General Terms and Conditions for the Purchase of Software and Software Maintenance of AceBIT GmbH

(As of 04/2026)

1. Scope of Application

1.1 These Terms and Conditions shall apply to all contracts that you conclude with us, AceBIT GmbH, Schleiermacherstr. 10, 64283 Darmstadt, Germany, registered with the Amtsgericht Darmstadt under commercial register number HRB 33038, VAT identification number DE198971166, for the purchase of licenses for standard software programs (hereinafter referred to as “Standard Software”) and the ordering of software maintenance services.

1.2 Deviating terms and conditions shall not be recognized by us unless we have expressly agreed to their applicability in writing.

1.3 We reserve the right to amend these Terms and Conditions at any time. The amended Terms and Conditions shall apply to all orders that you place with us after the amended Terms and Conditions have entered into force. Amended Terms and Conditions shall enter into force on the day on which we publish the Terms and Conditions on our websites (www.password-depot.de).

2. Contract Language

The language available for the conclusion of the contract is exclusively German.

3. Consumers and Entrepreneurs

3.1 A “consumer” is any natural person who orders the services offered by us for purposes that can predominantly neither be attributed to their commercial activity nor to their self-employed professional activity.

3.2 An “entrepreneur” is a natural or legal person or a partnership with legal capacity that orders the services offered by us in the exercise of its commercial or self-employed professional activity.

3.3 These Terms and Conditions shall apply to consumers and entrepreneurs. Insofar as certain provisions apply only to consumers or only to entrepreneurs, this is expressly stipulated in the respective provision.

4. Offer of Services

4.1 On our websites, we offer you the purchase of licenses for certain Standard Software and the ordering of the software maintenance services offered by us for such Standard Software. The presentation of the services offered on our websites constitutes a non-binding invitation to you to submit to us a legally binding offer to conclude a contract for the service selected by you.

4.2 The performance characteristics of the Standard Software offered by us and the scope of the software maintenance services offered by us for such Standard Software are set out in these Terms and Conditions and in the descriptions on our websites. In the event of contradictions, the provisions of these Terms and Conditions shall prevail. In addition, the end-user documentation delivered by us with the Standard Software contains descriptions of the requirements for use and the performance characteristics of the Standard Software. This shall also apply to the end-user documentation that we deliver, upon conclusion of a software maintenance contract, together with the updates and upgrades issued by us.

4.3 The rights of use acquired with the purchase of licenses for Standard Software shall be governed by the end-user license terms and conditions applicable at the time of the order, which you may review via the following link: https://www.password-depot.de/de/company/eula.htm. In the event of contradictions, these Terms and Conditions shall prevail with regard to the software licenses ordered from us by you.

4.4 We offer software maintenance services only for Standard Software for which you have purchased corresponding licenses for permanent use. Software maintenance services are not part of a license for permanent use of the Standard Software acquired by you, but must be ordered and remunerated separately. However, this shall not apply to Security-Updates. Security-Updates within the meaning of these Terms and Conditions are patches, hotfixes, updates, upgrades or other modifications to the Standard Software that serve to remedy, eliminate or mitigate identified security vulnerabilities, security risks or other security problems. Insofar as we provide Security-Updates for Standard Software acquired by you in order to remedy identified security problems, we shall make them available to you for download without undue delay and free of charge during the support period applicable to the respective Standard Software and notified by us at or before the conclusion of the contract, and shall provide them with the security notices required for their installation and use. Insofar as technically feasible, we shall provide Security-Updates separately from feature updates and other upgrades. Insofar as this is not technically feasible and a Security-Update can only be provided together with a feature update or upgrade, the respective version shall be made available to you free of charge insofar as this is necessary to remedy the identified security problem. Security-Updates that we provide during the support period shall remain available after their provision for at least ten years or for the longer remaining portion of the support period. Sentences 3 to 8 shall not apply insofar as something else has been expressly agreed with an entrepreneur in relation to a product with digital elements specifically tailored for that entrepreneur. If you have concluded a software maintenance contract with us for the Standard Software for which you have purchased licenses for permanent use, you shall be entitled, for a period of 12 months, to the following services: (a) download of all other updates not covered by the above provisions on Security-Updates (interim releases in which only the minor version number or revision number changes, e.g. from version 10.1.0 to 10.2.0 or from 10.1.1 to 10.1.2) and upgrades (new version in which the major version number changes, e.g. from 9.1.0 to 10.0.0) that we issue for the respective Standard Software during this period, and (b) the option to submit by email, during our usual business hours (Monday to Friday from 9 a.m. to 5 p.m., except on public holidays at our registered office), inquiries regarding application problems or errors in the Standard Software to [info@password-depot.de](mailto:info@password-depot.de). Depending on workload, the response time of our service desk for initial feedback is generally 72 hours. In addition, for entrepreneurs who have concluded with us a software maintenance contract for our Standard Software Enterprise Server, we offer the following services: (1) telephone support and remote maintenance via TeamViewer during our usual business hours (see above); (2) reduction of the maximum response time for inquiries regarding application problems or errors in our Standard Software Enterprise Server to generally no more than 24 hours. The stated response time is calculated from the receipt of an inquiry or error report by our service desk until the time at which we provide you with initial feedback on the status of processing. However, the response time shall run only during our usual business hours (see above) and shall be suspended during periods outside those hours.

4.5 After expiry of the twelve-month software maintenance period, the software maintenance contract shall automatically renew for successive periods of 12 months each unless it is ordinarily terminated by you or by us upon 30 calendar days’ notice. Our prices valid at that time shall apply to the respective renewal period. 60 calendar days before each automatic renewal, you will receive from us an electronic notification of the upcoming contract renewal and of the prices applicable to the renewal period at the email address provided by you. Ordinary termination of the software maintenance contract before expiry of the twelve-month software maintenance period is excluded. The right of either party to extraordinary termination without notice at any time for good cause shall remain unaffected by these termination provisions.

4.6 In respect of the updates and upgrades delivered under a software maintenance contract, you shall acquire the same rights of use as those acquired by you for the Standard Software that is the subject matter of the software maintenance contract. The updates and upgrades delivered by us under a software maintenance contract are intended to update the version of the Standard Software used by you. Parallel use of the original software version and the respective update or upgrade delivered under a software maintenance contract is not permitted.

4.7 We shall owe performance characteristics going beyond the performance characteristics described in these Terms and Conditions only if we expressly confirm them in writing.

4.8 All offers of services on our websites are subject to change and non-binding until a contract regarding the respective service has been concluded between you and us in accordance with the rules on contract formation described herein.

5. Conclusion of Contract

5.1 Order as a Consumer:

5.1.1 If you order services from us as a consumer (cf. Section 3.1 above), by clicking the button “order with obligation to pay” you submit to us an offer to legally bindingly order, subject to payment, the software licenses and/or software maintenance service selected by you from us. Upon receipt of your order, you will receive from us a confirmation that your order has been received by us. The confirmation of receipt of your order does not yet constitute a contract.

5.1.2 The contract for the services ordered by you is concluded upon our order confirmation, which we will send to the e-mail address specified by you in the order immediately after receipt of payment of the agreed price. After placing your order with us, please check your SPAM folder regularly in order to avoid our order confirmation being redirected there by your IT systems and remaining unnoticed. Together with the order confirmation for the license purchase, you will also receive the license keys required to activate the licenses ordered by you.

5.1.3 Clicking the button “order with obligation to pay” is only possible if you have previously completed all mandatory fields that we require in order to accept and process your order with the required information.

5.1.4 Until you click the button “order with obligation to pay”, you may withdraw from your order at any time or correct your entries, without a contract for services subject to payment being thereby concluded between you and us. Therefore, before clicking the button “order with obligation to pay”, please check whether you agree with your selection and the prices shown.

5.2 Order as an Entrepreneur:

5.2.1 If you wish to order services from us as an entrepreneur (cf. Section 3.2 above), you may request from us, by clicking the button “request offer”, an offer for the services selected by you on our websites. We will then send you within a reasonable period an offer in text form for the services you wish to order from us to the e-mail address specified in your offer request. After requesting an offer from us, please check your SPAM folder regularly in order to avoid our offer being redirected there by your IT systems and remaining unnoticed.

5.2.2 Upon electronic transmission of the offer, you will additionally receive a link for signing the offer via the DocuSign procedure. By electronically signing the offer via DocuSign and upon our receipt of the offer signed by you, a contract between you and us for the services listed in the offer at the price defined in the offer shall be concluded. After completion of the electronic signature via DocuSign, you will receive from us by e-mail a PDF version of the signed contract document, which you may save and use for your records. In addition, you will receive from us by e-mail a PDF invoice for the services ordered by you. Furthermore, in the case of a license purchase, we will send you the required license keys together with the invoice. Unless otherwise stated in the offer sent by us, the invoice issued by us shall be due immediately.

6. Legal Age

We conclude contracts only with persons who are of legal age and have full legal capacity. If you are not of legal age and do not have full legal capacity, we request that you neither request an offer as an entrepreneur nor place an order subject to payment as a consumer. By pressing the button “order with obligation to pay”, in the case of an order as a consumer, you declare to us that you are of legal age and have full legal capacity. If you request an offer from us as an entrepreneur, by pressing the button “request offer” you declare that you are of legal age and have full legal capacity.

7. Storage of the Contract Texts

The contractual provisions applicable to your order for the services ordered by you, including the texts of the terms and conditions valid at the time of the order and the cancellation policy, will be sent to you by e-mail together with the order confirmation in the event of an order as a consumer. If you order services from us as an entrepreneur, we will send you the applicable contractual provisions together with the offer sent by us at your request. You should save the transmitted contract documents on your computer or server for evidentiary purposes. We do not store them.

8. Right of Withdrawal

If you order the services offered by us as a consumer (cf. Section 3.1 above), you shall have a right of withdrawal in accordance with the provisions set out in the appendix to these Terms and Conditions (cf. Appendix Cancellation Policy).

9. Delivery Conditions

9.1 We deliver in accordance with the agreements made with you. In the absence of a deviating written agreement, we deliver standard software, security updates, other updates and upgrades exclusively by making them available for download. We deliver the license keys required to activate the licenses purchased by you by e-mail to the e-mail address specified by you. If you order from us as a consumer, the license keys will be sent together with the order confirmation (cf. Section 5.1.2 above). If you order from us as an entrepreneur, you will receive the license keys required to activate the licenses purchased by you together with the invoice sent by e-mail (cf. Section 5.2.2 above).

9.2 Insofar as additional shipping costs are incurred, these are indicated in each case in the service description of the service ordered by you and will be shown separately by us on the invoice.

9.3 Specific delivery dates and delivery periods shall only be binding if they have been confirmed by us in writing.

9.4 If you order the services offered by us as an entrepreneur, you shall grant us a reasonable grace period for performance of the contractual service if we fail to provide the service ordered by you, or fail to provide it in conformity with the contract. Only after this period has expired without success shall you be entitled to withdraw from the contract in accordance with the statutory provisions.

10. Prices

The prices stated by us are final prices inclusive of taxes. Insofar as additional shipping costs are incurred, these will be shown separately.

11. Payment Terms

11.1 The prices stated by us for the respective service shall be due immediately. This also applies to software maintenance services ordered by you, which are to be paid in advance for the entire twelve-month period.

11.2 Payment shall be made via the payment methods communicated by us or offered on our websites.

12. Retention of Title and Reservation of Rights

12.1 Standard software delivered by us shall remain our property until full payment of the prices agreed therefor has been made. Licenses granted by us may be revoked by us if you are in default of payment for the ordered licenses for more than 14 calendar days. In this case, we further reserve the right to withdraw from the contract concerning the order of the unpaid licenses and to require you to cease use of the relevant licenses together with written confirmation that use of the relevant licenses has been permanently discontinued and that the associated copies of the standard software have been permanently and irretrievably deleted. If all licenses acquired by you for the standard software have been revoked, you must cease any use of the standard software without undue delay and permanently and irretrievably delete all copies thereof. Upon request, the carrying out of the deletion must be confirmed to us in writing.

12.2 The right to make use of software maintenance services in accordance with the terms and conditions agreed herein is subject to the condition precedent that the agreed prices for the software maintenance have been paid by you in advance in accordance with the contract. If you are in default with payment for more than 14 calendar days, we shall be entitled to terminate the software maintenance agreement with you without notice for good cause. In this case, you shall no longer be entitled to use the updates and upgrades received up to that time on the basis of the terminated software maintenance agreement and must delete them immediately in a non-recoverable manner and, upon request, confirm to us in writing that such deletion has been carried out. This shall not apply to security updates within the meaning of Clause 4.4 above, nor to such versions of the standard software that have been made available to you free of charge pursuant to Clause 4.4 for the purpose of remedying identified security issues.

13. Liability for material defects and defects in title of the standard software

13.1 We shall be liable for material defects or defects in title of the standard software that you purchased directly from us in accordance with the rules of sales law, taking into account the following provisions.

13.2 You undertake to notify us of any defect without undue delay after its discovery in a form reproducible by us.

13.3 Insofar as we are obliged towards you to provide subsequent performance, we may also remedy a material defect or defect in title by giving you telephone instructions on how to download and install a patch or update provided by us, provided that the defect in question is remedied by these measures. If you fail to install a patch or update provided by us although this would remedy the defect, we shall be released from our obligation to provide subsequent performance.

13.4 If the analysis or remedy of a defect which we are obliged to remedy towards you requires that we obtain access or admission to the computers on which the defective standard software is installed, you shall grant us such access or admission and take all measures necessary on your side.

13.5 Our liability for material defects or defects in title is generally excluded if a defect is due to your having installed or used the standard software in question contrary to the agreements made and the descriptions contained in the end-user documentation pertaining to the standard software. Furthermore, we shall not be liable for defects caused by errors in the hardware or software environment of the standard software.

13.6 The standard software supplied by us is intended for use within the territory of the European Union or of a Contracting State to the Agreement on the European Economic Area. We shall not be liable for defects in title arising from the use of the standard software outside this territory, unless we have expressly consented to such use in writing in advance.

13.7 If you purchased the defective standard software as an entrepreneur, any claims for defects against us shall be excluded if, after receipt, you did not inspect the defective standard software and the associated end-user documentation without undue delay for any obvious defects and the defect asserted by you would have been identifiable upon such inspection. The same shall apply mutatis mutandis if such a defect becomes apparent later and you fail to notify us of the defect in question without undue delay after discovery.

13.8 Insofar as you purchased the defective standard software as an entrepreneur, any claims for material defects or defects in title that you may have against us shall become time-barred within one year after delivery of the defective standard software. However, this shall not apply if your claims are based on our having breached a guarantee given to you within the meaning of § 443 BGB (German Civil Code), if we fraudulently concealed the defect from you, or if we caused the damage resulting from the defect by an intentional or grossly negligent breach of duty. In addition, the limitation of the limitation period to one year shall also not apply to damage arising from injury to life, body or health, nor to such claims for which we are liable towards you under the Produkthaftungsgesetz. In the case of delivery by download, the standard software shall be deemed delivered when we have transmitted to you the download link and the license key required to activate the licenses purchased by you.

14. Limitations of liability

14.1 We shall have unlimited liability insofar as we caused the damage incurred by an intentional or grossly negligent breach of duty. Furthermore, we shall be liable for the slightly negligent breach of duties the performance of which is essential to the proper performance of the contract in question, the breach of which jeopardizes the achievement of the purpose of the contract, and on the observance of which you may regularly rely. In the latter case, however, we shall be liable only for the foreseeable damage typical for the contract. We shall not be liable for the slightly negligent breach of duties other than those referred to in the preceding sentences.

14.2 The exclusions of liability set out above shall not apply to damage arising from the absence of quality characteristics for which we have assumed a guarantee within the meaning of § 443 BGB (German Civil Code), nor to damage arising from injury to life, body or health. Any liability under the Produkthaftungsgesetz shall likewise remain unaffected by the limitations of liability agreed herein.

14.3 We shall not be liable for the loss of data and/or programs insofar as the loss is due to your failure to perform the data and program backups customary in accordance with the generally recognized state of the art, and the lost data and/or programs therefore can no longer be restored with reasonable effort.

14.4 According to the current state of the art, data communication via the Internet cannot be guaranteed to be error-free and/or available at all times. We shall therefore not be liable for damage caused by failures or errors of the Internet or the Internet connection, unless we could have avoided such damage by measures that are mandatorily required on our part in accordance with the generally recognized state of the art.

15. Data protection

15.1 Your personal data, which we collect in the context of requesting a quotation (if you wish to order services from us as an entrepreneur) or when placing an order as a consumer for the establishment, performance and termination of a contractual relationship between you and us, shall be used by us exclusively for the establishment, performance and termination of the contractual relationship between you and us. Any use of your personal data beyond this for purposes of advertising, market research or tailoring our offers to your needs requires your express consent.

15.2 Please refer to our privacy policy under the link for information on which personal data we collect outside your request for a quotation or the ordering process and for which purposes we process such data https://www.password-depot.de/de/company/privacy.htm. The processing and deletion rules relating to the personal data collected by us in the context of the order are also set out there.

16. Final provisions

16.1 These terms and conditions and our end-user license terms referenced herein determine the subject matter of regulation completely and conclusively. Any amendments or supplements hereto shall be effective only if agreed in writing. In the event of deviations or contradictions between these terms and conditions and the end-user license terms referenced herein by us, these terms and conditions shall prevail.

16.2 For compliance with the written form agreed in these terms and conditions, compliance with text form pursuant to § 126b BGB (German Civil Code) shall suffice.

16.3 Should individual provisions in these terms and conditions be or become wholly or partially invalid, the validity of the remaining provisions shall, in case of doubt, remain unaffected thereby.

16.4 The assignment to third parties of claims that you have against us on the basis of a contract concluded between you and us and that are not monetary claims may only be made with our prior written consent. We may not unreasonably withhold the required consent.

16.5 You may set off claims that we have against you only with your own claims against us that are undisputed or have been finally adjudicated. You may assert a right of retention against us only in respect of your claims that have been finally adjudicated or are undisputed.

16.6 These terms and conditions and the legal relationships established between you and us on their basis shall be governed by the law of the Federal Republic of Germany. By way of derogation from the foregoing, however, the mandatory provisions of the state in which you have your domicile or habitual residence shall apply if you are a consumer and the provisions in question contain rules more favorable to you than the law of the Federal Republic of Germany. The provisions of the United Nations Convention on Contracts for the International Sale of Goods of 11 April 1980 (CISG) shall not apply.

16.7 In the case of all disputes arising between you and us in connection with these terms and conditions and the legal relationships established on their basis, the exclusive place of jurisdiction shall be our registered office if you are a merchant within the meaning of § 1 HGB (German Commercial Code), a legal entity under public law or a special fund under public law. In all other cases, the respective statutory place of jurisdiction shall apply, unless, after placing the order with us, you have relocated your domicile or habitual residence from Germany to another country or your domicile or habitual residence is unknown at the time the action is brought by us.

Annex Cancellation Policy

Right of cancellation

If you order services from us as a consumer, you have the right to cancel a contract concluded with us within fourteen days without giving any reasons. The cancellation period shall be fourteen days from the day of conclusion of the contract. To exercise your right of cancellation, you must inform us, AceBIT GmbH, Schleiermacherstr. 10, 64283 Darmstadt, Telephone +49 (0) 6151 / 13650-0, Telefax: +49 (0) 6151 / 13650-20, E-Mail: [info@password-depot.de](mailto:info@password-depot.de), by means of a clear declaration (e.g. a letter sent by post, telefax or e-mail) of your decision to cancel the contract in question. You may use the model cancellation form in the annex following this cancellation policy for this purpose, but this is not mandatory. To comply with the cancellation period, it is sufficient that you send the notification concerning the exercise of the right of cancellation before the cancellation period expires.

Consequences of withdrawal

If you withdraw from the contract concluded with us, we shall reimburse to you all payments that we have received from you on the basis of the contract, including delivery costs (with the exception of the additional costs resulting from your having chosen a type of delivery other than the least expensive standard delivery offered by us), without undue delay and at the latest within fourteen days from the day on which we received the notification of your withdrawal from the contract. For this reimbursement, we shall use the same means of payment that you used for the original transaction, unless something else was expressly agreed with you; under no circumstances will you be charged any fees on account of this reimbursement. Upon withdrawal, all rights of use to services under the withdrawn contract shall expire.

Special notices:

A right of withdrawal shall no longer exist, after the start of the download of the standard software purchased by you, if a) you previously expressly agreed that we may begin performance of the contract before expiry of the withdrawal period, and b) you confirmed your knowledge that, by giving your consent, you lose your right of withdrawal upon the start of the download.

Annex Model Withdrawal Form

AceBIT GmbH

Schleiermacherstr. 10

64283 Darmstadt

Fax*): +49 (0) 6151 / 13650-20

Email*): [info@password-depot.de](mailto:info@password-depot.de)

I/we hereby withdraw from the contract concluded with you for the following services:

Purchase of licences for the following software*): …………………………………, price: ………………. euros

Ordered on ….............................. received on ............................

Order of software maintenance services *): ………………………………., price: ………………………Euro

Ordered on ….............................. received since ............................

Name of the consumer(s):

Address of the consumer(s):

*) Delete as applicable