The following document is a translation of the original Terms and Conditions in German. It is provided for informational purposes only. The German version of the Terms and Conditions shall be exclusively binding.

I. Sphere of application

The following provisions represent the General Terms and Conditions of Deutsch Technologies GmbH, Tharandter Straße 31-33, 01159 Dresden, Germany (hereinafter referred to as "Deutsch Technologies"). They apply to all legal transactions between Deutsch Technologies and its customers provided the customers are companies in terms of Arts. 14, 310 Para. 1 of the German Civil Code.

If, upon conclusion of a legal transaction, more special General Terms and Conditions of Deutsch Technologies (which apply, for example, only to certain products and services) are incorporated, they shall have priority over these General Terms and Conditions if there are any differences from these General Terms and Conditions.

These General Terms and Conditions are subject to occasional changes. The version valid at the time the contract was concluded shall always be applicable. In the event of continuing obligations the customer shall be informed during the contract period of any changes to the general terms and conditions. If the change of the general terms and conditions is disadvantageous for the customer, the customer has the right to object to the change. The objection must be within one month. If it is on time, the previous general terms and conditions shall continue to apply to the customer in question and Deutsch Technologies can terminate the agreement with a notice period of 14 calendar days. If there is not an objection on time, the new general terms and conditions shall be effective when the objection period expires.

II. Particular regulations for specific agreements

For the services of Deutsch Technologies described hereafter the following particular stipulations apply, which are complemented by the general regulations (number III.).

1 Acquisition of standard software

1.1 The regulations of the purchasing law apply to the acquisition of standard software, whereby the customer purchases the licence rights and, inasmuch as he does not receive the software through downloading, also the delivered data carrier.

1.2 Through purchase of the software, the customer receives a simple, spatially and temporally unlimited right to use. This enables the customer to use the software for his own private or commercial purposes of use in the manner described in the manual or in the operating instructions.

1.3 Any duplication of the software or parts thereof, in particular the copying of data on electromagnetic, optoelectronic or other data storage media, and also of the manual/the operating instructions is prohibited. Excluded from this are the one-off installation of the software on a hard drive or another storage medium and the downloading or printing of data from the application.

Similarly prohibited is the reverse development, decompilation or de-assembly of the software. It is also prohibited to rent out the software, whether in physical form or through remunerative granting of access rights (in particular Application Service Providing, ASP).

The acquisition of the software permits installation and operation only on one workstation (single-user application). This is also the case if the workstation but not the software is connected in a local network (LAN) inasmuch as far as it has been technically ensured that the program can not be retrieved from any workstation. If the customer wishes to use the software in a local network, he shall state this when purchasing the software as for this purpose a special fee is incurred.

1.4 If the customer relinquishes the software to a third party for use, the customer shall have to destroy any copies of program files existing at the customer's location.

2 Software programming

2.1 The provision of programming services is done according to the regulations of the work contract law. The individual details and concrete requirements which the customer demands of the software must be concretised in a requirement specification.

2.2 Without corresponding regulation in the contract the customer has no claim for the implementation of desires for change after assignment (change request). If Deutsch Technologies agrees to the demand for change, it can demand an appropriate increase of the remuneration for this. Any periods shall be extended by the time required to fulfil the demand for change plus an appropriate start-up period.

2.3 If Deutsch Technologies considers the commissioned programming service fulfilled, it can provide the customer with a suitable period for declaring acceptance. If the customer does not react but possesses a copy of the software, acceptance shall be considered declared. The acceptance shall also be considered declared if the customer has used the software for longer than 14 calendar days.

2.4 If no remuneration is agreed in the concrete programming order, or if the contract has loopholes with regard to the remuneration of partial services, Deutsch Technologies can demand remuneration according to daily rates. As a rate per man-day an amount of € 1,200.00 (net) is in any case appropriate and owed.

2.5 If the customer terminates the contract before completion of the software, Deutsch Technologies shall still be entitled to the agreed remuneration minus the saved expenses and the revenues obtained from other use of its workforce or not obtained on account of malicious reasons. Without requiring particular proof, Deutsch Technologies may demand a flat sum of 30% of the net total for the order, but here the customer still has the possibility of proving a lower amount.

2.6 The customer is entitled to create a backup copy of the accepted software.

2.7 The customer is not entitled to edit the software independently. Unless otherwise specified, the customer also has no claim to provision of the source program. If the software, after being accepted, can no longer be used or can be used only on a restricted basis on account of changes (following versions) to the software operating system for which it was programmed, the customer can demand that Deutsch Technologies programs the necessary changes for an appropriate fee.

3 Acquisition of images and text

3.1 The customer has the possibility of acquiring rights of use for pictures and texts directly from Deutsch Technologies or via its websites.

3.2 Without the conclusion of a remunerative licence agreement, the customer is not entitled to use the images or texts, not even that provided with a "watermark". The latter is used only for demonstration purposes.

3.3 All images and texts are protected by copyright whereby the copyrights are held partly by Deutsch Technologies GmbH and partly also by third parties (in particular photographers, designers). The customer is therefore conscious of the fact that, if he exceeds the licence rights transferred to him, he not only violates the agreement existing with Deutsch Technologies GmbH but can also violate the rights of third parties.

3.4 If the amount of remuneration depends on this, the customer, when acquiring the pictures/texts, must indicate truthfully to what degree and amount the pictures/texts are going to be used. If the customer determines after acquiring the picture rights that a higher circulation quantity is required, the customer is obliged to also acquire corresponding rights additionally.

3.5 On acquisition of the licence rights, the customer shall receive a simple, spatially and temporally unlimited licence. The licence entitles the customer in content to duplicate the images/texts on print media of any type, commercially or for private purposes, in the circulation stated by him. Such duplication pieces can be put into circulation by the customer in any desired manner, in particular, they can be sold and dispatched.

Unless otherwise expressly specified, the licence does not allow the customer to duplicate, reproduce or make the images/texts publicly accessible for private or commercial use, digitally or in other unphysical form (in particular integration in a website). Excepted from this are digital duplication actions which take place exclusively for the purpose of print preparation and execution. These digital duplication pieces shall be destroyed after printing of the circulation allowed by the licence.

3.6 The licence granted entitles the customer fundamentally not to process or alter the image or text as the originator has legally indispensable protection against "defacement" of his work. Without previous approval of Deutsch Technologies GmbH, the customer is permitted to alter the image/text only inasmuch as the image/text is used with falsified colours, in the form of a negative or in sections.

4 Application Service Providing (use of software services by means of a data network)

4.1 The contractual rights and obligations of the ASP agreements comply with the legal regulations of the rent law.

4.2 Unless otherwise specified, a monthly payment is due for ASP solutions. This must be paid in advance up to the 3rd workday of a month into the account of Deutsch Technologies indicated in the contract.

If the customer defaults in payment and also does not pay after being given a reminder which provides the customer with a period of at least five workdays, Deutsch Technologies is entitled to block access to the ASP solution. Deutsch Technologies is then obliged to give access again only when the owed payment has arrived in its account and the customer has paid an activation fee of € 15.00 net.

If the customer defaults in payment with an amount which corresponds with two months fees, Deutsch Technologies can terminate the contract without observing a time limit.

4.3 Deutsch Technologies guarantees 98% availability of its services, relating to the calendar year.

Deutsch Technologies handles any disruptions during the normal hours of business in Germany, i.e., Monday to Friday from 8 am to 5 pm CET. If it is not possible to rectify the disruption on the same day, Deutsch Technologies shall inform the customer in good time. The customer shall not be entitled to any rights on account of a disruption which does not last longer than 24 hours. This does not apply if the disruption has been caused by grossly negligent conduct, or worse, on the part of Deutsch Technologies.

4.4 The customer is obliged to keep the provided user and access identification secret. The customer may not pass these on to third parties. If the customer infringes upon this, the customer shall owe, in addition to the payment agreed with the customer, 200% of the payment which the third party would have had to pay for the use if Deutsch Technologies had concluded an agreement with the third party according to the usual model.

4.5 If the ASP solution enables the customer to send data, the customer is obliged to not transfer any contents which, in terms of Arts. 130, 130 a, 131 of the German Penal Code, serve to incite people, lead to criminal offences, glorify or play down violence, are sexually offensive or are pornographic in terms of Art. 184 of the German Penal Code, are capable of seriously morally endangering children or youths or impairing them in their well-being or damaging the reputation of Deutsch Technologies.

4.6 If the prices are dependent on use, the customer must raise objections against the amount of the invoice immediately after receipt of the invoice. The customer may request the log files used for determining the use-dependent prices at Deutsch Technologies for advance payment of an expense allowance. Objections must arrive at Deutsch Technologies within eight weeks of the invoice date. If objections do not arrive on time, this is considered as acceptance.

4.7 Deutsch Technologies will carry out maintenance work and regularly attempt to do this outside the normal hours of business. During the maintenance work the ASP operation may be restricted, but this does not entitle the customer to reduced payment.

5 Design services

5.1 The legal regulations of the work contract law apply to design contracts.

5.2 The customer is obliged to describe the desired service in as much detail as possible and to hand over the description. If Deutsch Technologies presents the customer with intermediate results, the customer must raise any objections immediately, otherwise the customer has to replace the additional costs which arise.

If Deutsch Technologies asks for an approval of a draft, the customer is bound to the approval once it is granted. The customer may demand renewed implementation of the service only with payment of an additional appropriate fee.

5.3 If no fee is agreed in the concrete design order, or if the contract has loopholes with respect to the remuneration of partial services, Deutsch Technologies may demand payment according to daily rates. As a rate per man-day an amount of € 850.00 (net) is in any case appropriate and owed.

5.4 If it is foreseeable that the implementation of the design services will cause extraordinary expenses (e.g. travel expenses, fees for models, acquisition of rights), Deutsch Technologies may demand an appropriate advance payment for this.

5.5 If the customer cancels the order before completion, Deutsch Technologies shall still be entitled to the agreed remuneration minus the saved expenses and the revenues obtained from other use of its workforce or not obtained on account of malicious reasons. Without requiring particular proof, Deutsch Technologies may demand a flat sum of 30% of the net total for the order, but here the customer still has the possibility of proving a lower amount.

6 Consultancy/support

6.1 Consultancy and support services are in accordance with the legal regulations of the service contract law if the formulation of a concrete work (e.g. concept) is not owed; in this case the work contract law applies.

6.2 The customer will comprehensively explain to Deutsch Technologies about all internal issues which Deutsch Technologies should consider for a professional consultancy service in its opinion. If Deutsch Technologies submits interim reports, the customer will then check these immediately.

6.3 If no remuneration is agreed in the concrete consultancy or support agreement, or if the agreement has loopholes with respect to the payment of partial services, Deutsch Technologies may demand payment according to hourly rates. As a rate per man-hour an amount of € 100.00 (net) is in any case appropriate and owed.

6.4 If the agreement provides for telephone support, Deutsch Technologies guarantees that requests for support will be received and processed in English or German from Monday to Friday between 8:30 am and 5 pm CET.

6.5 If the formulation of a concrete work is owed, Deutsch Technologies shall present the customer with the produced work. If the customer does not accept the work upon presentation or other preparation for a different reason than because of an immediate and justified objection and if the customer also does not fetch this objection within two weeks after the presentation or preparation, the work shall be considered as accepted. Use of the work by the customer is considered as acceptance. If acceptance is excluded according to the composition of the work, in its place will be the notification on the part of Deutsch Technologies to the customer about the completion of the work. The aforesaid applies accordingly to any partial services which can be separated from each other within the individual service phases agreed in the consultancy agreement, provided separate acceptance deadlines are agreed for such partial services.

7 Printing/dispatch/logistics

7.1 For printing services the legal regulations of the contract for work and materials apply.

7.2 The fulfilment of agreed delivery dates or periods requires that the customer has handed over the originals for the picture production, the manuscripts for the typesetting production or the layouts for the montage and version as well as the documents approved for the respective further processing up to a fixed date. If the agreed periods for checking the galley proofs, press proofs and other production samples are not met by the customer, Deutsch Technologies shall be entitled to extend delivery periods.

7.3 If the customer demands changes to the order after confirmation of the order and these influence the duration of production, the delivery time is not calculated until after the confirmation of this change.

7.4 Deutsch Technologies is entitled to partial deliveries and also to early delivery.

7.5 Galley proofs, press proofs and other production samples must be checked by the customer within a fixed period for typesetting and other errors and must be given back with declaration that they are ready for printing. The approval for printing is given by signing the first print. Changes given by telephone must be confirmed in writing. The liability for any typesetting and other errors which are then still present transfers to the customer with the approval for printing as long as these are not errors which did not arise or could not be recognised until the production process after the declaration of readiness to print. The expenditure for removing alterations not caused by Deutsch Technologies or other alterations necessary in variation with the initial first print shall be invoiced to the customer according to the expenditure of time including all costs of the machine downtime.

7.6 If there is necessary additional work after commissioning and this was not identifiable at the conclusion of the contract, this can be charged for additionally. If the additional charge exceeds 10% of the entire price, the customer is entitled to withdraw from the contract. The customer must reimburse the necessary expenses arising until this point.

7.7 If the handling of an order exceeds the period of four months, Deutsch Technologies is entitled to adjust the prices listed in the confirmation of the order if the costs forming the basis of the calculation (wages and salary, materials) have increased. In this case the customer is entitled to withdraw from the contract if a price increase of more than 5% per year is to be calculated since the conclusion of the contract. If the customer withdraws, the customer shall have to reimburse the expenses arising in the meantime since the conclusion of the contract.

7.8 Dispatch is at the cost and risk of the customer. The risk transfers to the customer as soon as the packet has been handed over to the person/forwarding agent responsible for the transportation. If the dispatch is delayed at the customer's request or if the dispatch is impossible and Deutsch Technologies is not at fault, the risk transfers to the customer with the notification of readiness for dispatch.

7.9 The method and means of dispatch, unless otherwise agreed, are the choice of Deutsch Technologies. Deliveries are insured only at the express instruction and cost of the client.

7.10 If the customer does not accept the delivery promptly within an appropriate period after completion or with announced dispatch or if dispatch is impossible for a longer period on account of circumstances which are not the responsibility of Deutsch Technologies, then Deutsch Technologies is entitled, at the cost and risk of the client, to either store the delivery itself or put it in storage at a forwarding agent.

7.11 The customer must check that the delivery of the agreed print products is according to the agreement as well as the preliminary and intermediate products forwarded for correction in any case. Obvious defects must be reported in writing immediately in the business dealings, within a week after delivery at the latest, however. The defective delivery items must be kept ready to be inspected by Deutsch Technologies in the condition that they are in at the time at which the defect is determined. Violation of the above obligations excludes any warranty claims.

7.12 Defects of a part of the delivered circulation quantity do not give entitlement to object to the entire circulation unless separate agreements are made. If the rectification of defects or replacement delivery fails after an appropriate period, the client may choose to demand either a reduction of the price or cancellation of the contract.

7.13 With coloured reproductions there can be no objection to slight changes from the original. The same applies to the comparison between press proofs and production print. For considerable variations in the composition of the paper, cardboard and other materials obtained by Deutsch Technologies, Deutsch Technologies is liable only up to the amount of its own claims against the paper and cardboard suppliers and other sub-suppliers.

7.14 For light fastness, changeability and variations of the colours and for the composition of rubber coating, paint, waterproofing etc. Deutsch Technologies is liable only to the extent that defects of the materials were objectively identifiable in an appropriate check before their use. For material-dependent variations Deutsch Technologies is not liable, however, when the customer has determined these materials for use.

7.15 There can be no objection to over deliveries or short deliveries up to 5%, with colour or particularly difficult prints up to 10% of the ordered print run. The delivered quantity is calculated.

7.16 Templates, raw materials, print substrates and other objects serving reuse as well as semi-finished and finished products including any residual materials belonging to the customer are stored beyond the date of delivery only after prior agreement for a specific payment. If no agreement has been made and the objects have not been requested by the client within four weeks after completion of the order, Deutsch Technologies is entitled to store these at the cost and risk of the client.

III. General regulations

In addition to the aforementioned specific terms the following general regulations also apply. In the event of contradictions the specific regulations have priority.

1 Offers, conclusion of the contract

1.1 Unless otherwise expressly agreed our offers are always without engagement. The contract comes into being only with our confirmation of the order.

1.2 Cited deadlines and periods for services of Deutsch Technologies are binding only when this is expressly agreed. If a delivery period is measured according to days, only the work days (Monday - Friday) are considered for the calculation of the period.

1.3 If not otherwise indicated all price quotations are in Euro and purely net, excluding dispatch/transport costs and legally-required VAT.

2 Continuing obligations

2.1 If the contract is a continuing obligation (e.g. licence, ASP, consultancy), the contract is basically concluded without a term and, if there is no differing stipulation (e.g. licence for unlimited time period), can be cancelled normally with a period of three months to the end of the quarter.

2.2 The right to extraordinary cancellation without notice for an important reason remains unaffected. There is an important reason for the cancellation in particular when insolvency proceedings or comparable proceedings are initiated with respect to the assets of a party to the contract, when the customer contravenes contractual obligations in a particularly serious manner or despite a warning, or when the customer does not make due payments even after an appropriate respite has been set.

3 Sub-contracting

If the nature of the concluded contract does not require a highly personal service, Deutsch Technologies is entitled to pass on received orders to sub-contractors.

4 Licence and usage rights

4.1 Unless otherwise agreed, for services which are subject to copyright or industrial property right (patent, design, trademark), the customer acquires only simple, non-exclusive usage rights. These entitle the customer to utilise the concerned law only to the extent that this is expressly described in the contract. If the contract does not contain a regulation, the customer is entitled to utilisation beyond the mandatory permissible acts of use according to the law only to the extent that this is completely necessary for fulfilment of the purpose of the contract.

4.2 If the customer exceeds the usage authorisations granted according to the respective contract, this represents a basic violation of the contract. Deutsch Technologies is entitled to withdraw the granted usage/licence rights from the customer with immediate effect. Deutsch Technologies is also entitled to claims for omission, destruction, disclosure and damages. As part of the claim for damages Deutsch Technologies is entitled optionally to a claim for reimbursement of the concrete damages, for restitution of the profit generated by the customer from violation of the contract or for payment of damages as a lump sum. The latter is at the amount of five times the rate of the licence fee otherwise demanded by Deutsch Technologies or, if such a comparable licence fee does not exist, at the amount of five times the rate of an appropriate licence fee. The above-mentioned regulations also apply to this if the action of violation leads to action of use of a third party. In this respect the customer is also liable to Deutsch Technologies.

4.3 If claims are asserted on account of the overstepping of the usage right of the customer from a third party, the customer is obliged to exempt Deutsch Technologies in the internal relationship from all asserted claims. The exemption obligation also includes any settlement payments and the necessary costs of the legal defence; this also applies when the asserted claims prove to be unfounded afterwards or this remains unclarified because of a concluded settlement, for example.

5 Communication

5.1 All binding declarations which are made as part of the business connection must be at least in text form. Otherwise they are ineffective.

5.2 The customer is obliged to immediately inform of any changes to its data relevant for Deutsch Technologies. This concerns in particular the change of powers to act and powers of representation.

6 Handling of payments, retention of title

6.1 All delivered goods are under retention of title. The property is transferred to the customer only after complete payment of the fee owed for the concrete goods. Licence and usage rights also transfer to the customer only at the point in time at which the first due payment has actually been made by the customer.

6.2 If the handling of the payment obligations is done via credit cards and the payment system of the provider "PayPal", it is the concern of the customer to give the relevant details to "PayPal" in order to ensure smooth handling of payments.

6.3 All costs which arise from or in association with transfers are borne by the customer. This also applies in particular with international handling of payments. If a payment of the customer fails, the customer must reimburse Deutsch Technologies with any costs which arise.

6.4 If the customer is in default of payment, the customer must reimburse Deutsch Technologies for each sent reminder with a lump-sum operating cost of € 15.00 per reminder. The customer also owes interest on arrears totalling 8 percent over the base rate (Art. 247 of the German Civil Code), at least 12% p.a., however.

7 Data protection

7.1 The customer agrees to permitting Deutsch Technologies to collect and store the following data as customer master data:

Name, company, legal form, persons with authorisation for representation, home address, postal address, delivery address, telephone no., facsimile no., e-mail address, company URL, contact persons, data of bank account.

7.2 If the handling of payments is done solely via "PayPal", the data of the bank account is neither stored nor processed at Deutsch Technologies. This is done solely via "PayPal" and according to its terms and conditions.

7.3 Deutsch Technologies is entitled to store the data, even after processing the order concerned, to be able to access them in case of any legal liability or licence questions. The data is deleted however after a period of five years, calculated from the last order, with continuing obligations from the end of the contract.

7.4 Deutsch Technologies will use the data solely for the purposes of handling the customer relations, in particular the concluded contracts and order transactions. Deutsch Technologies may also use the data for the purposes of legal prosecution and defence if this relates to the business connection with the customer. Deutsch Technologies may also use the data (email address only after agreement) in order to send the customer its own product information. Deutsch Technologies undertakes not to pass the data to third parties.

8 Charging/retention

Charging by the customer is possible only with legally established or accepted receivables. The customer may also assert a right of retention only on account of such receivables.

9 Warranty, liability

9.1 Deutsch Technologies renders damages or the redemption of costs paid in vain, regardless of the legal grounds, only in the following scope:

a) Statutory regulations apply in the case of mortality, personal injury and risk to health and in the case of claims regarding the Product Liability Act. Liability if done intentionally is unlimited.

b) In the case of gross negligence, Deutsch Technologies GmbH is liable for simple vicarious agents, limited to the typical damages that were foreseeable when the contract was signed; however, this is unlimited for legal representatives and executives.

c) In the case of slight negligence of an obligation that is significant enough to endanger the attainment of the purpose of the contract (cardinal obligation), Deutsch Technologies GmbH is liable for the typical damages that were foreseeable when the contract was signed.

In other matters, the liability of Deutsch Technologies GmbH is excluded.

9.2 Incidentally for the warranty the legal regulations of the respective contract type apply. The warranty period is 12 months.

9.3 The customer is obliged to ensure it backs up its own data. Deutsch Technologies assumes no liability for the loss of data on storage media of the customer which could have been avoided by daily data backup.

9.4 If the services of Deutsch Technologies are restricted by server capacities, Deutsch Technologies may specify maximum capacities which are available to the customer. If the customer exceeds this specification, Deutsch Technologies is not liable for any damages arising from this.

9.5 Deutsch Technologies assumes no warranty or liability for the compatibility of the software it delivers with the software of other manufacturers. It is a different case only with respect to the operating systems for which there is compatibility according to the product data.

9.6 If the customer provides Deutsch Technologies with documents, photographs or other material for the purpose of fulfilling the contract, it is solely incumbent on the customer to clarify whether any rights of third parties could be violated or elements of an offence could be fulfilled by using the material. If such a circumstance is not evident for everyone, the customer exempts Deutsch Technologies in the internal relationship from all asserted claims. The exemption obligation also includes any settlement payments and the necessary costs of the legal defence; this also applies when the asserted claims prove to be unfounded afterwards or this remains unclarified because of a concluded settlement, for example.

9.10 Delivery and service delays on account of an act of God and on account of events which essentially make delivery for Deutsch Technologies more difficult or impossible (in particular strike, lockouts, official directives etc.), including when occurring at suppliers, are not the responsibility of Deutsch Technologies, even with binding agreed periods and dates. They entitle Deutsch Technologies to postpone the delivery or service by the duration of the obstruction plus an appropriate start-up period or, if it is not only a matter of temporary obstacles to fulfilment of the service, to withdraw from the contract in full or in part on account of the not yet fulfilled part. If the obstruction lasts longer than three months, the customer is entitled, after the setting of an appropriate respite, to withdraw from the contract with respect to the not yet fulfilled part. If the delivery period is extended or if Deutsch Technologies becomes exempt from its obligation, the customer may derive no claims for damages from this. Deutsch Technologies can refer to the cited circumstances only when it informs the client immediately.

10 Applicable law, place of jurisdiction

10.1 All right and obligations concerning legal transactions completed between the customer and Deutsch Technologies are subject to German material laws, especially German civil laws, commercial laws, copyright laws, trademark laws. The regulations of the UN purchasing law do not apply.

10.2 Inasmuch as the customer is a businessman in the terms of the HGB or a corporation under public law or does not have its headquarters in Germany, the place of jurisdiction shall be Dresden.

11 Escape clause

Should one provision of these General Terms and Conditions become ineffective or null and void, the remaining regulations shall not be affected. This also applies if only individual clauses are affected and an independent meaning remains for the regulation. Art. 139 of the German Civil Code is ruled out. If, for these General Terms and Conditions, there is a version in the English language alongside the German language, only the German version shall be decisive for the interpretation of the contractual regulations. In this case, the parties are obliged to replace the ineffective regulation with an effective one which economically most closely approaches the ineffective regulation.

© 2006 Carsten Prokop, Dresden, Germany