(Status: 01.07.2025)
A. General Part

1 Validity of the General Terms and Conditions – Definitions

1.1 These General Terms and Conditions (GTCs) are an integral part of all offers and contracts for address deliveries and related services or other transactions of Schober Information Group Deutschland GmbH, Leinfelden (“Schober”) with customers. In the event of contradictions between these GTCs and the content of an offer individually agreed with the customer or an order confirmation, the provisions of the offer or the order confirmation shall take precedence.

1.2 Schober generally provides its services in Leinfelden-Echterdingen, Germany at the business premises of Schober.

1.3 The GTCs apply exclusively to transactions with entrepreneurs within the meaning of § 14 BGB (German Civil Code).

1.4 Deviating or conflicting general terms and conditions of the customer shall only apply if Schober expressly agrees to their validity in text form. The provision of services without objection does not constitute implied consent.

1.5 These General Terms and Conditions also apply to all future business relationships with the customer, provided they are expressly referred to again when the contract is concluded.

1.6 The following definitions apply in these General Terms and Conditions, unless otherwise stated in the respective context or in a separate provision:

 “Address data” or “address lists” means structured data records containing postal or electronic address information and, where applicable, additional characteristics (e.g. sector, function, company size) relating to natural or legal persons.

 “Address supply contract” means the contract concluded between the customer and Schober or – in the case of address brokerage – between the customer and a third-party supplier for the use of address data.

“Third-party supplier” is an external data provider from whom Schober obtains address data and makes it available to the customer for use in its own name or in the name of a third party.

“One-time use” is the one-time implementation of an address-based measure (e.g. mailing or telephone campaign) in which the supplied addresses and other data are used. Any further storage, reuse or evaluation is deemed to be multiple use.

“Customer” refers exclusively to entrepreneurs within the meaning of § 14 BGB (German Civil Code) with whom Schober concludes address procurement contracts.

“Misuse” shall be deemed to exist if address data is used multiple times, stored permanently or passed on to third parties without a corresponding contractual basis.

 “Personal data” within the meaning of these GTC are those within the meaning of Art. 4 No. 1 GDPR, insofar as they are contained in the address data supplied.

“Returns” are address data records returned by post or digitally as undeliverable.

1.7 Insofar as terms are used in these GTC that are also defined in the General Data Protection Regulation (GDPR) – in particular “personal data” “processing” “controller” “processor” “data subject” and/or “consent” – the definitions pursuant to Art. 4 GDPR as amended from time to time shall apply.

2 Conclusion of contract

2.1 Unless otherwise stipulated in our offers, Schober’s offers are non-binding. A contract is concluded with the confirmation of the order (order confirmation) by Schober, but at the latest with the provision of the service.

3 Prices

3.1 The number of addresses stated in our offers may change slightly after confirmation of the order due to constant additions and disposals up to the time of delivery. The number of addresses actually delivered shall be invoiced. If a minimum order value has been agreed, this shall form the lower price limit.

3.2 Unless otherwise agreed, price increases are permitted up to a maximum of 5% in the case of continuing obligations, for the first time after the expiry of a twelve-month contract term and then at most once every 12 months. They must be notified to the customer at least 6 weeks before they come into effect. If the customer does not agree to price increases and these amount to more than 5% on the basis of the last price level, the user may terminate the respective individual agreement extraordinarily within a period of 6 weeks from notification of the planned increase with a notice period of 4 weeks to the end of the month. During the remaining term, the conditions prior to the increase shall continue to apply unchanged.

3.3 All our prices are net prices plus VAT at the applicable rate.

3.4 Invoices and partial invoices from Schober are payable immediately upon receipt of the invoice without deduction, unless otherwise agreed. If the user is in default of payment, Schober is entitled to demand default interest in the amount of 9% above the respective base interest rate. The assertion of further damages is not excluded.

3.5 Schober is authorised to assign all payment claims arising from this contract to a collection agency for the purpose of collection in its own name.

3.6 Objections to an invoice from Schober must be asserted by the customer in text form (e.g. by e-mail to fi@schober.de) within 28 calendar days of receipt of the invoice. After expiry of this period, the invoice shall be deemed approved, provided that Schober has expressly informed the customer of this period and the consequences of a failure to object in a prominent manner in the respective invoice. Legal claims of the customer in the event of justified objections remain unaffected.

3.7 Offsetting against counterclaims of the customer is only permitted if these counterclaims are not disputed by us or if they have been legally established.

4 Rights and obligations of the customer in the event of defects

4.1 The customer is solely responsible for the devices (hardware and software) used by him and their suitability for data transmission. A failure of his equipment shall not release him from his obligation to pay.

4.2 The customer is obliged to provide all necessary cooperation in good time in order to obtain the service.

4.3 The customer shall bear the risk of loss of data during transmission to the application.

4.4 In the event of defects in the purchased services, the customer must first set Schober a reasonable deadline for subsequent fulfilment before asserting a right of reduction or withdrawal. Setting a deadline is dispensable if, according to statutory provisions, the exercise of warranty rights is permitted without setting a deadline for subsequent fulfilment. Schober is entitled, at its own discretion, to provide subsequent fulfilment through rectification or replacement delivery or a combination thereof.

4.5 The customer is obliged to inspect the purchased services for obvious defects immediately after provision and to notify Schober of such defects in text form immediately, but at the latest within 10 calendar days after provision. Hidden defects must be reported in text form immediately after their discovery, but at the latest within 10 calendar days of discovery. If a defect is not reported in good time, the services shall be deemed approved in accordance with § 377 HGB. Late notification shall lead to the exclusion of warranty rights with regard to the defect in question, unless Schober has fraudulently concealed the defect.

4.6 If Schober processes data substances of the customer, the customer is responsible for ensuring that all data substances collected by the customer have been collected with legally impeccable consent for advertising purposes, which is necessary to enable the use of the data substances agreed and assumed with Schober. Schober is entitled to demand proof of a random check of the submission of declarations of consent from the customer within a reasonable period of time.

5. exemption

5.1 Should a claim be made against Schober by third parties due to an infringement of rights by the customer of any kind, the customer shall indemnify Schober against such claims upon first request and undertakes to assume all costs arising therefrom (in particular lawyer’s, court and expert costs) upon first request by Schober or – at Schober’s discretion – to reimburse Schober. In particular, this also includes costs in connection with an appropriate defence against such claims.

6 Liability

6.1 Schober warrants that the purchased services have the agreed quality and are free from defects that cancel or significantly reduce the value or suitability for the usual use or the use assumed under the contract . Schober also guarantees that the customer’s agreed right of use is not encumbered with third-party rights.

6.2 Schober is not liable for the functionality of the data lines to its server, in the event of power failures or for service restrictions or service failures due to force majeure or events that regularly make performance significantly more difficult or impossible. These include in particular strikes, lockouts, official orders, the failure of communication networks and gateways of other operators, disruptions in the area of the respective line provider and disruptions that lie within the risk area of other network providers.

6.3 Schober compiles the address data provided with the careful research, selection and ongoing updating customary in the industry. However, due to the natural fluctuation within the respective target groups and the constantly changing data situation, Schober does not guarantee that all addresses are correct, complete or up-to-date and complete for each industry or target group at the time of delivery. Similarly, no guarantee can be given for the accuracy of the content of all additional information.

6.4 The address data is obtained, among other things, from generally accessible sources, publicly accessible directories and from voluntary information provided by third parties – in particular in the context of surveys. Schober can therefore not guarantee that the respective addressee continues to fulfil or has ever actually fulfilled the information provided.

6.5 Returns due to undeliverable addresses (returns) cannot be completely avoided for the aforementioned reasons and do not constitute a defect within the meaning of warranty law. Such unavoidable returns shall not be remunerated or reimbursed unless this has been expressly agreed individually. In the case of services within the scope of address brokerage in accordance with Section C, the special provisions therein shall apply with priority.

6.6 In the event of slight negligence on the part of Schober, its legal representative or a vicarious agent, Schober’s liability is limited to the breach of essential contractual obligations (cardinal obligations) and to the typically foreseeable, direct damage. Essential contractual obligations are abstractly those obligations whose fulfilment is essential for the proper execution of the contract and on whose compliance the customer may regularly rely. Otherwise, Schober’s liability for slight negligence is excluded.

6.7 All contractual warranty claims and claims for damages against Schober shall expire 12 months after the date on which they arise.

6.8 Notwithstanding the provisions under this Section 6, Schober shall be liable without limitation for damages resulting from injury to life, limb or health that are based on an intentional or grossly negligent breach of duty by Schober or its legal representative or a vicarious agent.

7 Data protection and control rights of Schober

7.1 If the services of Schober contain personal data, these will only be transmitted by Schober if there is at least one legal basis for the data processing.

7.2 The customer undertakes to process personal data in the services provided by Schober only if there is a legal basis for their use. Schober shall randomly check the existence of a corresponding legal basis with the customer before delivery of the agreed services and during the contractual relationship and is entitled to refuse the service if there is no sufficient legal basis for the purchase of the respective service. For this purpose, the customer must keep suitable records of the legal basis for its data processing in the services purchased from Schober for at least 12 months after delivery of the purchased services and make them available to Schober on request.

7.3 Objections by data subjects to the customer with regard to individual address data or other personal data in the services purchased from Schober must be observed by the customer within the statutory time limits. In the case of global objections by data subjects, the customer must report such objections to Schober immediately upon receipt of the objection in question.

7.4 Schober recommends that the customer check the individual address data in the services purchased from Schober against the DDV Robinson list (www.ichhabediewahl.de) before using them for advertising purposes in order to be able to observe blocking of data subjects.

7.5 Personal data in the services purchased from Schober must be deleted by the customer immediately after the end of the contract term, at the latest within 14 days, and a confirmation of the deletion must be sent to Schober in text form without being requested to do so.

7.6 When using the services purchased from Schober for advertising purposes, the customer must ensure that data subjects are informed in a suitable form of their right to object to the processing of their personal data. In addition, the information obligations under Art. 14 GDPR must be properly fulfilled insofar as personal data is involved that has not been collected from the data subject themselves. This information must be provided in the advertising communication with the data subjects either according to the text templates provided by Schober or in coordination with Schober.

7.7 In the event that personal data is used multiple times by the customer, Schober fulfils its notification obligation under Art. 19 GDPR regarding subsequent corrections or deletions of personal data or a restriction of processing in accordance with Art. 16 GDPR, Art. 17 (1) GDPR and Art. 18 GDPR by updating the personal data obtained. The customer must comply with such updates immediately upon delivery.

7.8 Schober also processes the customer’s personal data in compliance with relevant laws, in particular the EU General Data Protection Regulation (GDPR). Further information on the handling of personal information can be found at https://schober.de/datenschutz/.

8 Subcontractors

8.1 Unless expressly agreed otherwise or permitted by law without the express consent of the customer, Schober is authorised to commission subcontractors to provide all or part of the agreed services.

B. Business data – use of addresses; prohibition of multiple use

1.1 Our business address data is protected by the database manufacturer in accordance with § 87b ff. UrhG. It may only be used to the extent agreed with us.

1.2 Unless otherwise agreed when the order is placed, all address data supplied by Schober is intended exclusively for one-off advertising use by the customer. Any use beyond this – in particular multiple use, permanent storage or disclosure to third parties – is not permitted and is considered improper use of data within the meaning of Section 8.3.

To control misuse, individualised control addresses are generated for each address delivery and integrated into the data. Proof of an offence can be provided by presenting such a control address. In this case, the customer bears the burden of presentation and proof of lawful use.

8.3 The customer undertakes to pay a contractual penalty for each proven case of misuse of the address data supplied by Schober by the customer – in particular in the event of unauthorised multiple use or disclosure to third parties. The amount of the contractual penalty is up to ten times the net price of the address order from which the misused address originates. The specific amount will be determined by Schober at its reasonable discretion and can be reviewed for reasonableness by a court in the event of a dispute.

Any contractual penalty paid shall be offset against any claims for damages. Further statutory or contractual claims of Schober remain unaffected.

C. Supplementary terms and conditions for address brokerage

The following terms and conditions apply in addition to our General Terms and Conditions in the event that Schober brokers address lists of a third-party address owner (third-party supplier) for the customer.

1 address broker
1.1 Unless otherwise expressly stipulated in the order confirmation, Schober brokers address data for the customer in the name and for the account of a third-party supplier. In this case, the address delivery contract is concluded exclusively between the customer and the third-party supplier. Schober is neither a contractual partner nor does it provide its own guarantee for the data provided. Schober shall only be liable in the event of its own breach of duty, in particular in the selection of the third-party supplier or the brokerage activity (see Sections 6.1, 6.2).

1.2 However, if the contract for the use of the address data is concluded by Schober itself with the customer or if billing is carried out via Schober, Schober acts as the contractual partner. In this case, Schober is liable for the proper fulfilment of the assumed service obligations (see Section 6.1). Insofar as Schober merely forwards address data or uses information from a third-party supplier without checking or processing its content, the restrictions from Sections 6.3 to 6.5 shall apply in addition.

1.3 In all cases, Schober is not liable for defects in the content of the address data supplied, which are based exclusively on incorrect, outdated or incomplete information from the third-party supplier, unless Schober has selected the data source incorrectly due to gross negligence or intent or has not identified obvious errors.

1.4 The customer recognises that the address delivery contract – subject to deviating provisions in the order confirmation – is concluded either with the respective third-party supplier or with Schober, depending on the circumstances. If the contract is fulfilled by the third-party supplier, its contractual provisions shall apply exclusively. In the case of a contract with Schober, the liability regulations according to Clause 6 shall also apply.

2 Acceptance by the third-party supplier

2.1 If Schober submits address offers on behalf of a third-party supplier, these are subject to change and require express acceptance by the respective third-party supplier. The third-party supplier is entitled to refuse acceptance of an order without giving reasons or to make it dependent on the fulfilment of additional conditions – in particular the prior submission of a sample of the advertising material with which the delivered addresses are to be used.

3 Copyright – Right of use

3.1 The address data supplied is subject to database producer’s rights in accordance with § 87b UrhG. The data shall remain the property of the respective third-party supplier and shall be leased to the customer – subject to any deviating provision in the order confirmation – for one-off promotional use to the contractually agreed extent.

3.2 Any use beyond the one-time use – in particular multiple use, permanent storage or transfer to third parties – is only permitted on the basis of a separate written permanent use agreement with the third-party supplier. To protect against unauthorised use, individualised control addresses are inserted into the address data supplied. Misuse can be proven by presenting such a control address

3.3 The rented address data may only be processed and used in compliance with the applicable data protection regulations – in particular the General Data Protection Regulation (GDPR). The customer is responsible for compliance with the data protection requirements for advertising use.

4 Contractual penalty

4.1 If the customer breaches the restrictions on use set out in this subsection – in particular through unauthorised multiple use, disclosure or unauthorised use of the leased address data – the customer shall be obliged to pay a contractual penalty.

The contractual penalty shall amount to up to ten times the net invoice amount of the address order from which the address used in breach of contract originates. If several orders were delivered or commissioned together, the contractual penalty may be based on the total amount of this delivery.

The specific amount of the contractual penalty shall be determined by Schober at its reasonable discretion, taking into account the type, scope and severity of the infringement; in the event of a dispute, the appropriateness of the penalty may be reviewed by a court. Any contractual penalty paid shall be offset against any claim for damages. Further claims by Schober or the third-party supplier remain unaffected.

5 Returns

5.1 Due to the natural fluctuation within the respective address groups – in particular due to relocations, business closures or incorrect information provided by third parties – addresses that cannot be delivered by post (returns) cannot be completely avoided, even with careful data maintenance.

5.2 Such returns shall not be deemed to be a defect in the delivered service, provided that the delivery was made within the scope of the contractually agreed data quality. No remuneration or reimbursement shall be made for returns.

5.3 Deviating regulations on returns compensation require an express written agreement with Schober or – in the case of direct delivery – with the respective third-party supplier.

D. Supplementary terms and conditions for data synchronisation with databases of Deutsche Post Adress GmbH & Co.

In the event that Schober performs data synchronisation services for its customers using the products of Deutsche Post Adress GmbH & Co. KG, such services shall be provided in the name and on behalf of Deutsche Post Adress GmbH & Co. In all other respects, the General Terms and Conditions (GTC) of Deutsche Post Adress GmbH & Co. KG as amended from time to time shall apply exclusively. All GTC can be downloaded in full as a PDF file at www.postadress.de/agb. If it is not possible to download the GTC, they can also be requested in writing, by e-mail (info@postadress.de) or by telephone on 05241/ 5393-0.

1. Final provisions

1.1 Schober is authorised to refer to the cooperation with customers in its reference list or when Schober participates in third-party project tenders, unless otherwise agreed in individual cases.

1.2 Further project references and their use for Schober’s marketing are only permitted with the prior consent of the customer.

2.1 German law shall apply exclusively. The United Nations Convention on Contracts for the International Sale of Goods (CISG) shall not apply. The place of fulfilment for all contractual services is Stuttgart. If the customer is a merchant within the meaning of the German Commercial Code (HGB), a legal entity under public law or a special fund under public law, the exclusive place of jurisdiction for all disputes arising from and in connection with this contract shall be Stuttgart. Mandatory exclusive places of jurisdiction remain unaffected.

(as at: 01.07.2025)

1. general

1.1 These General Terms and Conditions (GTCs) are an integral part of all offers and contracts for services in connection with the software solution “universal data orchestration platform” – udo (hereinafter referred to as “the services”) of Schober Information Group Deutschland GmbH, Leinfelden (“Schober”) with customers. In the event of contradictions between these GTCs and the content of an offer individually agreed with the customer or an order confirmation, the provisions of the offer or order confirmation shall take precedence.

1.2 Schober generally provides its services in Leinfelden-Echterdingen, Germany at the business premises of Schober.

1.3 The GTCs apply exclusively to transactions with entrepreneurs within the meaning of § 14 BGB (German Civil Code).

1.4 Deviating or conflicting general terms and conditions of the customer shall only apply if Schober expressly agrees to their validity in text form. The provision of services without objection does not constitute implied consent.

1.5 These General Terms and Conditions also apply to all future business relationships with the customer, provided they are expressly referred to again when the contract is concluded.

1.6 The applicable licence and usage concept of Schober – including platform usage categories, data volumes and associated price models – is available at https://schober.de/udo/lizenzmodell. It becomes part of the contract unless a deviating individual agreement has been made or a deviating platform utilisation category is documented in the offer or order confirmation.

2 Definitions

2.1 The following definitions apply in these GTC, unless otherwise stated in the respective context or in a separate provision:

“Acceptable services” are contractually owed services or partial services, the contractual provision of which is objectively verifiable, in particular configured modules, interfaces, data structures, workflows or comparable functional components, and which are subject to acceptance expressly or according to the content of the contract.

“Application” or “udo” refers to the universal data orchestration platform provided by Schober in the contractually agreed form, as it results from the offer, the service description, a documented change request and the platform usage category assigned to the customer.

If no individual specification has been made, the service description published at https://schober.de/udo/ at the time the contract is concluded shall apply in its currently valid version.

“Change Request” refers to a documented request initiated by a party to change, extend or restrict the originally agreed scope of services. A change request shall only become binding once it has been expressly confirmed by both parties, at least by email, with reference to the contract, service agreement or order concerned, and a specific adjustment to the service content, schedule or remuneration has been specified.

“Intellectual Property Rights” means all copyright, patent rights, trade mark rights, design rights, utility model rights, rights in or relating to databases, rights in or relating to computer programs (software), rights in or relating to confidential information, know-how and/or trade and business secrets, rights in or relating to domain names and all other intellectual property rights (registered or unregistered, existing or nascent) worldwide, including expectancy rights and rights in or relating to applications and/or pending registrations.

“Customer” refers exclusively to an entrepreneur within the meaning of Section 14 of the German Civil Code (BGB) who concludes a contract with Schober for the use of the application.

“Services” refers to all services provided or contractually owed by Schober to the customer in connection with the udo application. These include in particular the granting of rights of use to the application, accompanying configuration or customisation services, training and other services or works.

The specific scope of services results from the respective offer, the contractual service description, a confirmed change request and the platform usage category assigned to the customer in accordance with Schober’s applicable licence model.

“Licensed content” refers to the scope of functions made available to the customer within the scope of the application as well as any activated content, data and modules, as they result from the contract, the scope of services of udo or supplementary agreements.

“Licence period” refers to the period for which the customer is contractually granted use of the application. It begins with the initial provision of the application by Schober and, unless otherwise agreed, is 12 months. The licence period is extended by a further 12 months in each case, unless the contract is terminated by one of the parties with a notice period of 3 months to the end of the current licence period. The term ‘licence period’ also includes all renewal periods.

“Bulk data” “Bulk data” within the meaning of these GTC are structured or unstructured data records (i) which exceed the contractually agreed data volume – in terms of upload, processing or storage – by more than 20% on a one-off or cumulative basis, or (ii) which are suitable for classifying the customer in a higher platform usage category in accordance with Schober’s current licence model. In addition, data is considered mass data if it exceeds a volume of more than 10 million individual objects – in particular data records or records – or 10 GB of user data, regardless of whether it is permanently stored or only temporarily processed.

“Platform usage category” means the categorisation of the customer in a performance class defined by Schober on the basis of the agreed or actually used data volume, the function usage and/or the system load. The platform usage category determines in particular the scope of the available services, support level, usage rights and the licence price structure in accordance with Schober’s current licence and usage concept.

“Confidential information” is information within the meaning of Section 2 (1) of the German Trade Secrets Act, in particular and expressly all notifications, information, records and documents relating to and in connection with the agreement, the application and the service, regardless of the form, on which storage medium and regardless of any respective confidential labelling, which Schober discloses to the customer within the framework of the contract or a separate confidentiality agreement between the customer and Schober and which is labelled as confidential or would normally be considered confidential information under the given circumstances. Confidential information is not information (i) that was already known to the customer, (ii) that becomes public through no fault of the customer, (iii) that was independently developed by the customer or (iv) that was lawfully made available to the customer by a third party.

3 Conclusion of contract

3.1 Unless otherwise stipulated in our offers, Schober’s offers are non-binding. A contract is concluded with an electronic confirmation by the customer through an electronic agreement conclusion system (click-to-accept) or at the latest with the confirmation of the order (order confirmation) or, if this takes place at an earlier point in time, through the provision of the service by Schober.

3.2 Contract amendments by way of a change request become binding as soon as they have been confirmed by both parties in text form (§ 126b BGB), e.g. by e-mail or via a documented electronic release procedure. A change request shall also be deemed accepted if the customer uses the modified service productively without objection or takes it into live operation.

4 Prices- delay – right of retention

4.1 The prices stated in our offers shall apply. If an offer also includes the licence of address data, the number of addresses stated in the offer may change slightly after conclusion of the contract due to constant additions and disposals up to the time of delivery.

4.2 Unless otherwise agreed, price increases of a maximum of 5% are permitted in the case of continuing obligations, for the first time after the expiry of a twelve-month contract term within the meaning of Clause 13.1 and then at most once every 12 months. The customer must be notified of such increases at least 6 weeks before they come into effect. If the customer does not agree to price increases and these amount to more than 5% on the basis of the last price level, the user may terminate the respective contract extraordinarily within a period of 6 weeks from notification of the planned increase with a notice period of 4 weeks to the end of the month. During the remaining term, the conditions prior to the increase shall continue to apply unchanged.

4.3 In the event that the contractually agreed data limits are repeatedly exceeded by more than 15% in two consecutive cases, Schober is entitled to demand the higher licence price of the corresponding platform usage category in accordance with the current Schober price model from the time of written notification to the customer, provided that the customer has been expressly informed of this possibility in advance.

4.4 All our prices are net prices plus VAT at the applicable rate.

4.5 Invoices and partial invoices from Schober are payable immediately upon receipt of the invoice without deduction, unless otherwise stated in the respective offer. If the user is in default of payment, Schober is entitled to demand default interest in the amount of 9% above the respective base interest rate. The assertion of further damages is not excluded.

4.6 Schober is authorised to assign all payment claims arising from this contract to a collection agency for the purpose of collection in its own name.

4.7 Objections to an invoice from Schober must be asserted by the customer in text form (e.g. by e-mail to fi@schober.de) within 28 calendar days of receipt of the invoice. After expiry of this period, the invoice shall be deemed approved, provided that Schober has expressly informed the customer of this period and the consequences of a failure to object in a prominent manner in the respective invoice. Legal claims of the customer in the event of justified complaints remain unaffected.

4.8 Offsetting against counterclaims of the customer is only permitted if these counterclaims are not disputed by us or if they have been legally established.

4.9 The current classification of the customer in a platform usage category as well as the associated prices, data volumes and functional scopes result from the relevant licence and usage concept of Schober, which is an integral part of the contract as an attachment to the offer or order confirmation.

If no individual agreement has been made, the conditions of the version of Schober’s licence and usage concept valid at the time of conclusion of the contract, available at https://schober.de/udo/lizenzmodell or made available to the customer in text form on request, shall apply.

4.10 If the customer defaults on payment of fees due, Schober shall be entitled, after prior warning and setting a reasonable grace period of at least seven (7) calendar days and expressly threatening to temporarily block access to the application or withhold services, to suspend performance until the arrears have been paid in full. The assertion of further legal or contractual rights – in particular to extraordinary termination – remains unaffected.

5 Right of use

5.1 Unless expressly agreed otherwise, Schober grants the customer a simple, non-transferable right of use to the application, limited in time to the licence period and geographically to the Federal Republic of Germany, for the contractual use of the application – commercial or non-commercial, local or cloud-based. This includes in particular the right
(i) to carry out direct mailings for the marketing of customer products,
(ii) to carry out other advertising communication measures and
(iii) to carry out data analyses.

5.2 The customer is obliged to treat his access data confidentially and not to pass it on to unauthorised third parties. Use of the application by third parties is only permitted within the scope of the rights granted under the contract. The customer is not authorised to pass on the right of use granted to him in whole or in part to third parties – including companies affiliated with the customer within the meaning of §§ 15 ff. AktG (German Stock Corporation Act) – or to allow them to use it in any other way, unless this is expressly provided for in the contract. If the customer culpably breaches this provision, it shall be obliged to pay a contractual penalty in the amount of one annual net licence fee per unauthorised user. The relevant licence fee is that which is either contractually agreed at the time of the breach for the platform usage category used by the respective user, documented in the offer or – if there is no express agreement – calculated according to the standard market price in accordance with Schober’s publicly accessible licence model.

5.3 The contractual penalty shall be incurred separately for each individual case of unauthorised use. Any contractual penalty paid shall be offset against any claims for damages. The right to assert further claims is expressly reserved.

6 Usage limits and processing of mass data
6.1 The customer is obliged to use the udo application only within the scope of the contractually agreed data volume and the storage capacities provided by the system. The import or processing of mass data is not permitted without the express consent of Schober.

6.2 Schober is authorised to technically interrupt or restrict data imports or processing operations if the nature or scope of these are likely to significantly impair the stability, security or efficiency of the udo system. Such processes include, in particular, automated or one-off mass data imports, high-frequency interface queries (e.g. API polling), large-volume data synchronisation in a short period of time and computationally intensive analysis processes, unless these have been expressly approved by Schober in an offer, contractual service description or documented change request agreement.

6.3 If the customer repeatedly or significantly exceeds the usual usage parameters or carries out mass data processing without authorisation, Schober can offer the customer an adjusted service or price model. If no agreement is reached within 14 days, Schober is entitled to block the affected functions or to terminate the contractual relationship extraordinarily with a notice period of 4 weeks to the end of the month.

6.4 Schober will inform the customer in text form about planned measures in accordance with Section 6.2 or 6.3 with reasonable advance notice, usually at least 3 working days before implementation, unless the measure is necessary at short notice due to acute technical requirements.

6.5 The technically permissible usage limits (e.g. for uploads, API usage or processing capacity) are based on the platform usage category assigned to the customer in accordance with Schober’s applicable licence and usage concept.

7 Rights and obligations of the customer in the event of service defects, acceptance of service components

7.1 The customer recognises that Schober is dependent on the cooperation of the customer in order to provide the services offered within the specified time frame. In this respect, the customer is obliged to perform all preparatory and support actions required with regard to the services – in particular the provision of data and other information or other notifications, compliance with agreed deadlines, acceptance of access to interfaces and/or access data – which are necessary for the provision of the services, in a proper and timely manner. If the customer fails to provide the necessary co-operation, any performance deadlines shall be extended accordingly. Schober reserves the right to invoice additional expenses separately.

7.2 The customer shall ensure that the data, texts, etc. provided correspond to the specifications and formats specified by Schober and that a backup copy is available. The customer is aware of and accepts a delay in performance on the part of Schober as a result of failure to cooperate or failure to cooperate on time and other events for which the customer is responsible that lead to a delay in performance.

7.3 The customer is responsible for all actions of his employees, vicarious agents or other persons whom he enables to use the application within the scope of the right of use granted.

7.4 The customer is also solely responsible for the devices (hardware and software) used by him. A failure of his devices does not release him from the obligation to pay.

7.5 In the event of defects in the purchased services, the customer must first set Schober a reasonable deadline for subsequent fulfilment before asserting a right of reduction or withdrawal. Setting a deadline is dispensable if, according to statutory provisions, the exercise of warranty rights is permitted without setting a deadline for subsequent fulfilment. Schober is entitled, at its own discretion, to provide subsequent fulfilment by repair or replacement delivery or a combination thereof.

7.6 The customer is obliged to inspect the purchased services – in particular software components, data and other content provided – for obvious defects immediately after provision and to notify Schober of such defects in text form immediately, but at the latest within 14 calendar days after provision. Hidden defects must be reported in text form immediately after their discovery, but at the latest within 14 calendar days of discovery. If a defect is not reported in good time, the services shall be deemed approved in accordance with § 377 HGB. Late notification shall lead to the exclusion of warranty rights with regard to the defect in question, unless Schober has fraudulently concealed the defect.

7.7 Insofar as Schober provides services ready for acceptance, the customer is obliged to inspect them for conformity with the contract within ten (10) working days after notification of completion and to notify Schober of any significant defects in text form. If no such notification is made within this period, the service shall be deemed to have been accepted. The same shall apply if the customer uses the service productively or transfers it to live operation before the deadline expires.

8 Subcontractors

8.1 Unless expressly agreed otherwise or permitted by law without the express consent of the customer, Schober is authorised to commission subcontractors with the complete or partial provision of the agreed services.

9 Liability

9.1 Schober warrants that the purchased services have the agreed quality and are free of defects that cancel or significantly reduce the value or suitability for normal use or for the use assumed under the contract. Schober also warrants that the customer’s agreed right of use is not encumbered with third-party rights. The assertion of warranty claims presupposes that the customer has properly fulfilled his obligation to inspect and give notice of defects in accordance with Section 7.6, insofar as such an obligation exists.

9.2 Schober is not liable for disruptions outside its sphere of influence, in particular not for the functionality of the data lines to the server, power failures or for service restrictions due to force majeure, official orders, strikes, failure of communication networks, gateways of other operators or other causes in the area of responsibility of third parties.

9.3 Schober shall not be liable for defects, delays or other errors in the services if these are due to insufficient, incorrect or delayed co-operation on the part of the customer. This applies in particular to incomplete or incorrect provision of data, information or access and to lack of system compatibility on the customer side. Schober also accepts no liability for the accuracy, completeness or timeliness of support services provided by third parties, unless these were commissioned by Schober itself. This applies in particular to providers, platform providers, interface operators or other service providers used by the customer. This also applies if data from the customer’s external systems appear incomplete, incorrect or delayed in the udo application as a result of incorrect or delayed data transmission by such third parties.

9.4 Schober guarantees an actual availability of udo, minus the maintenance work mentioned in Section 10.6, of 96% per contract year. Availability refers to the usability of the agreed udo services in relation to the agreed system time. A service is also deemed to be available if a subsystem (e.g. one of two servers in a cluster) fails, but the overall functionality is retained.  Availability is determined by calculating the sum of the downtimes during the service time per year. Availability is measured at the service handover point.

9.5 In the event of slight negligence on the part of Schober, its legal representative or a vicarious agent, Schober’s liability shall be limited to the breach of material contractual obligations (cardinal obligations) and to the typically foreseeable, direct damage. Essential contractual obligations are abstractly those obligations whose fulfilment is essential for the proper execution of the contract and on whose compliance the customer may regularly rely. Otherwise, Schober’s liability for slight negligence is excluded.

9.6 All contractual warranty claims and claims for damages against Schober shall become time-barred after 12 months from the time they arise. The limitation period begins with proper notification of defects in accordance with Section 7.6, insofar as such notification is required. In the event of failure to give notice of defects, the statutory consequences according to § 377 HGB shall apply.

9.7 The maximum liability limit for contractual claims shall be the total amount of (1) the annual licence fee paid by the customer or (2) in the case of a shorter licence period, the licence fee paid during this period, plus the setup costs paid in each case. This liability limit applies per claim.

9.8 The limitations of liability in this Section 9 shall not affect statutory liability, in particular in cases of intent, gross negligence, injury to life, limb or health, claims under the Product Liability Act and the assumption of an express guarantee.

10 Amendments to the contract and change requests

10.1 Either party may submit a change request during the term of the contract. The change request must contain the desired change, the affected service components and the expected effects on schedule, price and quality.

10.2 Schober shall promptly review change requests from the customer and inform the customer whether and under what conditions the desired change can be implemented. A change request is implemented exclusively on the basis of a written confirmation from both parties (e.g. by e-mail or electronic ticket system).

10.3 If components of the service that can be accepted are agreed as part of a change request, the following acceptance conditions shall apply: The customer must inspect the service ready for acceptance within 10 working days of notification of its completion and report any defects in text form. If no notification of defects is made within this period, the service shall be deemed to have been accepted. Acceptance shall also be deemed to have taken place if the customer uses the service productively or takes it into live operation.

10.4 The same liability regulations apply to services from a confirmed change request as for the main service. This also applies to delays, defects and any consequential damage.

10.5 A change request may lead to an adjustment of the schedule, costs or scope of services. Such changes are binding as soon as the change request has been approved by both parties.

11 Service level

11.1 Unless expressly agreed otherwise between Schober and the customer, Schober shall provide database hosting, application operation, account administration and technical hotline services for the customer in connection with the services.

11.2 Schober’s working days are Monday to Friday 8.00 a.m. – 5.00 p.m., excluding public holidays in Leinfelden-Echterdingen, Baden-Württemberg, Germany. All times are based on CET / CEST.

11.3 System time, in which all functions related to the agreed functionalities of the purchased udo services are available, is 7/24.

11.4 Service time, in which the technical hotline for udo can be reached, is Monday to Friday 8.00 – 17.00 on working days, excluding public holidays in Leinfelden-Echterdingen, Baden-Württemberg, Germany.

11.5 Schober does not provide any on-call time during which the technical hotline for udo is available outside of service hours, unless expressly agreed otherwise.

11.6 Schober regularly carries out maintenance work on the udo application and also installs updates. There is a scheduled, fixed maintenance window on Thursdays from 6:00 am to 8:00 am (CET/CEST). Deployments, system updates and other operationally necessary measures can be carried out during this period. Further necessary maintenance work or downtimes outside this time window will be announced in good time in consultation with the customer. Unscheduled maintenance work that is necessary for urgent operational reasons shall be announced to the customer at least 5 calendar days in advance, provided that this can be planned. Maintenance work on backup or test systems can be carried out at any time and without prior notice.

11.7 Scheduled maintenance work / downtimes shall not be deemed an interruption of udo’s availability unless they lead to a cumulative downtime of more than 5% within a calendar month.

11.8 The customer must report faults of any kind within the service times or agreed standby times by e-mail:support@schober.de or by telephone: +49 (0)70156 304 800.

11.9 Schober guarantees the following response times after a fault report from the customer, depending on the fault class:

11.9.1 The response time describes the average time between the registration of a fault report and the start of solution-orientated processing or the average time between the assignment of a ticket and the start of solution-orientated processing. The measurement only takes place during the periods specified above as service time / on-call time.

11.10. The individual error levels are qualified as follows:

12 Intellectual property rights

12.1 All intellectual property rights to the licensed content belong exclusively to Schober.

12.2 All intellectual property rights to the customer’s work belong exclusively to the customer. Insofar as Schober otherwise becomes the owner of intellectual property rights to customer work, Schober hereby assigns all such intellectual property rights to the customer.

13 Data protection and control rights of Schober

13.1 If the services of Schober contain personal data within the meaning of Art. 4 No. 1 of the European General Data Protection Regulation (GDPR), these shall only be processed by Schober in the application or transmitted to the customer if there is at least one legal basis for the data processing.

13.2 The customer may only process personal data in the udo application if there is a legal basis for this within the meaning of Art. 6 or 9 GDPR. Schober is entitled to randomly check whether the customer fulfils the legal requirements for processing the data. If there are reasonable doubts as to whether data processing is authorised, Schober may refuse to provide the service in question until clarification. The customer is obliged to document the respective legal basis of the data processing for a period of at least 12 months from the provision of the data and to provide Schober with evidence of this upon request.

13.3 The customer is liable as the controller within the meaning of Art. 4 No. 7 GDPR for the processing of personal data provided by the customer in udo, in particular with regard to the observance of data subject rights which are lawfully exercised by data subjects with regard to the personal data processed in udo.

13.4 Unless expressly agreed otherwise, the customer must delete personal data transmitted by Schober to the customer during the term of the contract within the meaning of Art. 4 No. 1 GDPR immediately after the end of the contract term and send Schober a confirmation of the deletion in text form without being requested to do so. The above obligation pursuant to Section 12.4 sentence 1 shall not apply if the customer processes such personal data within the framework of its own contractual relationship with the respective data subject or if statutory retention obligations prevent deletion.

13.5 Schober shall otherwise process the customer’s personal data in compliance with relevant laws, in particular the EU General Data Protection Regulation (GDPR). Further information on the handling of personal information can be found at https://schober.de/datenschutz/.

14 Term, cancellation, effect of contract termination

13.1 Unless expressly agreed otherwise, a contract term of 12 months applies from the provision of the application by Schober, provided this takes place within 30 days of the conclusion of the contract, otherwise from the day of the conclusion of the contract. The contract term is automatically extended by a further 12 months unless the contract is cancelled in due time.

14.2 The customer is entitled to terminate the contract at any time with a notice period of 3 months to the end of a calendar month. Text form by e-mail tocontact@schober.de is sufficient for ordinary cancellation. The date of receipt of the notice of cancellation shall count.

14.3 Upon termination of the contract, the following shall apply: (1) Schober shall (i) cease to provide the application and (ii) irrevocably delete all personal and other data of the customer within the application within 30 working days, provided that there are no legal or contractual obligations to retain data to the contrary. (2) The customer is obliged to delete all data substances provided by Schober for advertising use immediately after the end of the contract. Section 12.4 sentence 2 applies accordingly.

14.4 The statutory rights of the customer to terminate the contract for good cause remain unaffected.

15 Confidentiality

15.1 The customer must keep confidential information secret and is only authorised to pass on confidential information to affiliated companies, employees, representatives or consultants who must know this information according to the need-to-know principle and have agreed to maintain confidentiality or are otherwise obliged to maintain confidentiality as professional secrecy.

15.2 The customer shall ensure that recipients of confidential information in accordance with Section 15.1 above only use such confidential information to exercise rights and fulfil obligations under the respective contract between the customer and Schober and treat it confidentially.

15.3 The customer is also authorised to disclose confidential information if (i) the disclosure is required by law, (ii) insofar as the customer has notified Schober in an appropriate manner and Schober has expressly agreed to the disclosure concerned in advance, (iii) or insofar as this is otherwise permitted by law.

16. final provisions

16.1 Schober is authorised to refer to the cooperation with customers in its reference list or when Schober participates in third-party project tenders, unless otherwise agreed in individual cases. Further project references and their use for Schober’s marketing are only permitted with the prior consent of the customer.

16.2 German law applies exclusively. The United Nations Convention on Contracts for the International Sale of Goods (CISG) shall not apply. The place of fulfilment for all contractual services is Stuttgart. If the customer is a merchant within the meaning of the German Commercial Code (HGB), a legal entity under public law or a special fund under public law, the exclusive place of jurisdiction for all disputes arising from and in connection with this contract shall be Stuttgart. Mandatory exclusive places of jurisdiction remain unaffected.