Terms and Conditions
of Codoflow GmbH for SaaS services (Indirect License Distribution)
Table of Contents
- Definitions
1.1 “GTC” are defined in Section 2.1.
1.2 “Modifications” are defined in Section 4.4.
1.3 “Analytics” are defined in Section 6.5.
1.4 “Application” is defined in Section 2.1.
1.5 “Documentation” means the then-current documentation provided by the Codoflow, in writing or electronically, including the Statement of Work, regarding the features, functions and use of the Application and/or the hosted environment.
1.6 “Receiving Party” is defined in Section 12.1.2.
1.7 “New Rights” are defined in Section 6.1.
1.8 “Action” means both a doing and an omission.
1.9 “Force Majeure” is defined in Section 11.3.
1.10 “Customer” is the party placing the order with the reseller.
1.11 “Disclosing Party” is defined in Section 12.1.2.
1.12 “Parties” means the Customer and the Codoflow.
1.13 “Representative” is defined in Section 12.1.5.
1.14 “SaaS” means Software as a Service.
1.15 “Services” are defined in Section 3.3.
1.16 “Contract” is defined in Section 2.3.
1.17 “Confidential Information” is defined in Section 12.1.2.
1.18 “Pre-Existing Components” are defined in Section 6.1.2.
1.19 “Erfüllungsgehilfen” are defined in Section 11.1.
1.20 “DPA” is defined in Section 12.2. - Scope, order of precedence of contractual documents
2.1 These General Terms and Conditions (“GTC”) shall apply to the SaaS Services provided by the Codoflow GmbH, Humboldtstrasse 6, 85609 Aschheim, Germany (the “Codoflow”) and to any further Services agreed upon between the Codoflow and the Customer. SaaS Services include software solution(s) offered via the Internet (“Application”).
2.2 The Customer‘s general terms and conditions shall not apply in connection with the provision of Services by the Codoflow, even if the Codoflow does not expressly object to them. In particular, general terms and conditions shall not become part of the Contract even if the Codoflow begins to provide the service without objecting to any general terms and conditions referred to by the Customer.
2.3 The following order of precedence of the individual contractual documents (collectively, the “Contract”) shall apply:
a. the Service Schedule;
b. the Data Processing Agreement (if agreed);
c. these GTC.
2.4 In the event of any contradictions or inconsistencies, the documents listed first in the order of precedence take precedence over those listed next in the order of precedence. If documents are listed at the same level, the more recent document takes precedence over the older document. - Service description
3.1 The Codoflow provides the Application specified in the Service Schedule as a SaaS service.
3.2 The characteristics and functionality of the Services to be provided by the Codoflow are specified in the the Service Schedule and these GTC. “Services” means all consulting, configuration, implementation, deployment, operation, hosting and support services provided by the Codoflow in relation to the agreed Application. The Codoflow shall not be obliged to provide any Services or performance features not stipulated in the Contract.
3.3 Additional Services besides the provision of the Application as SaaS service shall be provided by the Codoflow only insofar as they are expressly agreed upon. Such additional Services are general services and not subject to a measurable result. - Provision, operation and support of the Application
4.1 The provision of the Application shall be deemed to have taken place as soon as the Codoflow provides the Customer with web-based access to the Application.
4.2 The support times, the average availability of the Application and the other service levels are stipulated in the agreed Service Schedule.
4.3 System notifications and information from the Codoflow relating to the operation, host-ing or support of the Application may also be made available within the Application as well as transmitted to the Customer in electronic form.
4.4 The Codoflow shall be entitled at any time to further develop, restrict or reduce the functionalities of the Application (“Modifications”). The Codoflow shall inform the Customer about Modifications within a reasonable period of time. Modifications shall be communicated to the Customer via email or within the Application. If, as a result of the Modification, the Application cannot be used by the Customer for the contractually agreed or assumed purposes or can only be used by the Customer with severe restrictions, the Customer shall have a special right of termination. A restriction is deemed to be severe if the Application is no longer suitable for the purposes of the Customer which have been recognizable for the Codoflow and have become the basis of the Contract. The Customer shall exercise the special right of termination within three (3) months after becoming aware of the planned Modification by written form notice or via e-mail to the Codoflow. In this case, the contractual relationship shall end on the day on which the Modification comes into effect, at the earliest, however, upon receipt of the notice of termination by the Codoflow. The termination shall not become effective if the Codoflow refrains from implementing the Modification to the Application. - Place and time of performance
5.1 The place of performance for the provision of the Application shall be the location of the servers operating the Application. In all other respects, the Codoflow shall provide the contractual Services at the registered office of the Codoflow.
5.2 Insofar as dates for implementation or completion are agreed, these dates shall only be binding for the Codoflow if they are expressly designated as binding in writing. Otherwise, the dates shall serve as planning parameters for the Codoflow. - Intellectual property, rights of use
6.1 Material property
6.1.1 The Codoflow shall remain the owner of all intellectual property rights in the Application and the results of other Services. All intellectual property rights associated with or embodied in or resulting from the Application (“New Rights”) shall belong exclusively to the Codoflow. This shall also apply if New Rights are based on suggestions, specifications, feedback, requirements, ideas, contributions, comments or other input of the Customer, the users or third parties. New Rights do not include data of the Customer that is processed via the Applications. Unless otherwise agreed, in relation to the Codoflow, the Customer shall exclusively be entitled to all rights in and in relation to the aforementioned Customer data.
6.1.2 Under no circumstances shall the Customer be granted exclusive rights of use to pre-existing components. “Pre-Existing Components” shall mean, in addition to the Application, all components of software developments or other work results developed by the Codoflow or a third-party prior to and/or independently of the Contract. The Codoflow or the third-party shall remain the sole material owner of the Pre-Existing Components.
6.2 License for the Application
6.2.1 The Codoflow grants the Customer the non-exclusive right to use the Application and related developments of the Codoflow for its own business purposes for the duration of the Contract as a SaaS service. Further specifications result from the agreed Service Schedule. The Customer shall comply with the agreed scope of the license, that may stipulate a limited use of the license with regard to the users authorized to use and/or areas of use of the Application. The right of use shall arise upon payment of the first fee due.
6.2.2 The Customer is not allowed to,
a. copy, translate, disassemble, decompile, reverse engineer or otherwise modify any Application, in whole or in part, or create derivative works therefrom; provided that the Documentation may be copied for internal use to the extent necessary;
b. use an Application in a way that violates applicable law, in particular the transmis-sion of information and data that is illegal or infringes the intellectual property rights of third parties;
c. jeopardize or circumvent the operation or security of the Application.
6.2.3 The Customer is liable for the actions of users to whom the Customer has provided access to the Application as for its own actions.
6.3 Results of other Services
With regard to other results of the Codoflow Services, the Customer shall be granted the non-exclusive and permanent right to use these results for Customer own business purposes.
6.4 Analytics data
Subject to the conditions set forth in this section, the Codoflow may create anonymized analytics with aggregated data for which (in part) data of the Customer and information resulting from the use of the Application by the Customer and the users are used (“Analytics”). The data is anonymized and aggregated for the Analytics so that it is impossible to draw conclusions about individual companies or natural persons. The Analytics data is used for product improvements, support improvements, product performance improvements and to review security and data integrity. The Analytics and the process of anonymization are carried out in accordance with the regulations of the General Data Protection Regulation. - Remuneration and billing modalities
7.1 License fees
The reseller’s payment terms apply.
7.2 Remuneration for other Services
If additional Services are commissioned, invoicing by Codoflow shall generally take place after the Services have been rendered, unless the Parties agree otherwise. Services that are billed on the basis of time and effort shall be billed monthly in arrears.
7.3 Billing modalities
7.3.1 All prices quoted by the Codoflow are stated without value added tax. If VAT is payable, the statutory VAT applicable at the time of delivery shall be added to the net price shown. The customer shall also bear all additional taxes incurred, if there are any.
7.3.2 All remunerations shall be due for payment within seven (7) days after invoicing. After expiry of the payment period, the Customer shall be in default. The Codoflow shall be entitled to charge interest on arrears from the date of default in the amount of the applicable default interest rate.
7.3.3 The Codoflow shall, at its own discretion, provide the Customer with the invoice by mail or transmit the invoices to the Customer electronically (e.g. in PDF format via e-mail). The Customer agrees to electronic billing.
7.3.4 The Customer may only offset uncontested or legally established claims and may only base a right of retention on uncontested or legally established claims. - Refund and Cancellation Policy
8.1 Software License Purchases
All purchases of software licenses are final and non-refundable. By completing the transaction, the customer acknowledges and agrees that the software is provided “as is” and that no refunds will be issued under any circumstances, including but not limited to dissatisfaction with functionality, compatibility issues, or change of business needs.
8.2 Subscription Services
Customers may cancel subscription services in accordance with the following terms:
– Monthly Subscriptions: Monthly subscriptions may be cancelled at any time. Cancellation will take effect at the end of the current billing cycle, and no further charges will be incurred. No refunds will be issued for partial months.
– Annual Subscriptions: Annual subscriptions may be cancelled prior to the renewal date. Upon cancellation, access will remain active until the end of the current annual term. No refunds or prorated reimbursements will be provided for unused portions of the subscription period.
All cancellation requests must be submitted through the designated account management portal.
It is the customer’s responsibility to ensure timely cancellation prior to renewal to avoid additional charges. - Cooperation obligations of the Customer
9.1 The general obligations of the Customer to cooperate are listed below. Further obligations of the Customer to cooperate may result from additional agreements between the Codoflow and the Customer.
9.2 The Customer shall cooperate in the performance of the contractual obligations to the extent necessary and free of charge. In particular, the Customer shall provide the Codoflow with all information, data, contents and documents required for the performance of the Services, which the Codoflow requires for the execution of the Contract.
9.3 The Customer shall inform itself and keep itself informed about the essential functional features of the Application as well as its technical requirements (e.g. with regard to hardware requirements, operating systems, supported browser versions, interfaces). The Customer shall be responsible for ensuring that the Customer’s IT systems meet the technical requirements and are up to date. The Codoflow shall not assume any responsibility for the correct display and functioning of the Application if the user uses an Internet browser which is not supported by the Application or which is not up to date.
9.4 The Customer is solely responsible for its IT infrastructure. In particular for its installation and operation. The Customer shall bear all expenses required for the installation and operation of its IT infrastructure itself.
9.5 If the Customer uses software which is not provided by the Codoflow, the Customer shall ensure that it has all rights of use to such software which it uses in connection with the Services of the Codoflow.
9.6 The Customer shall treat its access data to its user account as confidential and shall not make them accessible to third parties. The Customer shall be responsible for any actions carried out under a user account in connection with the password of the respective user. The Customer shall be liable to the Codoflow for actions of the users.
9.7 If files are uploaded, the Customer must ensure that the file format, file name and file size are supported by the Application. The Codoflow is not responsible for the success of the upload of the respective file.
9.8 If the Customer fails to comply or fails to properly comply with required obligations to cooperate, the obligation of the Codoflow to provide Services shall lapse to the respective extent and for the respective period of time during which the provision of Services by the Codoflow is dependent on the prior performance of the Customer’s obligations to cooperate. The Codoflow shall be entitled to demand compensation for any additional expenses incurred due to a missing or delayed act of cooperation. - Assertion of industrial property rights by third parties
10.1 If a third-party claims that the use of the Application infringes the property rights of a third-party, the Customer shall immediately inform the Codoflow thereof in writing and in detail. If the Customer discontinues the use of the Application in order to mitigate damages or for other reasons, the Customer shall inform the third-party that the discontinuation of use does not constitute an acknowledgement of the alleged infringement of property rights.
10.2 The Parties will assist each other to the best of their ability to defend their rights against the third-party and to defend against the alleged infringement or to enter into a commercially reasonable settlement. - Warranty
11.1 Unless otherwise expressly agreed in writing, the provision of Services (in particular development, customizing and implementation services, consulting, training and data export services) shall be governed by the law relating to contracts for services pursuant to Sections 611 et seq. of the German Civil Code (“BGB”). If a service is not provided in accordance with the Contract and if the Codoflow is responsible for this, the Codoflow shall be obliged to provide the service in accordance with the Contract within a reasonable period of time without any additional costs for the Customer. The prerequisite for this is a written complaint by the Customer.
11.2 All information on the Services shall not constitute a guarantee for the quality of the Services, unless a guarantee has been expressly agreed in writing. A certain quality of the Services cannot be derived from advertising materials or public statements if their specific content has not been expressly confirmed by the Codoflow in writing.
11.3 The following warranty provisions shall apply to the provision of the Application in deviation from the aforementioned Section 10.1:
11.3.1 Malfunctions shall be notified in text form by comprehensibly describing the defective mode of operation, as far as possible substantiated by records or other documents illustrating the defects. The notice of defect must allow the reproduction of the defect. The Customer statutory obligations to inspect and give notice of defects shall remain unaffected.
11.3.2 The Codoflow does not assume any warranty for the correct display and functioning of the Application if the Customer uses a web browser which the Codoflow does not support, or which is not up to date.
11.3.3 A material defect shall only exist if the Application deviates in essential parts from its documentation or contractually agreed nature.
11.3.4 In the event of a material defect, the Codoflow shall be entitled to remedy the defect by providing a new version or an update within the scope of the Codoflow’s version, update and upgrade planning. The remedy of the defect may also consist in the Codoflow showing the Customer reasonable possibilities to avoid the effects of the defect.
11.3.5 In the event of defects of title, the Codoflow shall, at its own discretion, either (i) procure for the Customer the right to use the Service as agreed or (ii) modify the Service a way that the allegation of infringement is invalidated, but the contractual use of the Customer is not unreasonably impaired thereby.
11.3.6 A right to perform self-help remedies, in particular according to Section 536a paragraph 2 German Civil Code (‘Bürgerliches Gesetzbuch – BGB’), does not exist.
11.3.7 The warranty is excluded if the malfunctions are based on the fact that
a. the Customer or the users authorized by the Customer have used the Application improperly; whereby improper use shall be deemed to exist, in particular, if the Application is not used in accordance with an existing documentation;
b. the Customer has not performed cooperation obligations or has not performed them in a timely manner.
11.3.8 If the Codoflow renders Services for troubleshooting or correcting malfunctions without being obliged to do so, the Codoflow shall be entitled to demand an expense-related remuneration to a reasonable extent. This shall apply in particular if a reported material defect cannot be reproduced or if the warranty is excluded pursuant to Section 10.3.7 or if it subsequently turns out that there was no defect.
11.4 Warranty claims of the Customer become barred by limitation within one year. In this case, the limitation period begins with the transfer of the defective object of performance. In contrast, the statutory limitation period shall apply if the defect was caused intentionally or by gross negligence, if an injury to life, limb or health has occurred because of a defect caused by slight negligence or if a guarantee has been assumed for the quality of the contractual performance.
11.5 Any liability for damages and wasted expenditures shall be governed exclusively by Section 11. - Liability
12.1 Customer’s liability
The Customer is liable for intent and negligence. The Customer shall be liable for the conduct of its employees, persons employed in performing a contractual obligation for whom the employer is vicariously liable (“Erfüllungsgehilfen”), corporate agents, users and representatives in the same way as for its own conduct.
12.2 Liability of Codoflow
12.2.1 The Codoflow shall be liable without limitation for intent and gross negligence. In all other respects, the limitations stipulated in Sections 11.2.2 to 11.2.7 shall apply.
12.2.2 The Codoflow shall be liable for the negligent breach of obligations the fulfilment of which is essential for the proper performance of the Contract, the breach of which endangers the achievement of the purpose of the Contract and the observance of which the Customer may regularly rely on. In the latter case, however, the Codoflow shall only be liable for the foreseeable damage typical for the Contract. The Codoflow shall not be liable for the negligent breach of obligations other than those mentioned in the preceding sentences.
12.2.3 The liability for damages and reimbursement of wasted expenditures shall be limited per case of breach to the contract value of one contract year or 10,000.00 EUR, whichever maximum sum is lower. If, however, the term of the Contract is less than one year, liability shall be limited to the remuneration paid by the Customer, unless the remuneration paid is higher than the liability sum expressly quantified hereinabove. In the event of several cases of breaches in one contract year, the liability of the Codoflow shall be limited to twice the contract value of one contract year or, if the contract term is less than one year, to twice the remuneration paid or to 50,000.00 EUR, whichever maximum sum is lower.
12.2.4 Loss of profit shall not be reimbursed by the Codoflow. In the event of data loss, the Codoflow shall only reimburse the costs of recovery up to the amount that would have been incurred for the recovery of the data if it had been properly and regularly backed up.
12.2.5 The strict liability for defects already existing at the time of conclusion of the Contract pursuant to Section 536a paragraph 1 BGB is excluded.
12.2.6 Insofar as liability is excluded or limited according to this section, this exclusion or limitation shall also apply to the personal liability of the employees, persons employed in performing a contractual obligation for whom the employer is vicariously liable (‘Erfüllungsgehilfen’) and corporate agents of the Codoflow and all subcontractors of the Codoflow.
12.2.7 The exclusions of liability pursuant to this Section 11.2 shall not apply in the event of injury to life, body and health or insofar as the Codoflow has assumed a guarantee. Liability under the Product Liability Act shall remain unaffected.
11.3 Force Majeure
Neither Party shall be liable to the other Party for any failure or delay in its performance under the Contract due to Force Majeure. “Force Majeure” means any circumstances beyond the reasonable control of either Party, including but not limited to war, terrorist attacks, natural disasters, pandemics, accidents, industrial action; acts of third-parties or official measures or measures by the public authorities and/or courts to the extent that these are not based on fault of the Party whose performance fails to take place or is delayed.
12.4 Limitation
In the event of liability due to intent, gross negligence, personal injury or under the Product Liability Act, the statutory limitation periods shall apply. Otherwise, all claims for damage or reimbursement of futile expenses of the claimant in case of contractual and non-contractual liability shall be subject to a limitation period of one year. The limitation period shall commence at the time when the claimant has knowledge or at least reasonably ought to have had knowledge of the other Party’s breach of duty (negligent lack of knowledge). However, it shall commence at the latest upon expiry of five (5) years from the date on which the claim arose. - Confidentiality and data protection
13.1 Protection of Confidential Information
13.1.1 The Receiving Party may use Confidential Information of the Disclosing Party only for the performance of contractual obligations or – to the extent necessary for this purpose – for the utilization of contractual Services.
13.1.2 “Confidential Information” means information as defined in the sentence 2, which is disclosed by one Party (“Disclosing Party”) to the other Party (“Receiving Party”) or otherwise becomes known to the Receiving Party in the course of the project, irrespective of whether disclosed directly or indirectly in writing, orally or through the viewing of items before or after the signing of the Contract, and whether or not it is the subject of intellectual property. Confidential Information includes (i) prices and terms under this Contract, marketing strategies, financial information or projections, sales estimates and business plans, (ii) plans for products or Services, (iii) inventions, new designs, processes, formulas or technologies, (iv) work in process, source code, (v) any other information designated as confidential or obviously identifiable as Confidential Information of the Disclosing Party.
13.1.3 However, Confidential Information shall not include any information that the Receiving Party can demonstrate (i) was publicly known and generally available prior to the time of disclosure by the Disclosing Party, (ii) becomes publicly known and generally available after disclosure by the Disclosing Party to the Receiving Party without any action or inaction by the Receiving Party, (iii) was already in the Receiving Party’s possession at the time of disclosure by the Disclosing Party, (iv) was obtained by the Receiving Party from a third-party without breach of a confidentiality obligation, or (v) was independently developed by the Receiving Party without reference to or use of the Disclosing Party’s Confidential Information.
13.1.4 In the event that Confidential Information is required to be disclosed due to an order by a public authority or a court or due to a legal obligation, the Receiving Party shall disclose only such Confidential Information that is necessary to comply with the obligation and shall promptly notify the Disclosing Party as soon as and to the extent permitted by law. The Parties shall assist each other, to the extent legally possible, in avoiding disclosure.
13.1.5 The Receiving Party shall treat all Confidential Information as strict confidential and shall exercise a reasonable degree of care, but not less than the degree of care it exercises to protect its own Confidential Information. The Receiving Party shall not disclose any Confidential Information received by it to any third-party (except as otherwise provided in this Contract). Each Party shall be responsible for any breach of this Contract by its managing directors (“Geschäftsführer”), executive staff, employees, agents or representatives (“Representatives”), regardless of whether the respective Representatives were authorized to receive such information under this Contract.
13.2 Data protection
The Parties undertake to comply with the applicable provisions of data protection law.
13.3 Designation as cooperation partner
The Parties may name the other Party in the press, product brochures, financial reports, in their respective websites and in information materials and indicate that a contractual relationship exists or existed between the Parties. Both Parties may revoke this authority at any time in writing vis-à-vis the other Party. - Term of the Contract and consequences of termination
14.1 The Contract shall run for the agreed period. If not agreed otherwise, the Contract is concluded for an indefinite period.
14.2 If provided for on the reseller’s distribution platform, either Party may terminate the Contract before the start of a new renewal period. In all other cases, the Contract may be terminated by either Party without cause with three (3) months’ notice to the end of a contractual year. The extraordinary termination for good cause remains unaffected.
14.3 Notices of termination can be declared in text form or written form.
14.4 In all cases of termination of the Contract – for whatever legal reason – the Customer is obliged to immediately stop using and accessing the Application.
14.5 Until the end of the Contract, the Customer shall be given the opportunity to export the Customer’s data stored in the Application in a standard format. After the end of the Contract, the Codoflow shall delete the data of the Customer remaining in the Application, unless their retention is required due to statutory provisions or for evidentiary purposes.
14.6 In the event that the Contract between the Parties is terminated – for whatever legal reason – those provisions shall continue to apply which, according to their meaning and purpose, would justify their continued Application even after termination of the mutual obligations to perform. This includes in particular the following regulatory areas of these GTC:
– Provisions on confidentiality and data protection;
– Provisions on liability;
– Provisions on remuneration and invoicing until full settlement of outstanding remuneration;
– Final Provisions. - Final provisions
15.1 Amendments to the GTC: Amendments to these GTC shall be offered to the Customer at least one (1) month before their proposed effective date in text form. The Customer’s consent shall be deemed granted if it has not notified its refusal in text form before the proposed effective date of the amendments. The Codoflow shall refer to this approval effect in the notification. A change in the remuneration cannot be obtained via an amendment to these GTC.
15.2 Written form: With the exception of individual agreements, all declarations of intent relevant to the contract and declarations on the exercise of rights as well as reminders and setting of deadlines must be in writing, whereby simple e-mails are not sufficient. The written form shall apply unless otherwise provided for in these GTC. The written form also applies to the amendment and cancellation of this written form clause.
15.3 Assignment: Without the consent of the Codoflow, the Customer may neither assign nor transfer the Contract nor individual contractual rights or obligations to third parties. Sentence 1 does not apply to monetary claims. The Codoflow may assign the Contract to a company affiliated with the Codoflow pursuant to Section 15 et seq. German Stock Corporation Act (“AktG”) or within the scope of a company sale in which the material economic assets are to be transferred to a purchaser.
15.4 Severability clause: Should one or more provisions of the Contract be or become ineffective for any reason whatsoever or should there be gaps in the provisions of this Contract, this shall not affect the validity of the remaining provisions of the Contract.
15.5 Choice of law and place of jurisdiction: The Contract and the contractual relationship between Codoflow and Customer shall be governed by German law to the exclusion of the United Nations Convention on Contracts for the International Sale of Goods (CISG). The conflict of law provisions shall not apply. The courts at Munich, Germany shall have exclusive jurisdiction. For the interpretation of the Contract, the wording of the German language version shall prevail.
Version: August 6th, 2025
SERVICE SCHEDULE Codoflow
- Basic service specification
1.1 To the extent that terms used in this Service Schedule are defined in the General Terms and Conditions for SaaS services and related services of Codoflow GmbH, Humboldtstrasse 6, 85609 Aschheim, Deutschland (the “Codoflow“), the definitions shall also apply to this Service Schedule.
1.2 The Codoflow offers the Customer the use of the web-based Application Codoflow (“Codoflow”). The Application is provided as a SaaS Service.
1.3 The Customer gains access to the Application with the activation of the admin user.
1.4 The Application is accessed via a web browser. The Application supports access via the common web browsers for which the product life cycle has not yet reached the “end of life” status (such as Internet Explorer). - Scope of Services for the Application Codoflow
2.1 The Application enables the Customer to describe its data architecture both graphically and in structured data. This is based on a change management system that relies on versioning and approval processes. This data is organised in system environments to enable release management across the entire IT landscape.
2.2 The Application supports real-time collaboration and enables seamless cooperation across company boundaries. A rights- and role-based access concept provides the basis for this.
2.3 On the basis of the architecture data, the Application provides search and reporting functions to visualise data flows, among other things. Furthermore, the application offers integrations to other third-party solutions. - Availability
3.1 The Codoflow represents and warrants that the actual availability of the Application will not be less than 98 % per year. The actual availability in percent is calculated as follows:
3.2 The “Agreed Availability Time” defined in the above formula is based on 365 days per year (366 days in calendar defined leap years). The measuring point for the availability is the output router of the data centre used by the Codoflow, via which the Application is operated.
3.3 The “Downtime” is the period during which the Application cannot be used in accordance with the Contract. When calculating the Downtime, the unavailability of the Application is disregarded if
3.3.1 the unavailability is due to Force Majeure or other events beyond the control of the Codoflow;
3.3.2 the unavailability is caused by announced or unforeseeable urgent maintenance work, e.g. maintenance work for the elimination of security vulnerabilities;
3.3.3 the unavailability is caused by activities or work of third parties who are not subcontractors of the Codoflow.
3.3.4 the unavailability is caused by the Customer’s failure to cooperate.
3.4 The Codoflow shall be entitled to carry out regular maintenance work (“Planned Maintenance Work”) but shall try to keep the interruptions of the agreed availability time as low as possible. The Codoflow will inform about Planned Maintenance Work at least one (1) week before the start of the maintenance work. - Remedy of malfunctions
4.1 The service time runs from Monday to Friday, from 9:00 a.m. to 5:00 p.m. (CEST/CET), except on national holidays, holidays in the federal state in which Codoflow has its headquarters, as well as on December 24 and 31.
4.2 The Customer and the authorized users may address support requests (in particular malfunction reports) to the Codoflow via ticket system and email.
4.3 Support requests must be reported by the Customer or authorized user, stating a contact address and the reason for the support request. The customer shall also describe the reason for the support request to a reasonable extent and in detail.
4.4 The Codoflow shall be obliged to remedy malfunctions according to the respective degree of malfunction:
4.4.1 Degree 1 means: The use of the Application is impossible or severely restricted so that core functionalities cannot be used. The Customer’s operations are thereby so significantly impaired that a remedy must be found as quickly as possible.
Response Time: 4 hours
Remedy Time: 12 hours
4.4.2 Degree 2 means: The use of the Application is significantly restricted. However, core functionalities of the software are not significantly restricted. A workaround is not possible with reasonable effort.
Response Time: 6 hours
Remedy Time: 15 hours
4.4.3 Degree 3 means: No core functions of the Application are affected. However, business processes are significantly impaired due to faulty or non-executable functions. A work-around is not possible with reasonable effort.
Response Time: 12 hours
Remedy Time: 36 hours
4.4.4 Degree 4 means: A malfunction of degree 4 exists if the malfunction has no or only minor effects on the Customer’s normal business processes.
Response Time: 36 hours
Remedy Time: Within a reasonable period
4.5 The response time begins when the malfunction is reported during the service time. If the report is made outside the service time, the response time begins with the start of the next service time interval.
4.6 The remedy time shall run exclusively within the service times. If the malfunction is not remedied within the remedy time, the Codoflow shall at least submit a solution proposal within the remedy time stating how and by when the malfunction can probably be remedied or moved to a lower malfunction class.
Version: August 6th, 2025