General Data Protection Regulation (GDPR)
Name and contact of the responsible person according to article 4 paragraph 7 GDPR.
Am Pfaffenstein 14, 55270 Klein-Winternheim, Germany
Phone: +49 6136 99480
Fax: +49 6136 994810
Data Protection Officer
AMD TÜV Arbeitsmedizinische Dienste GmbH
TÜV Rheinland Group
Security and Protection of Your Personal Data
We consider it our primary responsibility to protect the confidentiality of the personal data you provide and to protect it from unauthorized access. That is why we take the utmost care and use the most state-of-the-art security standards to ensure maximum protection of your personal data.
As a private company, we are subject to the provisions of the European General Data Protection Regulation (GDPR) and the regulations of the German Federal Data Protection Act (Bundesdatenschutzgesetz or BDSG). We have taken technical and organizational measures to ensure that that the data protection rules are respected both by us and by our external service providers.
Definitions of terms
- Personal Data
“Personal data” means any information relating to an identified or identifiable natural person (hereinafter referred to as “data subject”); an identifiable natural person is one who can be identified directly or indirectly, in particular by assignment to an identifier such as a name, an identification number, location data, an online identifier or one or more special characteristics, that are expression of the physical, physiological, genetic, psychological, economic, cultural or social identity of that natural person.
"Processing" means any operation carried out, with or without the aid of automated procedures, or any such series of operations relating to personal data, such as collection, recording, organization, structuring, storage, the adaptation or modification, reading, querying, use, disclosure by transmission, distribution or any other form of provision, matching or linking, restriction, deletion or destruction.
- Restriction of Processing
“Restriction of processing” means the marking of stored personal data with the aim of restricting their processing in the future.
“Profiling” means any form of automated processing of personal data consisting of the use of personal data to evaluate certain personal aspects relating to a natural person, in particular to analyze or predict aspects relating to the performance at work, economic situation, health, personal preferences, interests, reliability, behavior, location or movements of that natural person.
"Pseudonymization" means the processing of personal data in such a way that the personal data can no longer be attributed to a specific data subject without the use of additional information, provided that this additional information is kept separately and is subject to technical and organizational measures which ensure that the personal data cannot be attributed to an identified or identifiable natural person.
- File System
"File system" means any structured collection of personal data which are accessible according to specific criteria, whether centralized, decentralized, on a functional or on a geographical basis.
Controller" means a natural or legal person, authority, institution, agency or other body which, alone or jointly with others decides on the purposes and means of processing personal data; where the purposes and means of such processing are specified by European Union or Member State law, the controller, or the specific criteria for his appointment may be provided for by European Union or Member State law.
- Contract Processor
Contract processor" means a natural or legal person, authority, institution or other body processing personal data on behalf of the data controller.
"Recipient" means a natural or legal person, authority, institution or other body, to which the personal data is disclosed, whether or not it is a third party. However, authorities which may receive personal data in the framework of a particular investigation in accordance with European Union or Member State law shall not be considered recipients; the processing of such data by those public authorities shall be carried out in accordance with the applicable data protection rules in accordance with the purposes of the processing.
- Third Party
"Third party" means a natural or legal person, authority, institution or other body other than the data subject, the controller, the data processor, and the persons authorized to process the personal data under the direct responsibility of the controller or the data processor.
Data subject's "consent" means any voluntarily given, specific, informed and unambiguous indication of the data subject's wishes by which he or she, by a statement or by a clear affirmative action, signifies agreement to the processing of personal data relating to him or her.
Lawfulness of Processing
Processing of personal data is only legal if and to the extent that there is a legal basis for the processing. In accordance with point (a) of Article 6(1) GDPR, a legal basis for processing in particular can be:
a. the data subject has given his/her consent to the processing of his/her personal data for one or more specific purposes;
b. processing is necessary for the performance of a contract to which the data subject is party or in order to take steps at the request of the data subject prior to entering into a contract;
c. processing is necessary to fulfil a legal obligation to which the controller is subject;
d. processing is necessary in order to protect the vital interests of the data subject or of another natural person;
e. processing is necessary for the performance of a task carried out in the public interest or in the exercise of official authority conferred on the controller;
f. processing is necessary to safeguard the legitimate interests pursued by the controller or by a third party, except where such interests are overridden by the interests or fundamental rights and freedoms of the data subject which require protection of personal data, in particular where the data subject is a child.
Information About the Collection of Personal Data
(1) In the following, we inform about the collection of personal data when using our website. Personal data include all data that can be personally referenced to you such as name, address, email address, user behavior.
(2) Upon contacting us via email or a contact form, we will store the data you share with us (your email address and, if applicable, your name and phone number) in order to answer your question. We will delete the data collected in this context after the purpose is no longer necessary or will limit their processing if legal retention requirements apply.
Collection of personal data when you visit our website
When using our website for information purposes only, i.e. if you do not register or otherwise provide us with information, we only collect the personal data that your browser transmits to our server. If you wish to view our website, we collect the following data, which are technically necessary for us to display our website to you and to guarantee stability and security (legal basis is Art. 6 Para. 1 S. 1 lit. GDPR):
- IP address
- Date and time of the request
- Time zone difference to Greenwich Mean Time (GMT)
- Content of the request (specific page)
- Access Status/HTTP status code
- Respective volume of data transferred
- Website from which the request comes
- Operating system and its interface
- Language and version of the browser software.
(1) In addition to the data named above, we store cookies on your computer when you use our website. Cookies are small text files that are stored on your hard drive and attributed to the browser you are using and that transmit certain information to the site that places the cookie (in this case, us). Cookies cannot run programs or infect your computer with a virus. They serve to make our web offering more user friendly and effective overall.
This website uses the following types of cookies, the scope and functionality of which are explained in the following:
- transient cookies (see a)
- persistent cookies (see b)
a. Transient cookies are automatically deleted when you close your browser. They include, in particular, session cookies. Session cookies store a so-called session ID that allows different requests from your browser to be attributed to the same session. This makes it possible to identify your browser if you return to our website. Session cookies are deleted when you log out or close your browser.
b. Persistent cookies are automatically deleted after a preset period of time. They can differ from cookie to cookie. You can delete the cookies at any time in the security settings of your browser.
c. You may configure your browser settings as you would like, for example, blocking so called "third party cookies" or all cookies. We advise that you may not be able to use all features of this website if you block cookies.
Further functions and offers of our website
(1) In addition to the purely informational use of our website, we offer various services that you can use if you are interested. As a rule, you have to provide further personal data, which we use to provide the respective service and to which the aforementioned data processing principles apply.
(2) In some cases, we use external service providers to process your data. These have been carefully selected and commissioned by us, are bound to our instructions and are regularly checked.
(3) Furthermore, we may pass on your personal data to third parties if we offer participation in promotions, competitions, conclusion of contracts or similar services together with partners. For more information, please provide your personal data or see the description of the offer below.
(4) If our service providers or partners are based in a country outside the European Economic Area (EEA), we will inform you about the consequences of this circumstance in the description of the offer.
Access to Remote Demo Server
Our customers have access to a remote demo server upon request to test our products with their special requirements in an online session. For this purpose, the contact is carried out via telephone or e-mail, so that our responsible persons can set up a temporary access to the demo server, and we can determine the appropriate specialists for the respective requirements of the customer.
The data collection for the generation of user name and password via the request form for demo server access is voluntary and serves for further coordination with the customer (follow-up questions and or orders). We are happy to provide information or delete this data upon request.
(1) With your consent you can subscribe to our newsletter, with which we inform you about current, interesting offers.
(2) We use the double opt-in procedure to subscribe to our newsletter. This means that after your registration we will send you an e-mail to the specified e-mail address in which we ask you to confirm that you would like the newsletter to be sent. If you do not confirm within 24 hours, your information will be blocked and automatically deleted after one month. In addition, we store your IP addresses and the time of registration and confirmation. The purpose of the procedure is to be able to prove your registration and, if necessary, to clarify a possible misuse of your personal data.
(3) Your e-mail address is mandatory for sending the newsletter. The indication of further, separately marked data is voluntary and is used to be able to address you personally. After your confirmation, we will save your e-mail address for the purpose of sending you the newsletter. The legal basis is Art. 6 para. 1 sentence 1 lit. a GDPR.
(4) You can revoke your consent to the sending of the newsletter at any time and cancel the newsletter. You can declare your revocation by clicking on the link provided in every newsletter e-mail or by e-mail to email@example.com or by sending a message to the contact details given in the legal notice.
Online Recruiting Tool
Our offer basically is targeting adults. Persons under the age of 18 should not transmit any personal data to us without the consent of their parents or legal guardians.
Rights of data subject
(1) Revocation of consent
If you have given consent for your data to be processed, you have the right to revoke the consent at any time. The revocation of consent shall not affect the legality of the processing carried out on the basis of the consent until revocation. You can contact us at any time to exercise your right of withdrawal.
(2) Right of confirmation
Each data subject has the right to request confirmation from the person responsible as to whether or not personal data concerning him or her are being processed. If a data subject wishes to avail himself of this right of confirmation, he or she may, at any time, contact us.
(3) Right of access
Each data subject can request information from the controller about his or her personal data stored at any time and a copy of this information. Furthermore, the European directives and regulations grant the data subject access to the following information:
a. the purposes of the processing;
b. the categories of personal data concerned;
c. the recipients or categories of recipients to whom the personal data have been or will be disclosed, in particular recipients in third countries or international organizations;
d. if possible, the envisaged duration for which the personal data will be stored, or, if not possible, the criteria used to determine that period;
e. the existence of the right to request from the controller rectification or erasure of personal data, or restriction of processing of personal data concerning the data subject, or to object to such processing;
f. the existence of the right to lodge a complaint with a supervisory authority;
g. if the personal data are not collected from the data subject, all available information on the origin of the data;
h. the existence of automated decision-making, including profiling, referred to in Article 22(1) and (4) of the GDPR and, at least in those cases, meaningful information about the logic involved, as well as the significance and envisaged consequences of such processing for the data subject.
Furthermore, in accordance with Article 46 GDPR, the data subject shall have a right to obtain information as to whether personal data are transferred to a third country or to an international organization. Where this is the case, the data subject shall have the right to be informed of the appropriate safeguards relating to the transfer.
If a data subject wishes to avail himself of this right of access, he or she may at any time contact us.
(4) Right to rectification
Each data subject has the right to request us to correct any inaccurate personal data concerning him or her you without delay. Taking into account the purposes of the processing, the data subject shall have the right to have incomplete personal data completed, including by means of providing a supplementary declaration.
If a data subject wishes to exercise this right to rectification, he or she may, at any time, contact us.
(5) Right to be forgotten
Each data subject shall have the right to request the data controller to delete personal relating to him or her immediately, and the controller shall have the obligation to erase personal data without undue delay where one of the following grounds applies:
a. The personal data are no longer necessary in relation to the purposes for which they were collected or otherwise processed.
b. The data subject withdraws consent to which the processing is based according to point (a) of Article 6(1) of the GDPR, or point (a) of Article 9(2) of the GDPR, and where there is no other legal ground for the processing.
c. The data subject objects to the processing pursuant to Article 21(1) of the GDPR, and there are no overriding legitimate grounds for the processing, or the data subject objects to the processing pursuant to Article 21(2) of the GDPR.
d. The personal data have been unlawfully processed.
e. The personal data must be erased for compliance with a legal obligation in European Union or Member State law to which the controller is subject.
f. The personal data have been collected in relation to the offer of information society services referred to in Article 8(1) of the GDPR.
If one of the reasons mentioned above applies, and a data subject wishes to request the deletion of personal data stored by the Controller, he or she may contact us at any time here. The controller shall promptly ensure that the erasure request is complied with immediately.
Where the controller has made personal data public and is obliged pursuant to Article 17(1) to erase the personal data, the controller, taking account of available technology and the cost of implementation, shall take reasonable steps, including technical measures, to inform other controllers processing the personal data, that the data subject has requested erasure by such controllers of any links to, or copy or replication of, those personal data, as far as processing is not required. The controller will arrange the necessary measures in individual cases.
(6) Right of restriction of processing
Each data subject shall have the right to request us to restrict the processing of your personal data where one of the following conditions apply:
a. The accuracy of the personal data is disputed by the data subject, for a period which enables the data controller to verify the accuracy of the personal data.
b. The processing is unlawful and the data subject refuses the erasure of the personal data and instead requests the restriction of their use instead.
c. The controller no longer needs the personal data for the purposes of the processing, but the data subject needs them for the assertion, exercise or defense of legal claims, or
d. The data subject has lodged an objection to the processing pursuant to Article 21(1) of the GDPR pending the verification whether the legitimate grounds of the controller outweigh those of the data subject.
If one of the aforementioned conditions is met, and a data subject wishes to request the restriction of the processing of personal data stored by the controller, he or she may at any time contact us here. The controller will arrange the restriction of the processing.
(7) Right to data portability
Each data subject shall have the right to receive the personal data concerning him or her, which was provided to a controller, in a structured, commonly used and machine-readable format. He or she shall have the right to transmit those data to another controller without hindrance from the controller to which the personal data have been provided, as long as the processing is based on consent pursuant to point (a) of Article 6(1) of the GDPR or point
(a) of Article 9(2) of the GDPR, or on a contract pursuant to point
(b) of Article 6(1) of the GDPR, and the processing is carried out by automated means, as long as the processing is not necessary for the performance of a task carried out in the public interest or in the exercise of official authority vested in the controller.
Furthermore, when exercising the right to data portability pursuant to Article 20(1) of the GDPR, the data subject shall have the right to have personal data transmitted directly from one controller to another, where it is technically feasible and when doing so does not adversely affect the rights and freedoms of others.
In order to assert the right to data portability, the data subject may at any time contact us here.
(8) Right to object
Each data subject shall have the right granted by the European legislator to object, on grounds relating to his or her particular situation, at any time, to processing of personal data concerning him or her, which is based on point (e) or (f) of Article 6(1) of the GDPR. This also applies to profiling based on these provisions.
The controller shall no longer process the personal data in the event of the objection, unless we can demonstrate compelling legitimate grounds for the processing which override the interests, rights and freedoms of the data subject, or for the establishment, exercise or defense of legal claims.
If the controller processes personal data for direct marketing purposes, the data subject shall have the right to object at any time to processing of personal data concerning him or her for such marketing. This applies to profiling to the extent that it is related to such direct marketing. If the data subject objects to the controller to the processing for direct marketing purposes, the controller will no longer process the personal data for these purposes.
In addition, the data subject has the right, on grounds relating to his or her particular situation, to object to processing of personal data concerning him or her by the controller for scientific or historical research purposes, or for statistical purposes pursuant to Article 89(1) of the GDPR, unless the processing is necessary for the performance of a task carried out for reasons of public interest.
In order to exercise the right to object, the data subject may directly contact us here. In addition, the data subject is free in the context of the use of information society services, and notwithstanding Directive 2002/58/EC, to use his or her right to object by automated means using technical specifications.
(9) Automated individual decision-making, including profiling
Each data subject shall have the right not to be subject to a decision based solely on automated processing, including profiling, which produces legal effects concerning him or her, or significantly impairs him or her in a similar manner. This does not apply if the decision:
a. is not is necessary for entering into, or the performance of, a contract between the data subject and a data controller, or
b. is not authorized by European Union or Member State law to which the controller is subject and which also lays down suitable measures to safeguard the data subject’s rights and freedoms and legitimate interests, or
c. is not based on the data subject’s explicit consent.
If the decision is
a. necessary for entering into, or the performance of, a contract between the data subject and a data controller, or
b. it is based on the data subject’s explicit consent, the controller shall implement suitable measures to safeguard the data subject’s rights and freedoms and legitimate interests, at least the right to obtain human intervention on the part of the controller, to express his or her point of view and contest the decision.
If the data subject wishes to exercise the rights concerning automated individual decision-making, he or she may at any time directly contact us here.
(10) Right of appeal to a supervisory authority
Without prejudice to any other administrative or judicial remedy, you also have the right of appeal to a supervisory authority, in particular in the Member State where you are staying, working or suspected of infringing, if the data subject considers that the processing of personal data concerning him or her is in breach of this regulation
(11) Right to effective judicial remedy
Without prejudice to an available administrative or extrajudicial remedy, including the right to complain to a supervisory authority under Article 77 of the GDPR, the right to an effective judicial remedy shall be exercised, if you consider that the rights based on this regulation are violated as a consequence of the processing of your data.
Use of Google Analytics:
(1) This website uses Google Analytics, a web analysis service from Google Inc. (“Google”). Google Analytics uses “cookies", which are text files stored on your computer and make it possible to analyze how users use the website. The information generated by the cookie pertaining to your use of this website is usually transmitted to and saved on a server operated by Google that is located within the United States of America. If IP anonymization has been activated on this website, your IP address will nevertheless first be truncated within Member States of the European Union or in other contract states to the agreement on the European Economic Area. Only in exceptional cases is your complete IP address is being transmitted to a Google server in the United States of America, where it is then truncated. On behalf of the operator of this website, Google will use this information to analyze your use of this website, prepare reports about activities on the website and to provide further services to the website operator connected to the use of the website and of the Internet.
(2) The IP address transmitted by your browser in the context of Google Analytics is not merged with other Google data.
(4) This website uses Google Analytics with the extension “_anonymizeIp.” This extension truncates IP addresses before they are further processed, preventing data from being linked to a particular person. As far as the data gathered from you can be linked to a specific person, this link is immediately removed and the personal data thus will be deleted immediately.
(5) We use Google Analytics to analyze and regularly improve the use of our website. The statistics we gain help us to improve our offering and make it more interesting for you as a user. For cases of exception in which personal data is transmitted into the United States, Google has agreed to be subject to the EU-US Privacy Shield, www.privacyshield.gov/EU-US-Framework. The legal basis for the use of Google Analytics is sentence 1 point (f) Article 6(1) of the GDPR.
(7) This website also uses Google Analytics for a device-independent analysis of visitor flows that is carried out via a user ID. You can deactivate the cross-device analysis of your usage in your customer account under "My data", "Personal data".
Use of social media plugins
(1) We currently use the following social media plugins: Facebook, Google+, Twitter. We use the so-called two-click solution. This means, that when you visit our site, no personal data is initially passed on to the providers of the plugins. You can recognize the provider of the plugin by the marking on the box above its initial letter or the logo. We offer you the possibility of direct communication with the provider of the plugin via the button. The plugin-provider only receives the information, that you have accessed the corresponding website of our online offer, at the moment you click on the marked field and thereby activate it. In addition, the data specified in § 3 of this declaration will be transmitted. In the case of Facebook, the IP address is anonymized immediately after collection, according to the respective provider in Germany. By activating the plugin, personal data is delivered from you to the respective plugin provider and stored there (at US providers in the United States of America). Since the plugin provider collects data mainly via cookies, we recommend that you delete all cookies before clicking on the greyed-out box using your browser's security settings.
(2) We have no influence on the data collected and data processing procedures, nor are we aware of the full extent of data collection, the purposes of processing or the storage periods. We also have no information on the deletion of the data collected by the plugin provider.
(3) The plugin provider stores the data collected about you as user profiles. He uses them for purposes of advertising, market research and/or demand-oriented design of its website. Such an evaluation takes place in particular (also for users that are not logged in) for the representation of demand-fair advertisement and in order to inform other users of the social network about your activities on our website. You have the right of objection to the creation of these user profiles, whereby you must contact the respective plug-in provider to exercise this right. Through these plugins, we offer you the possibility to interact with social networks and other users, so that we can improve our offer and make it more interesting for you as a user. The legal basis for the use of the plugins is Art. 6 para. 1 sentence 1 lit. f GDPR.
(4) The data is transferred regardless of whether you have an account with the plugin provider and are logged in there. If you are logged in with the plugin provider, your collected data collected will be directly assigned to your existing account of the plugin provider. If you click the activated button and, for example, link the page, the plugin provider also stores this information in your user account and shares it publicly with your contacts. We recommend that you log out regularly after using a social network, especially before activating the button. In this manner, you can avoid being assigned to your profile at the plugin provider.
(5) Further information on the purpose and scope of data collection and its processing by the plugin provider can be found in the data protection declarations of these providers listed below. They will also provide you with further information about your rights concerning this matter and setting options to protect your privacy.
(6) Addresses of the respective plugin providers and URL with their data protection information:
- Facebook Inc, 1601 S California Ave, Palo Alto, California 94304, USA; www.facebook.com/policy.php; further information on data collection: www.facebook.com/help/186325668085084, www.facebook.com/about/privacy/your-info-on-other and www.facebook.com/about/privacy/your-info. Facebook has committed itself to the EU-US Privacy Shield, www.privacyshield.gov/EU-US-Framework.
- Google Inc, 1600 Amphitheater Parkway, Mountainview, California 94043, USA; www.google.com/policies/privacy/partners/. Google has committed itself to the EU-US Privacy Shield, www.privacyshield.gov/EU-US-Framework.
- Twitter, Inc, 1355 Market St, Suite 900, San Francisco, California 94103, USA; twitter.com/privacy. Twitter has committed itself to the EU-US Privacy Shield, www.privacyshield.gov/EU-US-Framework.
Integration of Google Maps
(1) On this website, we use the offer provided by Google Maps. This allows us to display interactive maps directly on the website and enables you to conveniently use the map function.
(3) Further information on the purpose and extent of data collection and its processing by the plug-in provider can be found in the data protection declarations of the provider. In these statements, you will also find further information about your rights in this regard and settings options you may choose to protect your privacy: www.google.de/intl/de/policies/privacy. Google processes your personal data in the United States, among other locations, and has agreed to be subject to the EU-US Privacy Shield, www.privacyshield.gov/EU-US-Framework.
We use external service providers (contract processors), e.g. for the dispatch of goods, newsletters or payment processing. A separate order data processing has been concluded with the service provider in order to guarantee the protection of your personal data.
We co-operate with the following service providers:
Realization of the website:
9.2 Agentur für Kommunikationsdesign GmbH
Phone: +49 7121 - 68057-0
Fax: +49 7121 - 68057-9
Content Management System:
Phone: +41 41 511 00 35
Fax: +41 41 511 00 39
Newsletter distribution / storage of the contact addresses for the newsletter:
Phone: +49 761 296979-800
Customer Management System:
daylight Software GmbH
Phone: +49 (0) 221 65028286
Online recruiting tool:
softgarden e-recruiting GmbH
Phone: +49 (0) 30 884 940 400
Fax: +49 (0) 30 236 350 58
General Terms and Conditions
§ 1 General
- The General Terms and Conditions of SYSGO are valid exclusively; provisions to the contrary or diverging provisions of contractual partners will not be acknowledged unless SYSGO explicitly and in writing ac-knowledges their validity. These AGB are also valid if SYSGO performs its required services without reservations and being aware of provisions to the contrary or diverging provisions of the contractual partner.
- Supplements to the contract are only valid if they are confirmed in writing by SYSGO. This refers also to subsequent amendments, modifi-cations or other variances from the terms of the contract.
- The contractual partner is aware of the fact that the performance may consist of Open Source Software (“OSS“). Because of the specific nature of OSS, being developed by a multitude of Persons outside SYSGO, possible information on properties of OSS given by SYSGO is not legally binding.
- As far as the performance consists of OSS, SYSGO cannot grant rights to it.
- Software in the sense of these General Terms and Conditions are all programs or parts of programs to be used with EDP equipment, data carriers, manufacturer’s documentations, user manuals, working sheets, and all other documents to explain the programs and which are provided or developed by SYSGO to perform a contract.
- Sales, software licenses, service and maintenance are only per-formed on the base of these General Terms and Conditions.
- Contrary Terms and Conditions of the contractual partner herewith are being explicitly contradicted. An inclusion into the contract is only considered in particular cases and only after explicit agreement with SYSGO.
- The AGB of SYSGO apply also to all future business with the contractual partner.
§ 2 Tenders/Contracts
- Tenders by SYSGO are not legally binding prior to their written confirmation.
- The written confirmation of a tender is replaced by the invoice if the contract is performed immediately.
- Authoritative as to the extent of the delivery is the confirmation by SYSGO.
- Tenders by SYSGO are not binding unless after prior notification from SYSGO in writing.
- If the order qualifies as a tender in the sense of § 145 German Civil Code, SYSGO may accept this within four weeks.
- Undertakings as to product properties are only legally binding if explicitly confirmed by SYSGO in writing. Statements within the prospec-tus are not to be deemed as product property guaranteed or as warranty of any kind.
§ 3 Prices/Terms of Payment
- As far as the contract confirmation/the contract agreement does not state otherwise SYSGO’s prices are ex shipping point and exclusive of postage and packing, which will be charged separately.
- The statutory VAT is not included into the price. It will be indicated separately within the invoice in the statutory amount as at invoicing date.
- The deduction of discounts requires a special written agreement.
- As far as the contract confirmation/the contract agreement does not state otherwise is the net purchase price (without discount) due to be paid within 30 days from invoice date. Gets the contractual partner into arrears SYSGO is entitled to claim interest on payment in arrears in the amount of 8 % above the respective European Central Bank base interest rate p. a. as long as the contractual partner is not a final con-sumer, otherwise the outstanding accounts will bear 5 % interest p. a. The assertion of further damages remains reserved. However, the contractual partner is entitled to prove that no damage or a considerably lower damage occurred because of the delay in payment.
- The contractual partner is only entitled to rights to set off if the counterclaims are established in a legally binding way, are undisputed or if they are acknowledged by SYSGO. The same is valid for the exercise of rights of retention. Furthermore, the exercise of a right of retention requires that the counterclaim rests on the same contractual relation-ship.
- Bills of exchange and postdated checks are only accepted after special written agreement prior to the presentation and only as a matter of payment. Bill of exchange tax as well as bank charges, discount charges and collection charges are on the expense of the contractual partner.
- In case the contractual partner fails to meet the obligation to pay and/or other obligations from the contract, suspends payments or an application for insolvency proceedings on the assets of the contractual partner or its statutory representatives is filed, the total remaining debt falls due to immediate payment. In this case SYSGO is entitled to declare rescission of all contracts and to retrieve merchandise already delivered under reservation of title as well as to claim refund of all expenses originating in the rescission (e. g. backhaul, decrease in value, expense allowance, etc.).
§ 4 Reservation of Title
- SYSGO reserves the title to the subject matter of a contract until receipt of all payments under the contract. In case of conduct contrary to the terms of contract SYSGO is entitled to retrieve the subject matter of the contract. The act of retrieval by SYSGO does not constitute a rescis-sion of contract unless this is declared explicitly in writing by SYSGO. SYSGO is entitled to realize the subject matter of the contract after retrieval, the proceeds from the realization is to be credited against the debts of the contractual partner; allowing for reasonable realization expenses.
- SYSGO reserves property right titles and copyrights in drawings, calculations, and other documents. This applies also to such documents marked as “confidential“. Prior to the passing on of these the explicit written consent of SYSGO is required.
- The contractual partner is obliged to treat the subject matter of the contract with care.
- In case of levy of execution or other interventions from third parties the contractual partner is obliged to inform SYSGO immediately in writing, in order to enable SYSGO to take legal action according to § 771 German Code of Civil Procedure (ZPO). As far as the third party is not able to refund to SYSGO the expenses in and out of court of legal action according to § 771 ZPO the contractual partner is liable to SYSGO for the loss arising from this.
- The contractual partner is entitled to resell the subject matter of contract in the due course of business activities as far as the subject matter is a tradable item; however, the contractual partner assigns to SYSGO already now all claims up to the finally billed amount (including VAT) arising against the buyer or third parties from the resale regardless to whether the resale was effected with or without processing of the item. Even after the assignment the contractual partner remains entitled to collect this claim. SYSGO’s authority to collect the claim itself remains unaffected. However, SYSGO undertakes to not collect the claim as long as the contractual partner meets the payment obligations out of the agreed proceeds, there is no delay in payment, there is particularly no filing of an application to open insolvency proceedings or suspension of payments. However, if this is the case SYSGO may request to be noti-fied on the assigned claims and the corresponding parties liable, to be given all information necessary to collect the claims, to be handed over all appropriate documents and that the parties liable (third parties) are notified about the assignment by the contractual partner.
- The processing or remodeling of the tradable item by the contrac-tual partner is always made for SYSGO. If the subject matter of the contract is being processed with other items not belonging to SYSGO, SYSGO acquires joint property in the new item in the proportion of the value of the subject matter of the contract compared to the other proc-essed items at the time of processing. Besides, the same regulations apply to the item created by the processing as to the subject matter of the contract delivered with reservation of title.
- Is the subject matter of the contract merged inseparably with other items not belonging to SYSGO, SYSGO acquires joint property in the new item in the proportion of the value of the subject matter of the contract compared to the other merged items at the time of merging. Is the merging made in a way that the item of the orderer is to be seen as main item, it is deemed stipulated that the contractual partner assigns joint property proportionally. The contractual partner keeps for SYSGO the sole or joint property thus created.
- On request of the orderer SYSGO undertakes to release securities SYSGO is entitled to as far as the value of the securities exceeds the value of the claims to be secured by more than 20 %; the choice of securities to be released is incumbent on SYSGO.
§ 5 Periods and Times of Delivery
- The commencement of the period of delivery declared by SYSGO requires clarification of all technical questions. Part performances by SYSGO are admissible.
- Times of delivery can only be declared for merchandise in stock. Beyond this there are only and exclusively “estimated times of delivery“ without commitment in the sense of a fixed date. SYSGO is obliged to inform the contractual partner about expected delays in delivery immediately in writing.
- Is an announced estimated time of delivery for the contractual partner unreasonably delayed, the partner is entitled to fix with SYSGO a reasonable period of grace of at least four weeks and to rescind the contract partially or in total after the expiration of this period without result; damage claims because of non performance are due to the contractual partner only in the amount of the foreseeable damage and only if the delay in performance results from intent or gross negligence by the statutory representatives, by the executives, or by other vicarious agents of SYSGO.
- The observance of a stipulated period of delivery requires the timely and orderly performance of the contractual partner’s obligations. The period of delivery is reasonably prolonged particularly in cases of plant or equipment failure, strike, lockout, non delivery by in-suppliers, or other circumstances for which SYSGO bears no responsibility.
§ 6 Passing of the Risk
- As far as the contract confirmation does not state otherwise delivery is stipulated ex shipping point.
- If the contractual partner so requests SYSGO will cover the delivery by a transportation insurance; expenses thus incurred are borne by the contractual partner.
- Transportation material and all other packaging according to the currently valid packaging ordinance will not be taken back. Exempt from this are pallets. The Customer disposes of all packaging and transporta-tion material at own expense.
§ 7 Cancellation of Delivery
- If the contractual partner cancels the order partially or total and if SYSGO agrees into the cancellation, SYSGO is entitled to claim repay-ment of expenses. The repayment of expenses is to be made in a lump-sum and to be calculated as follows:
a) for not yet produced devices 50 % of the cancelled net value of the delivery if the cancellation was made later than 30 days before the scheduled delivery date
b) in all other cases there is to be paid a lump-sum repayment in the amount of 30 % of the cancelled net value of delivery.
- As far as the contractual partner proves lower expenses only these are to be repaid. In case of proving higher expenses SYSGO is entitled to get these repaid.
- SYSGO’s right to claim damages for non-performance remains unaffected.
§ 8 Warranty
- The contractual partner acknowledges that malfunctions of software cannot be entirely ruled out according to the state of the art, not even with greatest diligence. Therefore the unrestricted operability and/or the elimination of all faults cannot be guaranteed.
- Therefore SYSGO warrants for the subject matter of the contract only to be free of faults of material and manufacturing which would considerably diminish its value or efficiency.
- Defects of the subject matter of the contract corresponded by the contractual partner’s written notice will be eliminated within a period of warranty of 12 months commencing with delivery. This will be made at SYSGO’s choice either by rectification of defects or substitute delivery. SYSGO is to be granted a reasonable period to remove the defects.
- The warranty for approved copies of software made by the contrac-tual partner is restricted to faults of the copying software and requires that this software itself still commits SYSGO to provide warranty.
- With approved modifications of the software the warranty is re-stricted to faults of the software that existed before the modifications were made. There is no warranty granted for the applicability of software.
- If the rectification of defects or the substitute delivery fails, the contractual partner may claim conversion or reduction of the purchase price.
- If the investigation of the reported malfunction results in a fault of the software not covered by the warranty, SYSGO may charge a discre-tionary cost sharing from the contractual partner. This applies particularly to faulty operating by the contractual partner or other malfunctions being not within SYSGO’s field of responsibility.
- To software individually developed for the contractual partner applies the stipulated performance description and acceptance proce-dure. If this description and/or acceptance is omitted, SYSGO tries, according to SYSGO’s best knowledge and belief, to develop and/or customize the software in the sense of the contractual partner. In this case the acceptance is deemed made with delivery. The contractual partner’s requests for changes will be considered, if possible at all according to the state of the art, within reasonable time and upon sepa-rate remuneration.
- The documentation supplied may, in individual cases, differ slightly from the actual program, if the program was being developed further in the mean time.
- The period of warranty/liability for defects is 12 months. The limita-tion period for claims based on defects generally commences with delivery of the items which are subject matter of the contract. With the delivery of part performances the period starts with acceptance of the last part performance. If a part performance is already used by the contractual partner, the limitation period for this part performance begins with the first day of use after the acceptance of this part performance.
§ 9 Duties to Examine and Notify
- The contractual partner is obliged to examine the subject matter of the contract within 8 work days after delivery, particularly with respect to the operability of fundamental program capacities as well as the com-pleteness of possible data carriers and/or manuals. Defects detected or detectable with this examination must be reported to SYSGO by regis-tered letter within a further 8 work days. The notice of defects must contain a detailed description of the defects.
- Notice must be given of defects not detectable in the course of the described orderly examination within eight work days after detection, including a detailed description of the defects.
- In case of non-compliance with the periods to examine and notify the merchandise is deemed approved/accepted, even considering the defect concerned.
§ 10 Liability
- SYSGO is liable for intent and gross negligence according to the statutory provisions.
- For slight negligence SYSGO is only liable if an essential contrac-tual obligation (“Cardinal Obligation“) was infringed or if it is a case of default or of an impossibility for which SYSGO is responsible, In this case the liability is limited to the damage typically foreseeable and in all other cases the liability for slight negligence is excluded, with the exemp-tion of claims according to the Product Liability Act and in cases of bodily injuries.
- Also in the absence of warranted properties, initial impossibility, or impossibility occurring during default, the liability of SYSGO is limited to the damage typically foreseeable.
- If the contractual partner indicated the incurrence of a dispropor-tionately high damage, SYSGO is liable if SYSGO explicitly accepted liability for this in writing.
- SYSGO accepts no liability for damages occurring from counseling, support in the implementation of new programs, or the operation of software, or from other losses or damages in connection with the pur-chase of software.
- In cases of loss or damage of data carriers and related consequen-tial damages or losses, SYSGO’s liability is limited to the costs for the reload of data into the system from an orderly made backup copy and for the expenses for the replacement of data lost or damaged of the calen-dar day in which the damage occurred. Liability for other damages consequential to the defect is excluded.
- SYSGO’s liability for the total of all damages is limited to the con-tractual size of the order, with the exemptions of intent, gross negli-gence, claims from the Product Liability Act, and from bodily injuries. If a continuous payment of a flat rate was stipulated (e. g. because of a software maintenance contract) the liability is limited to the total amount of flat rate payments during the contractual year.
- Per individual case of damage SYSGO’s liability is limited to € 50,000.--, with regard to the exemptions according to sub-clause 8.7.
- Further claims of the contractual partner beyond those explicitly listed in here are excluded, as far as permitted by law.
- The contractual partner is free to request with conclusion of the contract further liability of SYSGO at separate charge.
§ 11 Warranty of Title
- SYSGO is responsible that the merchandise delivered is free from titles of third parties restricting or excluding the use by the contractual partner. SYSGO is further responsible for holding the authority to sell the products distributed.
- If a third party claims infringement of property rights against the contractual partner, this partner immediately notifies SYSGO. In such case SYSGO is entitled to, but not obliged to, settle the claims asserted at own cost and on own behalf. The contractual partner is obliged to act in agreement with SYSGO in case of altercation.
- If during a lawsuit conducted by SYSGO the further use of software by the contractual partner is prohibited or such a judgment is in SYS-GO’s opinion to be expected, SYSGO may optionally do the following:
a) Change the software in a way that with equal function no property right is infringed any more and/or
b) obtain the right for the contractual partner to further use the software and/or
c) replace the software by another equivalent to it but not infringing property rights and/or
d) take back the software and refund the purchase price to the contrac-tual partner allowing a reasonable amount for the loss of usage and value.
- The above clauses 1. to 3. are only valid if and in so far as the software was used according to the contract and the infringement of property rights was not caused by an alteration of the software made by the contractual partner or by a third party.
- On the occasion of infringements of property rights the contractual partner is not entitled to other claims than the aforementioned.
§ 12 Obligation of Secrecy/Data Protection
- SYSGO undertakes to employ exclusively personnel obliged to data secrecy according to § 5 Federal Data Protection Act (BDSG) when processing personal data.
- SYSGO and its employees commit themselves to secrecy. This obligation of secrecy comprises all information about the contractual partner as well as this partner’s customers, which are classified confi-dential or which are, after the circumstances, recognizable as business or trade secrets. This comprises also the names of the contractual partner’s customers.
- SYSGO and its employees commit themselves not to record nor to pass on nor to make use of this information as far as it is not necessary to achieve the contract purpose. SYSGO bears responsibility that third parties do not obtain knowledge of business and trade secrets of the contractual partner.
- SYSGO will ensure by appropriate contractual agreements that personnel and representatives working for SYSGO also observe these obligations, even after the end of the employment contracts.
- The above clauses 12.2 to 12.4 apply to the contractual partner accordingly.
- Upon request SYSGO gives information on the measures taken to ensure data protection to the contractual partner’s data protection officer.
- SYSGO declares that the technical and organizational measures according to § 9 BDSG were taken.
- The contractual parties notify each other immediately in writing as soon as the suspicion of breach of data protection is identified.
§ 13 Exportation and Re-Exportation
All merchandise delivered under this Agreement is subject to German and EU export control laws and may be subject to export or import regulations in other countries. The contractual partner agrees to comply strictly with all such laws and regulations and acknowledges that he has the responsibility to obtain such licenses to export, re-export, or import as may be required after delivery.
§ 14 General Regulations
- These General Terms and Conditions are supplementary to existing specific regulations between SYSGO and the contractual partner as stipulated in individual contracts. If individual regulations of these Gen-eral Terms and Conditions are opposed to other contractual regulations (e. g. license agreement) then the latter regulations prevail.
- Modifications and amendments of the contract require written form to obtain validity. This applies also to the clause requiring written form and the renunciation of the requirement of written form. Oral supple-ments are not agreed.
- If one of the regulations of these General Terms and Conditions is partially or entirely invalid or becomes invalid or contains a loophole, then the legal effect of the other regulations remains unaffected. Instead of the invalid regulations or a loophole the contractual parties shall primarily agree on a regulation coming as close as possible to the desired economic result of the invalid or incomplete regulation.
- As far as the orderer is a merchant entered as such into the com-mercial register SYSGO’s place of business is the venue; however, SYSGO is also entitled to file action against the contractual partner at the court having jurisdiction at the latter’s place of residence.
- The contractual partner agrees into the storing, the processing and the passing on of personal data to third parties within the limits of the business relations, as far as the contractual partner’s interests warrant-ing protection are observed.
- SYSGO is entitled to point out in public that the contractual partner uses software by SYSGO.
- These General Terms and Conditions and the contracts concluded on the base of these are subject to the law of the Federal Republic of Germany to the exclusion of the UN law on the sale of goods (Conven-tion on Contracts for the International Sale of Goods as per April 11, 1980, “UNCITRALKaufrecht“).
- Place of execution is SYSGO’s registered office.
- The legal relationships between the parties are exclusively subject to the law of the Federal Republic of Germany.
- The above paragraphs represent a convenience translation from the original German version of the AGB. In the event of ambiguity, or differ-ence arising between the original version and this translation, the original German version shall prevail.
SYSGO is specialized in design, implementation and configuration of device software for the embedded market.
Commercial Registry: HRB Mainz 90 HRB 8066
Executive Board: Etienne Butery (CEO), Kai Sablotny (COO)
Supervisory Board Chairman: Marc Darmon
VAT-Id-No.: DE 149062328
© 2016 by SYSGO AG. All rights reserved. SYSGO, ELinOS, PikeOS, CODEO, COGNITO, and other SYSGO products and services mentioned herein as well as their respective logos are trademarks or registered trademarks of SYSGO AG in Germany and in several other countries all over the world. All other product and service names mentioned are the trademarks of their respective companies. Data contained on this website serves informational purposes only. National product specifications may vary. These materials are subject to change without notice. These materials are provided by SYSGO AG for informational purposes only, without representation or warranty of any kind, and SYSGO AG shall not be liable for errors or omissions with respect to the materials. The only warranties for SYSGO AG products and services are those that are set forth in the express warranty statements accompanying such products and services, if any.
The microsite event.sysgo.com is using photos from www.istockphoto.com.