General Terms and Conditions of comspace GmbH & Co. KG

In addition to the statutory provisions and other regulations, the following General Terms and Conditions (GTC) between comspace GmbH & Co. KG and you as
customers:

(1) Scope

1. These GTC apply to all business relations between comspace GmbH & Co. KG (hereinafter referred to as "comspace") and the customer, insofar as the customer is an entrepreneur within the meaning of §14 BGB (German Civil Code) or a legal entity under public law.
2. Conflicting or divergent terms and conditions are not recognized by comspace, unless the validity of these terms and conditions is expressly agreed. This shall also apply if the customer submits or accepts an offer with reference to the predominant validity of his own GTC.
3. These GTC shall, in the respectively current version, also apply to all future transactions with the customer. The respectively valid version is available on request or at www.comspace.de/en/agb/

(2) Estimate
1. At the customer's request, comspace will prepare a cost estimate for the services to be performed.
2. No guarantee is given for the correctness of the cost estimate. Deviations of up to 25% are possible.
3. All services not mentioned in a cost estimate shall be rendered in agreement with the customer or on the customer's instructions and invoiced separately in accordance with the actual expenditure.
4. If the services cannot be carried out without a substantial excess of the cost estimate (>25%), comspace will inform the customer of this in good time. The customer may terminate the contract for this reason. comspace has a claim to remuneration for the service agreed and provided up to that point. A claim for compensation exists for expenses that are not included in the remuneration.

(3) Offers, conclusion of contract, form 
1. The contract is achieved by offer confirmation of the customer or order confirmation by comspace.
2. A certain form, particularly written form, is not necessary.
3. Offers by comspace are, as far as not differently indicated, nonobligatory. comspace is bound to fixed price offers for two weeks, the time of submission of the offer is decisive.
4. No property rights and no rights of use are granted to the customer regarding drawings, drafts, layouts, software and other materials and documents which are handed over in the context of offers and contract negotiations. The transfer to third parties requires the express consent of comspace.

(4) Cooperation
1. The contracting parties shall nominate contact persons for each other, who shall bindingly coordinate all questions relating to the implementation of the contract. In case of absence due to vacation, illness, etc., substitute persons shall be named. The parties must inform each other immediately of any changes in the named persons. Until such notification has been received, the aforementioned contact persons shall be deemed entitled to make and receive declarations within the scope of their previous power of representation.
2. The contact persons communicate with each other at regular intervals and in case of concrete need regarding the progress of the project or obstacles in the
implementation of the contract.
3. comspace will provide the customer with a confirmation of the exchange of information and the agreements between the contact persons in the form of a
conversation protocol. The confirmation is binding for the agreements of the parties unless one of the parties objects immediately after receipt or notice.

(5) Services
1. The details of the service to be rendered by comspace for the customer result from the service description of the respective offer.
2. Without a separate agreement, comspace is not obliged to surrender intermediate results, drafts, source files, etc. leading to the contractual service.
3. comspace is entitled to partial services as far as these are reasonable for the customer.
4. Without a separate agreement, the patent, design, copyright and trademark protection or registrability of the ideas, suggestions, proposals, concepts, drafts and other services supplied within the framework of the contract is not owed.

(6) Participation services
1. The customer supports comspace in the fulfilment of its contractually owed services. In particular, this includes the timely provision of information, materials, data ("content") as well as hardware and software, insofar as the cooperation services of the customer require this.
2. Contents to be made available by the customer are to be made available in a current, directly usable, digital standard format. A list of the formats processed by comspace in this sense can be requested. If it is necessary to convert the content provided by the customer into another format, the customer shall bear the costs incurred for this according to the usual hourly rates of comspace.
3. If the customer realises that his own details, requirements or contents are incorrect, incomplete, not clear or not feasible, he must immediately inform comspace of this and the recognisable consequences thereof.

(7) Changes regarding services
1. If the customer wishes a change of the contractually determined extent of the services, he informs comspace in writing. comspace will check the change request of the customer and its effects on the existing agreement. This examination is to be remunerated according to the usual hourly rate of comspace.
2. comspace will inform the customer of the result of this examination. Either a detailed suggestion for the conversion of the change desire is submitted or it will be explained, why the change request is not workable.
3. If the change is feasible after the result of the examination, the parties will agree on the content of the proposal for the implementation of the change request. If agreement is reached, the contract shall be amended accordingly. If no agreement is reached, the original scope of services shall be retained.
4. Agreed deadlines shall be postponed if and to the extent that they are affected by the amendment procedure, taking into account the duration of the examination, the vote on the amendment proposal and, if applicable, the amendment work to be carried out plus an appropriate start-up period. comspace will inform the customer of the new dates.
5. If comspace wishes to change the contractual scope of the services, it shall inform the customer in writing and submit an implementation proposal in accordance with section 6.2. The further procedure shall be based on sections 6.3 and 6.4. In this case, comspace shall bear the costs associated with the preparation of the proposed change.

(8) Acceptance, approval
1. comspace shall request the customer to release drafts and intermediate results, provided that these can be judged to be reasonable.
2. Change requests after release represent a change in performance (cf. point 6, performance changes)

(9) Access to the electronic project pool, Wiki, customer area
1. comspace operates electronic project pools which can be accessed via Internet. Upon request, the customer will receive an individual password with which access to the respective project tool is possible. The customer may not disclose the password to third parties and must keep it carefully in order to prevent misuse.
2. The customer is obliged to inform comspace immediately if the password has been lost or if he becomes aware that unauthorised third parties have gained knowledge of the password. If the customer does not prove that a third party has used the access to the project tool without his consent, all statements made about the access are attributed to the customer.

(10) Deadlines
1. comspace is not responsible for service delays due to circumstances in the area of responsibility of the customer (e.g. untimely provision of cooperation services) and force majeure (e.g. strike, lockout, general telecommunications disruptions). They entitle comspace to postpone the provision of the relevant services for the duration of the hindrance plus a reasonable start-up period. comspace will notify the customer of delays in performance due to force majeure.

2. If the assertion of rights of the customer presupposes the setting of an appropriate grace period, this shall be at least two weeks.

(11) Rights
1. comspace grants the customer the right to use the services for the purposes on which the contract is based to the contractually agreed extent, subject to the condition precedent of full payment of the agreed remuneration for the services rendered. Unless otherwise agreed, the use shall be restricted locally to the territory of the Federal Republic of Germany.
2. If the customer wants to utilize work designed by comspace in whole or in part beyond the originally agreed purpose or scope, a separate fee agreement to be concluded in advance is required for the compensation of the rights of use. 
3. A transfer of the rights of use or the granting of sub-licenses is only permissible if it is expressly agreed in writing or results from the purpose of the contract.
4. The customer shall not be entitled to change or process the services rendered without separate permission. Modifications and processing which are necessary to achieve the purpose of the contract shall remain excluded from this.
5. The customer is obliged to name comspace on the completed work and its duplicates as the realising agency with a link to the homepage http://www.comspace.de/.
6. Suggestions of the customer or his other cooperation have no influence on the height of the remuneration.

(12) Shipment
1. If the works or items belonging to the execution of the contract are dispatched at the customer's request, the risk of accidental loss or accidental deterioration shall pass to the customer when the goods are handed over to a forwarder or carrier, but no later than when the goods leave the works or warehouse. This transfer of risk shall be independent of whether the goods are dispatched from the place of performance or not.
2. If the shipping route and means of transport have not been agreed individually, comspace may choose the most favourable variant for the shipping route and the means of transport in each case. In making this choice, Comspace will take account of the customer's easily recognisable interests.
3. If the customer requires special packaging, he shall bear the additional costs arising therefrom.

(13) External services
1. comspace will generally order external services necessary for the fulfilment of the order in the name and for the account of the customer.
2. The customer is obliged to grant comspace the necessary powers of attorney on request and to make available power of attorney documents.

(14) Payment
1. If a fixed remuneration has been agreed, comspace shall be entitled to invoice partial payments for self-contained and independently usable parts of the agreed service.
In the case of an order amount of 10,000.00€ or more, comspace can demand an initial deposit of 30% of the order amount from the customer immediately after the order has been placed. As of an order amount of 20.000,- € the customer obliges to such a down payment, if nothing else was agreed.
2. If payment is made on the basis of expenditure of time, in the absence of any other agreement, the respective valid comspace payment rates shall apply. These are available on request. comspace calculates the services performed in person days. One person day corresponds to eight working hours. The smallest billing unit is a quarter of an hour.
3. In the absence of any agreement, the fee recommendations of the Bundesverband Digitale Wirtschaft (BVDW) shall apply.
4. All contractually agreed fees are exclusive of packaging and shipping and plus the applicable statutory value-added tax.
5. If the remuneration is made on the basis of expenditure of time, expenses, travel expenses, which comspace incurs within the framework of the execution of the order, are to be borne by the customer.
6. 0.50 € plus VAT will be charged to the customer for each single kilometre and employee, irrespective of the means of transport chosen. Accommodation costs will be charged according to agreement. If no agreement has been made, 100,- € plus VAT in Germany and 150,- € plus VAT abroad or at trade fairs will be charged per overnight stay.
7. comspace's cost estimates are non-binding with regard to subsequent invoicing, unless otherwise agreed.
8. If it is foreseeable that the actual costs will exceed the costs estimated by comspace in writing by more than 15%, comspace will inform the customer
immediately.
9. The settlement of the account takes place retroactively at the end of the month if nothing else has been contractually agreed upon.

(15) Terms of payment, right of retention, offsetting
1. Unless otherwise expressly agreed, all services are to be rendered in cash and without discount within 14 days of the invoice date. The statutory regulations shall apply with regard to the prerequisites and consequences of the delay. 
2. An offsetting with counterclaims is only permissible if these are undisputed or legally established. In addition, the customer may offset with a counterclaim which has taken the place of a right of retention to which he is entitled from this contractual relationship.
3. The customer's right of retention shall be limited to the same contractual relationship and, in the case of defects, to three times the expenditure required to
remedy the defects. However, the customer may exercise his right of retention due to undisputed or legally established claims.

(16) Claims for defects
1. The customer has a claim to subsequent performance in the event of the defectiveness of a delivery. Comspace is obliged, at its option, to supplementary
performance in the form of rectification of the defect or delivery/production of a new, defect-free item. In the case of a replacement delivery, the customer is obliged to return the defective item.
2. If the supplementary performance fails, the customer can reduce the price or withdraw from the contract without notice. This also applies if comspace refuses subsequent performance or subsequent performance is unreasonable for the customer.
3. The limitation period for claims based on defects is one year.

(17) Liability
1. comspace shall have unlimited liability in the event of intent. In cases of gross negligence and simple negligence in the violation of essential contractual obligations and in the assertion of damages instead of performance, comspace shall be liable for the typically occurring, foreseeable damage. Otherwise, liability for slight negligence is excluded.
2. The liability from assumption of a guarantee or a procurement risk, from delay, because of damages to life, body and health, according to the product liability law and compelling legal regulations remains untouched.
3. The above provisions shall also apply to the personal liability of employees, representatives and vicarious agents.
4 The customer shall be liable in accordance with the statutory provisions.

(18) External content
1. comspace is not responsible for materials and content provided by the customer. comspace is not obliged to check the materials and content for possible violations of the law, but it will inform the customer in good time of any weighty risks that are easily recognisable from its point of view.
2. In the event that comspace itself is used due to the materials and content provided by the customer, the customer shall indemnify and hold comspace harmless.
3. If comspace suffers a damage caused by materials or content of the customer, the customer shall be liable for this damage.
4. The customer is obliged to compensate comspace for the damage (expense, damages) caused by a faulty or improper use (hacking, phishing, spamming, etc.) of the provided systems.

(19) Title retention
1. All delivered services remain the property of comspace until the complete fulfilment of all monetary claims of comspace from its business relations with the customer, even if payments for the concrete service have been made.
2. The customer has to inform comspace immediately in case of enforcement measures.

(20) Confidentiality, reference
1. The contracting parties agree to confidentiality regarding the content and the structure of conditions of each contract and the knowledge gained during its
execution. 
2. Confidentiality shall also apply beyond the termination of the contractual relationship.
3. If one party demands this, the documents handed over by it are to be handed over to it after termination of the contractual relationship, as far as the other party cannot assert any justified interest in these documents.
4. Press releases, information etc. in which one contracting party refers to the other are only permissible after prior written agreement - also by e-mail. Irrespective of this, comspace may name the customer on its website or in other media as a reference customer and copy and distribute the services provided within the framework of self-promotion as well as publicly reproduce them for demonstration purposes and refer to them, unless the customer can make an opposing legitimate interest apply.
5. The customer is informed that unencrypted e-mails are an open medium. Comspace assumes no liability for the confidentiality of e-mails. At the customer's
request, communication can be carried out via encrypted e-mails.

(21) Data protection
1. comspace is entitled to store the data relating to the specific order electronically and to process and use this data for operational purposes in accordance with the statutory provisions.
2. The transfer to third parties is permitted if and as far as this is the subject of the contract - e.g. when registering domains or similar.

(22) Final provisions
1. Place of performance is the place of business of comspace GmbH & Co. KG. 
2. The exclusive place of jurisdiction for all legal disputes arising directly and indirectly from the contractual relationship as well as for its arising and its
effectiveness is Bielefeld. This also applies to disputes arising from documents, bills of exchange and cheques relating to the contractual relationship. However, comspace has the right to claim against the customer before the court at the customer's place of residence or business.
3. For all legal questions resulting from the order and its completion German right applies under exclusion of the convention of the United Nations over contracts over the international goods purchase.
4. Should one or more individual provisions of these GTC be invalid for any reason, the validity of the remaining provisions shall not be affected thereby. Insofar as these General Terms and Conditions contain loopholes, these shall be filled by a provision which takes into account the economic purpose of the contract.

Bielefeld, September 2009