General Terms and Conditions

(as well as supplementary terms and conditions for the temporary rental of software solutions (SaaS))

§ 1 Scope of application

(1) These General Terms and Conditions and the Supplementary Terms and Conditions (GTC) apply to all contracts, deliveries and services of xScreen e.K., Hans Umkehrer, Lindenweg 4, 82284 Grafrath (hereinafter referred to as "XS") to customers who are entrepreneurs within the meaning of § 14 BGB (German Civil Code).

(2) Deviating terms and conditions of the customer shall only become part of the contract if XS expressly agrees to their validity in writing, whereby § 305b BGB remains unaffected.

§ 2 Conclusion of contract

(1) All offers from XS are subject to change and non-binding.

(2) A contract is only concluded after receipt of the signed offer by the customer and with written order confirmation by XS or through the actual provision of services, insofar as this takes place at the request and with the consent of the customer. Both the signed offer and the written order confirmation by XS may be sent to the other party to the contract by email or a comparable electronic process and do not have to be in the original.

§ 3 Scope of services and obligations to cooperate for equipment rental

(1) XS grants the customer the right to use the devices specified in this contract. The customer is obliged to pay the agreed rent. Otherwise, the scope of services is set out in the offer or the order confirmation from XS.

(2) The customer shall ensure that all requirements necessary for the provision of services (e.g. access to premises, power supply, permits) are met in good time. In this respect, the customer shall in particular have the following obligations to cooperate:

- Provision of the event room:

The customer shall ensure that the event room is in a suitable condition for the set-up and has all the necessary connections for electricity, communication and other technical infrastructure.

- Access and logistics:

Unhindered access for XS or its vicarious agents, including parking facilities, elevators and transportation routes, must be guaranteed by the customer.

- Seating arrangements and storage areas:

The seating arrangement must be made known to the technical staff before the start of set-up. The customer shall provide sufficient space for the equipment so that there is visual contact with the podium and all speakers.

- Technical tuning:

The technical configuration of the equipment must be agreed with the XS technician before the start of the event. Technical support personnel must be granted access to the equipment at all times.

- Safety regulations:

The customer undertakes to comply with and observe all relevant safety regulations, in particular fire and personal safety regulations.

(3) The customer is obliged to treat the rented equipment and all accessories with care. Technical interventions or modifications by the customer are generally prohibited.

(4) Upon handover at the place of delivery, the customer or a person authorized by him to accept the goods must satisfy himself that the equipment, including accessories, is in proper condition and complete.

(5) If the customer or a person authorized to accept the goods does not appear at the business premises of XS 30 minutes after the agreed collection time without prior notification, XS is entitled to withdraw from the contract without further reminder or setting a deadline for collection. In this case, XS may charge the customer for the costs incurred, in particular travel and waiting times, in accordance with the agreed rates, or alternatively in accordance with XS's usual rates.

(6) The customer is obliged to report any damage or loss of the equipment occurring during the rental period to XS without delay. All necessary repairs and the resulting costs shall be borne by the customer.

(7) The customer shall ensure that all devices and media used comply with the applicable statutory provisions and are only operated using legally valid licenses.

§ 4 Rental and loan equipment

(1) All equipment provided remains the property of XS.(2) The customer undertakes to treat the equipment with care and to return it in proper condition.

(2) The customer undertakes to treat the devices with care and to return them in proper condition.

(3) Damage that occurs during use and is not attributable to normal wear and tear shall be borne by the customer.

(4) Subletting or transfer to third parties is not permitted without the written consent of XS, whereby § 305b BGB remains unaffected.

(5) The rental period begins with the delivery of the rental items to the customer or its authorized representative and ends with the return delivery of the rental items to the customer's warehouse.

(6) The minimum rental period is always the rental period expressly agreed in the contract. A shortening of the rental period below the agreed minimum rental period is excluded; the rental price is also due for the minimum rental period.

(7) If the agreed rental period is exceeded, the customer is obliged to pay the rental fee for the additional use in accordance with the rates agreed in the contract.

§ 5 Prices, terms of payment, creditworthiness and offsetting

(1) Unless otherwise agreed, prices are calculated according to full daily rates and for the duration of use. The rent is also due if a device was not in use and/or on standby. Transportation days shall be charged as rental days.

(2) For orders with a volume of more than € 5000, a down payment of 50% of the order value is due upon conclusion of the contract.

(3) All prices are net prices plus the statutory value added tax applicable at the time of invoicing.

(4) Invoices are due and payable immediately and without deduction. Default of payment shall occur without further reminder 30 days after the due date and receipt of an invoice or equivalent payment schedule.

(5) If the customer is in default of payment, XS is entitled to charge interest on arrears at the statutory rate.

(6) In the case of new customers or if XS becomes aware of circumstances that call into question the creditworthiness of the client, XS is entitled to demand immediate payment of the entire remaining debt, even if XS has already accepted checks. In this case, XS is also entitled to demand advance payments or security deposits before the services are continued or delivered.

(7) Company discounts granted from previous offers or invoices are not binding for the current discount granted. Any discount shall be granted exclusively on the basis of the current agreement.(8) Offsetting or the exercise of a right of retention by the client is only permitted if the counterclaims are undisputed or have been legally established. This does not apply to claims resulting from an intentional or grossly negligent act or breach of duty by XS.

§ 6 Factoring / Assignment of receivables

(1) XS is entitled to assign claims against customers based in Germany or in other countries of the European Union to abcfinance GmbH, Kamekestr. 2-8, 50672 Cologne, for refinancing purposes.

(2) The customer shall be informed upon conclusion of the contract whether the claim has been assigned.

(3) In cases of assignment, payments can only be made to abcfinance GmbH with debt-discharging effect. The necessary bank details will be communicated to the customer upon conclusion of the contract.

§ 7 Cancellations

(1) The customer may cancel the contract in writing. In this case, the following cancellation fees apply:

a) up to 30 days before the start of performance: 25% of the order value,

b) 29 to 14 days before the start of the service: 50 %,

c) 13 to 7 days before the start of the service: 75 %,

d) less than 7 days before the start of the service: 100 %.

(2) The receipt of the letter of termination by XS shall be decisive for the point in time of cancellation.

(3) The customer reserves the right to prove that XS has not incurred any damages or that the damages incurred by XS are significantly lower than those stipulated in the above flat rates.

§ 8 Extended retention of title

(1) Reservation of title:

All goods sold and delivered by XS shall remain the property of XS until full payment of all claims arising from the current business relationship, including balance claims.

(2) Processing and connection:

If the customer processes or mixes the reserved goods, the processing shall be carried out in the name and for the account of XS, so that XS shall be deemed to be the manufacturer of the new item. The new item shall be deemed reserved goods within the meaning of this § X.

(3) Resale / assignment by way of security:

The customer is entitled to resell the goods subject to retention of title in the ordinary course of business, whereby he hereby assigns to XS any resulting claims in the amount of the invoice. XS accepts the assignment. The assignment shall apply irrespective of whether the reserved goods have been further processed.

(4) Third-party access / security obligations:

In the event of access by third parties to the reserved goods, in particular seizures, the customer must inform XS immediately and provide all information necessary to assert XS's rights.

(5) Duty of care / insurance:

The customer shall handle the goods subject to retention of title with care until full transfer of ownership and insure them appropriately at his own expense against theft, loss, damage and other risks.

§ 9 Warranty / Notice of defects

(1) Ruthless takeover:

The rented equipment, including accessories, shall be deemed to be free of defects upon acceptance without complaint. Defects that are not expressly reported upon handover are accepted by the Lessee as non-existent.

(2) Payment obligation despite disruptions:

Unless defects are expressly notified, the lessee shall not be released from payment of the rent or entitled to a reduction in rent in the event of malfunction or failure of the equipment.

(3) Examination of media:

The customer shall be given the opportunity to check the media immediately after recording or copying them. If the customer does not make use of this right, the delivery or provision of the media shall be deemed to have been accepted as flawless and proper.

(4) Warranty / notice of defects for purchase contracts:

The customer must inspect the goods for transport damage immediately upon receipt. Any ascertainable transport damage must be reported to XS in writing without delay. The customer must have packaging damage confirmed in writing by the transport company upon acceptance of the goods. If such a defect becomes apparent later, the notification must be made immediately after discovery. Otherwise, warranty rights shall be governed by the statutory provisions.

§ 10 Term / Termination

(1) The contract shall run for the agreed duration.

(2) Ordinary termination is excluded. The right to terminate without notice for good cause remains unaffected.

(3) After the end of the contract, any rights of use granted shall end automatically. The customer is obliged to delete all access data and to remove stored content to the extent permitted by law.

§ 11 Liability of the tenant for rented items

(1) Liability for damages:

The lessee shall be liable for all damage to the rented equipment, including accessories, caused by himself or third parties from the day of handover until return at the place of delivery, irrespective of whether he is at fault.

(2) Loss of use and repair:

The hirer is liable for any loss of use incurred by XS as a result of the equipment not being returned in perfect condition, as well as for all repair costs required to restore the equipment.

(3) Total loss / replacement:

In the event of a total loss, the lessee must reimburse the replacement value of the affected equipment and the costs of replacement.

§ 12 Liability of XS

(1) XS shall be liable without limitation for intent and gross negligence.

(2) In the event of simple negligence, XS shall only be liable in the event of a breach of so-called cardinal obligations. Cardinal obligations are essential contractual obligations within the meaning of the case law of the Federal Court of Justice, the fulfillment of which enables the proper execution of the contract in the first place and on whose compliance the customer may regularly rely.

(3) In cases of simple negligence, the liability of XS is limited to the foreseeable damage typical for the contract.

(4) Liability under the Product Liability Act and for damages resulting from injury to life, limb or health shall remain unaffected.

§ 13 Insurance

(1) The customer is obliged to take out adequate insurance for the equipment provided by XS for the duration of the event, unless otherwise agreed.

(2) XS is entitled to demand proof of appropriate insurance.

§ 14 Data protection

(1) XS processes personal data exclusively within the framework of the statutory provisions, in particular the GDPR.

(2) If XS processes personal data on behalf of the customer, XS will conclude an order processing agreement with the customer in accordance with Article 28 GDPR.

(3) Additional information on data protection can be found in the separate privacy policy, which is available at https://www.xscreen.de/datenschutz/.

§ 15 Applicable law and place of jurisdiction

(1) The law of the Federal Republic of Germany shall apply to the exclusion of the UN Convention on Contracts for the International Sale of Goods.

(2) The courts at the registered office of XS shall have exclusive jurisdiction for disputes arising from or in connection with the deliveries and services of XS and/or these GTC if the customer is a merchant or a legal entity under public law or a special fund under public law or the customer has no permanent residence in Germany, the customer has moved its place of residence or habitual abode abroad after these GTC come into effect or if the customer's place of residence or habitual abode is not known at the time the action is brought.

(3) XS remains exclusively entitled to bring or initiate legal action at the customer's general place of jurisdiction. If XS brings an action at the customer's general place of jurisdiction, the customer is not entitled to bring a counterclaim at this place of jurisdiction. Rather, the customer must assert his claims at the place of jurisdiction agreed in paragraph 2.(4) The right of the parties to seek interim legal protection before another court is not affected by the above agreement on the place of jurisdiction.

§ 16 Final provisions

(1) The provisions of §§ 312i, 312j BGB on electronic commerce shall not apply.

(2) Possible translations of the contract and/or the GTC serve only as a reading aid. In the event of disputes or questions of interpretation, only the German version of the contract and/or the GTC shall be used.

(3) Amendments or additions to the contract must be made in writing, whereby § 305b BGB remains unaffected. Insofar as § 305b BGB remains unaffected according to these GTC, this applies with the proviso that individual agreements must be recorded in writing for evidence purposes.

(4) Should individual provisions of these GTC be or become invalid, the validity of the remaining provisions shall remain unaffected.

Supplementary terms and conditions for the temporary rental of software solutions (SaaS)

§ 1 Subject matter of the contract

(1) XS shall provide the customer with access to various software solutions (SaaS) via the Internet for the duration of the contract.

(2) The customer shall receive a simple, non-transferable, time-limited right to use the software for the agreed contractual term.

(3) The software shall not be provided in physical form (e.g. on data carriers).

§ 2 Scope of services software solutions / availability

(1) XS operates the software in its own or a third-party server environment and provides the customer with access via the Internet.

(2) XS owes an availability of 98% on an annual average, with the exception of maintenance times and failures that are beyond the control of XS (e.g. force majeure, disruptions to communication networks).

(3) The specific scope of functions is set out in the current service description of the software solution.

§ 3 Obligations of the customer

(1) The customer is liable for all activities that are carried out using his access data, insofar as he is responsible for this. The customer is obliged,

- to use the software only within the scope of the rights granted under the contract,

- to keep the access data secret and protect it from access by third parties,

- not to store or distribute any illegal or other unauthorized content via the software,

- to carry out its own data backups, unless expressly assumed by XS.

(2) If the customer culpably breaches the obligations of the above paragraph, it shall be obliged to refrain from further breaches, to compensate XS for the damage incurred and to be incurred by XS and to indemnify and hold XS harmless from claims for damages and reimbursement of expenses of third parties caused by the breach at the first request of XS. The indemnification obligation also includes the obligation to fully indemnify XS from reasonable legal defense costs (court and attorney's fees, etc.) upon first request. Other claims of XS, in particular for the blocking of content and for termination, remain unaffected.

§ 4 Temporary blocking

(1) XS is entitled to temporarily or permanently interrupt (block) the customer's fee-based access to the software if there is sufficient suspicion of a breach of duty by the customer in accordance with Section 3 of these Supplementary Terms and Conditions, due to a warning from an alleged infringer (unless the warning is obviously unfounded) or in the event of investigations by state authorities.

(2) In the case of the above paragraph, the blocking shall be limited to the allegedly infringing content, insofar as this is technically possible and reasonable. The customer shall be notified immediately of the blocking, stating the reasons, and requested to remove the allegedly unlawful content or to demonstrate and, if necessary, prove its lawfulness, unless statutory provisions prohibit notification of the customer.

(3) The block shall be lifted as soon as the suspicion is invalidated.

§ 5 Support and updates

(1) XS shall provide regular updates and error corrections during the term of the contract.

(2) XS is entitled to adapt the functional scope of the software insofar as this is reasonable for the customer and the main performance obligations are not significantly restricted.

§ 6 Warranty / Malfunctions

(1) The customer must notify XS immediately of any faults and support XS to the best of its ability in rectifying them.

(2) XS shall rectify defects in the software within a reasonable period of time.

(3) There is no entitlement to freedom from errors in the sense of complete freedom from bugs. However, XS guarantees the usability of the software in accordance with the service description.

§ 7 Copyrights

(1) All rights to the software remain with XS or its licensors.

(2) The customer shall not receive any ownership of the software, but only the contractually granted right of use limited to the term of the contract.

(3) Decompilation, reverse engineering or other processing is prohibited unless permitted by law.

§ 8 Granting of rights to protected content

(1) Insofar as the customer stores content on the XS software which is protected under copyright law (as a work, collective work, database work, computer program, photograph, database, via related ancillary copyrights or as derived rights from the aforementioned rights), art copyright law, trademark law or via other property rights ("protected content"), the customer grants XS the following rights to this content:

(2) The customer grants XS a temporally and geographically unlimited, non-transferable, non-exclusive right to reproduce the protected content for the purpose of worldwide accessibility and fulfillment of the contract on the XS server as well as on a further server used for mirroring and on a sufficient number of backup copies. After termination of the contract, copies may only be used as evidence of the proper performance of the contract and for statutory retention purposes. XS may hand them over to the customer upon request at the end of the contract in order to discharge the customer. The details of the procedure after termination of the order are also regulated in a separate agreement on order processing.

§ 9 Final provisions

(1) The General Terms and Conditions of XS shall apply in addition.

(2) In the event of contradictions, these SaaS Terms and Conditions shall take precedence over the general provisions.

Status of the GTC: 11.2025