmit USER DATA or CUSTOMER DATA withviruses or worms, Trojans or other contaminated or
harmful components or to otherwise interfere in theproper functioning of the SOFTWARE APPLICATION.
6.6. Subject to sec. 2.3, CUSTOMER is not authorized toprocess, change, reverse engineer, decompile, or disassemble the program code of the SOFTWAREAPPLICATION or parts thereof or to otherwise establish the source code or to produce derivative worksof the SOFTWARE APPLICATION. The mandatory andcompulsory provisions of sections 69d and 69e of theGerman Copyright Act (UrhG) shall, however, remain
unaffected by this. The CUSTOMER may only engage
third parties to conduct the measures in compliancewith sec. 6.6 which are not competitors of BOSCHREXROTH, unless the CUSTOMER demonstrates thatthe risk of divulging important CONFIDENTIAL
INFORMATION (especially function and design of the
SOFTWARE APPLICATION) of BOSCH REXROTH is excluded.
6.7. If BOSCH REXROTH provides CUSTOMER with actualizations during the term of the contract, these shallalso be subject to these T&C except insofar as they
are the subject matter of a separate agreement.
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Device Management/SaaS Terms and Conditions of Bosch Rexroth AG
7. Device Management
7.1. Insofar as it is agreed with BOSCH REXROTH, theCUSTOMER may manage UNITs via the SOFTWAREAPPLICATION. Additional UNITs can, insofar as this isagreed upon with BOSCH REXROTH in advance, besigned on by giving advance notice of one week to thefirst day of the next month and UNITs that have already been signed on can be signed off with the same
period of notice to the last day of the month. Signingon and signing off shall be in written form unlessbrowser-based user subscription management is possible.

REXROTH may demand a receipt of delivery including
date and signature. This receipt shall demonstrate atleast name and address of the product recipient,quantity and usual commercial description of thegoods, place and date of receipt of the product. Additionally, CUSTOMER shall provide its value added
tax identification number. If the respective verification is not given, no VAT exemption for the supplies
can be granted. If the CUSTOMER does not meet its
obligations, it shall reimburse the resulting VAT and
any additional charges imposed on BOSCH REXROTH
by the respective authorities.

7.2. Other extensions to the scope of the Contract (e.g.
the use of additional Apps) shall be coordinated individually.

8.3. BOSCH REXROTH has the right to increase the remuneration for the license for the first time after expiryof one YEAR OF CONTRACT by giving three (3)months’ advance notice in writing to expire at the endof a YEAR OF CONTRACT, however by up to an
amount not exceeding the amount of BOSCHREXROTH’s list prices generally valid at the time of
the notification. The fee items respectively adjusted
may not be further increased until, at the earliest,
upon expiry of a further YEAR OF CONTRACT since
the last price adjustment. In the event of the fees being adjusted, CUSTOMER has the right to give six (6)weeks’ notice of termination to become effective on
the effective date of the price adjustment, insofar as
the increase exceeds ten percent (10%) of the license
remuneration last applicable.

7.3. In accordance with a separate agreement between
the partiesa) the UNIT can be directly accessed via remote access for the purpose of remote diagnosis and/or
repair and/or for installing updates by BOSCHREXROTH;b) USER CONTENT, SOTA, FOTA and/or POTA can be
flashed onto UNITs via the SOFTWAREAPPLICATION or via the CUSTOMER REPOSITORY.
7.4. The CUSTOMER shall make suitable stipulations andtake suitable actions to ensure that updates of software, including SOTA and FOTA and/or POTA, areonly possible on its UNIT if this is in a SAFE STATE.
This also applies to remote access by BOSCHREXROTH. The CUSTOMER is responsible for specifying the SAFE STATE. BOSCH REXROTH shall not beliable for any damage incurred by the CUSTOMER or
third parties through infringements.
7.5. Necessary hardware required for this, provided foruse or supplied by BOSCH REXROTH, shall be installed as specified, be kept in operation during business operation of the UNIT and otherwise kept in a
serviceable condition.
8. Remuneration for the license
8.1. In accordance with the scope of use defined in these
T&C, the remuneration agreed in a separate document, otherwise the remuneration set out in the pricelist of BOSCH REXROTH valid at the respective time,plus the statutory value added tax due and other statutory indirect tax as well as other surcharges and supplements thereon, shall be payable. Except as otherwise agreed, the remuneration shall be payable for
the YEAR OF CONTRACT in advance, for the first timeon the COMMENCEMENT DATE OF THE LICENSE.

8.4. Unless otherwise agreed in writing, all of BOSCHREXROTH’s invoices are payable at the latest 30 days
after the receipt and due date thereof, without any
deduction, by cashless transfer to a bank account notified by BOSCH REXROTH.
9.

Duties of CUSTOMER to collaborate and provide
information
9.1. CUSTOMER is responsible for its hardware and software environment being compliant with the system
requirements of the SOFTWARE APPLICATION; incase of doubt, Customer shall obtain advice fromBOSCH REXROTH or an expert third party before entering into the contract.
9.2. CUSTOMER is not authorized to deliberately use devices, Software or routines, which have a disruptive
effect on the applications, functions or usability of
the SOFTWARE APPLICATION or, with respect toother DATA, systems or communications, to deliberately destroy them, generate excessive load, harmfully intervene in them, fraudulently intercept or import them.
9.3. CUSTOMER is obligeda) to obtain consent for customer-specific penetration tests by BOSCH REXROTH.

8.2. Value-added tax may not be charged only in thosecases where the prerequisites of a tax exemption are
met. For deliveries to EU-member states the following
shall apply: CUSTOMER shall without delay contribute to the proof of delivery. In particular, BOSCHb) to keep all the copies of the DOCUMENTATION ina protected place.
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Device Management/SaaS Terms and Conditions of Bosch Rexroth AGc) to check data and information for viruses andother malware prior to sending CUSTOMER DATA
and USER CONTENT and information to BOSCHREXROTH and to implement anti-virus programs inaccordance with the state of the art.

governmental authorities and/or other third parties
inform BOSCH REXROTH thereof. BOSCH REXROTH
shall notify the CUSTOMER of the block and of thereason for it. The block shall be lifted as soon as thereason for the suspicion is ruled out.

9.4. CUSTOMER shall ensure that he is fully entitled to
use CUSTOMER DATA and USER CONTENT within the
SOFTWARE APPLICATION, to make it available to
BOSCH REXROTH and to grant the usage and exploitation rights as described under these T&C. The
CUSTOMER shall seek any authorizations/permissions as necessary.

10.4.
Further, the contract may be terminated in writingby either party for cause without compliance with aperiod of notice. Cause shall be deemed to exist in
particular ifa) CUSTOMER is in arrears with two consecutive payments of remuneration for the license pursuant tosec. 8.1. or with a not inconsiderable part of thisremuneration for two successive time periods oris in arrears in a period of time covering more than
two time periods with a payment of remuneration
corresponding to the remuneration for two time
periods;

9.5. Without prejudice to BOSCH REXROTH’s DATA
backup pursuant to sec. 3.8, CUSTOMER is obliged toback up its CUSTOMER DATA and USER CONTENT ona regular basis. Every backup conducted by
CUSTOMER shall be conducted so as to enable the
CUSTOMER DATA and USER CONTENT to be restored
at any time.

b) (there is a significant deterioration in the financial
circumstances of CUSTOMER or if this is impending and as a result the performance of a payment
obligation to BOSCH REXROTH is in jeopardy,

9.6. CUSTOMER shall release BOSCH REXROTH from all
claims made against BOSCH REXROTH by third parties (including state bodies) owing to an infringementof sec. 9.4, 18.2 by the CUSTOMER.
10. Term, blocking and termination
10.1.
Subject to an individual agreement, the productspecific provisions shall apply to the termination ofuse of the SOFTWARE APPLICATION. In the absenceof such provisions, the use of the SOFTWAREAPPLICATION can be terminated at any time by giving
three months’ notice to the end of the calendar
month. Notice of termination must be given in written
form.
10.2.
If CUSTOMER breaches the provisions of these
T&C, in particular the provisions of sec. 6, BOSCHREXROTH can, after giving CUSTOMER prior notification in writing, block CUSTOMER’S access to the
SOFTWARE APPLICATION if the breach can be
stopped as a result. The block shall be lifted as soon
as the reason for the block no longer exists. If, despite having been given a corresponding warning fromBOSCH REXROTH in writing, CUSTOMER should continue to or repeatedly breach these T&C, BOSCHREXROTH may terminate the contractual relationshipfor extraordinary grounds without complying with aperiod of notice, unless CUSTOMER was not responsible for such breaches. In this case the CUSTOMER
shall have no entitlement to a refund of the license
fees already paid. BOSCH REXROTH’s right to claim
further damages shall remain unaffected.
10.3.
BOSCH REXROTH has the right to immediately
block the use of the SOFTWARE APPLICATION and of
the storage space if there is reasonable ground tosuspect that the CUSTOMER DATA or USER CONTENT
stored is unlawful and/or infringes third-party rights.
There is reasonable ground to suspect unlawfulness
and/or a rights infringement in particular if courts,c) the CUSTOMER has applied for insolvency proceedings or comparable debt settlement proceedings to be opened with respect to its assets ord) the criteria for insolvency or over-indebtedness
have been met by CUSTOMER.
BOSCH REXROTH reserves the right to claim additional damages.
10.5.
CUSTOMER’s right to terminate the contract due
to not being permitted use pursuant to sec. 543 (2)sentence 1 no. 1 German Civil Code (BGB) is excluded insofar as the creation of the use in conformity
with the contract is not to be deemed to have failed.
The creation of the use in conformity with the contract shall be deemed to have failed at the earliest
after the second unsuccessful attempt to do so.
10.6.
Statutory rights and claims over and above thisshall not be restricted by the provisions contained insec. 10.
10.7.
Notice of termination or termination of the contractual relationship simultaneously denotes noticeof termination/termination of the authorizations, registrations and of the USER ACCOUNT and, if applicable, of all User IDs provided for the CUSTOMER or
end customers of CUSTOMER, as of the next possible
date. The termination of this contractual relationshiphas no effect on the use of the CENTRAL BOSCH ID.
For this it is necessary to have termination in accordance with the usage relationship of the contract
terms underlying the use of the CENTRAL BOSCH ID.
11. Services upon termination
11.1.
Upon termination of the contract, BOSCHREXROTH shall, at CUSTOMER’s request, support
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Device Management/SaaS Terms and Conditions of Bosch Rexroth AG
CUSTOMER as far as possible in the export andbackup of the CUSTOMER DATA, in return for payment of remuneration to be agreed separately.

SOFTWARE APPLICATION for which BOSCHREXROTH is accountable. Any claims for damages aregoverned by sec. 13 of these T&C.

11.2.
In the event of termination of the contract, BOSCHREXROTH shall endeavor to support CUSTOMER on
request, in the best possible way, in return for payment of remuneration, in the transition to a new service provider. The parties shall agree upon the detailsof this in a separate migration agreement.

12.4.
The provisions of this sec. 12 shall apply accordingly in the event of defects of title which are notbased on an infringement of third-party rights according to sec. 15.

12. Defects as to quality/defects of title
12.1.
Only the description of the SOFTWAREAPPLICATION provided by BOSCH REXROTH or
agreed in a separate document (e.g. in the
DOCUMENTATION) prior to the date of conclusion of
the contract is authoritative for the quality of the
SOFTWARE APPLICATION. In the event of updates to
the SOFTWARE APPLICATION, the version of the description provided last shall be applicable. This shallespecially encompass its IT-security features. The details contained therein are solely to be understood as
Performance Specifications and not as guarantees. A
guarantee is only provided if it is explicitly designatedas such by BOSCH REXROTH prior to the date of conclusion of the contract. More far-reaching quality is
not owed and does not derive, in particular, from public statements or advertising of BOSCH REXROTH orof its distribution partners.

13. Claims for damages
13.1.
BOSCH REXROTH shall be liable for damages inaccordance with the provisions of statute based on aviolation of contractual or non-contractual obligations onlya) in the event of intent (Vorsatz) or gross negligence(grobe Fahrlässigkeit);b) in the event of a negligent or intentional injury tolife or limb or health,c) on account of provision of a guarantee,d) in the event of a culpable violation of material contractual obligations; such contractual obligations
shall be deemed material which, when performed,
enable the proper execution of the contract altogether and which the CUSTOMER may regularly
rely on compliance with,e) on account of mandatory liability pursuant to theGerman Product Liability Act (Produkthaftungsgesetz),

12.2.
BOSCH REXROTH does not provide a guarantee
for errors in the SOFTWARE APPLICATION,a) caused by faulty application by CUSTOMER that
could have been avoided if the DOCUMENTATION
had been carefully consulted; inexistent or insufficient backup measures pursuant to sec. 9.5 which
would have avoided DATA loss are to be considered as application errors;b) due to virus contamination or to other external influences for which BOSCH REXROTH is not responsible such as fire, accidents, power failureetc.;c) caused by the SOFTWARE APPLICATION being
used in an operating environment which is different from that approved by BOSCH REXROTH or
due to faults in the hardware, the operating system or to the software of other manufacturers;d) caused by the SOFTWARE APPLICATION having
been subjected to independent modification by
CUSTOMER or third parties.
12.3.
Defects in the SOFTWARE APPLICATION, including the DOCUMENTATION (e.g. the user manual/online manual), shall be rectified by BOSCHREXROTH within the specified response times after
having been notified immediately of the defect accordingly by CUSTOMER. The same shall apply toother malfunctions in the possibility of using thef) for mandatory reasons related to data protection
law, org) on account of other mandatory liability.
13.2.
The liability for damages of sub.-sec. 13.1 d) by aviolation through simple negligence (einfach fahrlässige Verletzung wesentlicher Vertragspflichten)
shall be limited to the amount of damage typical of
the contract and foreseeable at the time when thecontract was concluded. This applies accordingly fordamages caused by persons engaged in the performance of an obligation of BOSCH REXROTH (Erfüllungsgehilfen) by simple negligence (einfache fahrlässige Verletzung). The amount of damages typical of
the contract and foreseeable, based on violations of
obligations by BOSCH REXROTH, corresponds to theamount of the remuneration paid by the CUSTOMER
for one YEAR OF CONTRACT, but not, however, exceeding EUR 100,000. If the maximum amount of liability is not reached in one YEAR OF CONTRACT, thisshall not increase the maximum amount of liability inthe next YEAR OF CONTRACT.
Strict liability (“liability without fault” – “verschuldensunabhängige Schadensersatzhaftung”) is ex-

13.3.

cluded for defects which already existed when thecontract was concluded.

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Device Management/SaaS Terms and Conditions of Bosch Rexroth AG
13.4.
Any liability for damages beyond that provided forin sec. 13 is excluded – regardless of the legal natureof the claim established. In particular, BOSCHREXROTH shall not be liable for damage incurred by
CUSTOMER due to its failure to back up in accordance with sec. 9.5 or for damage incurred because of
the upload of USER DATA according to sub.-sec. 3.7.
13.5.
The CUSTOMER is obliged to indemnify BOSCHREXROTH from and against all costs and disadvantages claimed and claims raised against BOSCHREXROTH by third parties on account of the infringement of their rights by CUSTOMER DATA or USERCONTENT or due to a violation of the law committed
by CUSTOMER when using the SOFTWAREAPPLICATION.

BOSCH REXROTH is entitled to terminate the contractual relationship subject to a one (1) month notice
period. CUSTOMER shall be advised in the change notification of its right to object and of the consequences.
15. PROPERTY RIGHTS and copyrights
15.1.
BOSCH REXROTH shall be liable for claims resulting from an infringement of PROPERTY RIGHTs, if at
least one PROPERTY RIGHT from the property rights
family has been published either by the European Patent Office or in one of the following countries: Federal Republic of Germany, France, Great Britain, Austria or the USA.
15.2.
The preconditions of a liability according to sec.
15.1 are that

13.6.
In addition, the CUSTOMER are obliged to refund
to BOSCH REXROTH all the costs accruing due to theabove infringement or violation, in particular thecosts of reasonable legal defense, including the court
costs and attorney fees. This does not apply if and to
the extent that the CUSTOMER proves that he were
not responsible for the above infringement or violation.
13.7.
Insofar as the liability for DAMAGES by BOSCHREXROTH is excluded or reduced, this also applies tothe personal liability for DAMAGES of the employees,
representatives and of persons engaged in performance of an obligation (Erfüllungsgehilfen). With regard to telecommunications services, the limitationsof liability pursuant to sec. 44a of the German Telecommunications Act (TKG) shall remain unaffected.
14. Changes to the Software and amendments to these
T&C
14.1.
BOSCH REXROTH reserves the right to adapt
these T&C, the SLA and the SOFTWARE APPLICATION
at any time in line e.g. with changes in technical or
legal conditions, API compatibility or with regard tofurtherdevelopments
ofthe
SOFTWARE
APPLICATION or technical progress, such adaptation
also being effective in respect of existing contractual
relationships, whereby the basic functionalities of the
SOFTWARE APPLICATION shall be maintained.
14.2.
CUSTOMER shall be notified of such changes in asuitable manner no later than thirty (30) calendar
days before the planned effective date of the changes
insofar as the adaptation involves a restriction in theusability or other not only insignificant disadvantages(e.g. adaptation expenses). If CUSTOMER does not
object within thirty (30) days of receipt of the notification and continues to use the SOFTWAREAPLLICATION after expiry of the period for objection,then the changes shall be deemed to have been effectively agreed as from the expiry date of the time
limit. In the event of an objection, the contractual relationship shall be continued subject to the conditions applying hitherto. If an objection is raised,a) the PROPERTY RIGHT is not or was not owned by
the CUSTOMER or by an affiliated company (as defined in sec. 15 German Stock Corporation Act(AktG)) andb) the CUSTOMER is not accountable for the infringement of PROPERTY RIGHTs.
15.3.
Claims by the CUSTOMER are excluded if the
SOFTWARE APPLICATION was produced in accordance with the specifications or instructions of the
CUSTOMER or if the (alleged) infringement of the
PROPERTY RIGHT derives from use in interaction withanother product not originating from BOSCHREXROTH or if the SOFTWARE APPLICATION is used
in a way which was not foreseeable for BOSCHREXROTH.
15.4.
The claims against BOSCH REXROTH under thissec. 15 are subject to the condition that the
CUSTOMERa) informs BOSCH REXROTH without undue delay of
the third-party claims raised,b) provides BOSCH REXROTH with a copy of all respective correspondence with the claimant andcourts without undue delay after receipt thereof,c) provides BOSCH REXROTH with the information
required to defend against the claim,d) on request of BOSCH REXROTH, confer to BOSCHREXROTH the exclusive right to steer the conductof the legal action by the CUSTOMER and the rightto make the final decision on reaching any judicial
or out-of-court settlements ande) supports BOSCH REXROTH to an appropriate degree in averting third-party claims.
15.5.
If the CUSTOMER is ordered to cease the use of
the SOFTWARE APPLICATION or of a part thereof either by a final and absolute court judgment or if an
preliminary injunction is served on the CUSTOMER,
then in order to remedy the rights’ infringement
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Device Management/SaaS Terms and Conditions of Bosch Rexroth AG
BOSCH REXROTH shall, at its discretion, either obtain for the CUSTOMER the right to continue to use
the SOFTWARE APPLICATION, or replace or modify
the PRODUCT whilst upholding the agreed functionalities. If the aforementioned alternatives cannot berealized by BOSCH REXROTH subject to reasonableconditions, both parties have the right to revoke thecontract. Insofar as can be reasonably expected of
the CUSTOMER, the revocation shall only be to theextent required to rectify the infringement of rights.
BOSCH REXROTH reserves the right to take any of themeasures provided by this sec.15.5, sentence 1, if theinfringement of PROPERTY RIGHTS is not finally asserted or acknowledged by BOSCH REXROTH.
15.6.
The obligation of BOSCH REXROTH to pay
DAMAGES in the event of an infringement of
PROPERTY RIGHTs is otherwise governed by sec. 13.
15.7.
Further and other claims than those regulated inthis sec. 15 by the CUSTOMER based on infringements of third party PROPERTY RIGHTs are excluded.
16. DATA use and data protection
16.1.
BOSCH REXROTH shall have the right to use,
store, copy, modify, analyze, provide or otherwise
process DATA contributed, created and transmitted
by the CUSTOMER or its end customer in connection
with the SOFTWARE APPLICATION for contractual
purposes during the contractual term.
16.2.
BOSCH REXROTH shall have the right, to use DATA
contributed, created and transmitted by the
CUSTOMER or its end customer in connection with
the SOFTWARE APPLICATION in anonymized form formachine learning and product improvement or product expansion. This right shall be unlimited, irrevocable free of charge and worldwide. The CUSTOMER
warrants that it has not entered into any agreements
opposing such use.
16.3.
BOSCH REXROTH shall have the right, insofar as
is permitted by law, to store, use, transfer and/or exploit all the information contributed and created by
the CUSTOMER or its endcustomer in connection
with the SOFTWARE APPLICATION, except for personal data, beyond the purpose of the contract forany purposes such as, for example, statistical, analytical and internal purposes. These purposes include,inter alia, the production, commercialization and distribution of the products and services of BOSCHREXROTH and, for example, statistical, analytical andinternal purposes. This right shall be unlimited, irrevocable, free of charge and worldwide. The
CUSTOMER warrants that it has not entered into any
agreements opposing such use.

REXROTH) or its AFFILIATED ENTERPRISE of which
the CUSTOMER will be advised in an appropriatemanner.
16.5.
Insofar as personal data is processed jointly by
BOSCH REXROTH and the CUSTOMER within themeaning of Art. 26 GDPR, the rights and obligations
and details of the data collected and the respective
processing thereof shall be determined under anagreement to be entered into separately in compliance with Art. 26 (1) sentence 1 GDPR.
16.6.
If the CUSTOMER processes personal data, theCUSTOMER guarantees that it has the right to do soin accordance with the applicable regulations, in particular under the data protection regulations, and in
the event of a violation it shall indemnify BOSCHREXROTH from and against claims by third parties.
The CUSTOMER is obliged to obtain consent required
from the respective data subject insofar as personal
data is collected, processed or used during utilizationof the SOFTWARE APPLICATION and if no statutory orother basis for permission applies. If applicable,
CUSTOMER shall impose its end customers within
the scope of Art. 26 (1) GDPR. CUSTOMER shall ensure that the regulated fulfillment of the rights of thepersons affected as well as information obligations
comply with the agreement according to sec. 16.5.
16.7.
The rights of BOSCH REXROTH under this sec. 16
also apply accordingly in favor of companies in the
Bosch Group of companies.
17. Confidentiality
17.1.
All the CONFIDENTIAL INFORMATION originatingfrom BOSCH REXROTH shall be kept secret from third
parties and may be made available only to those persons in the CUSTOMER’s own operations who have aneed to know the respective information for performance of the purpose of the contract and who aresimilarly committed to confidentiality. The respective
CONFIDENTIAL INFORMATION shall remain the exclusive property of BOSCH REXROTH. CONFIDENTIAL
INFORMATION may not be duplicated or used commercially without the prior consent of BOSCHREXROTH in writing. Upon request of BOSCHREXROTH, all CONFIDENTIAL INFORMATION originating from BOSCH REXROTH (if applicable, inclusive of
any copies or records made) and loaned items whichcontain CONFIDENTIAL INFORMATION shall be returned to BOSCH REXROTH or fully destroyed without undue delay.
17.2.
The obligation to uphold secrecy pursuant to sec.
17 does not apply to CONFIDENTIAL INFORMATION
which

16.4.
Insofar as personal data is processed, BOSCHREXROTH complies with the statutory data protection
regulations. In this case, the details relating to thedata collected and the respective processing thereof
are set out in the data protection notice of BOSCHa) were already in the lawful possession of the
CUSTOMER before being handed over by BOSCHREXROTH;

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Device Management/SaaS Terms and Conditions of Bosch Rexroth AGb) the CUSTOMER lawfully received from third parties without any secrecy obligations;c) are disclosed to third parties by BOSCH REXROTH
without any conditions regarding secrecy;d) are developed by the CUSTOMER itself independently of the information received;e) have to be disclosed by law; orf) are disclosed by the CUSTOMER with the priorwritten consent of BOSCH REXROTH.
18. Export control
18.1.
If it should transpire that contractual performanceby BOSCH REXROTH has become impossible or been
rendered difficult due to national or international export control regulations, in particular embargos orother sanctions, BOSCH REXROTH has the right to revoke or terminate the contract without setting a grace
period. The delivery period is suspended in the eventof delays due to export examinations or approval processes unless BOSCH REXROTH is accountable for
this.
18.2.
The CUSTOMER undertakes to furnish all the information and documents required for the access to
the SOFTWARE APPLICATION, for the export or movement of the SOFTWARE APPLICATION and DATA or
the integration of service provider in accordance withthe contract, unless this lies in the sphere of influence of BOSCH REXROTH. The CUSTOMER shall comply with the respectively applicable provisions of customs and (re-) export control law.
18.3.
With respect to USER CONTENT and the
CUSTOMER REPOSITORY, the CUSTOMER is obliged
to comply with the export control regulations that are
valid nationally and/or apply internationally. In connection with the CUSTOMER REPOSITORY, BOSCHREXROTH does not, in particular, examine whether
software requirements are permissible under export
control law. Solely the CUSTOMER is responsible for
examining the legal permissibility of the downloadfrom the CUSTOMER REPOSITORY.
19. Miscellaneous provisions
19.1.
The courts of Stuttgart, Germany, (for proceedings before the local court, this is the Amtsgericht (local court) in 70190 Stuttgart) shall have exclusive jurisdiction and venue insofar as this is legally permissible. BOSCH REXROTH reserves the right, however,to take legal action at a court with jurisdiction at theregistered office or establishment of CUSTOMER.
19.2.
Solely German law shall apply to all legal relations
between BOSCH REXROTH and the CUSTOMER, excluding the conflict of laws provisions. The applicability of the UN Convention on Contracts for the International Sale of Goods (CISG) shall be explicitly
excluded.

19.3.
If any provision should be or become ineffective,the effectiveness of the remaining provisions shall not
be affected thereby. In this case the ineffective provision shall be replaced by a permissible agreement approximating most closely the economic purpose of
the original ineffective provision. This shall apply accordingly to any omissions.
20. Definitions
20.1.
ACCESS DATA: The data required for the USERACCOUNT, especially user name and password.
20.2.
AFFILIATED ENTERPRISE: Every legal entity whichis controlled by BOSCH REXROTH, which controls
BOSCH REXROTH or which is jointly-controlled together with BOSCH REXROTH. Control is deemed toexist where more than fifty percent (50 %) of the capital shares or voting rights is held or where the corporate management and policy are controlled either
directly or indirectly on the basis of capital shares, byvirtue of agreements or in any other way.
20.3.
CENTRAL BOSCH-ID: User ID of the Single SignOn Authentication Service of Bosch.IO GmbH,
Ullsteinstrasse 128, 12109 Berlin, Germany, enabling
the use of various independent services of the BoschGroup and which requires the CUSTOMER’s e-mailaddress with any e-mail provider.
20.4.
COMMENCEMENT DATE OF THE LICENSE: Agreed
date with effect from which the software application
shall be made available.
20.5.
CONFIDENTIAL INFORMATION: Information in accordance with sec. 2 no. 1 of the German Trade Secrets Act (GeschGehG).
20.6.
CUSTOMER DATA: All the CUSTOMER content except for USER CONTENT which the CUSTOMER generates or transmits to BOSCH REXROTH in connection with the use of the SOFTWARE APPLICATION.
CUSTOMER DATA also includes the ACCESS DATA for
the SOFTWARE APPLICATION.
20.7.
CUSTOMER REPOSITORY: Storage space provided
by the CUSTOMER for storing USER CONTENT on
third-party servers. By using the Device Management
System, the CUSTOMER can instruct the UNIT to request
softwarestoredinthe
CUSTOMERREPOSITORY.
20.8.
DATA: Collective term for all the data exchanged
and processed under these T&C.
20.9.
DOCUMENTATION: All the information required to
be able to work with the software application in accordance with the intended use.
20.10. ENGINEERINGSOFTWARE:
SOFTWARE
APPLICATION with which certain products can be selected, calculated, dimensioned and/or configured
and/or a toolbox comprising Software components
and development environment to generate additional

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Device Management/SaaS Terms and Conditions of Bosch Rexroth AG
information and/or to support the CUSTOMER whencreating/changing SOFTWARE APPLICATION.
20.11. FLS: First Level Support.
20.12. FOSS: Free and Open Source SOFTWARE, in particular software under an approved license of theFree Software Foundation (FSF) or the Open Source
Initiative (OSI).
20.13. FOTA: Firmware over the Air; automated firmware
update of the UNIT via the SOFTWARE APPLICATION.
20.14. INCIDENTS: Malfunctions occurring in the context
of the SOFTWARE APPLICATION.
20.15. POTA: Parameter over the Air; automated parameter update for the UNIT via the SOFTWAREAPPLICATION.
20.16. PROPERTY RIGHT: Industrial PROPERTY RIGHT or
third-party copyright.
20.17. SAFE STATE: A state of the UNIT defined by the
CUSTOMER enabling the UNIT’s software and/or
SOTA/FOTA to be updated without influencing thedanger-free and designated operation of the UNIT.
20.18. SERVICE LEVEL AGREEMENT (SLA): Defines availability and support of BOSCH REXROTH.
20.19. SOTA: Software over the Air; automated software
update of the UNIT via the SOFTWARE APPLICATION.
20.20. UNIT: Relevant system or component that is managed using the SOFTWARE APPLICATION.
20.21. USER ACCOUNT: Enables access to and use of therelevant SOFTWARE APPLICATION.
20.22. USER CONTENT: The CUSTOMER’s own data
and/or software which the CUSTOMER can (via
CUSTOMER REPOSITORY, if applicable) upload for
its own use or the use of its end customers and/or
which can be flashed onto the UNITs – insofar as thisis available as a function of the SOFTWAREAPPLICATION.
20.23. YEAR OF CONTRACT: The first twelve (12) months
with effect from the Commencement Date of the License in accordance with the contract and every subsequent twelve-month period.

© Bosch Rexroth AG

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