Contractual Terms and Conditions for the Use of Software via the Internet (Software as a Service)

top.legal GmbH, Trogerstr. 19a, 81675 Munich (hereinafter "Contractor" or "top.legal") has developed a web-based software solution for contract automation ("Software").

top.legal provides companies with an end-to-end contract collaboration and management platform, with the aim of closing contracts faster and analysing contracts by and paragraph by negotiation time and time to close. The AI-enabled system provides contract creation, contract negotiation, e-signature and contract analysis, saving businesses up to 90% of the time they would normally spend on contracts.

These General Terms and Conditions ("GTC") apply to the use of the Software and the provision of supplementary services ("Services"). For more information on the functionalities of the Platform and the Services, please visit https://www.top.legal.

For the term of the contract, the Contractor grants the Client, subject to the condition precedent of full payment of the agreed remuneration, the paid, worldwide, non-exclusive and non-transferable right to use the software as intended. The client may only use the software within the framework of the contractual provisions. The client shall not receive any right to the source code of the software. The client may only use the software for its own purposes. The use for own purposes includes the intended use of the products for general business purposes of the Principal and the processing of the Principal's data. It does not include the use of the products for third parties, for example as a service provider or any other transfer or brokerage of use to third parties.

The Client is entitled to have the software used by its own employees or by third parties for its own purposes. The Client shall create a super admin user account as part of the initial registration. The super admin user can then create standard user accounts. The software may be used by a corresponding number of named users in accordance with the number of users agreed in the respective order ("Named User Licence"). The Client shall document the respective authorised users. Joint use of the software by different users under a joint user account is excluded. The Client shall be responsible for the use of the software by its users and for all damage caused by negligent or intentional breaches of duty by its users.

Unless otherwise agreed, all rights to software and services provided by the Contractor or developed under this Agreement shall be vested solely in the Contractor. All rights to any modification, development or improvement of the Products or Services made by the Client shall also be the exclusive property of the Contractor.

The Software may contain open source software components. The use of these components is exclusively subject to the corresponding terms of use of the open source software components which are transmitted and/or referenced within the framework of the open source software components. No provision of this Agreement shall affect the rights or obligations of the Client under the corresponding terms of use of the open source software components. In the event of contradictions or conflicting provisions between the licence terms of the Open Source Software and the provisions of this Agreement, the licence terms of the Open Source Software shall take precedence.

The right to use the software also extends to fixes, patches, developments and updates which the Contractor makes available to the Client. The right to updates does not include the right to a right to use new/additional products and functionalities that are provided as a separate product/module.

The Contractor shall provide the software and detailed documentation of the software in electronic form in German and English.

The contractor may revoke the client's access authorisation and/or terminate the contract if the client significantly exceeds the permitted use or violates regulations for protection against unauthorised use. In connection with this, the contractor may interrupt or block access to the contractual services. The contractor must always set the client a reasonable period of grace for remedial action beforehand. The sole revocation of the access authorisation shall not be deemed to be a termination of the contract at the same time. The Contractor may only maintain the revocation of the access authorisation without termination for a reasonable period of time, not exceeding 3 months.

The Client shall be entitled to the re-granting of the access authorisation and the access possibility after it has proven that it has ceased the use in breach of contract and has prevented future use in breach of contract.

Unless otherwise agreed or required by mandatory law or applicable open source software terms of use, the Client is not entitled to,

1. copy the software beyond what is necessary for the contractual use, neither in whole nor in part;
   

2. modify, correct, adapt, translate, improve or otherwise make derivative developments to the Software;
   

3. to rent, lend, sell, license, transfer or otherwise make the software available to third parties;
   

4. reverse engineer, decompile, disassemble or otherwise attempt to decipher the source code of the Software, in whole or in part;
   

5. circumvent or violate any security device or protection mechanism contained in or used for the Software;
   

6. take measures that are likely to cause damage to the Contractor's software or servers;
   

7. Remove, delete, obliterate, alter, obscure, translate, combine, add to or otherwise modify any trademarks, documentation, warranties, disclaimers or other rights, such as intellectual property, marks, notices, labels or serial numbers, associated with the Software or Documentation;
   

8. use the software in a way that violates applicable law and/or the rights of third parties;
   

9. use the Software for the purpose of benchmarking or competitive analysis of the Software, for the development, use or provision of a competing Software product or service or for any other purpose that is detrimental to the Supplier; and/or
   

10. use the Software for or in connection with the design, construction, maintenance, operation or use of hazardous environments, systems or applications or other safety-critical applications or otherwise use the Software in a manner that could result in physical harm or serious property damage.
    

top.legal endeavours to continuously develop the platform and the services. Within the scope of these further developments, top.legal intends to improve, expand, delete and/or otherwise change individual functions of the platform or individual services. The functionalities of the platform or the services may be changed by top.legal if this is necessary for a valid reason and the user is not objectively placed in a worse position compared to the performance agreed upon at the time of the conclusion of the contract (e.g. in the case of an improvement of functionalities). A valid reason exists in particular if the functionalities are changed due to technical innovations.

The Client shall support the Contractor in the provision of the contractual services to a reasonable extent. The Client shall provide in advance, without being requested to do so, all cooperation services, information, data, files, materials which are necessary for the Contractor to fulfil its contractual obligations.

Should the Client fail to cooperate sufficiently and/or cause delay, the Contractor shall not be obliged to fulfil the contractual obligations for as long and to the extent that the Contractor is prevented from fulfilling the contractual obligations due to insufficient and/or delayed cooperation of the Client. The Contractor shall inform the Client of its insufficient or timely cooperation and set a reasonable deadline for subsequent performance. If the Principal nevertheless fails to fulfil his obligations to cooperate, any resulting increases in remuneration, additional expenses (e.g. extra work, cancellation costs, travel expenses) and postponements of deadlines which are unavoidable for the Contractor shall be borne by him. After fruitless expiry of the grace period, the software or service concerned shall be deemed to have been provided or rendered.

Customer shall be responsible for (i) appropriate security processes, tools and controls for systems and networks interacting with the Software, (ii) maintaining alternative processes in the event of a lack of availability of the Software, (iii) determining whether the technical and organisational data protection and data security measures provided by Contractor meet Customer's specific requirements; (iv) the appropriate internal training of users and the provision of internal technical support; and (v) the proper backup of all programs and data on its system environment and of all data transferred to or created with the Software and of all data and data security measures. (v) the proper backup of all programs and data on its system environment and of all data and work results transferred to or created with the Software at the beginning of the use of the Software and at reasonable regular intervals thereafter.

Unless otherwise agreed, services shall be invoiced on a time and material basis at the end of the calendar month in which they are provided. Invoicing shall be based on the Contractor's time sheets. Unless otherwise agreed, reasonable travel expenses shall be borne by the Client at cost and against receipt and invoiced monthly.

Insofar as employees of the Contractor are on the Client's premises, they shall comply with the Client's safety instructions. For this purpose, the Client shall transmit these instructions to the Contractor in writing in advance.

The Contractor reserves all rights to work results created during the provision of Services. This includes in particular software/code, interfaces, methods, processes and templates used, created or modified by the Contractor. The Contractor grants the Client a non-exclusive, non-transferable right of use to such work results for its own purposes in accordance with section 2.1 Right to use the software of these GTC as intended.

Work results created by the Contractor within the scope of the provision of services for the Client, in particular customising/modification of the software, are not covered by the Contractor's standard support, unless these work results are incorporated into the standard software. In principle, such work results can also only be used with the current version/release of the software at the time of creation. Any upgrade or update may necessitate additional migration services for which a charge will be made.

Software and services shall be provided or rendered by the Contractor free of defects and, when used as intended, shall essentially comply with the specifications stated in the Documentation. The Contractor's services shall be performed competently and professionally in accordance with industry standards by instructed and experienced personnel. The granting of the agreed rights of use to the Client shall not be opposed by any rights of third parties. Technical data, specifications and performance data in public statements, in particular in advertising material, are not quality data.

In the event of defectiveness, the Client's claims for defects shall initially be limited to supplementary performance. The Client shall notify the Contractor in writing of any defects that occur, including a description of the defect, and request that the defect be remedied. In the event of proven defects, the Contractor shall provide a warranty through subsequent performance in such a way that the Contractor provides or renders the software or service again in a defect-free condition or eliminates the defect.

If subsequent performance finally fails after two attempts at subsequent performance, the Client may withdraw from the respective individual contract or reduce the remuneration appropriately. The Contractor shall provide compensation for damages or reimbursement of futile expenses due to a defect within the limits of liability set out in these GTC.

The Software shall be provided in accordance with the Contractor's Service Level Agreement (SLA), which is available at https://www.top.legal/de/sla and which is expressly incorporated into these GTC and the Contract.

The Client requires a current standard web browser (Google Chrome or Mozilla Firefox) to use the software. The Client is responsible for the provision and operation of all hardware and operating software as well as for the secure and fast connection of the IT end devices to the server on which the software and the work descriptions are implemented.

Unless expressly agreed otherwise, setup/installation and configuration of the software shall be remunerated in accordance with the hourly rates for services agreed in the respective individual order.

Software and other work results shall be deemed to have been handed over as soon as they have been made available to the Client. Services shall be deemed to have been rendered as soon as the respective service has been completed. Support/maintenance, if applicable, shall be deemed to have been provided on a monthly pro rata basis with the passage of time.

Unless otherwise agreed, software and services shall not be subject to separate acceptance by the Client, but shall be deemed accepted upon delivery. If acceptance has been contractually agreed and the Principal has not complied with the acceptance schedule or test plan or if such a test plan or a time limit for tests and acceptance does not exist, the software and services shall be deemed to have been accepted ten working days after handover.

The Contractor is entitled to use subcontractors or other vicarious agents (collectively referred to as "Subcontractors") in order to fulfil the contractual obligations. The Contractor shall ensure that Subcontractors are bound by confidentiality and data protection obligations in accordance with these GTC. The engagement of Subcontractors shall not affect the Contractor's contractual obligations to the Client. The Contractor shall be liable for any poor performance of a subcontractor as for its own fault.

For each case in which a contractual service is used without authorisation in the Contractor's area of responsibility, the Contractor shall pay compensation in the amount of the remuneration that would have been incurred for the contractual use within the framework of the minimum contractual period applicable for this service. The Contractor reserves the right to prove that the Contractor is not responsible for the unauthorised use or that there is no damage or significantly less damage. The Contractor shall remain entitled to claim further damages.

Unless otherwise agreed, software shall be invoiced annually in advance upon delivery. The Client shall pay invoices within 14 days of the invoice date without discount or other deductions. Unless otherwise agreed, the indication of an order number or purchase order number on the invoice is not a prerequisite for the payment obligation.

In the event of late payment, interest on arrears shall be due at the statutory rate. The Contractor is entitled to temporarily deactivate the Client's access to the software in the event of a delay in payment of more than 30 days until the overdue invoice has been paid. The prices quoted do not include value added tax or other taxes. These will be invoiced separately to the Client, if applicable.

The Contractor shall only be liable for simple negligence, both for its own conduct and for imputed conduct, insofar as essential contractual obligations (cardinal obligations) are violated. In this case, liability shall be limited to the foreseeable damage typical for the contract. Material contractual obligations are those obligations whose breach jeopardises the achievement of the purpose of the contract, whose fulfilment makes the proper performance of the contract possible in the first place and on whose compliance the Client regularly relies.

The contractor shall only be liable for indirect and consequential damages as well as for lost profits, additional personnel costs, useless expenses and omitted savings, etc. in the event of intent and gross negligence.

The limitations of liability shall not apply to claims based on intent and gross negligence, in the case of personal injury, in the case of fraudulent intent, insofar as the Product Liability Act applies, and for damage that falls within the scope of protection of an independent guarantee, quality or durability guarantee given by the Contractor, insofar as nothing to the contrary results from the respective guarantee agreement.

If the Client breaches the obligation incumbent upon it to properly back up data, the Contractor shall be liable within the scope of the above provisions in the event of loss of data limited to the amount of the damage that would have occurred even if the Client had properly and regularly backed up data.

Each of the parties undertakes to treat as confidential and protect from disclosure to unauthorised third parties all information received within the framework of the contractual cooperation which(a) is marked as "confidential" or "secret" or with an equivalent indication or is verbally designated as confidential;(b) is to be regarded as confidential by virtue of its content; or(c) is derived from confidential information which has been made available; exclusively for the purposes of the contractual cooperation. This confidentiality obligation is to be imposed on all persons entrusted with the implementation of this contract.

Excluded from the confidentiality obligation is information that(a) is publicly available or subsequently became publicly available or was already known to the other party at the time of the conclusion of the contract;(b) was independently and autonomously developed by the other party;(c) was disclosed to the other party by a third party not subject to a confidentiality obligation or(d) must be disclosed due to statutory provisions or official or judicial orders (in which case the party concerned must be informed thereof without delay).

The Contractor shall store content and data for the Client as a technical service provider. The Client undertakes vis-à-vis the Contractor not to process any illegal content and data and/or content and data that infringe the rights of third parties with the software and not to use any programs containing viruses or other malware in connection with the software. In particular, he undertakes not to use the software to offer or in connection with illegal services or goods.

The Client shall be solely responsible for all content and processed data used by it or its users and any legal positions required for this. The Contractor shall not take note of any content of the Client or its users and shall not check the content used with the software.

In this context, the Client undertakes to indemnify the Contractor against any liability and any costs, including possible and actual costs of legal proceedings, if a claim is made against the Contractor by third parties, including employees of the Client personally, as a result of alleged acts or omissions of the Client. The contractor shall inform the client of the claim and, insofar as this is legally possible, give the client the opportunity to defend the asserted claim. At the same time, the Client shall immediately provide the Contractor with all information available to it concerning the facts that are the subject of the claim. Any further claims for damages on the part of the Supplier shall remain unaffected.

The Contractor processes personal data provided in connection with the creation of an account in relation to the Users of the Software (surname, first name, e-mail address, telephone number, password) and personal data relating to the use of the Software (log files). These personal data are processed by the contractor as the responsible party in order to enable the users to use the software. These personal data are processed for the performance of the contract between the client and the contractor, legal basis is accordingly Art. 6 para. 1 lit. b) DSGVO. With regard to the relevant data subject rights and other information obligations, reference is made to the data protection declaration on the Contractor's website.

The Contractor is entitled to use anonymised data in connection with the use of the software for internal business and/or operational purposes, in particular to analyse the use of the software and to improve the software. The Client shall issue a corresponding instruction to anonymise the data required for this purpose.

Within the scope of the use of the software, the Client may process personal data of its end customers and other data subjects. The Client is the controller and the Contractor is a processor. This commissioned processing is governed by the Commissioned Processing Agreement between the Parties, which is available at https://www.top.legal/de/avvand is expressly incorporated into these GTC and the contract between the Parties.

The contractual relationship between the parties is established by means of the order form on top.legal, the acceptance of a service package via the top.legal portal, or the e-mail confirmation.

The term of the respective individual orders shall be agreed in the respective individual order. Individual orders may be terminated by either party at any time in the event of a material breach of contract by the other party if the breach of contract is not remedied within 30 days. This period shall commence from the date of delivery of the written notification of the material breach of contract. The Contractor may terminate individual contracts at any time without notice if the Client is dissolved or liquidated or takes steps to do so and/or if the Client becomes insolvent or bankrupt.

This contract is subject to German law. In the event of disagreements arising from this contract, the parties undertake to first find an amicable settlement. Should this not be possible, the parties agree already now on Munich as the general place of jurisdiction.

The Contractor shall have the right to publicly state the fact that the Client uses its software or is its customer and to use the Client's name and logo for this purpose in its marketing materials, including on the Internet on its website and/or on its social media pages. Any other use of the Client's name or logo requires the prior consent of the Client.

All notices under this Agreement shall be in text form and shall become effective upon first delivery.

The contractor may make changes to these contractual terms and conditions if these become necessary due to changed circumstances, for example in the event of significant changes in legislation or case law, the relevant market and business environment or due to technical developments, are reasonable for the client. The contractor shall inform the client of the changes in electronic form within a reasonable period of time, at least one month, before the changes come into force. The Client shall be entitled to object to such changes within 14 days of receipt of the notification of change. In the event of an objection by the Client, the Contractor shall have the right to terminate the contractual relationship extraordinarily without observing a notice period. If the Client does not object, his consent shall be deemed to have been granted after expiry of the above-mentioned periods. The Contractor shall expressly point out the duration of the period and the significance of its expiry without result when announcing the changes to the GTC.

The invalidity of individual provisions of this agreement shall not result in the invalidity of the remaining provisions of this agreement. The parties undertake to replace invalid provisions by mutual agreement with new, valid provisions which come as close as possible to the economic intentions of the parties. This shall apply mutatis mutandis if a provision of this agreement should subsequently become invalid or in the event of gaps in this agreement.