General Terms and Conditions of rissc solutions GmbH, Mathildenstr. 10/1, 71638 Ludwigsburg, legally represented by

by Managing Director Alexander Sperrfechter (hereinafter “RISSC”)

for the printformer, printformer.i.o, and printformer Zaikio Edition products in the cloud           

§ 1 Scope

 These General Terms and Conditions (hereinafter “GTC”), in the version in effect at the time the contract is concluded, govern the temporary provision of the software product selected at the time of ordering (hereinafter “Software”) via the Internet exclusively to businesses (hereinafter “Customers”; RISSC and the Customer together the “Contracting Parties”). These GTC, including their annexes, together with the Customer’s individual details and order data, constitute the contract.

• When entering into the contract, the customer may choose between different editions of the software and optional add-on packages. The applicable terms—such as the scope of support services, the amount of the usage fee, and the retention period for transaction data processed by the software—will be disclosed to the customer upon signing the contract.
• Only this contract shall apply. There are no verbal side agreements between the parties. Any terms and conditions of the customer that differ from or conflict with these General Terms and Conditions shall not apply; this also applies even if RISSC has not expressly objected to the customer’s terms and conditions. If individual contractual agreements are expressly concluded between the customer and RISSC, these shall apply in addition to these General Terms and Conditions and, in case of doubt, shall take precedence over them.
• RISSC is entitled to amend these Terms and Conditions. Revised versions of the Terms and Conditions will be communicated to the customer in writing or by email, with the changes highlighted. They take effect if the customer does not object to the revised version in writing within six weeks of receiving the notice of changes. The customer will be expressly informed of the consequences of failing to act upon receipt of the notice of changes. If the customer objects to the revised version of the Terms and Conditions, the contractual relationship shall continue under the original terms; however, RISSC may terminate the contract extraordinarily with three months’ notice.

§ 2 Conclusion of the Contract

• The presentation of the software on the website does not constitute a legally binding offer from RISSC, but merely a non-binding invitation to the customer to submit an offer. By completing the order by clicking the order button, the customer submits a binding offer to enter into a contract. Before completing the order, the customer can review their order and contract details on a separate page and make corrections if necessary (e.g., select a different software edition).
• RISSC will confirm receipt of the customer’s electronic order by sending an automatic confirmation of receipt via email. This confirmation of receipt does not constitute a binding acceptance of the customer’s offer. It serves solely to inform the customer that their order has been received. The contract is not concluded until the customer’s account is activated. RISSC is free to decline the customer’s orders; the decision to do so is at RISSC’s discretion.
• After the customer places an electronic order via the RISSC website, RISSC stores the customer’s individual order and contract details. RISSC is authorized to contact the customer to verify their identity and, if necessary, to clarify any questions regarding the order. After their customer account has been activated with the “Company Admin” role, the customer can view and update their order and contract details via the software’s user interface. In addition, after their order has been reviewed, each customer will receive a summary of the order and contract details (including the Terms and Conditions incorporated into the contract) via email. The current version of the Terms and Conditions is also available for viewing and printing at any time on the RISSC website. Contracts concluded via the website are in German and/or English.

§ 3 Special Provisions During the Trial Period

• The contract term begins with a trial period during which the software can be used free of charge. The duration of this trial period is determined at the time the contract is signed, specified during the ordering process, and may be extended by RISSC upon request in special cases
• During this trial period, the customer can use all features of the selected edition without restrictions, set up operational master data, and test the workflow. The contract data required for future billing must be entered by the end of the first month to ensure a smooth process.
• The free trial period ends automatically.

§ 4 Main Services; Scope of Software Functionality 

• RISSC makes the software available to the Customer for use via the Internet in its currently released version for the duration of the contract. The software is not transferred to the Customer on a permanent basis (purchase). Along with the software, the Customer has access to electronic user documentation in the form of online help in German.
• If RISSC develops additional modules, language versions, and/or new functionalities for the software during the term of the contract, it may, at its sole discretion, incorporate these into the standard version of the software and make them available to the customer (e.g., as part of a regular update) without additional compensation, or offer them to the customer separately as part of new editions or add-on packages in exchange for a corresponding increase in the usage fee. The customer has no entitlement to the free provision of such newly developed modules, language versions, or functionalities.
• During the term of the agreement, RISSC provides the customer with storage space in an external data center for storing the transaction data processed by the software (hosting). The data is stored for the period applicable to the software edition selected by the customer on external servers operated by a third party on behalf of RISSC. The costs for storing the transaction data are covered by the standard usage fee. The customer is not authorized to transfer the storage space to a third party, in whole or in part, whether for a fee or free of charge.
• RISSC is entitled to have the contractually agreed services performed by third parties acting as subcontractors; in particular, RISSC uses an external data center where the software is hosted and the customer’s transaction data is stored
• As part of the ongoing improvement and further development of the software, new features and services may be added, modified, or removed during the term of the contract, provided that this does not result in a material limitation of the contractually agreed services, does not jeopardize the achievement of the purpose of the contract, and the change is reasonable for the customer

§ 5 Granting of Rights of Use

• All copyrights and other intellectual property rights in the software, including the user documentation, are exclusively owned by RISSC in relation to the customer. The customer is granted only the non-exclusive rights of use described in more detail below to the
• The Customer is granted a non-exclusive, non-transferable, and non-sublicensable right to use the Software for its own business purposes, limited to the term of the Agreement. All other rights, in particular the right to reproduce, distribute (including (sub)leasing), modify, and make publicly available, remain with The software may be used by the customer exclusively for the purpose specified in the contract; the intended use of the software is specified in detail in the corresponding description of the intended uses on the RISSC website. Any use of the software beyond its intended purpose is prohibited.
• The customer is not authorized to use the software for the business purposes of third parties, to allow third parties to use it on their behalf, or to make it available to third parties. This does not apply to third parties who, pursuant to a written order from the customer, are entrusted with activities related to the execution of the customer’s transactions
• The transaction data belongs to the Customer. The Customer grants RISSC all rights necessary for the performance of the contract with respect to the data transmitted by the Customer, in particular the right to store and process the Customer’s transaction data. Furthermore, the Customer grants RISSC the right to evaluate the transaction data processed by the software in an anonymized form for analysis and benchmarking purposes, and to combine, reproduce, and edit such data for these purposes. RISSC ensures that the customer cannot be identified (even indirectly) by third parties in the event of any publication of the results. Any other use of the data by RISSC or the disclosure of non-anonymized data to third parties is not permitted.

§ 6 Services

During the term of this Agreement, RISSC shall provide the services described in more detail in this Section 6 and—unless otherwise specified below—covered by the standard transaction-based usage fee:

• RISSC will make the software available to the customer in a ready-to-use condition and maintain it throughout the term of the agreement. RISSC will make generally available updates to the software available to the customer centrally throughout the term of the agreement.
• For questions regarding the application and use of the software, an online help section is available to the customer in the customer portal for the duration of their contract. In the event of malfunctions or errors that prevent the use of the software in whole or in part, the customer may contact the service email address support@rissc.com or open a ticket in the support portal. If the customer uses the Enterprise Edition of the software, a hotline is also available in the event of malfunctions or errors that prevent use.
• The customer shall describe any software malfunctions or errors in sufficient detail to enable RISSC to reproduce and investigate them. RISSC shall resolve properly reported errors as part of its obligation to provide maintenance, in accordance with the provisions of Section 8 and the terms of the SLA in Appendix B.
• At the customer’s request, RISSC may provide optional consulting and support services for the implementation and use of the software, such as assistance with configuration, training for the customer’s employees, or support during system commissioning. This also includes the customized provision of all stored transaction data in a format specified by the customer. These services are provided at the customer’s request and billed separately to the customer on a time-and-materials basis in accordance with RISSC’s current annual price list and training terms and conditions.

§ 7 Customer Responsibility and Cooperation

• The customer shall provide all cooperation required for the use of the software, in particular as specifically listed and described in this Section 7 and in the appendices
• The Customer is responsible for ensuring that the hardware, software, and internet connection it uses meet the minimum technical requirements necessary for the proper use of the Software, as described by RISSC in Appendix A. The Customer is solely responsible for obtaining a suitable internet browser with which to access the Software. The customer may not use any software or other technical devices that could jeopardize the functioning of the software. In particular, the customer is not permitted to access the software and its transaction data using technical means other than those listed in Appendix A.
• The Customer agrees not to store any content on the storage space whose transmission, storage, or use violates applicable law or agreements with third parties (e.g., confidentiality agreements). The Customer shall not tamper with the software and shall not store any data on RISSC’s servers that damages or jeopardizes the software, the servers, other IT infrastructure, or data belonging to other customers. Furthermore, the Customer shall not misappropriate data belonging to other customers and shall not overload the provided storage space with exceptionally large amounts of data that are not necessary for processing their transactions.
• The customer bears sole responsibility for complying with all legal requirements regarding the processing of its transactions and the storage, retention, and archiving of its data. This includes compliance with general commercial and tax law retention periods, as well as any applicable specific (e.g., industry-specific) retention obligations and periods (e.g., for certain environmental data). As part of their duty to mitigate damages, the customer shall take appropriate precautions in the event of data loss, in particular by regularly checking their own IT systems and regularly creating backup copies of their transaction data processed with the software using the export function provided by RISSC for this purpose.
• Any expenses incurred by RISSC due to the customer’s failure to cooperate, delayed cooperation, or improper cooperation—in particular due to the use of outdated or faulty interfaces, incorrect use of the software, incorrect, incomplete, contradictory, outdated, or non-compliant data, or delays on the part of the customer, shall be billed to the customer separately on a time-and-materials basis in accordance with RISSC’s currently valid annual price list. Further rights of RISSC remain unaffected by this provision.

 § 8 Warranty

• RISSC makes no warranty regarding the results and outputs generated by the software, in particular as to their timeliness, accuracy, quality, and completeness, to the extent that these are based on the customer’s input. Neither RISSC nor the software verifies the accuracy of the transaction data entered by the customer or
• RISSC warrants that the software complies with the product description on the website rissc.com and the user documentation and is free from third-party intellectual property rights that prevent or restrict the contractual use of the software. The customer may only assert claims for defects that are reproducible or can be described by the customer in a comprehensible manner. In particular, functional impairments of the software resulting from the customer’s hardware or software environment, faulty data, improper use, or other circumstances within the customer’s sphere of responsibility do not constitute defects. RISSC assumes no warranty for software integrations with the customer’s systems that were not created by RISSC.
• Software defects that have been properly reported will be addressed by RISSC during the term of this Agreement as part of the maintenance and repair obligations covered by the usage fee, within a reasonable period of time and in accordance with the detailed provisions of the SLA in Appendix B
• The customer may exercise the right of termination under Section 543(2)(1) of the German Civil Code (BGB) only if the customer has first requested RISSC in writing to remedy the defect, setting a reasonable deadline of at least two weeks, and that deadline has expired without result.
• RISSC shall pay damages and reimburse futile expenses only within the limits of Section 9.

§ 9 Liability

• If RISSC provides services to the customer without charging a fee, e.g., by making the software available during a free trial period, RISSC shall be liable in such cases only for intentional acts and gross negligence
• Contrary to the statutory provision of Section 536a of the German Civil Code (BGB), RISSC shall be liable for defects in the software that existed at the time the contract was concluded only if RISSC is responsible for such defects.
• Furthermore, RISSC shall pay damages and reimburse futile expenses, regardless of the legal basis (e.g., breach of contractual obligations, tort), only to the following extent:
  • in cases of fraud, willful misconduct, or gross negligence, in full;
  • in cases of simple negligence, only in the event of a breach of an essential contractual obligation (provided none of the cases of unlimited liability listed in this Section 9 apply), the fulfillment of which is essential for the proper performance of the contract and on which the customer may reasonably rely (so-called cardinal obligation), and only up to the amount of damage typically foreseeable at the time the contract was concluded, but in no event exceeding ten times the net amount paid for usage fees in the two months prior to the occurrence of the damage.
• Except in cases of willful misconduct or gross negligence, and provided that RISSC has not breached a fundamental obligation, RISSC shall be liable for data loss only to the extent of the damage that would have occurred even if the customer had performed proper and risk-appropriate data backups, limited to the net usage fees paid during the twelve months preceding the occurrence of the damage—

§ 10 Confidentiality; Login Credentials; Data Protection

• The parties mutually agree to treat confidential RISSC information and documents belonging to the other party—whether obviously confidential or designated as such by the other party—as trade and business secrets. In particular, the Customer shall treat all programs, documentation, and other materials provided by RISSC as trade and business secrets of RISSC and not to disclose them to unauthorized third parties.
• The software may only be used by the customer’s employees and by third parties designated by the customer. Such third parties must be required in writing by the customer to maintain confidentiality prior to accessing the software. The customer may not allow other third parties to use the software or access the cloud interface, either directly or indirectly.
• The customer is prohibited from disclosing their personal login credentials for the customer account to the software’s cloud interface to unauthorized third parties. All login credentials must be kept secure so that third parties cannot access them. The customer shall notify RISSC immediately if there is any suspicion that unauthorized third parties may have gained knowledge of them. If there is suspicion that third parties have gained unauthorized access to the login credentials, RISSC is entitled to temporarily block the customer’s access to their customer account or to the software’s cloud interface.
• RISSC uses an external data center operator to fulfill its contractual obligations. The customer has no right to specify or use a particular data center operator. However, RISSC will always ensure that the data centers used are located within the EU and that—according to the information provided by the respective data center operator—no customer data is transferred to countries outside the EU. The browser connection to the data center is SSL-encrypted. The relevant security measures at the external data center include, in particular, physical security, logical security, operational security, and data protection.
• The customer uses the provided hardware and software solely to process and store its own operational transaction data. To the extent that the customer’s data provided to RISSC contains personal information, the customer, as the data controller, is responsible for compliance with data protection regulations. The customer ensures that the relevant legal requirements for the transmission to and processing by RISSC are met. In this context, to ensure that the end user can provide a comprehensive self-disclosure regarding data protection in accordance with the European General Data Protection Regulation (GDPR), it is imperative to ensure that input fields are filled out for their intended purpose and that no personal data—such as UserID, name, phone number, email addresses, etc.—is entered in free-text fields (e.g., comment fields).             Insofar as the customer processes personal data using the software, they shall request the Data Processing Agreement (DPA) from RISSC, sign it, and send it to the following address at RISSC: rissc solutions GmbH, Mathildenstrasse 10/1, 71638 Ludwigsburg, Germany. RISSC is entitled to transfer the provided data to the operator of the respective contracted external data center for the purpose of fulfilling the contract.

§ 11 Term and Termination

• Unless otherwise agreed, the contract shall initially remain in effect until the end of the month following the month in which it was concluded. It shall thereafter be automatically extended for an additional month unless either party terminates it by giving two (2) weeks’ notice prior to the end of the respective term.
• Upgrading to a higher edition and/or adding supplementary packages is possible at any time, with a transition period of typically one to three months. The original contract term remains unaffected by this. A downgrade to a lower edition is possible at the end of the respective contract term and must be notified by the customer no later than one business week before the end of the respective contract term. Upon the change taking effect, the fee amount for subsequent transactions will be adjusted accordingly.
• The right of both contracting parties to terminate the contract for cause remains unaffected. For RISSC, cause exists in particular if the customer is in default of payment for a significant portion of the fees or otherwise breaches material obligations under the contract. At its discretion, RISSC may, in the event of good cause, initially temporarily block the customer’s access to the software’s cloud interface and to their transaction data, and may request the customer to remedy the breach of obligation and fulfill the contract within a reasonable period of time. Further rights of RISSC remain unaffected by this.
• For a notice of termination to be effective, it must
• RISSC is not obligated to store, archive, and/or make the customer’s data available for access beyond the date of termination of this agreement

§ 12 Compensation and Terms of Payment 

• Payment for the contractual services is based on a fixed base fee plus a transaction-based usage fee (collectively referred to below as the “usage fee”). The transaction-based usage fee may be structured as a usage fee per individual transaction or tiered according to transaction blocks. The amount of the usage fee depends, on the one hand, on the software edition selected by the customer upon conclusion of the contract and the selected
• RISSC bills the usage fee monthly at the beginning of each calendar month for the preceding month. The customer receives the invoice as a PDF document via email at the email address provided in their customer account.
• RISSC has the right to adjust both the base fee and the transaction-based usage fee by providing written or email notice at least six weeks prior to the end of the calendar year, in line with general price trends (taking into account the development of the consumer price index, www.destatis.de). Such an adjustment may not exceed the aforementioned fee amounts from the preceding calendar year by more than 10%. If the usage fee is increased by more than 5%, the customer may terminate the contract in writing with four weeks’ notice effective at the end of the calendar year.
• Services for which the customer is required to pay separately on a time-and-materials basis will be invoiced monthly at the beginning of the following month. Unless otherwise agreed in individual cases, the hourly rates listed in RISSC’s current annual price list shall apply. Travel time incurred by RISSC employees during on-site assignments will be recorded separately as working hours and billed to the customer on a time-and-materials basis. Travel costs and expenses will be invoiced additionally in the amount actually incurred.
• All compensation components are subject to applicable statutory taxes and must be paid by the customer in full within 14 calendar days of the invoice date. The customer may raise objections to the invoice in writing, stating the reasons, only within 14 calendar days of the invoice date.
• If the customer defaults on payment of the fee, RISSC shall be entitled, following a prior reminder and the setting of a reasonable grace period (under threat of suspension if payment is not made), to suspend the customer’s access to the software’s cloud interface and to the customer’s transaction data until all outstanding and due invoices have been paid in full. Further rights of RISSC arising from the default in payment (in particular the right to terminate the contract for cause) remain unaffected.

§ 13 Final Provisions

• If the customer agrees to be listed as a reference customer, RISSC is authorized to publish the customer’s logos, trademarks, and names in reference lists and professional articles (in print and online formats), where applicable in conjunction with statements whose content has been coordinated (e.g., press releases). This consent may be revoked at any time in writing or by email to info@rissc.com . Amendments and additions to the contract must be in writing to be effective. Any waiver of this written form requirement must also be in writing. To satisfy the written form requirement under this contract, transmission by fax is sufficient (but not by email, unless otherwise specified in this contract).
• If any provision of this contract is or becomes invalid or unenforceable, the validity of the remaining provisions shall remain unaffected. The parties shall mutually agree to replace the invalid or unenforceable provision with a provision that is as economically equivalent as possible. The same applies to any gaps in the contract.
• The customer may transfer the rights and obligations under this agreement to a third party only with the prior written consent of RISSC.
• RISSC naturally complies with the requirements of the German Minimum Wage Act (MiLoG) and is committed to passing these obligations on to its subcontractors and, where necessary, verifying their compliance.
• This agreement is governed exclusively by the laws of the Federal Republic of Germany, to the exclusion of the United Nations Convention on Contracts for the International Sale of Goods. The exclusive venue for all disputes arising from this contractual relationship is