The subject matter of this Agreement is the provision of TESMA®, CHG-MERIDIAN's technology and service management system, which comprises the modules described below and the use of which is governed by these Terms of Use. Changes and supplements must be made in text form.

2.1

TESMA® is modular in design, with the mandatory feature set of TESMA® including the following essential modules:

• Contract Management
• Data Bridge
• Settings

2.2

Optionally, the following modules can also be ordered:

• Invoicing
• e-Procurement
• Asset Tracking
• Reporting
• End of Life
• Own Asset
• Ticket Management

2.3

The modules listed in para. 2.2 may be terminated individually or as a collective by either party with one month's notice to the end of the month in text form. In the event of termination, however, the provisions of this Agreement shall remain valid with respect to the lease schedules to which the provisions of this Agreement already applied at the time of termination until the termination of the lease schedule in question.

2.4

CHG-MERIDIAN provides the customer with manuals in which the content, the processes and features of the individual modules are described in detail.

3.1 

Contract Management

• faster, more convenient access to contracts and fundamentals
• unique allocation of individual devices to contracts
• for each device, customer-specific fields can be additionally defined and managed online; they are transferred automatically into the internal system for the Leasing section and taken into account for the further leasing processes
• detailed search forms allow for a thorough reporting process

3.2

Data Bridge

• Import and export functions for an interactive information exchange
• Connections using current SAP interfaces
• Support for common file formats (.xml, .csv .xls, .pdf)
• Workflow-controlled email interface inbound and outbound via current .net technologies such as web services

3.3

Invoicing

• detailed analysis of the invoice data with all relevant information in a list
• all original invoices of CHG-MERIDIAN are also available in PDF format
• special search forms support professional controlling
• editing of customer-specific fields, e.g. cost centre, installation data
• comparison and juxtaposition of invoicing data (e.g., direct comparison of two monthly lease invoices with display of deviations)

3.4

e-Procurement

• worldwide access, 24/7 - ideal for companies with division-of-labour branch structures and international project teams
• central range of products, which is managed by an administrator
• workflow-based ordering process, adapted to your internal processes
• flexible definition or change of user groups
• transparent display of all leasing and purchase orders
• detailed tracking - from order placement to delivery
• automatic transfer of device data into the Asset Tracking module
• central electronic payment release

3.5

Asset Tracking

• definable status requirements and workflows for tracking devices
• quick overview of the actual inventory of all devices
• customer-specific definition of reference field for each device, which can be managed online
• detailed documentation of all changes for a device (historisation)
• comfortable detailed search for the technical analysis of the IT infrastructure
• relevant order data from the e-Procurement module are immediately available in Asset Tracking

3.6

Reporting

• predefined standard reports for a quick overview
• graphical reports for a professional, attractive reporting system
• creation of individual queries and complex, subject-specific reports
• integration of master data from your internal applications (such as cost centres, locations)

3.7

End of Life

• overview of all collections made by CHG-MERIDIAN 
• fast access to all retrieved devices and their device status
• overview of all devices certifiably deleted by CHG-MERIDIAN and provision of related deletion protocols

3.8            

Own Asset

• import function for the creation of purchasing equipment
• display of all purchased equipment in an overview list
• comprehensive reporting of all technical data
• automatic transfer of data from the e-Procurement module

During the term of the Agreement, CHG-MERIDIAN provides a help section via a support feature within TESMA® that provides essential questions and answers as well as an inquiry form. A service hotline in German and English is available at the hotline number +49 (751) 503 654 to answer customer questions about the use of TESMA® and to report faults. The service hotline hours are 08:00 - 17:00 (CET) Monday to Friday (with the exception of public holidays in Baden-Württemberg, Germany).

5.1

CHG-MERIDIAN warrants that TESMA® will be made available to the agreed extent during the term of the Agreement. The guaranteed availability of TESMA® is 98% per calendar quarter. CHG-MERIDIAN is entitled to perform maintenance work on TESMA® twice per quarter for a period of 8 hours, which is not taken into account when determining the availability of the cloud solution, provided that it is announced to the customer in advance (at least one day before the work is performed).

5.2

CHG-MERIDIAN may make changes, updates, adjustments and maintenance to TESMA® at any time, which may result in a temporary interruption of the accessibility and availability of the cloud solution.

5.3

The customer must immediately report any defects that become apparent during the term of the Agreement and provide the information available to it that is necessary for the elimination of the defect. If a reported defect cannot be determined or if the customer is responsible for the defect, the customer shall bear the costs of the investigation.

5.4

Any limited availability of TESMA® or any deficiencies will not affect any existing or future lease schedules.

6.1

CHG-MERIDIAN grants the customer a non-exclusive, non-transferable, non-sublicensable right to TESMA® limited in time to the period of actual use of TESMA®, for the intended use of TESMA® for its own internal company purposes.

6.2

CHG-MERIDIAN is the owner of the property, copyright and other industrial property rights in all of TESMA's® modules and reserves all rights thereto to the extent that these have not been expressly granted to the customer in this TESMA® Agreement.

6.3

CHG-MERIDIAN provides the customer with TESMA® in form of a web application. The servers for TESMA® are operated in data centers. To this end, CHG-MERIDIAN has contracts with data center operators.

6.4

CHG-MERIDIAN shall be exclusively entitled to all rights to the source code of TESMA®. The customer shall have no claim whatsoever to the provision of program copies of TESMA®, access to the source code or surrender the source code of TESMA®.

7.1

For user management users are created and controlled manually by CHG-MERIDIAN.

7.2

The customer must keep its access data for the use of TESMA® (user name and password) confidential,and must not make them accessible to third parties.

7.3

If CHG-MERIDIAN changes the system requirements which have an impact on the usage possibilities, CHG-MERIDIAN will inform the customer in time and announce the availability date.

The liability of CHG-MERIDIAN and its vicarious agents is limited to intent and gross negligence, unless it represents a breach of a material contractual obligation or injury to life, limb or health. Liability under the Product Liability Act and liability for warranty declarations shall remain unaffected. Except in the cases mentioned in the first sentence, CHG-MERIDIAN's liability for loss of profit and loss of information or data is excluded.

9.1

CHG-MERIDIAN is entitled to use subcontractors to perform the services under this TESMA® Agreement without the need for the customer's consent. The subcontractors currently being used are named here.

9.2

The customer may transfer the rights and obligations described herein to a third party only with the prior written consent of CHG-MERIDIAN.

9.3

These TESMA® Terms of Use and all disputes arising out of or in connection with them shall be governed by the laws of the Federal Republic of Germany, excluding the United Nations Convention on Contracts for the International Sale of Goods.

9.4

The place of performance is the registered office of CHG-MERIDIAN AG (Franz-Beer-Str. 111, 88250 Weingarten, Germany). The exclusive place of jurisdiction for all disputes arising from or in connection with these TESMA® Terms of Use is the registered office of CHG-MERIDIAN AG.