General Terms and Conditions (GTC) of ACA Advanced Computer Advertisement GmbH

1.1 These General Terms and Conditions apply to all contracts and service agreements concluded between ACA Advanced Computer Advertisement GmbH, Zuppinger Strasse 18, 88213 Ravensburg (hereinafter referred to as “ACA”) and its customers (hereinafter referred to as “Customer / Customers”), in particular for software and service contracts.

1.2 The following annexes are also part of the General Terms and Conditions:
• Annex 1: Service Level Agreement
Business Service Level Agreement (SLA)
• Annex 2: Contract Data Processing
  Terms and Conditions and Agreement on Contract Data Processing

1.3 Deviating terms and conditions of the Customer, agreements and ancillary agreements do not become part of the Contract unless they are expressly recognized by ACA in writing. The implementation/provision of services by ACA does not constitute acceptance of the Customer’s conditions. Additional or conflicting general terms and conditions of the Customer do not apply, even if ACA accepts an order in which the Customer refers to its own general terms and conditions.

1.4 If the Customer already receives products or services from ACA on the basis of an earlier agreement, the amended or supplemented General Terms and Conditions will also apply to these products or services with immediate effect and thus replace the previous version of ACA’s General Terms and Conditions. If the Customer orders further products or services from ACA in the future, the following General Terms and Conditions will also apply to these future products or services.

2.1 ACA provides the Customer with an agreed scope of software and/or supplementary products or services within the scope of the Contract. The ACA software is offered as “Software as a Service (SaaS)”, i.e. the software and the associated data are hosted centrally by ACA and accessed and used by the Customer’s users with standard web browsers via the internet or, in the case of certain applications, as an app.

2.2 ACA may update the software at any time during the term of the Contract in order to provide error corrections and/or functional enhancements and/or to adapt the software to technical progress at its own discretion. This is subject to the proviso that updates or upgrades that remove or significantly change the software features are only permitted with the Customer’s consent. The Customer’s consent is deemed given if ACA informs the Customer of the new version and the corresponding changes in text form (e.g. by e-mail) with a reasonable period of notice (usually four weeks) and the Customer does not object to the change in text form (e.g. by e-mail) before the change is made. In the notification to the Customer, ACA will expressly draw the Customer’s attention to the effects of the changes.

2.3 Changes to the ACA software that do not entail such effects do not require the Customer’s prior consent.

2.4 ACA is not obliged to offer the Customer potential new versions of its technology as described in Section 2.2.

2.5 ACA is not obliged to comply with the Customer’s requests for additional system functionalities. However, ACA may, at its own discretion, include these in one of its next software versions and release them to the Customer for use in the Customer’s client account, at its own discretion free of charge or against payment. Any suggestions by the Customer regarding the functionality or design of the software or other input by the Customer have no reducing effect on the remuneration owed by the Customer.

3.1 The legal owner of the contractual software and other items is ACA or one of its business partners who has authorized ACA to resell them.

3.2 Subject to the terms of the Contract and payment of the agreed fees (including usage-based fees), ACA grants the Customer a non-exclusive, limited and non-transferable right to use the software for the intended purpose during the term of the Contract. The Customer’s right to access and use the software includes, in particular, the right to enter and/or upload data to the software, to process this data with the software and to download data via the download interfaces provided by the software.

3.3 The Customer’s right to use the software is limited to the Customer’s own vehicle fleet management, fleet management, equipment management, mobility and travel management and/or rental/car sharing needs of the Customer and/or its affiliated companies (software purpose). The Customer may not transfer its right to use the software to third parties who are not affiliated companies of the Customer.

For purposes of the Contract, the term “affiliated company” means any corporation, company or other entity that at the relevant time (i) is controlled by the Party or (ii) controls the Party or (iii) is under common control with the Party. For this purpose, “control” means either direct or indirect control of more than 50% of the shares or other interests in the company that are entitled to vote in the election of directors or election/appointment of officers.

3.4 The Customer is entitled to sublicense its access and usage rights to the software in whole or in part

• to affiliated companies of the Customer and/or
• to employees and/or external contractors of the Customer (or of affiliated companies of the Customer) insofar as they access the software and need to use the access and usage rights for the purpose of the software.

3.5 The Customer ensures that access and/or use of the software by third parties complies with all provisions of the Contract. Any breach of these General Terms and Conditions by these third parties will be deemed a breach by the Customer.

4.1 Unless expressly agreed otherwise, ACA will host the software (or have it hosted by a third-party provider) and retain physical control over the software. The Customer uses the internet via standard web browsers defined by ACA and/or via mobile applications (e.g. app) to access, use and operate the software.

4.2 Unless (i) expressly agreed otherwise, ACA is not obliged to supply or otherwise make available to the Customer copies of computer programs or parts of the source code of the software, whether in the form of object code or source code.

4.3 The service level agreement applicable to software hosting by ACA is documented in Annex 1: Business Service Level Agreement (SLA)

5.1 Each contracted work result with a technical software reference is subject to acceptance by the Customer within the framework of acceptance tests, which check the conformity of the work result with the agreed functionality and specification. The Parties endeavor to agree in advance on a set of inspection and acceptance criteria for each work result.

5.2 Acceptance commences within seven working days after ACA has informed the Customer that a specific work result is ready for acceptance. The test period for the Customer is fourteen days for each work result.

5.3 If the work result meets the agreed test and acceptance criteria or if these are not agreed, the Customer will issue ACA with an acceptance report within a period of five days after expiry of the test period defined in Section 5.2. A work result essentially complies with its agreed functionality and specification if the work result itself can be used without major obstacles.

5.4 If the work result does not meet the requirements for acceptance in accordance with Section 5.3, the Customer must notify ACA of this in text form (e.g. by e-mail) within the period specified in Section 5.3 and describe in detail the items that do not meet the agreed specifications or functions and have the defect rectified by ACA. Acceptance is deemed granted if the Customer does not give notice of defects within the period specified in Section 5.3.

5.5 If the work result does not meet the requirements for acceptance in accordance with Section 5.3, ACA must

• rectify the defects that led to the failure of the acceptance test and
• notify the Customer again once the defects have been rectified.

The acceptance procedure will then be repeated in accordance with this Section 5.

5.6 If acceptance of the work result fails repeatedly, the Customer is entitled at its discretion (i) to demand further rectification of the defect, (ii) to cancel the relevant service agreement in part, insofar as it relates to the specific work result, without costs or liability to ACA and to demand reimbursement of the payments made to ACA in connection with this work result or (iii) to demand an appropriate reduction in the fees associated with the work result.

5.7 Acceptance does not release ACA from the obligation to rectify the defects identified in the acceptance test report, nor from other obligations that ACA owes with regard to defects that are identified at a later date during the term of the Contract.

5.8 Each Party bears its own costs and expenses in connection with the acceptance test.

5.9 Specific delivery dates for work results are only binding if they are expressly agreed or confirmed by ACA as binding in text form (e.g. by e-mail).

6.1 In the event of software defects, ACA must rectify the defect within a reasonable period of time. In the event of defects of other products (e.g. key cabinets, telematics devices, etc.), ACA will remedy the defect at ACA’s discretion either by (i) repairing the defective product or (ii) providing a defect-free replacement product.

6.2 If ACA fails to remedy a defect within a reasonable period of time, the Customer is entitled to a temporary, reasonable reduction in the fees for the product or service affected by the defect. The time limit is limited to the period in which the defect was actually present.

6.3 The Customer is not entitled to a reduction in payment before expiry of the grace period in accordance with Section 6.1. Strict liability (i.e. regardless of negligence or intent) in accordance with Section 536a, Subs. 1, sentence 1 BGB does not apply.

6.4 The Customer names and informs ACA of one or more designated support contact(s) who, in the absence of exceptional circumstances, will be the Customer’s sole point(s) of contact for user support from ACA.

6.5 ACA’s sole warranty obligation for defects in third-party products that ACA procures on behalf of the Customer and resells to the Customer at cost price (with or without charging a processing fee) is to assign ACA’s own warranty claims against the third-party supplier to the Customer and to support the Customer in pursuing these claims against the third-party supplier. Other claims against ACA due to defects in such third-party products only exist insofar as a defect was caused by ACA’s own improper handling of the third-party product.

6.6 Claims due to defects of the delivery item expire 6 months after acceptance of the delivery item by the Customer. This does not apply to defects attributable to gross negligence or intent on the part of ACA.

7.1 The Customer retains all rights, title and interests in and to all data entered and/or uploaded into the software on behalf of the Customer (or any of its affiliates) or obtained through the further processing of such data using the software (collectively “Customer Data”).

7.2 During the term of the Contract, the Customer may retrieve and export the parts of the Customer Data that ACA makes available via the standard functions provided by the software. The Customer’s access to other parts of the Customer Data (e.g. the underlying “raw data” in ACA’s databases) requires a separate agreement between ACA and the Customer, which provides for appropriate remuneration for the corresponding working time of ACA’s employees.

7.3 The Customer is obliged to use the export function of the software in order to regularly (at least in the event of relevant changes to the Customer Data) create its own backup copies of the Customer Data which is made available by ACA via the export interface. Such preventive measures against possible data loss are the responsibility of the Customer.

7.4 For a period of 14 days after expiry of the Contract, the Customer continues to have access to the Customer Data stored by ACA and can export it in CSV format using the standard export functions provided by the software. The Customer is responsible for exporting the Customer Data in good time in order to save it for future use. Transfers or exports of data that cannot be carried out using the standard functions of the software must be ordered in good time and require a separate agreement between ACA and the Customer that provides for appropriate remuneration for the corresponding working time of ACA employees.

7.5 After expiry of the 14-day data export period in accordance with Section 7.4, ACA will delete the Customer Data from its storage media and destroy all corresponding documents under its control, unless ACA is obliged by statutory retention regulations to store this data for longer. The above applies in particular to enable ACA to fulfill its own legal obligations (taxes, compliance, labor law, etc.).

7.6 The deletion obligation pursuant to Section 7.5 does not apply to data contained in regular backup copies of extensive data records where individual deletion of the Customer Data would entail considerable effort for ACA. The restoration or use of such data copies after termination of the Contract is not permitted. The Customer may demand that ACA also deletes such backup copies, provided that the Customer agrees to reimburse ACA for the costs incurred. This also includes appropriate remuneration for the corresponding working hours of ACA employees.

7.7 ACA reserves all rights, property rights and claims to transaction and performance data in connection with the use of the software by the Customer, which ACA may collect and use for security, software optimization and product marketing purposes, provided that such data and uses do not reveal the identity of the Customer or include certain usage features of the software that reveal the identity of the Customer.

7.8. The regulations on the protection of personal data and the processing of Customer Data by ACA can be found in Annex 2: Contract Data Processing Terms and Conditions and Agreement on Contract Data Processing

8.1 The Parties may at any time agree additional work or services to be provided to the Customer by ACA directly or indirectly in connection with the software or independently thereof. Such additional services may include (but are not limited to) the following:

• Customization of the software and/or
• Changes to existing software features and/or the addition of new software features requested by the Customer.
• Training
• Process and business development consulting

8.2 For each additional service, the Parties will individually agree the content and scope of ACA’s work and the fees to be paid by the Customer (service agreement). If the Customer wishes to agree binding specifications, work results and delivery dates, these must be set out in writing in the Service Agreement. Each Service Agreement requires the express written consent of both Parties.

8.3 Each work result of ACA’s additional services is provided to the Customer under the same license conditions as the original software. All intellectual and physical property rights to a work result that are not expressly granted to the Customer are the property of ACA.

9.1 ACA reserves the right to make minor changes to the training content and to postpone dates and locations if necessary, e.g. in the event of a low number of confirmed participants.

9.2 If the participant does not attend the entire course, the full participation fee will still be charged.

9.3 Cancellation and/or rebooking of participation in a training course must be made in writing.

9.4 If the registered participant does not take part in the training course without having canceled or rebooked it in good time, the full invoice amount will remain due for payment. In this case, no voucher can be issued.

9.5 If the participant is unable to attend the agreed training date for justified reasons, he/she is entitled to nominate a substitute participant in his/her place at any time. There are no additional costs for this.

9.6 Cancellations and rebookings

• up to 2 weeks before the agreed start of the course, no costs will be incurred, except for any travel costs already incurred.
• less than 2 weeks before the agreed start of the course, the full training price plus any travel expenses already incurred will be due. After full payment of the training course price, the registered participant will receive a voucher for 50% of the training course price, valid for one year. To redeem this voucher, it must be submitted at the same time as a new registration.
• which take place at short notice (up to 1 week before the start of the course) will be charged at 100% of the agreed costs, plus any travel costs already incurred.

9.7 If a third party takes over the dates that have become free as a result of cancellation or rebooking, only the travel costs already incurred for this date will be charged.

9.8 The Customer is obliged to support the consultants to the best of its ability and to create all the conditions necessary for the proper execution of the order in its sphere of operation. In particular, the Customer must provide all persons and important work documents and equipment necessary for the execution of the order in good time and in full.

9.9 To the extent necessary for the performance of the Contract, the Customer will grant the Contractor access to its premises and provide it with the necessary facilities.

10.1 A Contract begins on the agreed date. If no start date has been expressly agreed, the date of acceptance of the Contract is deemed to be the start date.

10.2 With regard to the software, either Party may terminate the Contract by the last day of each calendar month with effect from the last day of the sixth following calendar month (six-month period). The notice of termination must be sent to the other Party in text form as a letter or by e-mail to sales@remoso.com. As long as neither Party terminates the Contract in due time, the Contract automatically remains valid until the last day of the respective calendar month.

10.3 ACA is entitled to amend or supplement its General Terms and Conditions with a notice period of four weeks. The amended or supplemented General Terms and Conditions will be brought to the attention of the Customer. If the Customer does not object to the amended or supplemented terms and conditions within four weeks of receipt of the notification of amendment or supplement, the amended or supplemented terms and conditions become effective. If the Customer objects in due time, ACA is entitled to terminate the Contract at the time at which the amended or supplemented conditions are to come into force.

10.4 The right of the Parties to terminate the Contract for good cause remains unaffected.

10.5 At the Customer’s request, ACA is obliged to provide the Customer and/or a third-party supplier selected by the Customer before and/or after termination of the Contract with appropriate transitional support, in each case in return for appropriate remuneration for ACA on a time and material basis. This transitional support includes the Customer’s access to the Customer Data, but does not oblige ACA to disclose or transfer computer programs or the code of the software, whether in the form of object code or source code.

10.6 All provisions of the Contract which by their nature should continue to apply after termination of the Contract remain unaffected by the termination of the Contract. This applies in particular to any claims for damages by the Parties.

11.1 The Customer agrees in principle that ACA may, at its own discretion, use third parties as subcontractors for the provision of its products or services under the Contract. At the Customer’s request, ACA is obliged to provide the Customer with information about any subcontractors involved. The Customer may object to the involvement of certain contractors on justified grounds. ACA will endeavor to involve alternative subcontractors in the event of an objection. If these efforts are unsuccessful, the Customer and ACA should work together to find alternative solutions so as not to jeopardize the continuation of the Contract. If there is no agreement regarding alternative subcontractors, ACA may terminate the Contract in accordance with the deadlines in Section 10.2.

11.2 Insofar as ACA commissions subcontractors to carry out specific processing of the Customer’s personal data, the same data protection obligations will be imposed on this subcontractor as are set out in the agreement between ACA and the Customer by means of a contract or other legal act under applicable law, in particular sufficient guarantees for the implementation of appropriate technical and organizational measures in such a way that the processing complies with the requirements of applicable data protection law.

11.3 ACA remains fully responsible for the performance of all its obligations under the Contract in relation to any tasks it has assigned to a subcontractor.

12.1 The Customer must pay the agreed remuneration to ACA. ACA’s prices are quoted ex works Ravensburg plus the value added tax applicable on the date of performance.

12.2 Unless otherwise agreed, agreed usage-dependent variable fees are invoiced monthly at the end of each month after the service has been provided. For products or services that are only offered for part of the month, the monthly fees incurred will be charged.

12.3 ACA issues invoices for any additional services at the milestone dates agreed in the respective Service Agreements. If such milestone dates have not been agreed, the additional services will be invoiced after their completion.

12.4 Personnel services (personnel, training and consultancy services) are invoiced at the fixed price stated in the Contract or on a time and materials basis in accordance with the ACA price table valid on the date of performance after completion or acceptance of the services, unless a different invoicing method is agreed in the Contract. If the Customer makes use of further services from ACA – irrespective of whether this has been agreed in writing or on the basis of other requests – the ACA list prices valid at the time of performance for these additional services will apply, subject to other provisions. In the case of services on a time and material basis, the working hours and travel times incurred are invoiced at the applicable hourly or daily rates and the materials used are invoiced at the prices applicable at the time of the service. A working day consists of 8 hours. Additional services will be charged at the corresponding hourly rate per commenced half hour. Estimated prices stated in the Contract for services on a time and material basis are non-binding. The quantities on which an estimate is based are based on an assessment of the scope of services carried out to the best of our knowledge. If ACA discovers in the course of providing the service that the quantity estimates are exceeded, it will inform the Customer of this immediately.

12.5 Unless further specified in the Contract, ancillary costs such as travel expenses and accommodation costs are always remunerated separately. The amount of the ancillary costs is set out in detail in ACA’s current price list or in the costs actually incurred. In this context, travel time is considered billable working/performance time.

12.6 All other products (e.g. key cabinets, telematics devices, telematics data contracts, etc.) are subject to individual terms and conditions which are not part of this Contract.

12.7 If a service cannot be provided in whole or in part for reasons for which the Customer is responsible, the Customer nevertheless remains obliged to pay, less any expenses effectively saved.

12.8 ACA generally issues its invoices electronically in PDF format. For an additional €5 per invoice, the Customer can request a paper invoice instead.

12.9 All payments are due fourteen (14) days after receipt of the corresponding invoice without deductions. After expiry of this period, the Customer falls into default of payment. For late payments, default interest of 8% p.a. above the respective base interest rate is charged on a daily basis. If reminders are issued, a lump sum of €25 including VAT will be charged for each reminder. ACA reserves the right to claim higher damages for delay.

12.10 The Customer is not entitled to offset its own claims against ACA’s claims arising from the Contract. The Customer may not assert a right of retention unless the Customer’s counterclaim (i) remains undisputed by ACA, (ii) is confirmed by a final, non-appealable judgment or (iii) has arisen due to a defect in the goods or services for which ACA demands payment with its own claim against the Customer.

12.11 ACA reserves the right to charge payments on account in advance at its reasonable discretion.

12.12 ACA is entitled to assert a right of retention and to suspend the performance of some or all of its obligations under the Contract if (and for as long as) the Customer fails to make a payment due to ACA within two weeks of receiving a written payment reminder from ACA stating ACA’s intention to suspend performance if no payment is made.

12.13 The Parties will endeavor to structure their relationship in such a way that no withholding tax obligations arise in respect of the fees incurred under the Contract. However, if such obligations are unavoidable and it is not possible to obtain an exemption or reduction, the Customer must deduct the applicable withholding tax amounts from its payments to ACA and prove to ACA that these amounts have been paid to the competent tax authority.

13.1 By means of a declaration of adjustment in writing, ACA may change license fees and listed hourly/daily rates at its own discretion and in compliance with the provision in Section 13.2 by giving two months’ notice to the Customer with effect from January 1 of a calendar year.

13.2 Price adjustments may be made at most in the amount of the general price increase rate in Germany. The consumer price index for Germany determined by the Federal Statistical Office in Wiesbaden is used as the reference index. The calculation is based on the period since the last price adjustment was implemented.

14.1 ACA indemnifies the Customer against all claims, demands and measures brought against the Customer on the basis of an infringement of (i) patents (including utility models) in the European Union and/or (ii) intellectual property rights other than patents within or outside the European Union in connection with the contractual use of the software by the Customer (“IP claims”). ACA is not responsible for patents (including utility models) outside the European Union.

14.2 As a prerequisite for such defense and indemnification, the Customer is obliged to inform ACA immediately of all alleged IP claims, to provide all reasonable information, cooperation and assistance, not to accept such claims or to admit, settle or resolve them itself and to conduct all disputes, including out-of-court settlements, only in consultation with ACA.

14.3 ACA has no obligations under this Section 14.1 to the extent that a claim is based on (i) the combination, operation or use of the software with other services or software not provided by ACA, if such breach would have been avoided without such combination, operation or use; or (ii) the use of the software in a manner inconsistent with the Contract; or (iii) the negligence or willful misconduct of the Customer.

15.1 ACA is only liable for damages resulting from intentional or grossly negligent breaches of the Contract and for damages resulting from slightly negligent breaches of material contractual obligations. In the latter case, ACA’s liability is limited to the damage typically foreseeable at the time the Contract was concluded. ACA is not liable for slightly negligent breaches of insignificant contractual obligations.

15.2 Liability for personal injury, under the Product Liability Act and in the event of fraudulent intent, remains unaffected.

15.3 The above limitations of liability also apply to liability on the part of ACA due to the fault of a vicarious agent or legal representative of ACA. ACA reserves the right to object on the basis of contributory negligence on the part of the Customer.

15.4 ACA is only liable for damages arising from additional services insofar as the issues affected the content of the Service Agreement.

15.5 ACA’s total liability is limited to a maximum amount of €100,000 per damage event with a total liability of €250,000 for all damage events occurring in a calendar year. ACA’s liability for loss of profit is completely excluded.

15.6 ACA is not liable for the loss of or damage to data or programs if the loss or damage could have been avoided or mitigated by suitable preventive measures on the part of the Customer (including the Customer’s own creation of backup copies in accordance with Section 7.3). Any liability of ACA for the loss of data or programs is subject to the other limitations of this Section 15.5.

15.7 Except where a contractual warranty has been given or in the case of death or personal injury, the limitations of this Section 15.5 apply regardless of the cause of action, including tort, quasi-contractual liability, contractual indemnity obligations or warranty claims. The restrictions also apply – with the necessary modifications – if claims are asserted directly against an employee, representative or other agent of ACA.

16.1 “Confidential information” is all information that is marked as “confidential” or verbal information that is later confirmed in text form (e.g. by e-mail) and marked as confidential, as well as information whose confidential nature arises from its content or from the circumstances under which it was disclosed. Confidential information includes the content of any commercial agreements between the Parties. If there is any doubt as to the confidentiality of the information, the Party contemplating the disclosure of such information will immediately contact the other Party to seek clarification, in any event before disclosing the information to any third party.

16.2 Information is not deemed confidential if (i) it was known prior to disclosure by the other Party; (ii) it was independently developed without reliance on or use of information of the other Party; (iii) it was lawfully obtained from third parties who, to the best of the Party’s knowledge, were not bound by any obligation of confidentiality to the other Party; (iiii) such information becomes publicly known without violating the confidentiality provisions contained in the Contract or other provisions protecting the Parties’ trade secrets; or (5i) it is required to be disclosed pursuant to a governmental or court order or pursuant to the disclosure requirements for companies listed on a securities exchange. In the latter case, the disclosing Party must inform the other Party of the disclosure without unjustified delay.

16.3 Each Party undertakes to treat the other Party’s confidential information as confidential and to exercise at least the same care in protecting the other Party’s confidential information as it does in protecting its own confidential information (but in any event no less than appropriate care).

16.4 The confidentiality obligation pursuant to this Section 16 applies both for the agreed term of the Contract and indefinitely after termination of the Contract.

17.1 Neither Party is liable for failure to perform any obligation under this Contract if such failure is due to force majeure (including, but not limited to, acts of God, acts or orders of any government, terrorism, war, riot, insurrection, revolt or civil war, floods or embargoes) beyond the reasonable control of the Party affected. In such cases, the Party affected will immediately inform the other Party of such circumstances together with the relevant evidence. The performance of the obligations under this Contract will be suspended during, but not longer than, the duration of the existence of such cause and the period reasonably necessary for the performance of the obligations concerned in such cases.

17.2 If a cause of force majeure relating to a material obligation of the affected Party continues for more than one month, the Parties will discuss in good faith the fulfillment of each Party’s obligations.

18.1 ACA is entitled to use the Customer’s name and logo for reference purposes in its own advertising materials such as websites, trade show presentations, brochures, newsletters etc. If such use of the Customer’s trademark is subject to certain guidelines, the Customer must report this to ACA in text form (e.g. by e-mail).

18.2 The Customer’s name and/or logo may only be used in press releases to external distributors and/or in case studies with the Customer’s prior consent.

ACA may amend the contractual conditions with the Customer’s consent. The Customer’s consent is deemed given if (i) ACA informs the Customer of the proposed amendments in text form (e.g. by e-mail) with a reasonable period of notice (usually four weeks) and (ii) the Customer does not object to the amendment in text form (e.g. by e-mail) before the amendment comes into effect. The date of dispatch of the objection is decisive for its timeliness.

20.1 Any amendments, supplements, or the partial or complete rescission of the Contract must be made in writing. This also applies to a waiver of this requirement for the written form.

20.2 Should individual provisions of the Contract or parts of provisions be or become void or invalid or be declared invalid by a competent authority or court, all other provisions of the Contract shall remain in full force and effect. The Parties undertake in good faith to replace the ineffective or invalid provision with a valid and enforceable provision that comes as close as possible to the original provision.

20.3 The place of performance for all obligations arising from Contracts is the registered office of ACA Advanced Computer Advertisement GmbH. The exclusive place of jurisdiction for all claims, disputes or conflicts arising from or in connection with the Contract (legal disputes) are the courts with jurisdiction for the registered office of ACA. This does not apply to accelerated debt collection proceedings or other disputes with a mandatory statutory place of jurisdiction before other courts, which remain unaffected.

16.2 The law of the Federal Republic of Germany applies exclusively, to the exclusion of any reference to or recourse to other jurisdictions. The United Nations Convention on Contracts for the International Sale of Goods of 1980-04-11 does not apply.

ACA Advanced Computer Advertisement GmbH
Zuppinger Straße 18
88213 Ravensburg