(1) These General Terms and Conditions (GTC) apply to the use of software applications of findIQ GmbH, Wilmerei 13, 32602 Vlotho, Germany, www.findiq.de auf Zeit (hereinafter: “Contractor” or “findIQ”) in the form of on-premise or as a web-based SaaS or cloud solution by the Client (Client and Contractor hereinafter jointly ‘Parties’ and individually “Party”).
The GTC apply exclusively to the business relationship between findIQ (entrepreneur) and the client (also an entrepreneur (Section 14 of the German Civil Code (BGB)), a legal entity under public law or a special fund under public law). They expressly do not apply to legal transactions with a consumer (§ 13 BGB).
The GTC shall also apply as a framework agreement in their respective valid version, without the need for further reference, to future transactions between the parties.
Individual agreements between the Contractor and the Client, in particular in the specific offer/order, shall take precedence over these GTC insofar as they deviate from these GTC.
(2) Any deviating or conflicting terms and conditions of the Client or third parties are hereby expressly rejected and shall not apply, even if the Contractor does not separately object to their validity in individual cases. This shall also apply in particular if orders are executed by findIQ without reservation in the knowledge of the client's general terms and conditions. All additional or conflicting terms and conditions proposed by the client, whether in an offer, a confirmation, an invoice or otherwise, must be confirmed in writing by findIQ in order to be valid.
(3) Legally relevant declarations and notifications to be made by the client to the contractor after conclusion of the contract (e.g. setting of deadlines, notification of defects, declaration of withdrawal or reduction) must be made in text form in order to be effective.
Even if a binding period is granted with regard to price quotations, offers made by findIQ shall always remain subject to change and non-binding. The order placed by the client is deemed to be a binding contractual offer. Unless otherwise stated in the order, findIQ is entitled to accept this contractual offer within 2 weeks of its receipt. Acceptance can be declared either in text form (e.g. by order confirmation by e-mail) or by providing the client with access to the contract software.
(1) The service description is set out in findIQ's offer.
(2) For on-premise solutions:
The contract software is provided to the client as described in more detail in the offer. The contract software includes all data stored on the data carrier or transmitted online together with the program (in particular files and databases). All versions of the contractual software, including updates and upgrades, which findIQ provides to the customer during the term of the contract, are part of the subject matter of the contract. Upgrades within the meaning of this contract are an enhanced version of the contractual software that contains significant new functions compared to the previous version. Upgrades are generally subject to a charge as part of the on-premise solution and are only the subject of the contract if this is agreed separately in text form.
The client shall receive a delivery copy of the contractual software on a data carrier specified in the offer or by download. The client is responsible for the installation of the contract software as well as updates and upgrades, unless otherwise agreed in the offer. If the customer fails to install an update and upgrade within a reasonable period of time, findIQ shall not be liable for a product defect that is solely attributable to the lack of such installation.
(3) For web-based SaaS or cloud solutions:
The contractual software is operated by findIQ as a web-based SaaS or cloud solution. The client is enabled to use the contractual software stored and running on the servers of findIQ or a service provider commissioned by findIQ via an internet connection for its own purposes during the term of this contract and to use it to store and process its data and to integrate elements of the software, such as login screens, into its own IT systems.
findIQ provides the client with the latest version of the contractual software for use at the router exit of the data center where the server with the contractual software is located (hereinafter referred to as the “transfer point”). The contractual software, the computing power required for its use and the necessary storage and data processing space are provided by findIQ. findIQ is not, however, responsible for establishing and maintaining the data connection between the client's IT systems and the described transfer point.
(4) findIQ shall provide German-language user documentation exclusively in electronic form, either by link or as a file. If agreed, the contract software and the user documentation shall also be provided in other languages.
(5) The contractual software is provided for common operating systems, end devices and browsers, without any claim to specific functionalities for a particular operating system, end device or browser.
(1) findIQ grants the client the non-exclusive, non-transferable, non-sublicensable and non-transferable right to use the contractual software for the duration of the contract within the scope of the functionalities and the intended use in accordance with the service description. Depending on the agreement, the software is provided either on-premise or web-based via the Internet.
Access to the contractual software by business partners of the client is only permitted if the parties have agreed this in writing in advance in an individual contract, disclosing the specific persons of the business partners, and the client assures that access will only take place within the scope of the intended use of the contractual software for the business purposes of the client in compliance with all agreed terms of use (e.g. within the scope of a product offer of the Client to or in cooperation with its business partners).
(2) If the Contractor provides new versions, updates, upgrades, other modifications or extensions of the Contract Software during the term or makes other changes with regard to the Contract Software, the right of use granted under this § 4 shall also extend to these modifications and extensions, even if these are commissioned by the Client and paid for separately. The Contractor is entitled, but not obliged, to provide updates or upgrades, unless this is absolutely necessary to rectify errors (including security updates) or has been contractually agreed otherwise.
(3) All adaptations, extensions or modifications of the contractual software based on ideas, suggestions or other contributions of the Client (hereinafter referred to as “Adaptations”) shall be developed and implemented exclusively by the Contractor. All rights, in particular copyrights, exploitation rights and other intellectual property rights to the customizations, are vested in the Contractor without restriction. The client waives all rights to the adaptations insofar as this is legally permissible. The right of use under this § 4 also extends to the adaptations.
(4) The Client may only use the contractual software in the contractually agreed manner. The client shall not be entitled to any rights not expressly granted to the client. The customer acknowledges and undertakes that:
a) the contract software may only be used and edited within the scope of the functions provided for this purpose in the configuration interface provided by findIQ. Editing includes any adaptation of the contractual product that is made using the functions provided in the front end. Direct changes to the source code are excluded.
b) to make the contractual software accessible to third parties, unless they use it exclusively on behalf of and for the client and this has been agreed separately in writing between the parties;
c) to use the contractual software for processing other than its own data or for commercial purposes,
d) the contractual software may not be decompiled, reproduced, duplicated, further developed, analyzed by reverse engineering or comparable measures or read out by the client itself, its business partner or other third parties. Likewise, they may not be modified, derived works created from them or the look and feel of the contractual software copied.
Excluded from these prohibitions are
- the right to load into the working memory or the creation of a backup copy by a person authorized pursuant to Section 69d (2) UrhG;
- the right to edit the contractual software to the extent necessary to maintain or restore the agreed functionality of the contractual software pursuant to Section 69d UrhG;
- the right to decompile the contractual software pursuant to Section 69e (1) UrhG and within the scope of Section 69e (2) UrhG.
(5) The contractual software may not be used for unlawful purposes, whether in violation of applicable law, official requirements or third-party rights.
(6) The client is obliged to ensure compliance with the provisions of these terms and conditions.
(7) If the Client violates the provisions of this § 4, the Contractor may, after prior notification of the Client in text form, block the Client's access to the Service if the violation can be remedied as a result. The block shall be lifted as soon as the reason for the block no longer exists. If the Client continues to violate or repeatedly violates the provisions of this § 4 despite notifying the Contractor accordingly, the Contractor may terminate the contract without notice, unless the Client is not responsible for these violations. The Contractor's right to claim damages remains unaffected.
(8) findIQ and its licensors shall each remain the owner of all intellectual property rights and industrial property rights to the contractual software provided and the associated accompanying documentation, all rights to parts of this contractual software or software derived from it in whole or in part, including the associated hardware. This shall also apply if the Client modifies the contractual software to the extent permitted by the contract or combines it with its own software or that of a third party. No provision of the contract shall be interpreted as permanently and irrevocably transferring rights to the contractual software to the client.
(9) The customer shall not remove existing markings, proprietary rights notices or proprietary notices of findIQ in the contractual software and the accompanying documentation, but shall also include them in any copies made.
(1) The contractual software is provided “as is”. The Contractor owes an availability of at least 95% on an annual average. Times during which the contract software is not available due to an error or for other reasons shall be deemed “downtimes”. Such downtimes shall not be taken into account when determining whether findIQ has complied with availability,
a) in which the contractual software is unavailable due to technical or other problems for which findIQ is not responsible (e.g. force majeure, fault of third parties or errors in the client's IT systems);
b) which occur during update processes; or
c) in which maintenance work is carried out on the contractual software in accordance with §10 of these GTC. Maintenance work is generally scheduled in time windows outside normal office hours (Mondays to Fridays from 08:00 to 18:00, except on public holidays in Vlotho, North Rhine-Westphalia). If maintenance work is required during normal office hours and the contract software is therefore not available, findIQ shall inform the customer accordingly.
(2) findIQ draws the client's attention to the fact that restrictions or impairments to the services provided may arise which are beyond findIQ's control. This includes, in particular, actions by third parties who are not acting on behalf of findIQ, technical conditions of the Internet which cannot be influenced by findIQ, and the use of the Internet by third parties.
(3) The client is obliged to notify findIQ immediately and as precisely as possible of any functional failures, malfunctions or impairments of the contractual software. If the client fails to cooperate in this respect, Section 536c BGB shall apply accordingly
(1) A support case exists if the contractual software does not fulfill the contractual functions in accordance with the product description.
(2) If the customer reports a support case, he must provide as detailed a description as possible of the respective malfunction in order to enable the most efficient troubleshooting possible.
(3) Reports shall be made by e-mail, telephone or Teams to the help center provided by findIQ and only during normal office hours (Monday to Friday from 08:00 to 18:00, except on public holidays in Vlotho, North Rhine-Westphalia). The help center is available in German and English.
(1) The prices are based on the order. All prices are subject to value added tax at the applicable rate. Insofar as ongoing services are owed, the VAT rate applicable at the time the respective claim is due shall be decisive. The prices contained in the offers are non-binding. The prices agreed in the order shall be decisive. Services exceeding the scope of the order shall be invoiced separately.
(2) findIQ's invoices are due upon receipt by the client and must be paid without deductions within 14 calendar days to the account specified in the invoice.
(3) Unless otherwise agreed in the order, the monthly remuneration in the form of a license fee shall be paid in advance. This shall take place at the beginning of the contract for the entire basic term. After expiry of this basic term, payment for each renewal period shall also be made in advance. The advance payment must be credited to findIQ's account no later than 14 days after the start of the basic term or the corresponding extension period.
(4) findIQ reserves the right to adjust its prices for current services appropriately in the future in order to meet the quality requirements of its clients or to compensate for rising personnel costs, energy costs and rental costs. Price adjustments shall be announced at least 8 weeks in advance. The client may object to the price adjustment within 6 weeks; findIQ shall inform the client of this right of objection in the notification of the price adjustment. If the client objects to a price adjustment, findIQ has the right to terminate the contract with the client with a notice period of 4 weeks; in the event of termination, findIQ will refund any remuneration paid in advance for the period after the termination takes effect on a pro rata basis.
(5) Services are generally invoiced on a time and material basis.
(6) The client is only entitled to set-off or retention rights to the extent that its claim has been legally established or is not disputed. The client's rights of retention arising from other contractual relationships with findIQ are excluded in this contractual relationship.
(7) Additional services not included in the agreed scope of services as well as additional expenses incurred due to incomplete, incorrect or subsequently changed information provided by the client, additional requirements or other circumstances for which the contractor is not responsible shall be invoiced separately at the hourly rates specified in the order. This applies in particular to subsequent changes, additional coordination work, waiting times or delays in the provision of services that are not attributable to findIQ. findIQ shall inform the client in good time of any additional services required and of any additional or reduced expenditure. The contractor's affected service will only be implemented with the client's written consent (e-mail is sufficient). Reduced expenditure will be taken into account appropriately in the final invoice.
(1) In principle, the statutory provisions on liability for defects under tenancy law shall apply if the contractual software is provided against payment. Sections 536b BGB (knowledge of the Tenant of the defect upon conclusion of the contract or acceptance) and 536c BGB (defects occurring during the rental period; notification of defects by the Tenant) shall apply. Subject to the provisions in § 11 (1) and (2) of these GTC, the application of § 536a (1) BGB (landlord's liability for damages) is excluded insofar as this provision provides for strict liability. Any claims for damages due to defective performance shall be governed exclusively by § 11 of these GTC. The reduction of the remuneration in accordance with § 536 BGB is excluded if the defect is insignificant. The Client's right to reclaim any overpayment of remuneration due to a defect shall remain unaffected.
(2) The client's right to terminate the contract for failure to grant use in accordance with Section 543 (2) sentence 1 no. 1 BGB is excluded, unless the establishment of use in accordance with the contract is deemed to have failed. The establishment of use in accordance with the contract shall be deemed to have failed at the earliest after the second unsuccessful attempt.
(3) The client is obliged to report errors in the contractual software without delay, stating how and under what circumstances the error occurs, and to provide the best possible support in troubleshooting free of charge. If, after examining an error report from the client, it transpires that the defect is due to the fault of the client, findIQ may charge the client for the costs of examining the error report. This does not apply if the client was unable to recognize that the fault was caused by him even when exercising the necessary care.
(4) Before reporting an error, the client must carry out an analysis of the system environment as far as possible to ensure that the error is not attributable to system components that are not the subject of the order.
(5) Insofar as the contractual software is provided free of charge, the Contractor shall not assume any liability for defects and/or maintenance, except in the case of intent, malice and gross negligence.
(1) The Contractor declares that the updates, upgrades and new software versions provided correspond to the service description. Service descriptions shall not be deemed a guarantee without a separate written agreement. The Contractor has not assumed any guarantees. Claims for defects are limited to the new features of the update, upgrade or new version deliveries compared to the previous version status. Excluded from this are consequential errors that are based on a defect that already existed before the update, upgrade or new version delivery.
(2) Changes to the IT infrastructure with effects on the contractual software (e.g. replacement of or configuration changes to hardware at critical points such as firewalls) and the system environment (e.g. upgrade of the server operating system to a new major version, but not the installation of security updates that are publicly distributed by the manufacturer) by the Client must be agreed with the Contractor before the change is implemented. The Client may instruct the Contractor to check the compatibility of the changes with the contractual software. If the change is made without commissioning the compatibility check or despite a negative test result and errors arise as a result, the Contractor shall not be liable for these defects. Furthermore, the Contractor shall not assume any liability for defects for errors caused by incorrect data from third-party systems or errors in the third-party systems themselves.
(3) Depending on the functional impairment, the Contractor may rectify a defect in the contractual software within a reasonable period of time, in particular by handing over or installing a new program version or a workaround or an update as part of its version, update and upgrade planning.
(1) The Contractor or third-party providers are entitled to interrupt the provision of the Service for maintenance work. The Contractor shall carry out planned and unscheduled maintenance work in such a way that the Client's use of the Service is impaired as little as possible.
(2) Planned maintenance work shall be announced at least three calendar days in advance.
(3) The Contractor shall also be entitled to carry out unscheduled maintenance of the Service for good cause, e.g. in the event of a risk to service operations. This includes in particular emergency changes, e.g. the installation of security patches, which are necessary to secure and maintain operations and require immediate implementation. Such unscheduled maintenance work must be reported to the client immediately and carried out in such a way that disruptions to operations are kept to a minimum.
(1) findIQ shall be liable in accordance with the statutory provisions
- in the event of intent or gross negligence,
- in accordance with the provisions of the Product Liability Act
- to the extent of a guarantee assumed by findIQ,
- in the event of fraudulent concealment of a defect and
- in the event of injury to the life, body or health of a person.
(2) In the event of damage to property and financial loss caused by negligence in any other way, findIQ shall only be liable in the event of a breach of a material contractual obligation, but limited in amount to the damage foreseeable at the time of conclusion of the contract and typical for the contract; material contractual obligations are those whose fulfillment characterizes the contract and on which the client may rely (hereinafter referred to as “cardinal obligation”).
(3) As regulated in § 8 para. 1 of these GTC and subject to the provisions in § 11 para. 1 and 2 of these GTC, liability pursuant to § 536a para. 1 BGB (landlord's liability for damages) is excluded insofar as this provision provides for strict liability.
(4) Subject to the provisions in § 11 (1) of these GTC, findIQ shall not be liable for the loss of client data if the damage is due to the fact that the client has failed to carry out data backups and thereby ensure that lost client data can be restored with reasonable effort, insofar as data backup has been agreed by the client.
(5) findIQ's liability is otherwise excluded.
(6) The above limitations of liability shall also apply in the event of fault on the part of a vicarious agent of findIQ and to the personal liability of findIQ's employees, representatives and bodies.
If findIQ is unable to meet agreed deadlines for the provision of the contractual software for reasons for which findIQ is not responsible (hereinafter referred to as “unavailability”), findIQ is entitled to postpone the provision date by the duration of the unavailability. To this end, findIQ shall inform the client immediately and at the same time notify the client of the expected new provision date. If there is already a delay at the time of non-availability, findIQ shall not be liable for any delay during the period of non-availability. If the service is still not available or cannot be provided within the new provision date, findIQ is entitled to terminate the contract without notice; in the event of termination, findIQ will refund any remuneration paid in advance for the period after the termination takes effect on a pro rata basis.
An event of unavailability occurs when an event occurs that is unforeseeable or beyond the reasonable control of findIQ (including but not limited to fires, floods, earthquakes, embargoes, shortages, pandemics, epidemics, quarantines, wars, acts of war - whether war has been declared or not, acts of terrorism, riots, civil commotion, strikes, lockouts or other labor unrest, acts of nature or acts, omissions or delays in action by governmental authorities). In addition, a case of non-availability of performance exists if findIQ is not supplied by a supplier of findIQ in due time, if findIQ has concluded a congruent hedging transaction, if neither findIQ nor the supplier is at fault or if findIQ is not obliged to procure in the individual case.
(1) As a technical service provider, findIQ stores content and data for the client, depending on the type of delivery, which the client enters when using the contractual software, and makes these available for retrieval. The client undertakes vis-à-vis findIQ not to upload any content or data that is criminal or otherwise illegal in absolute terms or in relation to individual third parties and not to use any programs containing viruses or other malware in connection with the contractual software. In particular, he undertakes not to use the contractual software to offer illegal services or goods. With regard to personal data of itself and its users, the Client is the controller in accordance with Art. 4 No. 7 of the General Data Protection Regulation (EU) 2026/679 (GDPR) and must therefore always check whether the processing of such data via the use of the contractual software is supported by the corresponding permissions.
(2) The customer is solely responsible for all content and processed data used by it or its users and for any legal positions required for this. findIQ does not check the customer's content used with the contract software.
(3) In this context, the client undertakes to indemnify findIQ against any liability and any costs, including potential and actual costs of legal proceedings, if claims are asserted against findIQ by third parties, including by employees of the client personally, as a result of alleged acts or omissions by the client. findIQ will inform the client of the claim and, insofar as this is legally possible, give the client the opportunity to defend itself against the asserted claim. At the same time, the client shall immediately provide findIQ with all available information about the facts that are the subject of the claim. The exemption from liability does not apply if findIQ is (jointly) responsible for the claim asserted by a third party.
(4) Any further claims for damages by findIQ remain unaffected.
(1) The parties undertake to work together closely and efficiently, for which the personnel, organizational, professional and technical responsibility of the client is also essential. The client undertakes to create, free of charge, all conditions necessary for the performance of the contractually agreed service. These prerequisites include, among other things, that the client shall, free of charge
- identifies suitable machines and systems for which the contractual software is to be used and provides the associated data, information and documentation,
- provides further documents, documentation and information required for the provision of the service, in particular on existing systems, processes and structures that are to interact with the service to be provided,
- makes available at an early stage and in sufficient numbers suitable specialist personnel resources, insofar as necessary for the performance of the contract,
- enables an exchange of information with other companies or persons involved in the cooperation, such as end users or third-party system providers, in order to integrate and adapt the contract software in the best possible way,
- grants the Contractor insight into and access to existing IT systems (hardware and software) required for the development and use of the contract software, and
- fulfills the (cooperation) obligations in due time, performs the (cooperation) actions in due time and submits declarations in due time.
(2) The client shall ensure permanent system management of the system environment in which the contract software runs. The client shall maintain its system environment (hardware and software) on an ongoing basis (the client should conclude suitable maintenance contracts for this purpose).
(3) The Client shall be responsible for regularly backing up its data with the diligence of a prudent businessman, unless and insofar as the Contractor has been expressly commissioned with specific data backup activities. The data backups shall be stored in such a way that the backed-up data can be restored at any time.
(4) If the Client is in default with the fulfillment of the actions for which it is responsible, the Contractor's obligation to perform shall be suspended for the duration of the default, which cannot be performed without these actions or can only be performed with disproportionate additional effort. Any additional expenditure caused by this shall be reimbursed to the Contractor by the Client in addition to the agreed remuneration. The Contractor's statutory or contractual right of termination shall remain unaffected.
(5) The Client's contractual obligations shall include testing the contractual software as well as updates and upgrades.
(6) By concluding this contract, the client grants findIQ the right to use the client's company name and logo. The use is non-exclusive, transferable and unlimited in terms of time, space and subject matter and includes, in particular, publication for reference purposes in marketing materials, on findIQ's website and in other communication channels. Revocation of consent by the client is only permitted if there is an important reason that makes further use unreasonable. Good cause exists in particular if
- the logo is used in a way that is likely to significantly damage the reputation of the client,
- the client ceases its business operations.
In the event of revocation, findIQ undertakes to cease using the company name and logo within a reasonable period of time and to remove or replace any content already published, insofar as this is technically and economically reasonable. Materials that have already been printed or physically published remain unaffected by a revocation, provided that a subsequent change or removal is not reasonable. findIQ is not obliged to subsequently correct or withdraw content that has already been distributed or archived (e.g. printed brochures, social media posts with a wide distribution or historical press releases).
Insofar as findIQ has to process personal data when providing its services, findIQ will comply with applicable data protection law and take the necessary security measures or agree them with the client.
The parties have concluded a contract for the processing of data on behalf in accordance with Art. 28 GDPR.
(1) “Confidential Information” means all information made available in oral, written, electronic or other form - including but not limited to any kind of business, commercial or technical information - which is marked as Confidential Information, described as such or otherwise recognizable as such, which is to be regarded as confidential due to its content or which has been derived from other Confidential Information and which meets the requirements of § 2 No. 1 of the Trade Secrets Act.
Confidential information shall not include information in respect of which the receiving party can prove that it
- were already public or generally known at the time of their disclosure or became public or generally known after their disclosure to the receiving party without this being due to a breach of the provisions of this confidentiality clause by the receiving party; or
- were already known to or in the possession of the receiving party at the time of their disclosure by the disclosing party and were not acquired directly or indirectly by the receiving party under an obligation of confidentiality; or
- was developed by the receiving party independently and independently of the Confidential Information; or
- was obtained after the conclusion of this Agreement by the Receiving Party from a third party who was authorized to disclose such information to the Receiving Party without breaching any duty of confidentiality to the Disclosing Party.
(2) The receiving party shall treat all Confidential Information received from or on behalf of the other party as strictly confidential. Access to the Confidential Information may only be granted to such legal representatives, employees or consultants of the receiving party whose knowledge is required in connection with the contract and who are subject to a confidentiality obligation. Confidential Information may not be made available to other third parties without the prior written consent of the disclosing party. The receiving party shall take all necessary steps to maintain confidentiality. In addition, the receiving party shall not reproduce, distribute or reverse engineer any Confidential Information. If the Receiving Party reverse engineers Confidential Information in violation of this provision, the resulting information shall be deemed Confidential Information of the Disclosing Party.
(3) Public declarations by the parties regarding cooperation shall only be made by prior mutual agreement. The Client is not entitled to act as a representative or business partner of the Contractor. The Client shall not be entitled to use information about an intended or existing contractual cooperation for reference or marketing purposes without the Contractor's prior consent.
(4) The confidentiality obligations shall continue to exist beyond the end of the contract for an indefinite period of time for as long as the information is considered Confidential Information pursuant to Section 16 (1) and (2) of these GTC.
(1) The basic term of the contract and the duration of the extension periods are set out in the order. The contract and the basic term shall enter into force upon conclusion of the contract.
(2) Unless otherwise agreed, the contract can be terminated by either party in writing at any time with a notice period of 3 months to the end of the basic term or a respective extension period. If the contract is not terminated in due time, the contract shall be extended by one extension period in each case.
(3) The right of the parties to terminate the contract for good cause without observing a notice period remains unaffected. Good cause shall be deemed to exist if circumstances arise which, taking into account the terms and purposes of the contract, make it unreasonable for one or both parties to continue the contractual relationship. Good cause shall be deemed to exist in particular if the other party suffers or threatens to suffer such considerable losses in its financial circumstances that its ability to perform is impaired to the detriment of that party.
(4) Good cause entitling the Contractor to terminate the contract without notice shall also exist if the Client is in arrears with the payment of the remuneration or a not insignificant part of the remuneration for two consecutive months, or is in arrears with the payment of the remuneration in an amount equal to the remuneration for the last two months prior to the notice of termination. In the event of extraordinary termination for which the Client is responsible, the Contractor may demand a lump-sum compensation payable immediately in one lump sum amounting to 20% of the monthly basic fee remaining until the end of the regular contract term. The Client reserves the right to provide evidence of lower damages and the Contractor reserves the right to provide evidence of higher damages.
(5) Upon termination of the contractual relationship, all relevant authorizations and registrations of the Client for the contractual software shall automatically end at the same time.
Assignment of rights and obligations The assignment of rights and obligations arising from this contract is only permitted with the prior written consent of findIQ, §354a HGB remains unaffected. findIQ is entitled to entrust third parties with the fulfillment of the obligations arising from the contract.
(1) If findIQ changes its GTC during the term of the contractual relationship with a client, findIQ will inform the client of the changes by email eight weeks before the changes come into effect and send the client the new GTC. If the client does not object to the validity of the new GTC within six weeks of this notification, the new GTC shall be deemed to have been accepted and shall thereby take effect. findIQ will expressly draw the client's attention to this deadline in the notification of change. In the event of an objection, the old GTC shall continue to apply. In this case, however, findIQ has the right to terminate the contract with a notice period of 4 weeks; in the event of termination, findIQ will refund any remuneration paid in advance for the period after the termination takes effect on a pro rata basis.
Excluded from the right to amend these GTC are changes to the remuneration (§ 7 (4) of these GTC remains unaffected), main performance obligations, regulations on termination or other significant changes that would be equivalent to the conclusion of a new contract. In this case, findIQ will obtain the client's consent in text form.
(2) findIQ reserves the right to change, reduce or discontinue its services and the related documents for good cause, taking into account the interests of its clients. Valid reasons may include, in particular, changes in legislation, technical changes or changes in the market. However, the changes may only be made if they are reasonable for the client and the client is not unreasonably disadvantaged as a result. The interests of the client may also be taken into account by adjusting the remuneration. findIQ will inform its clients of such changes and adjustments in text form at least 8 weeks before they come into effect. The client has the right to object to the change within 6 weeks of notification. If the client does not object within 6 weeks, the changes shall be deemed to have been accepted and thereby become effective. If the client objects to the change in due time, the contract continues to apply unchanged, but both parties have the right to terminate the contract with a notice period of 4 weeks; in the event of termination, findIQ will refund any remuneration paid in advance for the period after the termination takes effect on a pro rata basis.
(1) The contractual relationship shall be governed by the law of the Federal Republic of Germany to the exclusion of the UN Convention on Contracts for the International Sale of Goods.
(2) The place of performance and exclusive place of jurisdiction for all disputes arising from or in connection with the contractual relationship shall be Vlotho. Exclusive places of jurisdiction, which cannot be deviated from by agreement, remain unaffected.
(3) Should individual provisions of these GTC be invalid, this shall not affect the validity of the remaining provisions. The invalid provision shall be replaced by the parties by mutual agreement with a legally valid provision which comes closest to the economic sense and purpose of the invalid provision. The above provision shall apply accordingly in the event of loopholes.