General

Hubdrive renders its services and delivers its products solely (only) on the basis of this terms & conditions. Any additional terms & conditions or general purchasing terms of the contracting party are hereby rejected. Handwritten annotations on the order form are invalid. Offers have a validity period of 10 days after delivery.

1 Terms & Conditions for Software Licenses

1.1 General

The minimum order quantity is three licenses, also for re-orders and upgrades.

1.1.1 Warranty

The warranty period for Dynamics HR Management software is 6 months. Errors in programs of third parties that Hubdrive did not develop but has simply installed or adapted shall not be covered by Hubdrive's warranty. Costs for eliminating such errors, for example through service packs or hotfixes of the individual manufacturers, will be billed according to Hubdrive's price list. Hubdrive cannot ensure that the corresponding manufacturers offer bug fixes.

1.1.2 Billing, Payment and Shipment

Payments made by the client are always accounted against the earliest open demands. E-mails and fax messages of Hubdrive are considered as written documents. All prices shall be net prices to be paid at once, plus the legal value added tax.

The following invoicing regulations and payment terms shall apply, according to the country of the customer and the license type.

1.1.2.1 Purchased software licenses

1.1.2.2 Software license subscriptions

1.1.2.3 Available Payment Methods

Area

Currency

Subscription

Purchase

Germany, Austria, Switzerland

EUR

Mastercard,

VISA

Bank transfer,

Mastercard,

VISA

Rest of EU

EUR

Mastercard,

VISA

Mastercard,

VISA

If Amount >10,000: Bank transfer

USA and Rest of World

USD

Mastercard,

VISA,

American Express

Mastercard,

VISA,

American Express,

If Amount >10,000: Bank transfer

International bank transfer payments shall be made as OUR bank transfers, i.e. the payer assumes all bank fees.

1.1.3 Liability

Hubdrive is liable for damage caused as follows:

This limited liability is final. It is applicable to all claims for damages, regardless of their legal bases, particularly with regard to pre-contractual or auxiliary contractual claims.

In no case will the liability exceed the purchase price of the software or the value of Hubdrive's liability insurance.

In the event Hubdrive is found to be culpable for the loss of data, Hubdrive's liability is limited to the expenses for the copying of the back-up copies and for the reconstruction of data which would be lost also in case of regularly back-ups. The customer shall be responsible for making back-up copies. The customer is obliged to make back-up copies of their data at least once a day. Failure to comply with this obligation is deemed to be contributory negligence.

1.1.4 Reference

The customer grants Hubdrive the right for mentioning the customer’s company name and company logo for marketing purposes.

1.1.5 Reference Agreement

The customer agrees to become an Hubdrive reference customer on the condition that they are satisfied with the software.

Becoming a reference customer starts with a customer satisfaction call. A quote of the customer satisfaction call will be published on the Hubdrive website along with the customer’s company name and company logo. The content will be approved by the customer prior to publishing.

Furthermore, Hubdrive's Marketing Team is entitiled to create a reference story with the customer. Additionally, other Hubdrive prospects and customers can contact the customer. Such calls will be advised and scheduled between Hubdrive and the customer.

In case the customer is not satisfied with the software, it can be disagreed any time.

1.1.6 Confidentiality and Data Protection

The parties of the contract mutually agree to treat all information and documentation as well as materials (in particular software and stored data) with no expiration as confidential or secret, as long and to the extent that it is not proven public knowledge. Such confidential information, which is characterized by a contractor as confidential or secret, must also be treated as a business or trade secret. Also, the contractual parties guarantee that all their employees, representatives, or agents that they engage to fulfill this contract shall treat such information as confidential.

Excluded by this regulation is the legitimate request for information by official agencies, such as supervisory authorities, law enforcement agencies or courts.

In accordance with this contract, Hubdrive will process relevant personal data in strict accordance with the German federal data protection act.

The regulations in this paragraph shall remain valid even after the expiration of this contract.

1.1.7 Performance and Jurisdiction

The legal relationships between the parties are rising out of, or in connection with this contract, shall be governed by the laws of the Federal Republic of Germany. The laws of the Federal Republic of Germany are exclusively applicable, excluding the reference rules of Private International Law and excluding the UN Convention on Contracts for the International Sale of Goods (CSIG). Place of performance and jurisdiction respectively is Würzburg, Germany.

1.1.8 Modifications, Supplementary Agreements, and Severability clause

Amendments to this agreement must be made in writing. Verbal agreements are not seen as valid.

If any provision or provisions of this contract shall be held to be invalid, illegal, unenforceable or in conflict with the law of any jurisdiction, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby. In the place of the invalid or unenforceable provision, a reasonable provision shall apply which insofar as legally possible comes closest to fulfilling the original intention of the parties to the contract had they considered this point upon conclusion of the contract. The preceding provisions apply accordingly in the case that the contract is incomplete.

1.2 Software licenses

1.2.1 Delivery of Software

Hubdrive shall provide the customer with the software as compiled code. Delivery includes an installation manual and an operating manual in electronic form. Functionality of the software is contained in the operating manual.

1.2.2 Right of Use

For payment of the specified license fee, Hubdrive grants the customer a non-exclusive and non-transferable, perpetual license to use the ordered software components as quoted before.

Any usage which makes the license available to third parties as a part of hosting, renting, or leasing is prohibited.

The customer is entitled to the extent necessary to make backup copies and copies of user documentation for internal use. The customer is obliged to protect the software and all documentation against unauthorized copying.

1.3 Software Subscription

As an alternative to buying Dynamics HR Management it can be subscribed to. For this purpose, the customer arranges a subscription.

The software subscription licenses can then be used at a Microsoft CRM hosting provider on Microsoft CRM online or in an On Premise environment at the customer themselves.

Subscription licenses can be combined with purchased Microsoft CRM licenses.

There must always be a minimum of at least 3 license subscriptions.

The minimum duration of the subscription is 12 months. Billing is done monthly in advance.

After the minimum duration, the subscription and the individual amount of subscription seats can be terminated at any time by giving 3 months written notice from the end of the month. Termination letters, Faxes, or E-Mails are valid forms of correspondence.

In the instance a license subscription is cancelled, the customer is obligated to settle the remaining balance of the subscription contract period, one month after the cancellation has been received. The customer will then receive a license which is valid until the end of the contract period.

1.4 Licensing

Dynamics HR Management shall be licensed per user within one Microsoft CRM organization. The number of users using the particular functions either in part or in whole is relevant.

There are different roles available for licenses. The scope is listed in the product description.

The number of users to be licensed can be less than the amount of Microsoft Dynamics CRM Users.

1.5 Activation

Dynamics HR Management is protected by software activation. The customer shall receive the software together with an activation key which enables running the software in one Microsoft CRM organization deployment only.

If the customer would like to use the software in another environment, Hubdrive will provide the customer with a new activation key based on the condition that the previous installation is deactivated. The changeover is charged as an additional fee.

1.6 Requirements for Operation

For operating Dynamics HR Management, a fully functional Microsoft Dynamics CRM system from version 2011 as well as minimum one user license with administrator rights is required. This Microsoft CRM user license is used for Dynamics HR Management to perform functions and operations. It can be used contemporaneously by customers for other purposes.

1.7 Documentation

The customer is entitled to user documentation. He shall receive this, and an installation manual, in electronic formats.

When a new rollup of Hubdrive is released, updated documentation will be available in the customer portal within 3 months after the final version is available.

2 Terms & Conditions for Maintenance Contracts

2.1 Maintenance

With the purchase respectively subscription of a software license a maintenance contract is concluded between Hubdrive and the customer.

The maintenance contract entitles the customer to free upgrades, updates, hotfixes, and technical support for settings the configuration of the software during the period of the contract.

End-User support is not included in the maintenance contract. Should the customer request additional training for the general usage of the software, the services are delivered according to the terms & conditions for professional services and accruing costs will be charged according to Hubdrive's price list.

2.1.1 Software Updates

Dynamics HR Management is continuously optimized and developed. In the scope of the maintenance contract, the customer is entitled to all published major releases, upgrades, updates and hotfixes for all licensed components.

In this context, upgrade relates to a new product version with extended functionality.

Updates include small to medium extended functions and possible bug fixes.

Hotfixes are updates that eliminate specific critical errors of the product.

2.1.2 Definition of Support Level

End-User Support: questions of end users regarding the general usage of the software.

Technical Support: support regarding installation and configuration of the solution as well as solving technical issues.

2.1.3 Support

The maintenance contract entitles the customer technical support via remote support for ensuring the installation and the correct functioning of the software. The customer should enter new support cases by the customer portal on the website www.Dynamics-HR-Management.com.

Hubdrive shall analyze the faulty software parts and give advice via telephone or E-Mail on how to eliminate the error.

In particular, an error exists if the program does not fulfill the functions stated in the manual, produces wrong results or shows errors in a repeatable manner so that the use of the program is impossible or considerably limited.

The removal of errors shall either be made by hotfixes, updates or personal support by an Hubdrive employee. Provided this is acceptable to the customer, Hubdrive may restrict itself to provide information on how to remove the error. In this case, the customer is obliged to carry out the measures himself. This applies in particular for installing updates and hotfixes. The measure to be used depends on the error and the way to remove it.

Hubdrive employees are not allowed to change the customers system by themselves by using input devices.

If Hubdrive provides support to the customers’ issues that was caused by the customer (e.g. such as deleting the database by an employee of the customer etc.), the customer would be charged an additional fee according to the pricelist. This also applies retro actively.

2.2 Boundaries and Conditions

Both parties agree upon the following limitations and conditions:

Should failures occur during the use or the operation of the software, then the customer shall inform Hubdrive only by a predetermined employee or use an online support system provided by Hubdrive.

The customer shall provide all necessary information for analysis of the malfunction.

Dynamics HR Management may be installed by the customer itself or by Hubdrive. If the customer decides on a fee-based installation by Hubdrive, it corresponds to the import of the Solution in Microsoft Dynamics CRM 2013, 2015 or Microsoft Dynamics CRM Online.

The verification and compliance of the underlying system is provided by the customer.

In the event that the customer has modified forms, the data fields including their contents will be retained. The data fields of Dynamics HR Management will be supplemented. The forms themselves will only show the Dynamics HR Management fields. If the customer wants to continue to use standard fields or customized fields, it needs to reactivate these forms and re-implement its Java scripts if necessary.

Hubdrive recommends that prior to the import of Dynamics HR Management, the customer adds their own customizations to a separate unmanaged solution and exports the solution as a backup.

If Hubdrive makes the above mentioned changes to the customers’ independent solution, these changes are not included in the scope of the installation or maintenance contract. The customer would be charged an additional fee.

Dynamics HR Management fields and functions should not be removed in order to ensure complete functionality.

2.3 Technical deployment of support

Hubdrive uses the remote management software “GoToMeeting”, “Netviewer“ and “Microsoft Lync” for remote support services. The use of these programs is covered by this contract. The customer shall care for all technical requirements for the use these programs (e.g. such as opening the correct firewall ports).

Should the customer request the use of another remote maintenance software, they shall bear the costs for setting up the software at Hubdrive and for operating the software at Hubdrive if necessary. In the event that there is no remote support possible with a customer, the customer shall bear the travel costs and the travel times.

All phone calls and online sessions are recorded for quality assurance purposes.

2.4 Service Hours

Hubdrive guarantees reaction times within 2 working days after the notification of the malfunction.

2.5 Obligations of the Customer

The following conditions must be guaranteed for the contractual support of Dynamics HR Management programs:

2.6 Costs of the Maintenance Contract

2.6.1 Purchase of Licenses

The costs of the maintenance contract are calculated based on the amount of purchased licenses.

The annual costs for the maintenance contract is 20% of the calculation basis. The calculation basis depends on the customer’s purchased number of user licenses on the renewal date, multiplied with the license list price per role.

In case of further purchase, the contract will be immediately renewed for another twelve (12) months from the first day of the following month. Newly purchased licenses will be unified with the existing licenses to one contract. The full amount of these licenses will be invoiced for twelve (12) months. Already paid maintenance concerning previously existing license amounts will be deducted.

The license price shall be the price according to the price list for Dynamics HR Management valid at the time of purchase. This means that later, possible increases in the license price have no effect on the calculation base of the maintenance agreement. Discounts or project prices with rebates are not taken into consideration for the calculation of the maintenance fee.

The customer shall receive an invoice from Hubdrive when the annual maintenance fee is due. The calculation of the fee shall be made annually, one year in advance.

Invoices for the maintenance fee are to be paid in full within 14 days after receipt of the invoice. For late payments, Hubdrive shall charge an interest rate from the due date that is 4% above the basic interest rate of the European Central Bank.

Compensation is only authorized for counter claims that have been allowed or found legally valid. The exercise of a right of retention is impermissible.

2.6.2 Available Payment Methods

Area

Currency

Amount

< 10,000

Amount

> 10,000

Germany, Austria, Switzerland

EUR

Bank transfer,

Mastercard,

VISA

Bank transfer,

Mastercard,

VISA

Rest of EU

EUR

Mastercard,

VISA

Bank transfer,

Mastercard,

VISA

USA and Rest of World

USD

Mastercard,

VISA,

American Express

Bank transfer,

Mastercard,

VISA,

American Express

International bank transfer payments must be made as OUR bank transfers, i.e. the payer assumes all bank fees.

2.6.3 Subscription Licenses

The maintenance contract is included in the monthly subscription price.

2.7 Duration and Termination for Purchase

The maintenance contract shall take effect with the customer’s order of the software.

The term starts on the 1st of the month following the order date. The maintenance contract shall continue for an indefinite period.

The contract is valid for twelve (12) full calendar months. The contract will be renewed automatically for twelve (12) months unless written cancellation is received from either party, at least four (4) months prior to the contract end date.

The contractual parties can terminate the contract without observing any period of notice if one of the following cases occurs:

Cancellations must be made in written form by letter, fax or email.

2.8 Duration and termination of subscriptions

The maintenance contract included with the subscription licenses expires when the subscription ends.

3 Terms & Conditions for Professional Services and 3rd-Party Software

3.1 General

Hubdrive and Dynamics HR Management are trademarks of Hubdrive GmbH. Hubdrive GmbH, Beethovenstrasse 5, 97080 Würzburg, Germany is the legal entity and takes the responsibility as a supplier. All further reference to Hubdrive or Dynamics HR Management is defined as further trademark, product and service of Hubdrive GmbH.

3.1.1 Invoicing and Payment Terms

Payments made by the client are always accounted against the earliest open demands. E-mails and fax messages of Hubdriveare considered as written documents. All prices shall be net prices to be paid at once, plus the legal value added tax.

The following invoicing regulations and payment terms shall apply, according to the country of the customer and the rendered service.

3.1.1.1 For Germany, Austria, Switzerland

3.1.1.2 For all other countries (USA, EU, Rest of world)

3.1.2 Available Payment Methods

Area

Currency

Amount

< 10,000

Amount

> 10,000

Germany, Austria, Switzerland

EUR

Bank transfer,

Mastercard,

VISA

Bank transfer,

Mastercard,

VISA

Rest of EU

EUR

Mastercard,

VISA

Bank transfer,

Mastercard,

VISA

USA and Rest of World

USD

Mastercard,

VISA,

American Express

Bank transfer,

Mastercard,

VISA,

American Express

International bank transfer payments must be made as OUR bank transfers, i.e. the payer assumes all bank fees.

3.1.3 Liability

Hubdrive is liable for damage caused as follows:

This limited liability is final. The limitations on liability shall apply to all claims for damages, regardless of their legal ground, especially with regard to contractual contract-related claims.

In no case will the liability exceed the value of Hubdrive's liability insurance and the price of the rendered services.

In the event Hubdrive is culpably responsible for the loss of data, Hubdrive's liability is limited to the expenses for the copying of the back-up copies and for the reconstruction of data which would be lost also in case of regularly back-ups. The client shall be responsible for making back-up copies. The client is obliged to make back-up copies of his data at least once a day. Failure to comply with this obligation is deemed to be contributory negligence.

3.1.4 Confidentiality and Data Protection

The parties of the contract mutually agree to treat all information and documentation as well as materials (in particular software and stored data) with no expiration as confidential or secret, as long and to the extent that it is not proven public knowledge. Such confidential information, which is characterized by a contractor as confidential or secret, must also be treated as a business or trade secret. Also, the contractual parties guarantee that all their employees, representatives, or agents that they engage to fulfill this contract shall treat such information as confidential.

Excluded by this regulation is the legitimate request for information by official agencies, such as supervisory authorities, law enforcement agencies or courts.

In accordance with this contract, Hubdrive will process relevant personal data in strict accordance with the German federal data protection act.

The regulations in this paragraph shall remain valid even after the expiration of this contract.

3.1.5 Rights to Work Results

All copyrights in the scope of services rendered in a project, e.g. program codes, process models and process flow structures, remain in the possession and for unrestricted use of Hubdrive. The unrestricted use and further use of programs documented in the scope of a project on the part of the client shall not be affected by this. In general, program code shall be rendered in compiled format and processes shall be provided in PDF formats.

The rights of use are transferred only when the contractually agreed payments have been made in full.

3.1.6 Cooperation Obligations

The client shall fulfill various obligations in the scope of installations, implementations, projects, or trainings. As a matter of principle, it is the client's contractual obligation (cardinal obligation) to fulfill these cooperation obligations. The proper provision of services by Hubdrive requires that the client and his representatives and/or vicarious agent fulfill their cooperation obligations in time and in a qualified manner.

Hubdrive shall point out delays of the cooperation obligations and submit a written reminder for their compliance. Furthermore, Hubdrive shall point out further consequences if the cooperation obligations are not fulfilled. Delays of the project and any resulting additional costs due to delayed provision of cooperation obligations by the client and his representatives and/or vicarious agent or are not the responsibility of Hubdrive nor its representatives and/or its vicarious agent, shall be at the expense of the client and on no account of Hubdrive.

3.1.7 Dates

All services are rendered in the scope of the time schedule agreed between the parties. The compliance with these dates implies that the client shall fulfill his cooperation obligations independently and in a qualified and punctual manner, and, in particular, shall provide the information, documents, permissions and approvals requested by Hubdrive. If these requirements are not met, the delivery periods will adequately be extended, however, at least by the period of the delay.

Appointments for services will be agreed upon directly after receipt of order.

Ordered services have to be retrieved within 6 months after order date.

3.1.8 Warranty

Both parties agree upon a 3-month warranty period for Hubdrive services and software. Errors in programs of third parties that Hubdrive does not develop but has simply installed or adapted shall not be covered by Hubdrive warranty. Costs for eliminating such errors, for example through service packs or hotfixes of the individual manufacturers, will be charged according to Hubdrive's price list. Hubdrive cannot ensure that the corresponding manufacturers offer bug fixes.

3.1.9 Place of Jurisdiction and Performance

All legal relationships between the contracting parties from or in connection with this contract are subject exclusively to the laws of the Federal German Republic. The law of the Federal Republic of Germany is exclusively applicable, excluding the reference rules of Private International Law and excluding the UN Convention on Contracts for the International Sale of Goods (CISG). Place of jurisdiction and place of performance shall be Würzburg, Germany.

3.1.10 Modifications, Supplementary Agreements, Severability

Amendments to this agreement must be made in writing. Verbal agreements are not seen as valid.

If any provision or provisions of this contract shall be held to be invalid, illegal, unenforceable or in conflict with the law of any jurisdiction, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby. In the place of the invalid or unenforceable provision, a reasonable provision shall apply which insofar as legally possible comes closest to fulfilling the original intention of the parties to the contract had they considered this point upon conclusion of the contract. The same shall apply to any loophole in the contract.

3.2 Services

Only relevant by order of services.

3.2.1 Definition Man-Day

One man-day equals to eight hours (Monday to Friday) between 6 am and 12 pm. Outside this period of time and on Saturdays, an extra charge of 50% of the respective day rate is added. For services on Sundays and holidays an extra charge of 100% of the respective day rate is added.

3.2.2 Requirements for Services

The client designates a contact person as the project manager for Hubdrive as well as a substitute. The contact person or his substitute shall be available to Hubdrive for queries during regular business hours. Furthermore, the client provides Hubdrive with one or several technical contact persons who are familiar with the client's systems, and are available to Hubdrive for queries and support during regular business hours.

The client provides the entire content and data in all languages required. Should image material be required (company logos, etc.), it shall be provided by the client in digital formats (TIFF, JPG, GIF or EPS) of sufficient resolution and quality, and license-free. The client provides Hubdrive with all required data. Should adjustments or additions to the program or Hubdrive renewed tests become necessary due to subsequent changes of the data by the client, the costs for this will be charged according to Hubdrive's price list.

Should the information provided by the client be insufficiently documented and this fact is noticed in advance by Hubdrive, Hubdriveshall inform the client and request additional information. Should additional rework or costs occur due to insufficient specifications by the client that were not apparent for Hubdrive at first, they will be charged according to Hubdrive's price list.

Should the place of work not be Würzburg for the Hubdrive employee , the client will provide a suitable infrastructure for the work environment of the Hubdrive employee. Apart from a workplace in accordance with the German national ordinance governing VDU workplaces, this also includes access to the internet and a telephone connection.

3.2.3 Cancellation of Services

In the instance that the customer fails to keep service and appointment dates, the following charges will apply:

These percentage figures relate to

3.3 Feature Extensions

Feature Extensions are enhancements of Dynamics HR Management which are ordered by a customer and are financed or co-financed by the customer.

The functions defined for a Feature Extension are delivered to the customer within a regular Rollup Update.

The customer is obligated to pay the amount for the Feature Extension and requires a valid maintenance contract when the Feature Extension is published.

If the customer has subscribed for Dynamics HR Management, deviant from chapter Software Subscriptions, the minimum duration for the subscription is extended to 5 years.

3.4 Software

Only relevant by order of individual software.

3.4.1 Field of application

This chapter gives attention exclusively to software components which are individually manufactured for the customer.

For the standard software of the brand Dynamics HR Management as well as for products of third party providers, separate agreements are in effect.

3.4.2 Delivery of software

Hubdrive will provide a compiled version of the software to the customer.

Delivery of this software includes an installation guide and an operating guide only if both parties have agreed to this in writing and the customer pays for the effort of creating the documents.

3.4.3 Maintenance

Tentative required maintenance of standard software products as well as individual software components are agreed in a separate maintenance contract.