General Terms and Conditions of Purchase

A. Master Terms

A.1 Exclusive application

These Terms shall apply exclusively. Additional, differing or contrary terms shall not apply except if expressly agreed upon in writing (with signature of authorized representative), which shall also apply if we accept delivery or contract performance by Supplier despite our knowledge of differing or contrary terms.

A.2 Contract basis

A.2.1 The contractual basis are the documents and provisions that apply in the following order of precedence:

• the provisions agreed in the individual cases, to which we have expressly consented in writing;
• these Terms, including the Main Terms and the applicable Additional Terms;
• the purchase order of TeamViewer;
• the commercial and technical content of Supplier's offer.

A.2.2 General terms and conditions of Supplier, whether in form of any click wrap, shrink wrap, or other terms and conditions included with or associated with the products or services or the medium on which they are contained, including without limitation, any purchase order, invoice, statement, or web page, shall not apply.

A.2.3 Where a third-party product is included in the delivery and TeamViewer has consented to the license terms or terms of use of such third-party provider, only those terms regarding the nature and scope of the use rights shall be applicable. Any further provisions, in particular those on the warranty, liability, applicable law and/or jurisdiction, shall have no effect on the relation between Supplier and TeamViewer.

A.3 Written form

Oral agreements of any kind – including subsequent modifications and supplements to these Terms – must be confirmed by us in writing in order to become effective. 

Unless otherwise stipulated herein, the written form requirement is also deemed as fulfilled by telefax or by transmission of a scan copy via email.

A.4 Order

An obligation on our part to purchase the goods or services is only established when a formal written order is placed by us and accepted by Supplier. Supplier shall accept our order within the valid term or the deadline set out therein. Should the order do not contain a deadline, it shall be accepted within two (2) weeks.

A.5 Price

Price shall be defined in our purchase order. Provided nothing to the contrary has been expressly agreed, the stated price shall be deemed as final price including transport, shipping, packaging and insurance costs for delivery to our facilities and the respective statutory VAT.

A.6 Payment

Payment shall be made according to the payment term in the order, in each case with the agreed discount. Unless otherwise individually agreed, in writing in a specific instance, payment shall be made at latest 60 days after receipt of the full delivery of goods or services (including the accompanying documents), or, if TeamViewer receives an invoice after receiving the goods or services, 60 days after receipt of this invoice.

A.7 Invoicing

Invoices shall be submitted in electronic form exclusively to: [email protected]

A.8 Offset, right of retention, assignment

A.8.1 We reserve all rights to offset as well as all rights of retention as provided by applicable law.

A.8.2 Supplier shall not assign the contractual claims and duties to any third party without our consent.

A.9 Delivery term

A.9.1 Unless explicitly stipulated to the contrary, all delivery dates stated in the order or otherwise agreed upon are binding,

A.9.2 Supplier shall immediately inform us of any threatening or existing delay in delivery, the reasons for such delay and the anticipated duration of such delay. The foregoing shall not affect the occurrence of a default in delivery. In case of a default in delivery we reserve all rights under applicable law.

A.10 Notification of Defects

A.10.1 An examination of the goods or services conducted by us at incoming goods or receipt of services only serves the purpose to find obvious damage, in particular transport damage and discrepancies in terms of the identity or quantity of the delivery, except as otherwise agreed with you in a Quality Assurance Agreement.

A.10.2 We will give notice of any defects found without undue delay after their discovery. However, the delay or failure to give such notice shall not be deemed as approval of defects or waiver of rights; nor shall it lead to any objection of Supplier to our claims in case of defects.

A.11 Liability for Defects

A.11.1 We reserve all rights and remedies for non-conformity provided by applicable law. We are especially entitled, upon our election, to claim remedy of defects, re-delivery of conforming goods/services, and damages.

A.11.2 In case of imminent danger, we are entitled, after giving notice to Supplier, to remedy the defects at the costs of Supplier.

A.12 Withdrawal and termination rights

A.12.1 In addition to the rights of withdrawal pursuant to the applicable law, we have the right to withdraw from the contract if there is or threatens to be a fundamental deterioration to the financial circumstances of Supplier and as a result of this the performance of a supply obligation to us is in jeopardy, or Supplier is likely to be unable to meet his existing obligations to pay on the date of their maturity pursuant to § 18 German Insolvency Law (Insolvenzordnung) or over-indebtedness of Supplier becomes apparent.

A.12.2 In the event of a contract for performance of a continuing obligation, the regulation above shall apply by analogy provided that the right of withdrawal shall be substituted by an extraordinary right to terminate the contract without notice.

A.12.3 In the event of a partial performance by Supplier, we reserve the right of withdrawal if there is no interest for said performance.

A.12.4 Statutory rights and claims shall not be limited by the regulations included in this Section.

A.13 Documentation and confidentiality

A.13.1 Supplier shall keep confidential all business and technical information made available by us (including features which may be derived from objects, documents or software provided, and any other knowledge or experience) as long and to the extent that it is not proven public knowledge, and it may only be made available to those persons in Supplier’s business facility who necessarily need to be involved in the use thereof for the purpose of delivery to us and who are also committed to confidentiality; the information remains our exclusive property. Without our prior written consent, such information must not be duplicated or exploited commercially – except for deliveries to us.

A.13.2 At our request, all information originating from us (if applicable, also including any copies or records made) and loaned items must be, without undue delay, returned to us in full or destroyed.

A.13.3 We reserve all rights to such information (including copyright and the right to file for industrial property rights such as patents, utility models, semiconductor protection, etc.). In the event this is provided to us by third parties, the reservation of rights also applies for the benefit of such third parties.

A.13.4 Products manufactured on the basis of documentation drafted by us such as drawings, models and the like, or based on our confidential information, or manufactured with our tools or with tools modeled on our tools, may neither be used by Supplier itself nor offered or supplied to third parties. This also applies analogously to our print orders.

A.13.5 At the end of the contract, Supplier shall immediately and without request return all documents, guides, materials or objects received from us that have not been granted permanently for the purpose of contract performance. This also applies to all copies. We are entitled to demand the safe deletion or destruction in place of the return in whole or in part. This must be proven to us upon request and at our choice by appropriate declaration or otherwise. Legal retention obligations remain unaffected thereby.

A.14 Supplier staff; subcontractors

A.14.1 The persons deployed to provide the services must be qualified in accordance with the agreement, irrespective of this, however, at least in accordance with the purpose of the contract and the task. Irrespective of this, Supplier shall ensure that the employees designated for the provision of services have the qualifications that at least meet the requirements for the performance of the owed service. Notwithstanding the above, we reserve the right to object to the use of individual employees or to request their replacement by other qualified employees. Supplier may only replace persons deployed for the performance of the contract in agreed key positions with our consent.

A.14.2 Supplier may only use subcontractors or may only replace used subcontractors for the performance of services if we have expressly agreed to this in writing. The training of the new subcontractor shall be carried out at Supplier's expense.

A.14.3 The employees of Supplier engaged for the performance of service shall be subject exclusively to Supplier´s right of direction and disciplinary authority and shall not be integrated into our organization.

A.14.4 Each party shall appoint a responsible contact person for all matters in connection with the contract performance. We will transmit requirements for the service to be provided exclusively to the contact person named by Supplier and shall not issue any instructions to the other persons employed by Supplier.

A.15 Individual contractor

If Supplier is a natural person and performs the services as contractor in his own name, the following shall apply:

• Supplier shall act in his own name and for his own account vis-à-vis us. He declares to be legally and economically independent and, in particular, to act as an entrepreneur to a considerable extent for other contractual partners. He undertakes to inform us immediately of any changes in this regard during the term of the service contract.
• Supplier is responsible for his own retirement and health provision.
• Supplier is obligated to properly pay any sales tax owed to the tax office and to independently and properly pay tax on remuneration.

A.16 Data Protection

Supplier undertakes to comply with the relevant provisions of data protection law, such as the German Data Protection Law (BDSG) and the General Data Protection Regulation (GDPR).

Should personal data be processed by Supplier as a data processer of us, Supplier shall conclude the data processing agreement (DPA) together with the technical and organizational measures (TOMs) with us.

Supplier shall indemnify us against damages and liabilities resulting from claims made against us by any third party which have arisen due to Supplier´s breach of data protection provisions or the contractual obligations pursuant to the DPA. This indemnity claim is not subject to any limitation of liability.

A.17 Limitation period

The limitation period for claims for defects (warranty period) shall be three (3) years; should the statutory limitation period for claims for defects be longer, the longer limitation period shall apply instead.

The limitation period shall commence with the transfer of risk in the case of the delivery of goods, of work contract or a contract to produce a work with the acceptance in the case of contractual performance requiring acceptance, with our handover confirmation in the case of contractual performance requiring handover, otherwise in accordance with the statutory provisions. The statutory limitation periods shall apply to liability and other claims.

A.18 Applicable law

The contractual relationship shall be governed by the laws of the Federal Republic of Germany (excluding the Convention on Contracts for the International Sale of Goods).

A.19 Jurisdiction and arbitration

If Supplier is resided in EU or Switzerland, the parties submit all their disputes arising out of or in connection with the contractual relations between the parties to the exclusive jurisdiction of the courts of Stuttgart, Germany.

If Supplier is resided out of EU and Switzerland, all disputes arising in connection with the contract or its validity shall be settled in accordance with the Arbitration Rules of the German Institution of Arbitration (DIS) without recourse to the ordinary courts of law. The place of arbitration is Stuttgart, Germany. The number of arbitrators shall be one (1). The language of the arbitral proceedings shall be English. The arbitral award is final and binding upon both parties.

A.20 Severability clause; language

A.20.1 If one or more of the provisions in, or of the present contractual clauses is or becomes invalid, the validity of the remaining clauses and the validity of the contract itself shall not be affected.

A.20.2 Where contractual gaps should become apparent during the performance of the contract, these must be remedied with replacement provisions equating as closely as possible to the contract’s commercial purpose.

A.20.3 The original of these Terms is drawn in the German language. Where Supplier has its main seat in Germany, Austria and Switzerland, the German version shall prevail over the English version. In all other countries the English Version shall prevail. All other translations shall solely serve for a better understanding.

B. Special Terms for Purchase of Goods

These terms and conditions shall supplement the TeamViewer General Terms and Conditions of Purchase and apply to our purchase of physical goods. Supplier in this section is also referred to as a “Seller”.

B.1 Place of performance

Place of performance is the place of delivery as stated in our request for goods or our order. Should the place of delivery not be expressly determined and cannot be inferred from the agreements of the parties in way of interpretation, the registered seat of TeamViewer shall be deemed as the place of delivery/performance.

B.2 Passing of risk

The risk of loss or damage to the goods passes to us upon proper and complete delivery at the agreed place of delivery, without express indication the business address of TeamViewer.

B.3 Retention of title

The title to the goods passes to us upon the handover or delivery of the goods and without regard to the payment of the price. However, if we accept in individual cases an offer of Supplier for transfer due to the payment of the purchase price, Supplier's retention of title expires at the latest with payment of the purchase price for the delivered goods. In the proper course of business, we remain authorized to resell the goods before payment of the purchase price, with advance assignment of the resulting claim (in the alternative, the simple retention of title extended to the resale). In any event, all other forms of retention of title are excluded, in particular, the extended retention of title, the forwarded and the extended retention of title extended to further processing.

B.4 Warranty

Seller warrants as follows:

(i) The goods comply with all applicable legal requirements, laws and regulations of the state in which the goods were manufactured, stored or delivered, if applicable.

(ii) The manufacture of the goods is of high quality and carried out in accordance with the applicable industry standards and best practice requirements. The goods shall be safe, fit to be placed in the market and suitable for the intended use and comply with the specifications in all respects.

(iii) The products are marked in accordance with the specifications and legal requirements (the latter includes in particular the country of manufacture and the country of destination).

B.5 Product Liability

Supplier shall, upon first demand, indemnify us and hold us harmless from and against any and all liability or claims of third parties based on the manufacture, delivery, storage, or use of the delivered goods. The above indemnification shall not apply if the claim is based on our intentional or grossly negligent breach of duties.

B.6 Insurance

Supplier shall, at all times during the term of this contract, maintain product liability insurance with an adequate insurance. The amount of minimum insurance is specified in the order and in any case no less than EUR 200.000 for each single occurrence of personal and property damage. Further damages shall remain unaffected.

B.7 Warranty of Title

Supplier warrants that the goods are free of third-party rights and that the intended use of the goods does not violate any rights of third parties. Supplier shall indemnify us, upon first demand, from any claims of third parties in this regard.

C. Special Terms for Procurement of Software and IT Services

These specific terms and conditions supplement to the Master Terms and apply to our procurement of software and services in the field of information technology (IT services).

The Supplier who provides the software development or other IT services according to this section is hereinafter also referred to as the “Contractor”.

C.1 Contractual Work

Supplier shall provide the contractual service according to the contractually defined or intended use by TeamViewer and TeamViewer Affiliates, free of material defects and defects of title.

Furthermore, the following provisions of the contractual service apply to the respective order of:

• Provision of standard software (C.1.1);
• Cloud Services or SaaS (C.1.2);
• Software development (C.1.3);
• Other IT services, including related services  (C.1.4).

C.1.1 Provision of standard software

If standard software is ordered or the provision of standard software is included in the execution of the contract, Supplier shall provide the following contractual services:

• Provision of the documentation. Unless otherwise contractually agreed, the documentation must be sufficient to enable an IT specialist to install, operate and maintain the software without support from Supplier.
• Granting of rights of use. Unless otherwise contractually agreed, Supplier shall grant all TeamViewer Affiliates a non-exclusive right of use to the standard software that is the subject matter of the contract, unlimited in terms of time and territory. Restrictions on the content of rights of use, in particular with regard to the number of installations or the (named or concurrently accessing) users, shall only apply to the direct use of the standard software, but not to the indirect use by users accessing other systems and/or programs used by TeamViewer Affiliates that interoperate with the software.

C.1.2 Cloud Service; SaaS

Supplier of Cloud Services or software-as-a-services (SaaS) shall provide the following contractual services during the term of the contract:

• Granting access to use the Cloud Services;
• Provision of the software and cloud-based services in order to ensure the contractually agreed or appropriate use by TeamViewer companies;
• Adaptation of the Cloud Services on an ongoing basis to the current state of the art; in doing so, the Contractor shall at least comply with the requirements and standards of the IT-basic protection of the Federal Office for Information Security (BSI);
• Availability according to Service Level Agreement (SLA): if no SLA has been concluded, Supplier shall guarantee an availability of the Cloud Services of 99.98%, based on the calendar month. 
• Supplier shall inform us immediately of any relevant changes (e.g. interfaces) to the Cloud Services and provide the information required for uninterrupted continuation of the contractual use of the Cloud Services. 
• Granting of the non-exclusive rights of use, unlimited in terms of space and content, to all TeamViewer Affiliates to use the software provided via the Cloud Services in accordance with the contract and the intended use. 

The Cloud Services are subject to TeamViewer's approval before they are put into operation. Prior to such release, the term (rental period; subscription) shall not commence and the remuneration agreed for the Cloud Services shall not become due.

Supplier shall perform or enable regular data backups. The data backup must be carried out in reasonable proportion to the risk of loss and damage, but at least on a daily basis

C.1.3 Software development

Contractor of software development shall - as contractual services - provide the development services to us properly and in accordance with the current state of the art, including current programming standards, while complying with the applicable quality and safety standards and working methods.

Contractor's primary performance obligation shall include:

• Planning, coordinating and performing the development services ordered by TeamViewer.
• Delivery of results, upon TeamViewer's request also submission at the design stage and as an interim status
• Documentation of the provided development services in a technically comprehensible manner
• Information about the status of development services on a regular basis and upon request
• Granting of the rights of use to performance results in accordance with C.5.

As performance result, the source code of the software shall be handed over in the agreed form. The source code shall include the professional commentary of the source code and description of the necessary system parameters as well as other necessary information enabling us to process the source code with specialized personnel in order to carry out independent further development of the software created by Supplier.

C.1.4 Consulting and other services

Contractor shall render all Contractual Services in compliance with the agreed features and requirements of TeamViewer, and/or appropriate for the proper use by TeamViewer, in a high quality, professional manner, with the highest degrees of skill, care, diligence, prudence and foresight which could reasonably be expected from a highly skilled and experienced person performing similar services in similar circumstances; and in accordance with all applicable quality and safety standards and working methods of best practice. The rights to use the work results shall be granted to us in accordance with C.5.

C.1.5 Obligation to notify

Supplier shall inform us immediately if one of our specifications or requirements for the contractual performance is to a material extent defective, incomplete, contradictory or not executable as agreed or if a more economical solution exists for us. Insofar as this is possible with reasonable effort, Supplier shall at the same time inform us of the consequences, insofar as these circumstances are recognizable to Supplier on the occasion of the performance of his services. This shall also apply if Supplier is aware that it will not be able to meet the agreed deadlines or execution periods.

C.2 IT and Data Security

C.2.1 Supplier shall comply with TeamViewer IT Security Requirements shall apply. For software development, the applicable TeamViewer guidelines and policies for research and development shall apply in addition.

The compliance therewith shall be deemed as essential contractual obligation of Supplier.

C.2.2 Supplier of software shall ensure that software is checked with an up-to-date virus search program before being provided to us and does not contain any so-called malware (software with malicious functions), computer viruses or worms, Trojan horses or similar. Upon our request, Supplier shall ensure by means of up-to-date software security tests prior to the transfer and shall prove to us by submitting certificate evidence that the software does not contain any critical vulnerabilities that could damage the integrity and confidentiality of the systems and data of TeamViewer or those of third parties using the contractual service.

C.2.3 Supplier of the cloud services or software-as-a-services (SaaS) as well as the contractor providing software development or other IT services on-premise must encrypt the relevant data (data in rest / data in transit) according to current standards (TLS encryption)

C.2.4 Insofar as a Contractor provides services that are to be deployed in our IT infrastructure or our products for use by our customers in accordance with the order, these services may neither jeopardize the integrity, confidentiality and availability of our IT infrastructure or products or parts thereof, nor run counter to our confidentiality or security interests through undesirable activities. A possible activity is undesirable if it was neither requested by us in the context of the provision of the service, nor offered by the contractor, nor expressly authorized by us in the individual case.

C.2.5 Services to be provided on our premises or at our request on the premises of third parties shall be provided by the Contractor in compliance with the applicable house rules and technical and organizational requirements under the supervision and sole authority of the responsible employees designated by the Contractor as an independent and autonomous service of the Contractor.

C.3 TeamViewer’s duty to corporate

C.3.1 We shall only be obliged to provide resources (hardware, software, premises, etc.) if this is expressly agreed in writing. The use of premises, areas or other facilities - in particular for the operation of systems - by the Contractor shall require a separate contract of use in which, in particular, the period of use and the security obligations to be fulfilled by the Contractor are specified, and shall take place exclusively for the purpose of and within the scope of the performance of the service. Identifiers or passwords may not be saved or passed on; these must be changed after ninety (90) days at the latest in each case.

C.3.2 We shall only be obliged to cooperate in the performance of the contractual service if this is expressly agreed in writing. The agreed cooperation services of TeamViewer must be requested by the Contractor in due time.

C.3.3 If Contractor requires access to our systems in order to provide the service, this shall only be possible using our technologies and shall require the Contractor's prior express consent in text form. In doing so, the contractor shall comply with our security guidelines and follow the instructions of our employees.

C.3.4 TeamViewer Materials Software programs and the related documentation provided by TeamViewer to Contractor for the performance of services, in particular source codes, software development tools/SDK, access to the programming interface and other resources of TeamViewer (collectively “TeamViewer Materials”), are strictly confidential and shall be deemed as business secrets of TeamViewer. Supplier shall adopt all reasonable technical and organizational measures to protect the TeamViewer Materials against unauthorized access, with the same effort as for the protection of its own business secrets, at least with the degrees of skill, care, diligence, prudence and foresight which could reasonably be expected from a highly skilled and experienced IT experts performing similar services in similar circumstances.

Contractor shall ensure the TeamViewer Materials will only be accessed and handled by such of its employees and agents who are entrusted with the provision of services in the course of this Agreement, strictly for and in frame of the contractually agreed purposes. Supplier shall require the said persons with access to TeamViewer Materials to sign an appropriate confidentiality declaration or enter into an agreement with similar content, a proof of which shall be presented to TeamViewer upon request.

Upon request of TeamViewer at any time, at latest at the end of the respective Contract without request, Supplier shall immediately and return all TeamViewer Materials and any copies thereof. Supplier may provide a written confirmation on the safe deletion or destruction in place of the return in whole or in part.

C.4 Open-Source Software Components

C.4.1 For the provision of Standard Software or Cloud Services/SaaS, the following obligations related to Free and Open Source Software (FOSS) shall apply:

(a) Supplier shall comply with all obligations associated with FOSS licenses applicable to the Contractual Services provided by Supplier to TeamViewer.

(b) Contractual Services may only contain FOSS upon explicit prior written approval by TeamViewer and in particular no FOSS under general public license or similar free rights, including without limitation: GNU Affero General Public License (AGPL), Reciprocal Public License (RPL), Apple Public Source License (APSL), Open Source License (OSL), Common Public Attribution License (CPAL).

(c) Supplier shall provide the Contractual Services bundled together with all material which must accompany the Contractual Services on distribution, e.g. source code - if and to the extent required by the applicable FOSS License -, license texts, copyright notes Additional FOSS Material (“Additional FOSS Material”). This Additional FOSS Material shall be provided in digital form which allows data processing (eg. SPDX, pdf, txt…), or a program function to display (e.g. “About-Dialog”), and in any other way the applicable FOSS Licenses allow (e.g. a link for downloading the Additional FOSS Material from third party controlled websites is normally not sufficient). If a FOSS license allows a “written offer” to be provided instead of the Additional FOSS Material itself and allows this written offer to be limited in time, the limitation in time shall be included in the text of the written offer, however, the Parties agree, that to the benefit of TeamViewer, Supplier shall not be allowed to rely on the limitation in time.

(d) Upon TeamViewer’s request Supplier will provide TeamViewer with a list of the FOSS components contained in the Contractual Services with: (1) FOSS component name and version number, (2) name and version number of the FOSS License/indication if “Free Software” respectively applicable, (3) a repository where the FOSS component is available (e.g. URL/homepage) (e.g. URL/homepage), (4) information about how Supplier fulfilled the FOSS license obligations of the FOSS components.

C.4.2 The following obligations of the Contractor apply to the provision of software development and other services:

(a) Inclusion of software components that trigger a copyleft effect, for example GNU General Public Licence ("GPL") as well as software components based on such software components, is prohibited.

(b) Third-party and free and open source software components may only be included in the contractual services if we consent to this in writing in advance. To obtain such consent, the components must be named and the version numbers and licences must be provided. This shall also apply if the licence conditions relevant to the free and open source software components expressly permit this use both in original and in edited or other form. If the contractor intends to use free and open source software components in the delivery items, the contractor assumes an essential contractual obligation to inform us immediately in text form (i) which free and open source software components are to be used, (ii) which copyright/copyrights are to be used and (iii) which copyright/copyrights are to be used, (iii) expressly confirm to us that no so-called copyleft effect is triggered, on the basis of which the delivery items as a whole or in essential components would have to be classified as free and open source software components. In particular, the contractor shall expressly confirm that no proprietary software components are covered by the copyleft effect. Insofar as the use of free and open source software components is permissible in accordance with this clause, Supplier shall be obliged to ensure that the use of the free and open source software components does not restrict our use of the delivery items in accordance with the contract or the intended use. Contractor shall provide the information on (i) and (ii) in a format specified by us.

C.4.3. Without limitation to any other rights of TeamViewer, Supplier agrees that it shall cure any noncompliance with this Section C.4 within a reasonable period of time once having knowledge thereof or once notice of such noncompliance has been received from TeamViewer and Supplier will indemnify TeamViewer for all costs, expenses and damages caused by the non-compliance or untimely compliance, whether by act or omission, with this Section.

C.5 Rights to the performance result

C.5.1 Unless otherwise agreed in the contract, in the relationship between the contracting parties, we alone shall be entitled to all rights to the performance results arising from the performance of the service, in particular software programs, object and source code, application documentation, solution implementations, test results (collectively "Performance Results"), in each case at the time of the performance of the service.

The rights to the Performance Results shall include, in particular, industrial property rights of any kind, such as property rights, patent rights, trademark rights, utility models and design rights (the "Industrial Property Rights") as well as the right to apply for such Industrial Property Rights.

C.5.2 To the extent that Contractor acquires by operation of law copyrights and industrial property rights in the results of the Services, Contractor hereby irrevocably assigns such rights; if a transfer should be legally impossible or not fully comprehensive, Contractor hereby grants an unrestricted, transferable, perpetual, irrevocable and sub-licensable right, exercisable in terms of time, content, space, also in any environment (including system environment), to use the performance results in the original or in modified, translated, edited or redesigned form in all known types of use, which means in particular to store and load them permanently or temporarily, to display and run them, even if this would require copying, to modify, edit or otherwise transform them, to store them on any medium or in any other way, to reproduce them, to exhibit them, in particular to make them publicly or non-publicly accessible, to use them in databases, data networks and online services, including the right to make performance results available to our users by means of tools selected by us or for downloading, to make them available to our users by means of tools selected by us or to make them available to our users by means of tools selected by us or to make them available to our users by means of tools selected by us or to make them available to our users by means of downloads. to make them available for download, to have them used and processed by third parties or to have them operated for us, not only for our own purposes, but also to use them and make them available for the provision of services to third parties.

The right of use shall apply to the performance results in all development, intermediate and final stages as well as to other materials necessary for the exercise of the rights of use, such as analyses, specifications or functional specifications, concepts and descriptions.

C.5.3 Insofar as the performance results are things or are embodied in things, the Contractor shall transfer ownership of the performance results to us.

C.5.4 The transfer or (sub)licensing of performance results - or a component of that - as such to third parties is prohibited; also prohibited is the use of the acquired know-how by the contractor within the scope of behalf of third parties if our business secrets within the meaning of German Business Secrets Act (GeschGehG) are thereby violated or a competing product or imitation of our product is thereby promoted.

C.6. Claims for defects, warranty

C.6.1 In the event of a defect of quality or defect of title in the contractual services, Supplier shall, within a reasonable period of time set by us, provide supplementary performance, at TeamViewer's option either the removal of the defect or the renewed provision of the contractual services, at its own expense.

If Supplier does not comply with the request for supplementary performance or does not comply with it in due time, or if the supplementary performance fails twice, we shall be entitled to

• remedy the defect ourselves or have it remedied by a third party and demand the necessary expenses for this from Supplier or
• reduce the agreed remuneration appropriately or
• to withdraw from the contract and demand the return of any remuneration already paid and
• to demand compensation for the damage incurred by us as a result of the defect as well as compensation for the expenses which we have incurred in reliance on the receipt of the defect-free contractual services.

C.6.2 In the event of a partial rescission or termination, the Contractor shall only receive remuneration for the contractual performance accepted as free of defects and not covered by the partial rescission or provided after the termination, provided that these can be used by us in a commercially reasonable manner. We reserve the right to claim damages or reimbursement of expenses.

C.7 Industrial property rights of third parties

C.7.1 Supplier warrants that he is entitled to transfer the rights of use to the contractual services and that the contractual use by TeamViewer Enterprise does not infringe any third-party property rights.

C.7.2 Supplier of software development and other IT services has entered into valid and sufficient agreements with its employees and other persons involved in the development, including internal and external employees, representatives, consultants and subcontractors, and shall take all necessary measures to ensure that the development result created by this group of persons is ultimately transferred to us.

C.7.3 Supplier shall indemnify us comprehensively against all actions, claims, accusations, demands, losses and expenses attributable to the infringement of third party intellectual property rights by Supplier and shall bear all costs resulting therefrom. This indemnification claim is not subject to any limitation of liability.

C.8 Remuneration

C.8.1 The contractual service shall be remunerated either with a lump-sum fixed price or on a time and material basis, at the option of the parties:

(a) The lump-sum fixed price is a unilaterally non-changeable total compensation owed for the contractual performance. Unless otherwise contractually agreed, the lump-sum fixed price shall include the cost of materials, travel time, travel expenses and other incidental expenses; subsequent claims by the Contractor shall be excluded.

(b) Remuneration according to expenditure shall be calculated on the basis of a daily rate, unless otherwise agreed in the contract. A daily rate is eight (8) working hours. If less than eight (8) hours are worked per day, these shall be invoiced on a pro rata basis. If an hourly rate has been agreed, hours started shall be remunerated on a pro rata basis. Travel time, travel expenses, material costs and/or incidental expenses shall be compensated in accordance with the contractual agreement.

C.8.2 If a total price or project price is specified in the case of payment by effort, this shall be deemed to be the cost framework or the upper limit of the approved project budget, and compensation shall only be invoiced for services actually rendered, unless expressly agreed otherwise in the contract. Contractor shall inform us, without being requested to do so, of the processing status and the expected remaining workload when the cost framework has been reached by approx. 50%, 75% and 100% or if it becomes apparent that there are obstacles to the complete performance of the service within the cost framework. Irrespective of this, the Contractor shall be obliged to provide the agreed service in full even if the cost framework is exceeded.

C.8.3 Remuneration at the lump-sum fixed price shall be settled after performance of the service. Partial payments shall be made as agreed in the contract.

C.8.4 Remuneration on effort shall be invoiced monthly in arrears, unless otherwise agreed. The settlement of compensation on an effort shall be subject to Contractor submitting to us in due time, at the latest together with the invoice, signed evidence of the services rendered and the other costs claimed.

C.9 Insurance cover

Contractor must have the insurance cover as requested by us or, if no request is made by us, a customary market liability insurance in its scope for professional providers of the contractual services from a member state of the EU or a comparable insurance at the place of performance, and prove to us upon request.

Contractor shall maintain this insurance coverage until the end of the IT service contract. If Contractor fails to comply with this obligation, we shall be entitled to terminate the contract after setting a reasonable deadline to no avail if we can no longer reasonably be expected to adhere to the contract. Further claims, in particular claims for damages, shall remain unaffected by this.

C.10 Term and termination

If the duration of the contract has neither been agreed nor can be inferred from the nature or purpose of the contractual services, it may be terminated in whole or in part by either party with one month's notice to the end of a calendar month, but no earlier than the end of a minimum contract period agreed in the contract. A different period of notice may be agreed in the contract.

Version as of June 1, 2022