Section 1 Subject-matter of the contract

(1) Subject-matter of this contract is the temporary use of the software product 'CIME where?' including its user documentation. The hardware and software environment within which the contractual software has to be used is specified on the home page of CIME and in the documentation.

(2) 'CIME where?' consists of two parts: the 'CIME where?'-client, installable at the customer's smartphone and an access via the Internet to the CIME database where the customer and persons authorized by him are able to view stored tracking data in a map.

(3) The customer will receive the 'CIME where?'-client by downloading it from the homepage www.cimegroup.eu. After setting up a user account, the download will be enabled for the customer. The telecommunication connection to CIME's server (Internet connection) necessary for the download has to be set up by the customer and the customer has to bear the costs of the telecommunication connection, if applicable. The customer is not entitled to receive the software on a data storage medium.

(4)Via the account at CIME established for the customer, he can view the tracking data in form of a map.

(5) The characteristics and functionality of the contract software finally results from the product description at www.cimegroup.eu. Descriptions made there are conceived as technical specifications and not as guarantees. A guarantee shall be granted only if it has been explicitly named as such.

(6) Installation and configuration services are not covered by this agreement.

Section 2 Conclusion of contract

(1) The product description at the home page of CIME is not a committed quotation. The menu option 'Purchase' takes the customer to the order page. There, he can complete the order via the integrated payment system after noting the general terms and conditions and the revocation instruction.

(2) For the customer the offer is binding with completion of the online payment. The customer then receives an e-mail with an access code for setting up a user account at www.cimegroup.eu, which is established by a user name choosen by the customer, his e-mail address and a password. By creating the user account CIME is acceptiong the offer. Subsequent to the setup of the account the customer receives an e-mail with an access code for the download of the 'CIME where?'-client.

Section 3 Revocation instruction for customers

(1) To customers which are consumers within the meaning of section 13 German Civil Code (BGB) the right of revocation will apply.

Revocation instruction

Right of revocation

You have the right to revoke your contractual statement within 14 days by giving written notice (e.g. letter, fax, e-mail) or - if you have received the goods before expiry of that period - by returning the goods without stating any reasons. The period shall begin after you have received this instruction in written form but not before receipt of the goods to the recipient (on recurring delivery of similar goods not before receiving the first partial delivery) and not before fulfilling our information obligations according to article 246 section 2 in conjunction with section 1 (1) and (2) Introductory Act to the Civil Code (EGBGB) and our obligations in accordance with section 312e (1) sentence 1 BGB in conjunction with article 246 section 3 EGBGB. To comply with the period of revocation it shall be sufficient to dispatch the revocation notice or the goods in time. The revocation has to be directed to:

CIME Soft GmbH Smart Technologies
Scheidertalstrasse 1
65326 Aarbergen
Germany

Fax: + 49 6120 979 1578
eMail: sales@cimegroup.eu


Consequences of revocation:

In the case of an effective revocation all mutually received performances as well as emoluments taken (e.g. interest), if applicable, are to be restituted by either side. If you are unable or partially unable to restitute the received performance to us or can only restitute it in a deteriorated condition, you have to provide compensation for its value where applicable. When surrending goods this is not applicable in cases where the deterioration is exclusively due to examining the goods - as for instance in a retail store. In addition you may avoid the obligation to provide compensation for the value of a deterioration occured by using the goods in accordance with its intended use by not using the goods as your own property and by avoiding everything what affects its value. Goods that can be shipped by parcel are to be returned at our risk. You have to bear the cost of the return shipment if the delivered goods correspond to the goods ordered and the price of the returned goods does not exceed an amount of EURO 40, or if, where the price is higher, you have at the date of the revocation not yet provided the consideration or a contractually agreed part payment. Otherwise, the return shipment for you is free of charge. Goods that cannot be shipped by parcel will be picked up for you. Obligation to refund payments have to be fulfilled within 30 days. For you this period starts when sending your revocation notice or shipping the goods, for us it starts by receiving it.

- End of revocation instruction

(2) Exclusion of the right of revocation

The customer's right of revocation is excluded once the personal download link for the customer is sent by e-mail.

Section 4 Rental duration and termination

(1) The lease agreement starts with the conclusion of the contract and the provision of the download/access to the stored tracking data by CIME.

(2) The rental duration can be choosen by the customer: three months, six months or a year. There is no regular right of termination.

(3) After the rental period, the contract will not automatically be extended. Customer's access will be locked, tracking data are no longer saved. Two weeks before the rental period exceeds the customer will be informed by CIME through e-mail and then can extend the rental period at www.cimegroup.eu.

Section 5 Grant of rights

(1) The customer receives a non-exclusive, temporary unlimited right to use the conractual software. At a given time, the software may be used simultanously only at a number of smartphones corresponding to the number of licenses purchased by the customer. The permitted usage includes the installation of the contract software, loading it into memory and the intended use by the customer. In addition the number of licenses and the type and extend of use are determined in the license agreement.

(2)The use of 'CIME where?' may cause additional costs for telecommunication at the user of the mobile phone. These costs are born solely by the user of the software.

(3) After the rental period, CIME no longer will store the tracking data and the customer's access to the tracking data will be blocked. There is no obligation to return and delete the 'CIME-where?'-client.

Section 6 Rent

(1) The rent is indicated in Euro and gross, i.e. including sales tax.

(2) Customer's payment is made in advance for the complete rental period by direct debit via the online payment system miniPay.

Section 7 Warranty

(1) Deficiences of the licensed software including the documentation will be fixed by CIME upon appropriate notification of the defect by the customer within a reasonable time. The remedy of defects is handled at the discretion of CIME by free rectification or replacement.

(2) If the lessee is entitled to reduce the rent, he may shorten the agreed rent accordingly and is entitled to repayment equal to the overpaid rent.

Section 8 Liability

(1) CIME excludes liability for slightly negligent breach of duty, if

- no guarantees or contract essential obligations are involved i.e. obligations whose performance actually enable the proper implementation of the agreement and and on which the parties regularly trust and are able to trust (cardinal obligations),

- it is not damage from injury of life, body or health.

Claims under the product liability act shall remain unaffected. The same applies to breach of our vicarious agents.

(2) For initial defects of the contractual software CIME is liable only in negligence according to the above principles.

(3) The foregoing limitation of liability shall apply to the personal liability of employees, agents and institutions of the seller.

(4) The right to raise the objection of contributory negligence shall be reserved. However, the customer is responsible for a regular backup of his data. In case of a data loss disater caused by CIME, CIME is liable only for the cost of reproduction of the data for the customer to create backups and restoring of data that would have been lost in case of properly made backups.

(5) All warranty rights will not apply if the customer makes changes to the software or uses it contrary to the documentation.

Section 9 Privacy

(1) Informations and personal data of customers are processed confidentially and are only stored, used, and transferred to third parties as far as necessary for order processing, asserting legal rights and maintaining customer relationship. CIME followes the relevant data protection acts and processes information and personal data exclusively under the regulations of the privacy statement of CIME.

(2) The tracking data sent by the mobile phone equipped with the 'CIME where?'-client (user ID, GPS coordinates, speed and direction, date and time of GPS measurement, phone number of the mobile phone and data about quality of the measurement) are received and stored by CIME. The customer has the opportunity to access these data using his personal access data and view them in form of a map. The tracking data will be deleted after 90 days. They will not be passed in any way or beyond that be procesed or used.

Section 10 Other

(1) The customer can offset against CIME only claims that are uncontested or have been finally and non-appealably established

(2) Terms and conditions of the customer shall not apply.

(3) The contract software may be subject to (re-)export restrictions, such as of the United States of America or of the European Union. The customer must comply with these provisions in case of resale or other export.

(4) To this agreement the German law, to the exclusion of the United Nations Convention on Contracts for the International Sale of Goods of 11.4.1980 (CISG) should be applied.

(5) Place of performance is Wiesbaden (Germany). If the customer is a merchant or a legal entity of public law or not resident in Germany, Wiesbaden (Germany) is place of exclusive jurisdiction.

(6) Contract language is German.

(7) Changes or additions to this contract require the written agreement of CIME and the customer.

(8) If an individual provision of this agreement becomes invalid, this does not affect the validity of the remaining provisions.

(9) All enclosures referred to in this agreement are binding parts of the contract.