General Terms and Conditions (GTC)

Subject Matter

C.1.1 The Provider makes the software "Yostro Sidewall Belt Designer Pro" available to the Client for the term of the contract for use via the internet and provides the associated computing and storage resources (software as a service).

C.1.2 The range of functions, the conditions of the trial phase and the scope of support are set out in the service description (Annex 1) in the version applicable at the start of the respective term.

C.1.3 Installation of the software on the Client's systems and provision of the source code are not owed.

Trial Phase

C.2.1 The Provider may grant free trial access. Duration and quota are set out in the service description.

C.2.2 One trial access is granted per Client. There is no entitlement to its grant, repetition or extension.

C.2.3 The trial phase ends upon expiry of the intended period without any need for termination. It is not automatically converted into a paid subscription. A paid contract is concluded only by a separate order placed by the Client.

C.2.4 If no paid contract is concluded within 90 days after the end of the trial phase, the Provider deletes the account and the associated data in accordance with the privacy policy.

C.2.5 Sections C.3 to C.11 apply accordingly to the trial phase. The Provider's liability is governed by the statutory provisions on gratuitous provision; A.8 remains unaffected.

Right of Use

C.3.1 The Provider grants the Client, for the term of the contract, the non-exclusive, non-transferable and non-sublicensable right to use the software via the internet as intended and within the agreed scope.

C.3.2 The Client is prohibited from reverse engineering, decompiling or disassembling the software or parts thereof, from reconstructing the underlying calculation methods by systematic queries, from automatically extracting content, or from using the software to develop a competing product. Mandatory statutory rights, in particular Section 69e of the German Copyright Act, remain unaffected.

C.3.3 The right to use the software ends upon termination of the contract. The rights to the results generated under C.7 remain unaffected.

Scope of the Company Licence

C.4.1 The right of use applies to the Client as the contracting legal entity or partnership and to its own employees. There is no restriction to a particular number of workstations.

C.4.2 Companies affiliated with the Client within the meaning of Sections 15 et seq. of the German Stock Corporation Act are not included; their inclusion requires a separate agreement.

C.4.3 Use of the software to provide design services as a separate chargeable service to third parties, as well as any transfer of use to third parties, requires a separate agreement. Use within the Client's own quotations and projects remains permitted, including passing the generated results on to its customers and suppliers.

User Accounts and Access Credentials

C.5.1 Access credentials are issued on a personal basis. The Client sets up a separate account for each person using the software; further accounts are set up within the scope of C.4.1 at no additional charge.

C.5.2 The Client keeps the access credentials confidential, does not pass them on to third parties and protects them against unauthorised access. It shall notify the Provider without undue delay of any loss of access credentials and of any suspicion of misuse.

C.5.3 Actions carried out under one of the Client's accounts are attributable to the Client until it has given the notification under C.5.2.

Results: Quality and Duty to Verify

C.6.1 The software provides design proposals on the basis of the data entered by the Client, stored catalogue data and documented design rules. It does not replace review and approval by a qualified person.

C.6.2 The Client is responsible for the accuracy and completeness of its entries. Before using any result, it must check the result for plausibility and suitability for the specific application, in particular against the information provided by the respective manufacturer and the relevant technical standards.

C.6.3 The Provider warrants a particular quality of the results, their suitability for a particular purpose or their conformity with the specifications of a particular manufacturer only insofar as this has been expressly agreed in text form.

Rights to the Results

C.7.1 The Client receives an unlimited right, in time and territory, to use the design results and data sheets generated with the software for its own business purposes, including their use in quotations and their transfer to its customers and suppliers. This right continues to exist after termination of the contract.

C.7.2 Not included is the right to systematically collect or evaluate the presentations of results, or to make them available to third parties for the purpose of reconstructing the underlying calculation methods or developing a competing product.

C.7.3 The Provider's rights to the software, its forms of presentation, catalogue data and design rules remain unaffected.

No Storage of Design Data

C.8.1 Entries and results are not stored permanently. Each calculation is executed immediately and returned to the Client.

C.8.2 Archiving, restoration or subsequent provision of earlier designs is not owed. The Client is responsible for backing up the data sheets it has generated.

Availability, Maintenance and Remedies for Defects

C.9.1 The Provider owes an availability of the software of 99 % on a monthly average, measured at the handover point of the data centre.

C.9.2 Announced maintenance work, disruptions outside the Provider's area of responsibility - in particular on the internet, at the Client or at its access provider - and periods of force majeure under A.10 do not count as downtime. Maintenance work is carried out outside normal business hours where possible and is announced with reasonable notice.

C.9.3 The Client may assert a reduction of the fee only by reclaiming the amount overpaid; withholding ongoing payments is excluded.

C.9.4 The Provider's strict liability for defects already present at the time the contract was concluded (Section 536a (1) alternative 1 BGB) is excluded. The Provider's liability under A.8.1 sentence 1 remains unaffected.

C.9.5 The Client shall report defects without undue delay in text form and describe them precisely enough to allow them to be reproduced.

Further Development and Changes to the Software

C.10.1 The Provider continuously develops the software further and provides updates at no separate charge.

C.10.2 The Provider may change the range of functions where there is an objective reason for doing so and the purpose of the contract is not materially impaired. Objective reasons include, in particular, technical development, changes to the data basis or the design rules, security requirements and legal obligations.

C.10.3 If the purpose of the contract is materially impaired by a change, the Client may terminate the contract for cause within four weeks of receipt of the notification, effective as at the date the change takes effect. Fees paid in advance will be refunded on a pro rata basis.

Scope of Use, Misuse and Suspension

C.11.1 The number of designs is not limited within the subscription. The right of use relates to manual use by human beings as intended.

C.11.2 The Provider is entitled to take technical measures against automated or machine-generated queries and against any use that materially impairs the operation of the platform.

C.11.3 The Provider may suspend access in whole or in part if the Client is in default with a not insignificant part of the fee and a reminder setting a reasonable deadline has been unsuccessful, or if the Client materially breaches C.3, C.4 or C.5. The suspension is announced in advance except in cases of imminent danger. The obligation to pay the fee continues during the suspension. The Provider lifts the suspension without undue delay once the reason for it has ceased to apply.

Fees, Due Date and Payment

C.12.1 The prices of the price list applicable at the time the contract is concluded apply.

C.12.2 The fee for each billing period is due for payment in advance at the beginning of that period. Payment is made through the payment service provider engaged by the Provider, using the payment methods offered there.

C.12.3 Value added tax. All prices are net prices plus value added tax at the applicable statutory rate. The Provider currently makes use of the small business scheme under Section 19 of the German VAT Act; value added tax is therefore neither charged nor shown on invoices. If the conditions of Section 19 cease to apply or the Provider waives its application, value added tax at the applicable statutory rate is added to the agreed prices; the Provider will give notice thereof in text form with reasonable notice. Charging statutory value added tax does not constitute a fee adjustment within the meaning of C.13.5.

C.12.4 Clients established outside Germany. For Clients established in another member state of the European Union, the place of supply is determined by the Client's place of establishment; the tax liability passes to the Client (reverse charge procedure). This applies irrespective of the application of Section 19 of the German VAT Act domestically. For this purpose the Client shall provide the Provider with its VAT identification number before the contract is concluded, is liable for its accuracy and shall notify changes without undue delay. If the Client does not provide a valid VAT identification number, the Provider is entitled to charge the applicable tax subsequently. For Clients established outside the European Union, the Client bears any taxes and duties arising in its country of establishment.

C.12.5 Invoices. The Client consents to the transmission of invoices in electronic form and shall name an e-mail address for this purpose. Invoicing may be carried out through the Provider's payment service provider.

C.12.6 Default. In the event of default in payment, the Client owes default interest of nine percentage points above the base rate (Section 288 (2) BGB) as well as the flat-rate sum under Section 288 (5) BGB. Costs of failed payment attempts for which the Client is responsible shall be reimbursed. C.11.3 remains unaffected.

C.12.7 Set-off and retention. The Client is entitled to set-off or retention only in respect of counterclaims that are undisputed or have been finally determined by a court.

Term, Renewal, Termination and Fee Adjustment

C.13.1 Depending on the plan selected, the subscription is concluded for a term of one month or of twelve months. The term begins upon activation of access.

C.13.2 The subscription renews for the same term in each case unless it is terminated by the end of the current term. There is no notice period; termination may be declared up to the last day of the current term.

C.13.3 Termination is effected in text form, for example by e-mail to support@yostro.com; the customer account links to this. Both parties' right to terminate for cause remains unaffected.

C.13.4 Access remains in place until the end of the paid term. There is no pro rata refund for the current term unless the Provider is responsible for the early termination. Section 545 BGB does not apply.

C.13.5 Fee adjustment. The Provider may adjust the fee with effect from the beginning of each new term. It shall give notice of the adjustment in text form at least six weeks before the new term begins. The Client may terminate the contract as at the end of the current term until the adjustment takes effect; the Provider shall point this out in the notification. For Clients to whom the Provider has given a price guarantee under the founding customer programme (Annex 2), that guarantee takes precedence.

Termination, Data Retrieval and Switching Providers

C.14.1 Access is blocked at the end of the term. The Provider makes account and invoice data available for retrieval in a common, machine-readable format for 30 days after the end of the contract and deletes them thereafter, unless a statutory retention obligation applies. Design data and results are not stored (C.8) and can therefore not be provided.

C.14.2 Switching providers (Regulation (EU) 2023/2854). The Client may declare a switch to another service or the termination of the contract at any time up to the end of the current term; there is no notice period. The Provider does not charge any fee for switching or termination. The agreed term under C.13.1 remains unaffected.

C.14.3 The Provider supports the Client to a reasonable extent in retrieving the data under C.14.1.