General Terms and Conditions of
CIMSOURCE GmbH
Status: April 2016
§ 1 Scope
1. The following General Terms and Conditions are binding
between CIMSOURCE GmbH (CIMSOURCE in the following)
and its clients (contractor) for all contracts, including but notlimited to consulting-, software development and/or support- as
well as training measures if not stated otherwise in the contract.
For software products and –services the respective user
license agreements apply. The Terms and Conditions stay ineffect also for subsequent contracts with the same contractor,
without CIMSOURCE having to refer to the Terms andConditions in each single case. In these cases the Terms andConditions apply in the release that was effective at the date of
the proposal.
2. Services and proposals/quotes from CIMSOURCE base solely
on these Terms and Conditions in connection with therespective quote /contract. By accepting the quote/ conclusionof contract the contractor agrees to the Terms and Conditions
as binding. The Terms and Conditions apply exclusively.
Deviant, conflicting and/or supplementary General Terms andConditions of the contractor are not accepted and become in
no way part of the contract, even if CIMSOURCE has not
objected explicitly in writing. A provisional notice of objection isissued hereby.
3. Amendments of these General Terms and Conditions shall be
communicated to the contractor in writing or via email. If thecontractor does not object within 4 weeks after receiving thechange notice, the amendments are qualified as accepted. In
the event of an amendment of these General Terms andConditions, the contractor shall be advised specifically of hisright to object and the legal consequences of his remaining
silent.
§ 2 Contractual object
1. CIMSOURCE delivers project-related (consulting-) services tothe contractor (e.g. reengineering of business processes,
preparation of master data, data assessment, software
implementation,..) and/or software development (e.g.
requirements documentation, programming,…) which are
specified in type and scope in the proposal/contract. The
proposal/contract specifies further the prospective duration of
the project and the amount and type of compensation and all
incidental cost.
2. CIMSOURCE executes the contracted tasks on it’s own
authority and is not subject to directives of the contractor.
CIMSOURCE has no authority to issue directives to employeesof the contractor.
3. CIMSOURCE shall be entitled to assign vicarious agents (e.g.
sub-contractors) to discharge its’ contractual obligations. The
persons assigned by CIMSOURCE do not enter into an
employer-employee relationship with the contractor and are
not subject to the contractor’s authority to issue directives. Thisapplies in particular if the persons assigned by CIMSOURCE
deliver the services on the premises of the contractor.
§ 3 Conclusion of contract
1. All proposals from CIMSOURCE are subject to confirm.
2. The parties enter into the contract with the written orderconfirmation of CIMSOURCE or as CIMSOURCE starts the
project work.
§ 4 Time and location of activities
Time and the location of the assignment are specified in the
proposal/contract.
§ 5 Type and scope of services
1. Type and scope of the services to be rendered are specified
with contractural regulations. Authoritative for that are:
CIMSOURCE GmbH
Kasernenstr. 2252064 Aachen- Contract (including the proposal and performance
specification, collateral agreements, presentations, projectplan, other attachments)- Terms and Conditions of CIMSOURCE GmbH,- German law.
2. In case of disputes the regulations apply in the above listedorder.
§ 6 Delivery, acceptance, passing of risks
1. Both for the scope of services and the due date of delivery theorder confirmation is binding. The delivery will be discharged
at delivery department of client, where risks pass over to theclient. Software development, programming services orsoftware implementations shall be regarded “delivered” with
the notification (by mail or email) form CIMSOURCE GmbH
that the software “ready for operation”. Software is provided
ready for operation if CIMSOURCE GmbH has communicatedthe access codes (access to operational SaaS-module) to theuser and the user has logged in for the first time.
2. Client is obliged to check the delivery (software, service,..)immediately without delay for completeness and conduct theacceptance or to place a notification of defects or disorders
respectively.
3. In the event that during delivery deviations from the contracted
services and/or deficiencies become obvious, the respective
notification shall be communicated to CIMSOURCE GmbH
within 3 working days.
4. If damage arises on the part of the client due to a delay caused
by CIMSOURCE GmbH, the client may claim a compensation
for the delay. The compensation shall, for each full week ofdelay, be ½% but shall in total be limited to 5% of the value ofthat fraction of the overall delivery, which cannot be used intime or as specified in the contract. Further claims shall be
excluded.
5. If the delivery delay is caused by the client, CIMSOURCE will
notify readiness for delivery to the client. With the receipt of thisnotification by the client the delivery is fulfilled. In this case
CIMSOURCE GmbH is entitled to box and store the orderedservices at the clients risk and to invoice the client.
6. In case of force majeure or delivery shortages of suppliers
CIMSOURCE may claim a reasonable prolongation of deliverytime.
7. CIMSOURCE GmbH shall be entitled to partial shipments.
§ 7 Obligations to co-operate
1. The contract parties each assign a contact person who is
responsible for the execution of the contract. The contractors
contact person shall be available for the employees of
CIMSOURCE during the specified working hours, shall beentitled to make decisions necessary for the project work to go
on and to give access to information necessary to perform theservice and to provide necessary documents in due time. The
respective names shall either be fixed in the proposal/contract
or are communicated to each other following the conclusion of
the contract. Changes have to be communicated to the otherparty without delay.
2. The client is obliged to support the activities of CIMSOURCE.
The client will ensure all necessary prerequisites free of charge
on his premises and operations for CIMSOURCE to performthe contracted services. These prerequisites include, but are
not limited to, for the client- to provide sufficient work space for the employees of
CIMSOURCE including the necessary working equipment asneeded- to grant CIMSOURCE employees access to his premises atnormal working hours
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- to ensure the necessary pre-conditions in case of software
installations by CIMSOURCE, especially the provision of theneeded personnel and hardware.
3. If the client fails to discharge his contractural obligations in duetime, the deadlines specified in the proposal/contract will be
postponed by the number of working days that the clients’obligations were delayed. Is the co-operation delayed by morethan 7 calendar days, the deadlines will be postponed by anadditional 10 working days, which are granted by the client for
CIMSOURCE to restart the discontinued activities. In case of adelay of more than 10 calendar days CIMSOURCE is entitled
to charge all stand-by costs (personnel etc.) related to thedelay.
§ 8 Default of acceptance
1. If client is in arrears with the acceptance of services or if client
fails or delays his obligations to cooperate according to § 7 (1and 2) or otherwise obligated cooperation, CIMSOURCE
GmbH shall be entitled to invoice those services unable torender, without the obligation to render those services at a later
point in time.
2. CIMSOURCE GmbH’s claims for the reimbursement ofadditional costs caused by the default of acceptance shallremain unaffected.
§ 9 Compensation and incidental cost
1. Compensation shall be according to the actual time spend(charge by hour), if not stated otherwise in the contract. Travel
times are treated as consulting/service times.
2. The billing rates are defined in the official “CIMSOURCE pricelist” (valid at the date of order confirmation) if not statedotherwise in the order confirmation/contract.
3. Billing rates and other charges are stated excluding VAT.
4. The client shall refund all incidental costs like travel expenses,
hotel charges, daily allowances and third party charges that are
incurred for the fulfilment of the contract against presentationof receipt. In case of third party charges that are directly
reimbursed by the contractor, CIMSOURCE shall be entitled tocharge a handling fee of 15%.
5. If the contracting parties have not concluded an explicit
agreement about the compensation of a service fromCIMSOURCE, which the contractor could expect only to berendered in return of a compensation, the contractor shall beobliged to pay the usual compensation. In case of doubt thebilling rates (§ 9 para 2) of CIMSOURCE are considered “usualcompensation”.
6. Idle times of CIMSOURCE attributable to the contractor shallbe compensated as service times.
§ 10 Invoicing; due date; payment conditions
1. CIMSOURCE issues invoices for consulting and other services
monthly in arrears and proves the time spend using customary
service records upon the contractors‘ request. In addition to thedirect compensation, incidental costs and expenses, invoicesfrom CIMSOURCE shall state explicitly the statutory value
added tax applicable at the date of invoicing.
2. Software-as-a-Service (SaaS) modules (e.g. ToolPalStandard, SalesSuppport Server) will be invoiced after therespective module is initially provided ready for operation.
3. License fees for supplementary software modules, interfaces
or compensation for customizing or other programming work
shall be invoiced according to the “30-60-10-schedule”. Thismeans that 30% of the contract value become due with theplacement of order, 60% after delivery and 10% after
acceptance of the overall system.
4. Compensation for services are due at the date the services are
rendered and payable directly net upon receipt of invoice, if notstated otherwise in the order confirmation.
5. If the client is in arrears with payments, CIMSOURCE charges
interest on the arrears at the rate of two percentage points
above the interest rate of its commercial bank for businesscredit. The right to assertion regarding further default damages
and of the legal default charge remains reserved.
CIMSOURCE GmbH
Kasernenstr. 2252064 Aachen

6. Contractor may set off payments from claims or assert the rightto withhold payments only for claims defined by an enforceable
final judgment. The right to withhold payments shall only beasserted for claims stemming from this contract.
7. If after the conclusion of the contract a significant worsening ofclients financial situation becomes aware to CIMSOURCE,CIMSOURCE has the right to deliver or perform services
outstanding only in return of pre-payment or the provision of asecurity. This obligation to pre-payment applies in this situation
also to success fees/performance bonuses and to otherdeferred compensation shares according to the contract. If at
the date of the request to prepay the amount of success fee is
not known or the performance indicators are not reached yet,
CIMSOURCE will fairly determine the pre-payment sum andapply for payment. Until the performance indicators arereached and/or until the precise amount is fixed CIMSOURCE
will keep the prepayment on a special account. Upon requestof contractor and on the contractors’ expense the prepayment
may be transferred to an escrow account of a German notary
public or lawyer and an agreement for the unconditionaltransfer to CIMSOURCE as the preconditions are reached may
be reached.
8. If pre-payment or security is not rendered after an appropriate
period of grace, CIMSOURCE may step back from the contract
or cancel the contract for cause with immediate effect within 2
weeks after the period of grace ended. Any deliveries orrendered services up to that point become due for payment
immediately.
9. Repayment of pre-payed amounts according to paragraph 10.7
may only be claimed if the failure to achieve the contracted
results is due to causes attributable to CIMSOURCE.
§ 11 Change procedures
1. Contractor may request the change of the contracted services
according to the proposal/contract. The request for changemust be submitted by the contractor in writing. CIMSOURCE is
obliged to submit a quote for the required changes uponrequest of the contractor. CIMSOURCE will evaluate thechange request if and under which conditions the changes may
be carried out and inform the contractor about the conclusion
in due time.
2. The period to postpone the dates affected by the change
request will be set under the consideration of the duration of
the evaluation, of the duration of the execution of changes andof an appropriate lead time. This shall be fixed in a
supplemental agreement.
3. Contractor shall bear all cost of CIMSOURCE incurred by thechange request. This includes, but is not limited to, theevaluation of the change request, the creation of a change
proposal and eventual idle times. If not stated otherwise, allactivities of CIMSOURCE in relation to the change request
shall be compensated with the billing rates as fixed in the
proposal/contract.
§ 12 Data protection
1. CIMSOURCE and it’s vicarious agents shall be bound to thesecrecy of data according to § 5 of the BDSG
(Bundesdatenschutzgesetz). The obligation of the data
secrecy covers all circumstances and factual affairs of any
individual person and all protective measures for thisinformation. CIMSOURCE shall be in particular obliged not toprocess or to use personal data.
2. Applicable regulations concerning the handling of personal
data must be complied with.
3. These obligations shall survive the termination of the contract.
§ 13 Duty of confidentiality, keeping and return of documents
1. The contractors are obliged to treat any information concerningbusiness- and/or trade secrets of the other party as confidential
and not to disclose any such information to third parties without
the prior written consent of the other party. This obligation does
not apply to information which is already known to the receiving
party or is publicly available at the time of the disclosure; isTel.: 0241/88877-0
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disclosed to the receiving party by a third party who is not inbreach of an obligation of confidentiality; becomes publicly
available after disclosure through no act of the receiving party
or is developed by the receiving party without breach of thisagreement. Another exception is the disclosure of information
to public authorities in the course of official proceedings.
2. CIMSOURCE shall keep all business documents, that have
either been submitted by the client or were generated undercontract by CIMSOURCE with due diligence and care and to
make sure that no third party gains access to these documents.
This includes, but is not limited to, reports, organizational
charts, flow charts, mind maps, value stream maps, tables,
calculations and drawings and all programs and data files thatare property of CIMSOURCE and concern the matters of thecontractor. After termination of the contract and upon requestof the contractor CIMSOURCE will return all documents
handed over by the contractor to the contractor at thecontractor’s expense. If no request to return the documents isissued by the contractor within 3 years, CIMSOURCE shall beentitled to destroy the documents. CIMSOURCE shall beentitled to archive copies, if this is necessary for standard
accounting and/or documentation.
3. These obligations shall survive the termination of the contract.
4. The contractors shall obligate their employees and vicarious
agents to these terms.
§ 14 Liability for mal-performance (qualitative deficiencies)
1. If the contracted consulting-work and/or service is not delivered
according to contract or is delivered faulty and if this malperformance is attributable to CIMSOURCE, CIMSOURCE will
deliver the contracted service according to contract and free of
mistakes at no additional cost for the contractor within an
appropriate period of grace. Precondition is a formal complaintof the contractor, which has to be submitted without delay, no
later than 2 weeks after obtaining knowledge about the noncontractural or faulty performance. If the contractural deliveryof the services fails substantially even within an appropriate
period of grace set by the contractors, the contractor is entitled
to terminate the contract without notice.
2. In case of a termination according to paragraph 14.1
CIMSOURCE shall be entitled to compensation for theservices rendered until the termination became effective.
Compensation is canceled only for those services that thecontractor proves worthless for use within 4 weeks after thetermination. To be useful in the sense of the sentence above
the contractor’s theoretical usage option is sufficient.
3. The right to termination for cause remains unaffected. In thiscase also CIMSOURCE shall be entitled to compensation forthe services rendered until the termination became effective.
Compensation shall be canceled only for those services thatthe contractor proves worthless for use within 4 weeks after thetermination.
4. Any further warranty claims for mal performance and/or
qualitative deficiencies are excluded. This exclusion shall not
apply in the event of damage caused intentionally or by grossnegligence and to claims under the product liability law. Further
to that this limitations of liability shall not apply for claims frominjury to body and health attributable to CIMSOURCE.
§ 15 General liability regulations, obligations to represent
1. Liability for qualitative deficiencies is regulated in the above
paragraph 14. These regulations are final; in case of willfulintent or the assumption of a guarantee by CIMSOURCE thelegal regulations shall remain unaffected.
2. In all other cases, CIMSOURCE is only liable for grossnegligence and willful intent. In the case of minor negligence
resulting in the infringement of essential contractual duties
attributable
to
CIMSOURCE,CIMSOURCE’s
legal
representatives or vicarious agents, the liability is limited tocompensation for foreseeable damages typical for this type ofcontract and that is within reason. Any further liability shall be
excluded.
CIMSOURCE GmbH
Kasernenstr. 2252064 Aachen

3. The aforementioned limitations and exclusions of liability shallnot apply to claims arising from product liability and not to injury
of life, body and health attributable to CIMSOURCE.
4. The contractors will agree to limit the liability and lay down therespective maximum sum per case in the individual contract.
5. In case that a maximum sum per case to limited the liability has
not been agreed effectively, paragraph 15.4, the liability shallbe limited for each case to the amount that equals the totalcompensation of CIMSOURCE for the respective contract.
6. The duty to review the legal legitimacy of the implementationof the outcome of the consulting services is in the responsibilityof the contractor. This applies, but is not limited to, if proposed
measures infringe provisions of the Fair Competition Act, theData Protection Law, copyright law and/or specific regulations
concerning product advertising and specific regulations in thearea of activities of the contractor. CIMSOURCE will advise
contractor about legal risks, as far as they become known
during the preparation/implementation.
7. CIMSOURCE is in no way liable for statements about the
products, services and/or performance of the contractor orother statements made pursuant to the consulting service.
CIMSOURCE is also not liable for the ability to protect orregister patents, copyrights, trademarks on any during thefulfilment of the contract communicated ideas, suggestions,
proposals, concepts, designs etc. The examination of legal
questions is explicitly not CIMSOURCE’s task and is without
exception the contractor’s obligation.
8. In case a loss of data or programs is attributable to
CIMSOURCE, CIMSOURCE shall be liable only up to theamount of the expenditure incurred for restoration, provided
contractor has made backups on a regular basis, at least at 24hour intervals, in order to ensure that lost data can be restored
by exerting reasonable efforts. Data to be backed up include
apart from the data of contractor all data (customer data, user
data, ordering information etc.) that have been gathered during
the communication with information- and communication
media (Internet etc.) regardless where the storage medium islocated.
9. CIMSOURCE shall not be liable, even for bindingly agreed
deadlines and dates for delays in delivery and services as aresult of force majeure and events which render the provisionof the service significantly difficult or impossible, including but
not limited to strike, lock-out, natural disasters, acts ofgovernmental authorities, even if they occur at CIMSOURCE's
suppliers or the suppliers' sub-contractors.
§ 16 Force majeure
1. Incidents of force majeure that make it difficult or impossible for
CIMSOURCE GmbH to fulfill the contract shall waive
CIMSOURCE’s obligation to deliver and/or to postpone it’s
obligations for the time of the hindrance.
2. Incidents of force majeure include but are not limited to war,
strike, lock-out, riots, exprobriations, substantial changes inlaw, storms, floods and other natural disasters and otherincidents not attributable to CIMSOURCE including, but notlimited to water inrushes, power cuts and interruptions ordestruction of data carrying lines.
3. Each party of the agreement shall inform the other party
immediately in writing about any incident of force majeure.
§ 17 Statute of limitation
Claims due to mal-performance (qualitative deficiencies)(paragraph 14.) as well as contractual liability claims(paragraph 15) become statute-barred within one year as ofthe start of the statutory limitation period. This does not apply
to gross negligence and willful intent of CIMSOURCE,CIMSOURCE’s legal representatives or vicarious agents andnot to claims arising from product liability or from injury of life,
body and health. In these cases the statutory period oflimitation shall apply.

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§ 18 Transfer of user rights
1. To the extent that CIMSOURCE creates during the executionof the contracted services specifically for the contractor
copyrighted or in other aspects protected results,
CIMSOURCE grants a non-restricted, non-exclusive simple
right to use the results and allows the contractor to use it
according to contract.
2. The client warrants that as part of the contract by CIMSOURCE
generated reports, organizational charts, flow charts, mind
maps, value stream maps, tables, calculations and drawings,
will only be used for proprietary purposes.
3. For legally protected services and/or copyrighted material thatwas used by CIMSOURCE for the fulfilment of the contract andthat have been developed by CIMSOURCE or third parties
independently of the contract, contractor is granted a nonexclusive user right to the extent required by the scope of thecontract. CIMSOURCE commits itself not to use any material(components, graphics, templates, elements, concepts, ideas
and the like) that might lead to an infringement of third party
intellectual property rights.
4. The compensation for the right to use the legally protectedmaterial that was developed while executing the contracted
services is included in the compensation for the respective
services. The transfer of user rights becomes effective with thepayment in full of the contracted compensation for therespective service by the contractor.
§ 19 Term of contract; reduction of the scope of the contract
1. The contract terminates as specified in the proposal/orderconfirmation.
2. The contract may be terminated earlier by written notice, if
special operational reasons of the contractor make thisnecessary. The deadline for CIMSOURCE to receive thewritten notice is 8 weeks prior to the termination date. In thiscase payment is regulated as follows:
Full payment is due for those services rendered until thetermination of the contract. For those services unable toperform because of the early termination, payment is waived tothe extent that CIMSOURCE saves effort and/or generates
sales with the reallocation of resources to other assignments
or intentionally fails to reallocate the resources.
3. For the premature termination to the effect of this regulation
only those special operational reasons are accepted that makeit obvious without doubt that contractor may not use/implement
the outcome of the contracted services of CIMSOURCE due toa situation caused by an external impact after closing thecontract. The regulations of § 627 BGB (German Civil Code)are hereby expressly excluded§ 20 Duties of trust
Client and CIMSOURCE commit to mutual loyalty. Client
agrees that he will not during the term of the contract and for aperiod of 6 months thereafter hire employees of CIMSOURCE
or to engage them otherwise. This agreement shall be effective
for the client and for affiliated companies. Infringement shallresult in a penalty of EUR 30.000,--.
§ 21 Final
1. Applicable law is solely the law of Germany (Bundesrepublik
Deutschland) with the exclusion of the United Nations
Convention on Contracts for the International Sale of Goods.
2. The sole and exclusive court of jurisdiction for all disputes
arousing from this contract is Aachen, Germany.
3. Changes and additions of this Terms and Conditions, of the
proposal/contract as well as the amendment or the revocationof the written form are only valid if they are agreed upon inwriting, except if they are based on an express or individual
contractual agreement.
4. If single provisions of the Terms and Conditions are legally
void, the remaining provisions stay effective. The contracting
parties agree to replace legally void provisions with effective
provisions according to the initial intent.
CIMSOURCE GmbH
Kasernenstr. 2252064 Aachen

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FAX: 0241/88877-10
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