General Terms and Conditionsfor Software Maintenance Agreements
Valid as of 1 October 2023
Article 1 – Object of agreement(1) These Terms and Conditions for the maintenance of software
form the sole basis of the software maintenance services offeredby Klingelnberg. Deviating or supplementary agreements – inparticular also conflicting terms and conditions of purchase of theCustomer – shall only apply if Klingelnberg expressly confirms
them in writing with reference to the fact that they constitute anamendment or supplement to the Software MaintenanceAgreement; this shall also apply if Klingelnberg does not expressly
object to conflicting terms and conditions of purchase in individual
cases. The written form requirement for amendments andsupplements can only be waived by written agreement.
(2) Klingelnberg provides maintenance services of the supplied
user software for the precision measuring centers described in therespective offer. This Agreement shall not apply to other machines
and software purchased by the Customer, including third-party
software.
(3) Maintenance services includea) maintaining and restoring the operability of the software;b) updating the softwarec) documentation of services provided;d) consulting and application-specific technical support for
the Customer in accordance with para. (4);e) periodic maintenance services as specified in thisAgreement (e.g. software tests).
(4) Maintenance also includes the documentation associated withthe software provided in digital form (operating instructions/usermanual). A change of hardware (PC) or the Customer's operating
system as well as individual adaptations of the software are notincluded.
(5) The Software Maintenance Agreement does not cover the initialinstallation of the software, including configuration and anynecessary adjustments (e.g. for existing machines), the instruction
and training of Customer personnel and the creation ofmeasurement programs. The elimination of faults and damages forwhich the provider is not exclusively or predominantly responsible,
but which are caused by improper operation on the part of theCustomer, by faulty or inadequate hardware, by an interruption of
the power supply, by the influence of third parties or by force
majeure are also not covered by this Agreement. It also does notcover changes to database settings, server configurations orsystem administration. These services can be agreed and invoiced
in individual cases against separate remuneration in accordancewith the provider's applicable hourly rates.
(6) For the initial conclusion of a Software Maintenance Agreement,
it is necessary that the software versions for all precision
measuring centers operating in the network and covered by theAgreement are identical and not older than 1 year. Measuring
centers that do not fulfill this requirement must receive an update
before being included in the Software Maintenance Agreement.
Article 2 – Scope of services(1) The software is continuously updated. The Customer receives
one free update per year for all software packages included in theservice schedule. This update is provided as a package. The
Supplier undertakes to inform the Customer or the Customer's
personnel once upon request about the type and scope of theservices performed for the Customer since the last update.
Updates are only installed at the Customer's request. The same
applies if a planned update is not possible on the existing
hardware. In this case, the hardware and possibly also theoperating system must be replaced by the Customer and at theCustomer's expense. As a rule, hardware should be replaced after
four years at the latest.
(2) Klingelnberg is obliged to investigate errors in the software
reported by the Customer and, if the error can be reproduced by
Klingelnberg, to provide the Customer with information to eliminate
the consequences of such errors. An error exists if the software
does not perform a function specified in its statement of work or
does not work properly in any other way.

(3) Klingelnberg shall respond to messages received from theCustomer during the helpdesk's office hours (Monday to Friday
7:00 am to 5:00 pm, except on public holidays at Klingelnberg's
place of business, hereinafter referred to as “service hours”) within
one working day during service hours.
(4) In the event of material fault in the software, Klingelnberg is
obliged to rectify the error in one of the following updates. A fault isdeemed to be material if a assured function is permanently notavailable. The fault shall also be deemed to have been rectified if
it can be bypassed by a solution that is deemed acceptable to theCustomer and is essentially comparable in terms of functionality. A
prerequisite for the search for and rectification of faults is thefulfillment of the Customer's obligations to cooperate in accordancewith Article 3.
(5) Other faults shall only be rectified if this is possible using
economically reasonable efforts. This is not the case if essential
parts of the software need to be reprogrammed. Notwithstanding
this, Klingelnberg will endeavor to also rectify other faults, however,
without assuming any obligation to do so.
(6) Maintenance should generally be carried out remotely. (SeeArticle 3 (2) – Customer's duty to cooperate.)(7) Maintenance will be performed solely by qualified personnel
who are familiar with the software specified in the service schedule.
Klingelnberg shall provide the tools (test programs, test data, etc.)
suitable for providing the services and corresponding to the provenstate of the art.
(8) Klingelnberg employees do not enter into an employment
relationship with the Customer. The Customer shall issue
instructions exclusively to the responsible employee designated by
Klingelnberg with effect for and against Klingelnberg. The
Customer shall ensure that Klingelnberg employees are not
involved in the customer's operational processes and organization.
(9) The involvement of subcontractors is only possible with the prior
express consent of the Customer.
(10) When maintaining the software provided, Klingelnberg will
regularly provide the latest version of the software and, if necessary
and with the Customer's prior consent, install it. Only thesesoftware versions will then be maintained.
(11) If the customer does not agree to the installation of a newprogram version, older program versions can continue to beoperated for a maximum period of 12 months. If the customer does
not upgrade to the latest program version within this period,Klingelnberg shall be released from its performance obligations
under this Agreement to the extent that these relate to the installedsoftware.
(12) Any claims of the Customer arising from contractual or
statutory liability for defects in connection with the purchase of theprecision measuring centers or the software remain unaffected bythis Agreement.
(13) The validity of the Software Maintenance Agreement shallotherwise remain unaffected, even if individual software products
are discontinued by the Provider. In this case, the agreement on
support and updates is reduced by the respective discontinued
software product; all other services and software products
described remain unaffected.
Article 3 – Customers duty to cooperate(1) The Customer shall inform Klingelnberg immediately in writingof any functional deviations and shall support Klingelnberg in theinvestigation and rectification thereof within reasonable limits. This
includes, in particular, submitting fault reports to Klingelnberg intext form at its request and providing other data and log files
suitable for analyzing the fault.
(2) If necessary, the Customer shall grant Klingelnberg access tothe data processing systems on which the programs specified in
the statement of work are installed. The Customer shall provide thetechnical facilities (power supply, telephone connection and datatransmission lines) required for the performance of all maintenanceservices to an appropriate extent free of charge. In particular, theCustomer is obliged to provide the Supplier with secure access toPage 1 of 3

all necessary IT systems via remote access (“remotemaintenance”) as is customary in the market.
(3) Within 4 weeks of the commencement of the Agreement, theCustomer shall nominate a responsible employee to Klingelnberg
as a contact who is able to provide the information required for theperformance of the Agreement and to make decisions themselves
or bring them about without delay.
(4) The Customer shall independently document any changes
made to the settings as well as the start and duration of functionalrestrictions.
(5) The Customer shall install or have Klingelnberg install new
program versions relevant to the security of the software or themachine concerned without delay if Klingelnberg has informed theCustomer of the relevance of this update and the need to adopt thenew program version without delay.
(6) It is the Customer's responsibility to carry out proper data
backups and to properly maintain the software and hardware
environment of the software not covered by the service schedule.
The Customer must protect the hardware and software in particularagainst unauthorized access by employees or other third parties,
viruses, Trojans and other malware.
Article 4 – Secrecy and data protection(1) Both parties shall maintain secrecy about all business andoperational matters of which they become aware and shall treat all
information in connection with the fulfillment of this Agreement asstrictly confidential, even beyond its expiry. At the request of oneof the parties, the parties shall also conclude a non-disclosureagreement that is customary in the market and meets therequirements of the German Law on the Protection of Trade
Secrets [Gesetz zum Schutz von Geschäftsgeheimnissen,GeschGehG].
(2) When processing personal data, the parties shall comply withthe applicable data protection laws. If necessary, the contracting
parties will mutually regulate details in a contract for commissioned
processing in accordance with the requirements of Art. 28 (3) of theGeneral Data Protection Regulation (GDPR).
Article 5 – Rights of use(1) The Customer receives a simple, non-exclusive, and nontransferable right to use the contractual items that Klingelnberg
provides to the Customer (e.g. updates, supplementary program
manuals). Any deviating agreements on rights of use from othercontracts concluded in connection with the software shall remain
unaffected.
(2) If the Customer uses contractual items that replace earlier ones,
the right to use the replaced contractual item shall expire.
Article 6 – Rights of third parties(1) Klingelnberg warrants that the services it provides are free fromrights of third parties. Should it be established that this is not thecase, Klingelnberg shall, at its own expense and at its discretion,
procure the necessary rights of use for the Customer or modify its
service in such a way that the rights of third parties are no longer
impaired without any significant change to the services concernedand shall reimburse all necessary expenses.
(2) The Customer grants Klingelnberg the right to convert theCustomer's own data into other formats, to migrate, edit or modify
Customer data, to edit or modify such data for the Customer. On
its part, the Customer shall indemnify Klingelnberg against all
claims asserted by third parties as a result of such processing ormodifications.
Article 7 – Warranty(1) Klingelnberg warrants that the latest version of the contractual
software installed as part of the ongoing updates will provide thefunctions specified in the statement of work during the term of theAgreement.
(2) If Klingelnberg fails to meet its obligation to perform within theperiod specified in Article 2 (2) of these Terms and Conditions, theCustomer shall set a reasonable period of grace. Within this periodof grace, Klingelnberg shall first provide the service again or, if theobject of the service, correct the fault by subsequent improvement.
If this should fail and if the Customer cannot be reasonably
expected to accept further subsequent improvement, the Customer
shall be entitled to the statutory claims for defects.

(3) Warranty claims of the Customer shall expire within a period of
one year.
Article 8 – Liability of the Supplier(1) Klingelnberg shall be liable without limitation for intent,
fraudulent intent, and gross negligence. In the event of damage
resulting from injury to life, limb, or health of a person, within thescope of application of the Product Liability Act[Produkthaftuingsgesetz, ProdHaftG] or in the case of guarantees
expressly assumed in writing, Klingelnberg shall also be liable forslight negligence. In all other respects, Klingelnberg shall only beliable for slight negligence in the event of a breach of a material
contractual obligation, the fulfillment of which is essential for theproper performance of the Agreement and on the observance of
which the Customer regularly relies and may rely (cardinal duty).
(2) The limitation of liability applies in the same way in favor of thebodies, other representatives, employees, and vicarious agents ofthe Supplier.
(3) Liability for any consequential damages (loss of profit, indirect
damages, etc.) is excluded. Otherwise, even in the case of simple
negligence, the amount of liability shall be limited to theremuneration paid by the Customer per calendar year.
(4) Klingelnberg shall only be liable for loss of data if the customer
has carried out system checks and data backups at regularintervals. In this case, liability is limited to the costs that would havebeen incurred in the event of a restoration following a proper
system check and data backup.
Article 9 – Remuneration(1) The Customer pays an annual fee for the software maintenanceand hotline services. The fee is calculated according to the pricelist valid at the beginning of the contractual year for the contractual
software installed at the Customer. If the software maintenanceand hotline agreement is extended in accordance with Article 12(2), the amount of remuneration for the following contractual year
shall be based on the price list valid at the time of the extension.
An increase of more than 10% compared to the current contract
year entitles the Customer to terminate the Agreement within 30
days of receipt of the notification with effect from the end of theexpired contract year.
(2) Payment is due at the beginning of each contract year within 30
days of receipt of the invoice without deduction.
(3) The statutory value added tax will be charged additionally.
Article 10 – Term of the Agreement(1) The Agreement commences upon signature by both contracting
parties.
(2) The Agreement has a fixed contract term of 3 years, after which
the contract term is automatically extended by 1 year and can beterminated at the end of the respective contract term with a notice
period of 3 months.
(3) The Agreement may be terminated extraordinarily by either
party for good cause.
(4) Any termination must be in writing to be effective (Section 126(1) of the German Civil Code [Bürgerliches Gesetzbuch, BGB]).
Article 11 – Subsidiaries
All rights and obligations under this Agreement applicable toKlingelnberg may be exercised in the same way by the companiesof the Klingelnberg Group.
Article 12 – Venue and applicable law
The law of the Federal Republic of Germany shall apply to theexclusion of the UN Convention on Contracts for the International
Sale of Goods of 11 April 1980 (CISG) and to the exclusion ofconflict of laws principles; Art. 3 (3) and (4) of the Rome IRegulation shall remain unaffected.
The exclusive, also international, place of jurisdiction for all direct
or indirect disputes is Cologne. This shall not apply if the disputeconcerns claims other than property claims or if another exclusive
place of jurisdiction is established by law.
Article 13 – Written form requirement
No verbal collateral agreements were made. Amendments oradditions to this Agreement must be made in writing to be effective(Section 126 (1), (2) of the German Civil Code). This also applies

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to agreements relating to the written form requirement itself.
Electronic communications do not satisfy the written form
requirement.
Article 14 – Severability clause
Should individual provisions be or become invalid in whole or inpart, this shall not affect the validity of the remaining terms orprovisions. In such a case, the parties shall agree on a legally valid
provision that comes closest to the intended economic purpose of
the invalid provision; the same shall apply accordingly if theAgreement should contain a gap.

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