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From UDF to UDR in Firebird 5

Soundex, Cologne Phonetics, PSQL, Free Pascal and Visual C++ in a practical benchmark

IBExpert Ltd - Technical White Paper

Executive Summary

Firebird applications have been able to extend the database engine with external functions for many years. Older installations commonly used UDFs (User Defined Functions). Modern Firebird versions provide UDRs (User Defined Routines), a substantially better integrated architecture.

This white paper follows the transition from UDF to UDR through a practical example: phonetic name matching using Soundex, a German-adapted Soundex variant, Cologne Phonetics, and distance and similarity functions. The same functionality was implemented as Firebird PSQL stored functions, a native Lazarus/Free Pascal UDR, and a native Microsoft Visual C++ 2022 UDR.

The most surprising finding was that programming language was not the dominant performance factor. Once Free Pascal and C++ used a comparable low-level strategy, optimized FPC was typically only about 10 to 25 percent behind Visual C++.

1. From UDF to UDR

UDFs were a proven way to move calculations into external DLLs or shared libraries across many Firebird generations. The old UDF interface, however, belongs to an earlier generation of API design.

UDRs are the modern successor. SQL still calls native code, but integration uses Firebird's modern plugin and object-oriented API, with cleaner handling of data types, NULL values, metadata, character sets and routine lifecycle. For new Firebird 5 extensions, UDR should therefore be regarded as the natural replacement for classic UDFs.

2. Alternative: PSQL stored functions

Many algorithms can be implemented entirely as Firebird PSQL stored functions. This greatly simplifies deployment: no extra DLL, no Linux shared library and no platform-specific binary.

PSQL is particularly attractive when easy installation, backup/restore and platform independence matter more than maximum computational throughput. The real question is not whether PSQL can solve the problem, but whether it is fast enough for the expected call volume.

3. Why phonetic name matching?

Exact string comparisons are often insufficient for names. Klemt, Klemmt, Klempt and Klemp are technically four different strings, but may all be relevant when searching for the same person.

Phonetic algorithms map names to codes that reflect pronunciation more than exact spelling, making typing errors, historical spellings and variants easier to detect.

4. Soundex

Soundex normally creates a short code consisting of an initial letter and digits representing similar consonant groups. It is simple and fast, but was primarily designed for English names.

Our project therefore implemented SOUNDEX and SOUNDEX_DE. The German variant additionally normalizes forms such as Ä/AE, Ö/OE, Ü/UE, ß/SS and common letter combinations.

5. Cologne Phonetics

Cologne Phonetics is often more appropriate for German names. It uses context-sensitive rules and produces a variable-length digit sequence.

Klemt → 4562, Klemmt → 4562, Klempt → 45612, Klemp → 4561. Klemt and Klemmt become phonetically identical, while the other variants remain very close.

6. Distance and similarity

COLOGNE_DISTANCE first calculates Cologne Phonetics for both names and then the Levenshtein distance between the codes. A distance of 0 means identical; 1 means one insertion, deletion or replacement is required.

PHONETIC_SIMILARITY converts this into an easier-to-use value from 0 to 100. In our example Klemt/Klemmt returns 100, Klemt/Klempt 80 and Klemt/Klemp 75.

7. Three implementations, identical results

The five functions SOUNDEX, SOUNDEX_DE, COLOGNE_PHONETIC, COLOGNE_DISTANCE and PHONETIC_SIMILARITY were implemented in PSQL, as a Lazarus/FPC UDR, and as a Visual C++ UDR.

Before performance testing, 10,000 test rows were checked. The final versions produced zero mismatches for all five functions. Identical checksums also confirmed that the implementations processed the same results.

8. PSQL versus native UDR

PSQL proved surprisingly practical for the simpler phonetic functions. As computational work increases, the native UDR advantage becomes much larger, especially for distance and similarity calculations.

The absolute values come from different benchmark forms and should not be interpreted as a pure microbenchmark ratio. The important point is that PSQL is functional and quite capable for simpler tasks, while native UDRs scale much better as procedural computation increases.

9. The first C++ versus Pascal comparison

The first FPC version used convenient UnicodeString processing, UnicodeUpperCase and general string operations. The C++ implementation worked largely on UTF-8 bytes directly. C++ therefore initially appeared four to five times faster in some tests.

This was not a fair compiler-only comparison: the implementations were doing different amounts of internal work.

10. Making the comparison fair

The FPC version was rewritten to use the same low-level strategy: UTF-8 remains byte-oriented in the hot path, German special characters are normalized using their UTF-8 sequences, ASCII uppercasing is performed directly, temporary string operations are reduced, and Cologne/Levenshtein use compact buffers.

The SQL interface and results remained unchanged.

11. Optimization effect in Free Pascal

Most of the performance gain was therefore achieved without changing programming language.

12. Optimized FPC versus Visual C++

With comparable implementations, the gap fell from an apparent factor of four or five to typically about 10 to 25 percent.

13. Why Lazarus needs essentially only Firebird.pas

The Object Pascal binding is compact from the developer's perspective. Firebird.pas bundles the important interfaces and type declarations into a Pascal unit, keeping a small Lazarus UDR project easy to understand and familiar to Delphi/Lazarus developers.

14. Why Visual Studio needs more headers

The C++ UDR uses Firebird's C++ helper infrastructure, including UdrCppEngine.h, Message.h, Interface.h, ibase.h and additional include files and preprocessor helpers.

These are mainly compile-time dependencies. The finished DLL does not simply require all those headers at runtime. Pascal packages many declarations into one unit, while C++ distributes the API across headers, templates and macros.

15. Windows and Linux

PSQL is platform-neutral inside the database. Native UDRs must be built for the target platform, typically a DLL on Windows and a shared library on Linux. The SQL contract can remain the same, but the binary must match the operating system, architecture and Firebird server.

16. Practical decision

For moderate call volumes and maximum simplicity, PSQL is attractive. For high call volumes or computationally intensive algorithms, a native UDR provides substantial headroom.

Where Delphi/Lazarus/FPC expertise already exists, our measurements provide no reason to switch to C++ solely out of performance concerns. C++ remains an excellent choice where the relevant expertise and build infrastructure already exist.

17. The most important lesson

The project started with a question: how should classic Firebird UDF functionality be modernized for Firebird 5? This led to a comparison of UDR and PSQL, and eventually to a direct test of Free Pascal and Visual C++.

The most important result is not one millisecond figure. Architecture, algorithm and data representation often dominate language choice. Our first Pascal implementation was correct but used convenient general Unicode abstractions. The C++ version worked closer to the bytes actually required and was initially dramatically faster. Once the same principles were applied to Free Pascal, most of the difference disappeared.

For developers with many years of Delphi or Free Pascal experience, this is a notable result: well-written Pascal remains highly competitive native code. Visual C++ was still somewhat faster in our test, but the remaining gap was closer to roughly 10 to 25 percent than to a factor of four or five.

Firebird PSQL was also a positive surprise. Not every function justifies a native library. Simple phonetic functions can offer an attractive balance of performance, maintainability and effortless deployment as stored functions. Native UDRs become particularly valuable when high call volumes and more complex calculations occur together.

The practical conclusion is therefore: choose the right algorithm and data representation first, then choose the deployment strategy, and only after that treat the programming language itself as a performance factor.

18. Demo projects and reproducibility

The complete source code is intentionally not reproduced in this white paper, keeping the document readable for managers and users as well as developers.

Demo projects for Firebird PSQL, Lazarus/Free Pascal and Visual Studio/C++ can be provided on request. Benchmark values are snapshots of a specific environment: hardware, Firebird version, compiler options, data distribution, cache state and server load can all affect absolute timings. Reproducible test data, identical results and repeated runs matter more than a single best time.

Newsletter D 05/2026

Die IBExpert Day Edition ist aktuell in einer Sonderaktion mit 200 Aktivierungen (anstatt 100 Aktivierungen) für nur EUR 160 (zzgl. MwSt.) erhältlich.

Diese Version bietet vollen Zugriff auf alle IBExpert IDE-Funktionen, inklusive Debugger und Performanceanalyse, und ist ideal für flexible Arbeitsumgebungen, Schulungen oder den Einsatz auf Kundenrechnern.

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Die Aktivierungen gelten für 12 Monate und bieten eine ideale, kostengünstige Lösung für professionelle Datenbankentwickler.

Diese Aktion ist bis Mittwoch, 20. Mai 2026 begrenzt.

Bestellen Sie direkt an register@ibexpert.net (Hinweis für EU-Kunden außerhalb Deutschlands: Bitte geben Sie Ihre gültige USt-IdNr. sowie die vollständige Rechnungsanschrift an.)

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Firebird Database Replication

German-language version

Reliable, Near-Real-Time Synchronization for Mission-Critical Systems

Holger Klemt, August 2026

(PDF Download)

Modern applications increasingly require databases to remain available across multiple locations, servers, and environments. Whether the goal is high availability, migration from a desktop application to a web-based system, distributed databases, or continuous synchronization between data centers, reliable database replication is a critical component.

Our Firebird replication solution has been developed for precisely these scenarios. It combines transaction-safe replication, near-real-time synchronization, one-to-many replication, and support for large Firebird databases — while allowing replication to be introduced into an existing production environment without taking the database offline.

Designed for Firebird

The replication framework supports Firebird 2.5 and newer versions, including Firebird 4, Firebird 5 and current Firebird 6 databases.

A key advantage is that replication is implemented directly at the database level using active triggers and a transaction log. Changes made to the source database are recorded as transactions and can subsequently be transferred to one or more target databases.

This architecture ensures that changes are not lost simply because the network connection or replication process is temporarily unavailable.

Replication without production downtime

One of the most important requirements in a migration or high-availability project is the ability to activate replication without interrupting the running application.

Our replication process is designed for exactly this purpose.

Once replication is initialized, the required triggers begin recording INSERT, UPDATE and DELETE operations in a dedicated transaction log. The production database continues to operate normally.

The initial synchronization can then be performed by creating a backup of the master database and restoring it on the target server. This process can also be performed without taking the production database offline.

After the target database has been initialized, the replication process transfers all transactions that occurred while the backup was being created and subsequently continues with new transactions.

Transaction-safe replication

Reliability is at the heart of the architecture.

Imagine that the master database has accumulated 100 transactions waiting to be replicated. If the network connection fails after only part of the data has been transferred, the remaining transactions are not lost.

They remain in the transaction log and are transferred during the next replication operation.

The replication process therefore does not depend on a permanently available network connection. A target server can even be unavailable for days or weeks while the master database continues to collect the transactions required for synchronization.

When the target becomes available again, replication can continue from where it stopped.

One-to-many replication

The architecture also supports one-to-many replication.

A single master database can replicate its data to multiple target servers. Each target is tracked independently.

For example:

Master Server → Slave 1
Master Server → Slave 2
Master Server → Slave 3

If Slave 2 is temporarily offline, replication to Slave 1 and Slave 3 can continue normally. The transactions required for Slave 2 remain available on the master until that target reconnects.

This makes the architecture suitable for distributed systems where individual locations may have unreliable network connections or temporarily unavailable servers.

Multi-master replication

Depending on the database structure, the technology can also support multi-master replication.

In this configuration, several servers can act as master databases and exchange changes between one another.

However, multi-master environments require careful consideration of the database design, particularly primary-key generation. For example, automatically generated keys must be designed so that records created independently on different master servers cannot produce conflicts.

Where necessary, database metadata and application logic can be adapted to support this architecture.

Near-real-time synchronization

The replication process is designed for near-real-time operation.

In a typical environment, transactions are transferred continuously through a push/pull process. The actual latency depends on server performance, transaction volume and network conditions.

In one large distributed deployment, changes were typically visible at remote locations in less than 10 seconds. Even under periods of very high system load, latency generally remained within approximately one minute.

Locations with slower or unreliable Internet connections could continue operating locally. Once connectivity was restored, accumulated transactions were synchronized automatically.

Proven with large and distributed Firebird installations

The technology has been used in demanding real-world environments involving large databases and geographically distributed systems.

One particularly extensive project involved:

• 9 central servers
• 6 different data centers and cities
• Approximately 225 Firebird databases at individual locations
• Approximately 500 GB in the largest central database
• Around 2 billion records in the largest database
• Approximately 5–6 million INSERT, UPDATE and DELETE operations per day
• Near-real-time synchronization between the central systems and remote locations

The individual remote databases contained subsets of the central data and synchronized local changes back to the central infrastructure.

Despite unreliable network connections at some locations, the replication architecture ensured that transactions remained available until they could be transferred successfully.

Handling very large databases and BLOB data

Large Firebird databases can contain substantial amounts of BLOB data, particularly in applications such as healthcare, document management, imaging and archive systems.

In one implementation, the overall database environment reached approximately 7 TB, including transaction logs and annual BLOB databases.

For very large datasets, separating historical data into dedicated databases can provide significant advantages.

For example, annual transaction or BLOB databases can be closed and made read-only at the end of a financial year. They remain accessible via the main database, but no longer increase the size of the active production database.

This approach can significantly simplify and accelerate future backup and restore operations.

No single point of failure in the replication process

A temporary failure of a target server or network connection does not stop the master database from recording changes.

This is particularly important for distributed installations.

A remote server may be restarted, disconnected, or unavailable for an extended period. Once it becomes available again, the replication process can continue using the transactions that accumulated while it was offline.

The result is a replication architecture designed around reliable, post-event synchronization without data loss, which does not require all servers and network connections to be permanently available.

Database metadata plays a crucial role

Reliable replication starts with a suitable database design.

Ideally, every table that needs to be replicated should have a primary key or at least a suitable unique index.

Primary keys should also be reasonably compact. Extremely complex primary keys spanning a large number of columns can make replication and application development unnecessarily complicated.

Tables without primary keys may require an alternative identification mechanism. Depending on the database structure, a different technology based on Firebird's RDB$DB_KEY can be considered.

For complex environments, the database metadata can be analyzed before implementation to determine the most appropriate replication strategy.

Continuous replication with minimal maintenance

Once implemented, the replication system is designed to operate largely in the background.

In many installations, no regular manual maintenance is required.

Nevertheless, database administrators may occasionally perform extensive metadata changes or structural modifications that require replication to be reinitialized or adjusted.

For such situations, remote technical assistance can be provided through a prepaid support and hotline system. This allows administrators to request assistance when required rather than maintaining a permanent support contract solely for occasional replication operations.

Implementation and migration

Every replication project is different. Database size alone is not sufficient to determine the implementation effort.

Before a project begins, we therefore recommend analyzing:

• The database metadata
• Primary keys and indexes
• Database statistics
• Number and size of databases
• Transaction volume
• BLOB usage
• Network topology
• Number of replication targets
• Required replication direction
• Expected availability and recovery requirements

A metadata-only backup is often sufficient for the initial technical assessment. This allows the database structure to be reviewed without providing access to sensitive customer data.

Implementation and training can be carried out entirely remotely – even for customers in distant time zones.

Source code and customization

The replication framework can be delivered together with its source code, allowing customers to understand, adapt and integrate the solution into their own environment.

This is particularly valuable when replication forms part of a larger migration project, such as moving an existing desktop application to a web-based architecture while keeping the existing production system operational during the transition.

A practical foundation for system migration

Database replication is especially valuable when an organization needs to modernize an existing application without accepting prolonged downtime.

For example, a healthcare information system (HIS) and its associated image database may need to remain continuously available while the underlying application is migrated from a desktop architecture to a modern web application.

A transaction-based replication layer can provide a bridge between the existing and new environments, allowing both systems to operate while data is continuously synchronized.

This can substantially reduce migration risks and enable a controlled transition rather than a disruptive "big bang" migration.

A solution built on real-world experience

The architecture described here is not limited to laboratory scenarios. It has been used for more than a decade in demanding production environments with geographically distributed Firebird databases, large transaction volumes, unreliable network connections and substantial amounts of data.

The combination of transaction logging, trigger-based change tracking, push/pull replication and independent target tracking provides a robust foundation for high-availability and distributed Firebird environments.

For organizations planning a Firebird migration, high-availability project, distributed database architecture or near-real-time synchronization solution, the first step is a technical review of the existing database environment.

With the database metadata and current database statistics available, a realistic implementation plan, replication architecture and project-specific quotation can be prepared.

IBExpert Benchmark

The current version was released in January 2026.

The Net Test executes 2000 inserts to a table with 100 columns and sends all params from client to the server in individual params, so this function will create a few hundred thousand very small TCP IP packages over the network and the total time is measured by how many operations were done within each second.

A good value on fast networks should have around >=400 IOPs. If it is much slower, you should ask your network support to check the speed of components used.

It is not part of the calculated percentage result values, and also the time it takes is not used there, since these result values use minimal network traffic to measure the server speed and not the network speed.

Benchmark results on an IFSLR Server using Ubuntu Linux 22 and Firebird 5

Compare your server's performance to our IFS servers!

How do you measure the performance of your own server or your clients'? Have you ever tried to compare the database speed of your Firebird server with new server hardware? Is a XEON Machine better than an Opteron? What improvements can you expect from fast SAS hard disks, RAID controllers or Enterprise SSDs?

This simple but effective tool gives you a reference benchmark, based on our recommended IFS Servers. Using IBExpert Benchmark you can generate and compare a reproducible speed index for your Firebird Server hardware. On average, our IFS servers with Firebird are 5 to 10 times faster than the server or virtual machines that our customers have previously used.

Benchmark (extended) results using Firebird 4.0 on an IFSML Server

To perform the IBExpert Benchmark at your customers and also take advantage of the extended and XXL benchmarks, you can use either the IBExpert Developer Studio customer version or the IBExpert Day Edition. To perform standard benchmarks locally, you may use our Free IBExpert Benchmark Tool.

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Free IBExpert Benchmark Tool

You can use the IBExpert Benchmark Tool free of charge on any Windows computer. This limited special version allows standard benchmarks to be performed locally and includes Firebird 2.5, 3.0 and 4.0 versions, executed in application mode, so you do not need to install Firebird on the server to be tested.

The Benchmark Tool is quick and easy to use: download it here: https://ibexpert.net/benchmark/setup_benchmark.exe, install it on the drive that you want to test.

Since September 2021 the benchmark now uses the latest Firebird versions 2.5.9 and 3.0.7, and can also use Firebird 4.0.0 with the 32K page size. IBExpert Benchmark 2.0 was released on 17th November 2021.

The Benchmark Tool tests 10 parallel running threads.

Running the benchmark will not overwrite any programs already in use, nor does it install anything, so you can safely run the benchmark on your server. The IBExpert Benchmark Tool does not use an existing Firebird installation and will only test the drive on which it is installed.

Select the Firebird version you wish to use for your benchmark in the left-hand panel: Firebird 2.5 Superserver, Firebird 3.0 Superserver or Firebird 4.0 Superserver. The selection in this free version has been limited so that even users with no Firebird knowledge or experience can easily perform this quick benchmark test.

The right-hand window in this free version is read-only. (In the paid version you can enter any and all of this information, e.g. define your own connection string and client library file).

Start the benchmark by clicking Start Benchmark in the bottom left-hand corner.

Important: you will need to install and run this as Admin.

Note: Should you receive an error message, please download and install the current version.

The benchmark process and results are explained below under How does it work?

If you would like a more flexible version of our Benchmark, which allows you to change various test options, test multiple drives, various Firebird instances or even perform a benchmark on a Linux operating system or remote servers, you should use the following Benchmark, included in all IBExpert customer version IDEs.

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IBExpert Developer Studio Benchmark

This version offers standard, extended and XXL benchmarks, which can be performed on the Firebird 2.5 Superserver, Classic server, Superclassic server or Firebird 3.0 and Firebird 4.0 32- or 64-bit, Windows, Linux etc. either locally or remote. The Benchmark software is implemented as a 32-bit Windows software, but it can connect to any remote Firebird installation.

If you wish to collect the results for comparison with different hard and software combinations, enter a brief description of the configuration to be tested, along with the recipient email address for the statistic report.

Benchmark (extended) results using Firebird 4.0 on an IFSML Server

Then add the required database connection information - you need to set a new path for the newly generated database; if you specify the path of an existing database, you will receive a warning message:

Specify the Firebird client, as well as the user name and password (the standard SYSDBA and masterkey). Finally click Start benchmark to run the benchmark test.

IBExpert now creates the demo database, which always follows the same guidelines. It then executes the INITALL procedure in this database. Following this parallel threads are created, which attempt to input further orders into the database. Following the Drive Test, the CPU Test test then is executed.

The results are displayed in the lower window: the drive and the CPU index are percentage index values comparing to our our IFS Server v. 6.0 series, which we rated at the time at 100%.

If you have specified an email address, you will receive the results by mail, with the heading as specified in the Please add a short description of the Firebird server hard- and software field.

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How does it work?

Based on a demo database, which is created automatically, the standard benchmark, which is also included in the Free IBExpert Benchmark Tool, runs approximately 8 million operations (individual insert/update/delete/select statements) using 10 simultaneous processes in 2 runs on databases created with different parameters to demonstrate the impact of the physical drive speed.

The extended benchmark uses 50 parallel processes (simulating 50 concurrent users) and the XXL benchmark simulates 250 concurrent users with its 250 simultaneous processes.

Drive Test

The Drive Test is simply creating a benchmark database from a script. Within the Drive Test we changed the value of the so-called cache buffers (DefaultDBCachePages in firebird.conf) to 50, the smallest value possible. Then a stored procedure is executed inside the database to generate a lot of test data. In the Drive Test approximately 850,000 operations (i.e. INSERT, UPDATE, DELETE, SELECT statements) are carried out. This really measures the speed of the drive, because of the low-level of cache that is being used, is responsible for making a lot of I/O operations on the external drive.

• Create DB - shows the time in seconds that it takes to create the Demo database.
• TMP - Temporary file management that is used when for example, Firebird does not have any indices, which it can use, or it needs to perform some GROUP BY, HAVING or similar instructions.
• Thread test - this is the multi-threaded test. If you have for example a test on this machine, and you have 1 thread or 10 threads running, you will also see this running in the Task Manager. This can result in huge differences on different machines.
• Result - the basic value that is calculated here displays the combined results of the drive test, and we compare this value to a server that was distributed by ourselves around 2010 which had 100% speed. In reality, when you test on typical customer machines, especially in virtual environments, you will often see values of as little as 30%. Typical values are often in the range of 100%-150%.

CPU Test

This category calculates the percentage value for multi-threaded CPU tests with 5000 pages cache result to better see the advantages when using Firebird 3. This means that it no longer needs any operations on the disk. You will see a much faster result. The Thread Test, the multi-threaded line - with this one 10 parallel threads are always executed, which means it generates several thousand new orders inside the Demo database simultaneously. The Threads value here is the most important value, when you later have to check whether the server is really fast. Only this Threads value is recalculated to the Thread Test.

Thread Test

The Thread Test simply we take the CPU Test / Threads value and recalculate it. Thread Test simply means that we take the CPU Test / Threads value and compare it to the original machine. This machine is compared to our original machine as an index value.

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How do your results compare?

Compare your server's performance to our IFS servers! This simple but effective tool gives you a reference benchmark, based on our recommended IFS Servers.

Our servers will show you a typical Firebird 2.5 Superserver performance of at least 200% for the CPU and at least 200% for the HDD Test with our IFS server series), und using Firebird 3.0 at least 230% for the CPU and at least 500% for the HDD Test. Results under 100% indicate an outdated server performance.

Important: This benchmark gives you a value to compare several hardware or software configurations running the Firebird server.

You will notice a huge performance increase, when comparing a Windows environment mit a Linux environment on the same hardware. This is partially due to the Windows NTFS file system, which is standard on Windows.

If, for example, you want to restart the Benchmark, especially on virtual machines, we always recommend executing this Benchmark several times, because sometimes when you execute it again, you can achieve better or worse values. This can happen because other jobs are being executed by the virtual machine host.

If the results are poor, click in the results window. You will be automatically redirected to our homepage. Here you can view our current offers for our really fast IFS Firebird servers.

Changing the server to a more powerful hardware might improve the speed by 100%. Additionally optimizing your software and database operations can often improve the speed by more than 1000%. Ask register@ibexpert.net for further support.

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Software license agreement

Part 1: Valid for all IBExpert products and services
Part 2: Valid for Company Year License
Part 3: Valid for all IBExpert Software products, except company year license
Part 4: Valid for Software assurance products and other services provided

 

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IBExpert - Firebird Administration Tool
Copyright (C) 2000-2026 IBExpert Ltd
All rights reserved.

Part 1: Valid for all IBExpert products and services

IBExpert Ltd Standard Business Terms

(General Terms and Conditions)

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3.3 Agreed delivery dates shall only be regarded as binding if they have been explicitly assured to be binding in writing by IBExpert. If delivery dates have been agreed as binding, IBExpert shall not be considered in default without written warning by the customer.

3.4 Compliance with periods and deadlines for deliveries requires that the customer provides all information necessary for delivery in due time, and in particular performs the obligations to cooperate for which he is responsible. If this requirement is not met, the delivery deadline shall be extended appropriately. This shall not apply if IBExpert is responsible for the delay.

3.5 If, despite proper stocking and for reasons not attributable to IBExpert, IBExpert does not receive supplies or services at all or not correctly or in due time from a subcontractor, or if events of force majeure occur, IBExpert shall inform the customer in due time in writing or in text form. In such a case, IBExpert shall be entitled to postpone the delivery during the period of hindrance, or to withdraw from the contract in whole or in part with regard to the part of supplies not yet delivered, provided that IBExpert has complied with the above information obligation and has not assumed the procurement risk. Force majeure is defined as illegal strike and lockout, interventions by public authorities not due to the fault of IBExpert, energy and raw materials shortages, transport bottlenecks not caused by IBExpert's negligence, restraints on operation, for example by fire, water and mechanical damage, and all other impediments which when looked at objectively were unforeseeable and have not been caused by the fault of IBExpert. If a deadline or period of delivery has been agreed with binding effect and the agreed deadline or period of delivery has been exceeded, the customer shall be entitled, following expiry of an adequate additional period granted, to withdraw from the contract for the part unfulfilled, if he cannot objectively be expected to adhere to the contract. The customer shall be entitled to no further claims in such case.

3.6 IBExpert shall have the right to effect partial deliveries and services. This does not apply if the customer has no interest in the respective partial delivery or service.

3.7 If IBExpert defaults on the delivery, the customer can demand compensation for each complete week of delay to the amount of three (3) percent, though no more than a total of fifteen (15) percent, of the net order value of that part of the delivery, which was not put into effective operation because of the delay, provided that the customer can substantiate that he has incurred a loss as a result thereof. The customer may only withdraw from the contract in accordance with the statutory provisions only if IBExpert is responsible for the delay of delivery. On request by IBExpert, the customer shall be required to explain within a reasonable period whether he wishes to withdraw from the contract because of the delay of delivery or whether he insists on delivery.

3.8 If delivery is impossible, the customer is entitled to claim damages, unless IBExpert is not responsible for the impossibility of delivery. However, the claim for damages by the customer shall be limited to twenty-five (25) percent of the net order value of the part of the delivery that cannot be put into effective operation due to the impossibility. The right of the customer to rescind the contract shall remain unaffected.

3.9 Claims for damages on the part of the customer due to delayed delivery, due to impossibility of delivery as well as claims for damages in lieu of performance, which go beyond the limits specified in subsections 3.7 and 3.8, are excluded in all cases of delayed delivery as well as in cases of impossibility. However, the liability limitations in subsections 3.7 and 3.8 do not apply to the extent that liability is mandatory in cases of intent, gross negligence, breach of a material contract or liability for injury of life, body or health. The limitation of IBExpert's liability in the case of negligent violation of a major contractual obligation to the typical contractual, foreseeable damage in accordance with subsection 7.2 shall remain in force in any case.

IV. Remuneration, terms of payment

4.1 Unless fixed prices have been expressly agreed, the amount of the price for the respective delivery or service is based on the IBExpert price list valid at the time of the order confirmation. Prices are quoted net, ex warehouse, without any deductions and exclusive of the statutory value added tax.

4.2 IBExpert expressly reserves the right to reject checks or bills of exchange. They are always only accepted as conditional payment. Discount and bill charges shall be borne by the customer and are due immediately. If the customer pays invoices by remittance from abroad, any expenses related to the receipt of payment shall be borne by the customer.

4.3 Invoices are due and payable in advance without deduction upon receipt of the invoice, unless otherwise agreed in the order confirmation. Once this period has elapsed, the customer shall be in default. If the customer is in default of payment, the annual default interest rate shall be eight (8) percentage points above the current EU base rate.

4.4 If no fixed prices have been agreed, IBExpert reserves the right to change prices reasonably if, after conclusion of the contract, cost increases occur as a result of material purchasing or production costs, taxes, wage costs or incidental wage costs as well as costs of energy and costs resulting from environment protection requirements and if there is a period of more than two months between conclusion of the contract and delivery. Any increase in the above sense shall be excluded to such extent as the costs for the mentioned factors are compensated for by a cost reduction for other than the mentioned factors in relation to the burden of total costs for the supply.

4.5 The customer has a right to offset only if his counterclaims have been legally established or recognized as ready for decision in a lawsuit, or in writing by IBExpert. Furthermore, the customer can exercise a right of retention only if his claim, on the basis of which he withholds payment, is based on the same contractual relationship and has either been legally established, or recognized as ready for decision in a lawsuit, or is recognized by IBExpert.

4.6 If the customer is in default with payments to a significant amount, IBExpert has the right to temporarily discontinue further performance of services, which stem from the same legal relationship to which IBExpert has contracted, and to demand due all outstanding amounts from this relationship immediately. In this case any agreed dates or deadlines for the performance of outstanding deliveries and services on the part of IBExpert are invalid, without any requirement for IBExpert to make specific reference thereto.

V. Retention of title and reservation of rights

5.1 IBExpert reserves all rights to the deliveries and services until full payment of all accounts receivable has been made. This applies in particular to the title to concrete items delivered (e.g. hardware, data media, user manuals, other documentation, etc.) as well as to intellectual property rights (e.g. copyright on software programs and user manuals).

5.2 Deliveries and/or services from IBExpert may neither be pledged to third parties nor transferred to the same as security prior to complete payment of the secured claims. The customer shall be required to notify IBExpert immediately by registered letter if and to what extent seizure by third parties takes place.

5.3 In the event of breach of the contract by the customer, in particular in the case of failure to make payment of the fee due, IBExpert shall have the right to withdraw from the contract according to the legal provisions and to demand return of any goods delivered (e.g. hardware, data media, user manuals, etc.) on the basis of the retention of title and withdrawal, as well as to revoke any rights granted to the customer of use of intellectual property (e.g. rights of use to software programs).

5.4 If the customer has the right to resell the deliveries received from IBExpert in the ordinary course of business, which may be the case, for example, with IBExpert sales partners, the customer shall assign to IBExpert as of now all receivables of the final invoice amount (incl. VAT) of the IBExpert claim, which are due to the customer from his clients or third parties from the resale. The customer shall remain authorized to collect this claim even after the assignment. IBExpert's power to collect the claim itself shall not be affected by this. However, IBExpert shall agree not to collect the claim as long as the customer complies with his payment commitments, is not in default of payment and, in particular, no application has been made for initiation of insolvency proceedings or has been submitted for suspension of payment. If this is the case, however, IBExpert may demand that the customer informs IBExpert of the assigned claims and their debtors, provides all information necessary for collection, hands over the relevant documents and notifies the debtors of the assignment. IBExpert shall undertake to release the existing securities at the request of the customer to the extent that the value of the collateral exceeds the secured claims by more than ten (10) percent; IBExpert is responsible for selection of the collateral to be released.

VI. Complaints, customer's obligations to cooperate

6.1 The customer is obliged to inspect goods and services, within eight (8) working days of receipt of the supply or service, for completeness and obvious defects, in particular for obvious deficiencies or damage, and to notify IBExpert in writing about such shortcomings, at the latest within another eight (8) working days from receipt of the supply or service, stating the order details and the invoice number. In the case of non-evident (hidden) defects, the customer shall be required to notify IBExpert about such defects in writing within eight (8) working days after their detection. Observance of the deadline shall be regarded as met if the respective complaint is dispatched in due time. If the customer fails to send the above-defined complaints, liability for any defects not reported shall be excluded. The customer shall bear the burden of proof for compliance and punctuality of the complaint as well as for the existence and time of establishment of a defect.

6.2 In order to avoid losses, the customer is required to ensure that his data is backed up and saved on a daily basis using current state of technology.

6.3 As part of the services owed by IBExpert the customer shall meet any necessary obligations to cooperate free of charge. This includes in particular that the customer shall convey all information necessary to IBExpert, such as the customer's goals and requirements, in due time and unbidden. Furthermore, the customer shall provide any facilities that may be necessary for installation or operation of the deliveries or services in due time.

VII. Liability

7.1 The liability of IBExpert as well as of its legal representatives or vicarious agents is in accordance with the statutory regulations in cases of intent or gross negligence.

7.2 In addition, IBExpert and IBExpert's legal representatives or vicarious agents is not liable for slight negligence in so far as none of the following cases is given:

7.2.1 Damages resulting from injury to life, body or health;

7.2.2. the violation of obligations, if the service can no longer be reasonably expected by the customer;

7.3.3. the acceptance of a guarantee for the quality of a service, for the existence of successful performance or for a procurement risk;

7.4.4. intervention of the provisions of the Product Liability Act;

7.5.5. malice, initial impossibility as well as other cases of mandatory statutory liability;

7.5.6. infringement of a major contractual obligation; in such a case, however, IBExpert's liability shall be limited to compensation for the foreseeable, typically occurring damage or loss. "Substantial contractual obligations" are those obligations that protect the major contractual legal positions of the customer, which the contract has to grant to him pursuant to its contents and objective; also substantial are those contractual obligations, the fulfillment of which is only made possible by the proper execution of the contract, and on which the customer regularly trusts and may trust. The liability of IBExpert is also limited in cases of gross negligence to the contractually typical, foreseeable damage if none of the exceptions listed above exists. The above regulations do not entail a change in the burden of proof to the detriment of the customer.

7.3 Due to a breach of obligations that is not based on a defect, the customer can only withdraw   provided that other legal requirements are met   if IBExpert is responsible for the breach of obligations. Withdrawal is excluded if the breach of obligations is insignificant.

7.4 IBExpert shall not be liable for any loss of data, if the loss would not have occurred with proper data backup within the sphere of responsibility of the customer. A proper data backup can be assumed, if the customer has verifiably backed up his data in machine-readable form on a daily basis and ensures that this data can be recovered with reasonable effort. IBExpert's liability for data loss   unless by deliberate or grossly negligent actions on the part of IBExpert   shall be limited to the typical recovery effort and expenditure that would have arisen in the case of proper data backup.

7.5 In addition, IBExpert shall not be liable if software errors have occurred following a change in the use and operating conditions, after operating errors, after any interventions in the software program, such as changes, adaptation, connections to other programs, and/or after use in breach of the contract, unless the customer provides proof that the errors already existed at the time of delivery of the product or performance of the service or are not causally connected to the above mentioned events.

7.6 If IBExpert's liability is excluded or limited, this shall also apply to the personal liability of non-executive employees and other vicarious agents of IBExpert. The objection of contributory negligence shall remain open.

7.7 If claims for damages according to the above clauses are excluded or limited, this exclusion or restriction shall also extend in each case to damages in addition to performance and damages instead of performance, no matter on what legal grounds, in particular because of concurrent claims based on defects, a breach of obligations based on the contractual relationship, tort or claims for reimbursement of expenses. The provisions stipulated in subsection 3.7 additionally apply to liability for default and the provisions in subsection 3.8 to liability because of impossibility.

VIII. Period of limitation

Limitation of claims by the customer   no matter on what legal grounds - shall expire one year from the statutory commencement of the limitation period. This shall not apply if statutory regulations provide for shorter periods. However, the statutory limitation periods shall apply in the following cases:

    to warranty claims if IBExpert has fraudulently concealed the defect or has provided a guarantee for the quality;
    for claims for damages resulting from injury to life, body or health;
    for other claims for damages based on a deliberate or grossly negligent breach of obligations;
    for claims for damages arising from a breach of other major contractual obligations;
    for claims under the Product Liability Act. 

IX. Deadlines, threats of damages, cancellation and termination

9.1 If the customer has the legal right to demand damages instead of performance or compensation of expenses, after a deadline set by him has elapsed without effect, such a setting of a deadline must additionally contain an explicit warning of the customer that he will exercise these legal remedies following expiration of the deadline.

9.2 The above subsection shall apply mutatis mutandis if the customer has the legal right to withdraw from the contract with IBExpert or to terminate this contract for cause without notice after an appropriate period of time set by him has elapsed without effect.

X. Secrecy, confidentiality

10.1 If the contracting parties exchange confidential information of a commercial or technical nature or if information from the sector of one party which is usually regarded as a trade secret, such as customer data, becomes known to the other party, the parties shall be required to handle this information in a strictly confidential manner and not to make it accessible to third parties without the consent of the other contracting party, nor to use it in any way outside the performance of the respective contract. Excluded from the mutual obligation of confidentiality is made for such information that demonstrably

a) is generally evident or becomes evident without a contracting party having a hand in the matter;

b) becomes known to a contracting party from another source that has no obligation to the other contracting party to maintain secrecy;

c) must be disclosed by a contracting party (in particular with respect to courts, criminal prosecution agencies and authorities) due to mandatory legal provisions.

10.2 Each contracting party agrees to return all confidential information physically communicated by the other party at any time at its request to the other contracting party or to destroy such information, according to their choice, without retaining copies or records; archiving of documents to meet statutory retention periods remains unaffected. A contracting party's own records, compilations and evaluations that contain confidential information shall be destroyed immediately at the request of the other party; electronically transmitted and/or stored confidential information must be deleted. The completed destruction/deletion shall be confirmed in writing to the other contracting party on request.

10.3 The period of validity of this confidentiality obligation shall be five (5) years longer than the term of this contract.

10.4 However, IBExpert shall retain the right to transmit research files that may contain trade secrets, such as customer data, to licensors (also OEM franchise partners) in order to answer customer questions and solve customer problems in connection with the software transferred by IBExpert. In this case IBExpert shall also require the licensor to maintain confidentiality.

XI. Miscellaneous provisions

11.1 If the customer is a businessman, a legal entity under public law or a public trust, Malta is the agreed place of jurisdiction. The same shall also apply in the case that the customer has no general domestic place of jurisdiction. However, IBExpert also has the right to file suit at the customer's registered place of business.

11.2 The Laws of Malta shall govern the legal relations between IBExpert and the customer under exclusion of the United Nations Convention on Contracts for the International Sale of Goods (CISG).

11.3 Any amendment or addition to these General Terms and Conditions must be in writing; this also applies to the repeal of the written form stipulation. Electronic documents, such as email, without a qualified electronic signature, as defined in the Digital Signature Act, do not adhere to the requirements of the written form.

General Terms and Conditions   Status: 01.01.2022 

End Part 1

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Part 2: Valid for Company Year License

IBExpert Ltd Contract Terms for the Lease of Software

(General Terms and Conditions Software Lease)

I. Scope of application

1.1 The following terms and conditions of IBExpert Ltd ("IBExpert") governing the leasing of software ("General Terms and Conditions Software Lease") shall apply to all contractual relationships with customers in connection with the permission of use of software programs for a limited period of time ("Software Lease Contract") and shall be deemed to be an integral part of the contract unless otherwise agreed between IBExpert and the Customer by an individual agreement in writing. The General Terms and Conditions Software Lease supplement the IBExpert Standard Business Terms ("General Terms and Conditions") which shall, together with the General Terms and Conditions Software Lease, constitute an integral part of the contract.

1.2 Any customer General Terms and Conditions, which deviate, conflict with or include additional terms to these Standard Business Terms Software Lease, shall only become part of the Contract if IBExpert explicitly approves their validity in writing. Such approval requirement shall be applicable in all cases, specifically also when IBExpert   being aware of the Customer's General Terms and Conditions   performs a supply or service to the customer without reservation.

II. Services to be performed by IBExpert

2.1 IBExpert grants to the Customer permission to use the software program specified in the order confirmation ("Contract Software") for the duration of the respective Software Lease Contract to the terms and conditions laid down in these Standard Business Terms Software Lease. IBExpert shall transfer the Contractual Software in machine-readable form (Object Code) on a data carrier or by data telecommunication (e.g. by Internet download). The Customer shall be provided with a printed and/or electronic user manual as well as with other documentation if available (e.g. operating manual, help files, online help, other technical information and documentation). These Standard Business Terms Software Lease shall apply mutatis mutandis for the provision of new versions of the Contractual Software (e.g. patches, bug fixes, updates, upgrades. etc.). In the event that IBExpert transfers the Contractual Software to the Customer via data telecommunication, IBExpert shall endeavor to warrant the availability of the Contractual Software during regular business hours on a server for downloading by the Customer.

2.2 The online documentation of the Contractual Software describes in detail the functions and services that can be performed by the Contractual Software if used as stipulated in the Contract ("IBExpert features"). Solely the relevant Performance Description shall be significant for the quality of the Contractual Software and its intended use. Public statements, recommendations or advertisements shall not constitute any description of the quality of the Contractual Software.

2.3 The services to be performed by IBExpert within the scope of lease of the Contractual Software shall not include the installation of the software nor customized adjustments ("Customizing"), training or other consulting or company services above and beyond the leasing of the Contractual Software.

2.4 IBExpert shall, during the contractual period of the respective Software Lease Contract, maintain the contractually stipulated state of the Contractual Software, i.e. it will ensure the usability of the Contractual Software in conformity with the Performance Description. Under this obligation, IBExpert shall make available to the Customer new program versions of the Contractual Software and shall provide First Level Support in accordance with the following provisions.

2.4.1 The permission to use new program versions shall be granted provided that they are currently marketed by IBExpert and available. Such obligation of a permission of use shall not apply to those extensions of the Contractual Software that are offered and marketed by IBExpert separately as a new stand-alone product, and to new developments of the Contractual Software offering the same or similar functions on a different technological basis.

2.4.2 First Level Support shall in particular cover all inquiries regarding deployment and configuration issues and questions regarding applications in relation to the Contractual Software including basic advice by email ("Support"). If the Customer has acquired the Contractual Software through a distributor of IBExpert ("Partner"), the Customer can request the "First Level Support" from the respective partner. The partner responsible for providing First Level Support will be stated in the order confirmation.

III. Contracting parties, personal conditions for customers

The contracting parties to any Software Lease Contract shall be IBExpert and the Customer. In the event that the Customer has obtained the Contractual Software via a partner of IBExpert, the latter shall act only as an intermediary without becoming a party to the Software Lease Contract himself.

IV. Lease fee

4.1 The amount of remuneration payable for the lease of the Contractual Software ("Lease Fee") shall result from the order confirmation. The amount due for the rental of the Contract Software remuneration (rent) is stated in the order confirmation. Insofar as this is not otherwise regulated, the lease fee for 12 months, 24 months or 36 months (software lease contract) is due in advance and payable immediately to IBExpert.

4.2 Should the Customer fail to pay the Lease Fee to schedule, IBExpert shall be entitled to claim interest in the amount of 8 per cent above the base interest rate according to Art. 247 Civil Code (BGB) as damages for delay, unless IBExpert proves that the damage suffered by IBExpert as a result of the delay is greater.

4.3 The Customer shall be entitled to offset, provided his counterclaim has been legally established by a declaratory judgment, recognized in a lawsuit as ready for decision, or has been accepted or is undisputed by IBExpert. A right of retention can be exercised by the Customer only if his claim for which payment is retained, is based on the same contractual relationship and has been established by a declaratory judgment, recognized in a lawsuit as ready for decision, or has been accepted or is undisputed by IBExpert.

4.4 IBExpert shall be entitled to raise the lease fee for the first time after the lapse of twelve months after the conclusion of the contract in writing, if and to the extent to which the material and labor costs incurred by IBExpert for maintaining the contract-conforming state of the Contractual Software have increased.

V. Granting of rights

5.1 IBExpert grants the Customer the non-exclusive and non-transferable right, temporarily for the duration of the corresponding Software Lease Contract, to use the Contractual Software in accordance with the provisions of these Standard Business Terms Software Lease.

5.2 The Customer is entitled to install and use the Contractual Software on the number of installations stated in the Standard Business Terms Software Lease at any given time. The term "computer" shall refer to the hardware if it is a single computer system, or to the computer system with which the hardware is operating if the hardware is a component of a computer system. The Customer may use the Contractual Software on any available hardware, which he owns or leases or rents. If he changes the hardware, he must delete the software from the previously used hardware. Any simultaneous storing, keeping in stock or using on more than only one hardware unit is not permitted. Use of the Contractual Software within a network or any other multi-station computer system is permitted, as long as this does not create the possibility of simultaneous multiple use of the program.

5.3 The Customer is not allowed to copy the Contractual Software, unless such reproduction is essential in order to use the Contractual Software. This includes the installation of the Contractual Software from the original data carrier into the mass memory of the hardware used, and loading the Contractual Software into the working memory. In addition, the Customer is entitled to prepare and store a backup copy which is to be labeled as such. This may be used exclusively for archival purposes. Simultaneous use of the original and the backup copy is not permitted. No further copies may be made. This also includes reproduction by the issue of the program code. Only one printout or one copy may be made of the User Manual or other supporting documentation (including online documentation). Any further copying of the Contractual Software and the User Manual or other supporting documentation is only allowed with the express permission of IBExpert.

5.4 IBExpert shall grant the Customer the rights of use of the new program versions transferred within the scope of the corresponding Software Lease Contract, and to the extent to which such rights are existing for the Contractual Software according to the terms of the Contract with which they are being used, or which are intended to be replaced by them. The provisions of sections V. and VI. shall apply mutatis mutandis. The right of use of any licensed Contractual Software, which is technically replaced by new program versions shall expire within two weeks from the date when the Customer uses the supplied program versions productively, however no later than one calendar month after the Customer has received the supplied program versions. The Customer is entitled to make one copy each of the technically replaced software programs for archiving purposes.

VI. Restrictions of the right of use, overuse

6.1 The Customer is not entitled to process and/or copy the Contractual Software beyond the contractually stipulated use unless this is imperative for the purpose of debugging and if IBExpert is in default of eliminating the defect. In such case, the Customer is permitted to commission the elimination of defects only to a third party that is not in a competitive relationship with IBExpert, if it is to be feared that important program functions and operations may be disclosed by the elimination of the defect. Modifications introduced by the Customer during the elimination of defects must be recorded and notified to IBExpert.

6.2 The Customer is also prohibited from analyzing, reassembling or in any way whatsoever processing or modifying the Contractual Software. A retranslation into other code forms ("decompiling") as well as any other kinds of reverse engineering of the different implementation stages of the Contractual Software by the Customer shall not be permitted subject to the following provision: The Customer shall be authorized to decompile the object code only if such decompilation is necessary to achieve interoperability with other software programs, if he has not been provided with the required data and/or information, following a written request setting an adequate time limit, and provided that the decompilation work is limited to those parts of the Contractual Software that are necessary to establish interoperability with other software programs.

6.3 The Customer is prohibited from removing any property and copyright references, serial numbers, version numbers, stickers, labels or trademarks of IBExpert or other manufacturers contained in the Contractual Software as well as in the User Manual or any other documentation.

6.4 The commercial use of the Contractual Software for third parties by way of the so-called "Application Service Providing (ASP)" or "Software as a Service" (SaaS) is not allowed. Furthermore, any use of the Contractual Software beyond the limits stipulated herein, e.g. in case of non-approved simultaneous multiple use by more than one user, is a use contrary to contract. For any period of overuse not agreed in the Contract, the Customer undertakes to pay the lease fee for the Contractual Software on basis of the actual scope of use according to the price list of IBExpert with retroactive effect after IBExpert immediately upon receipt of the corresponding invoice. In the event that the Customer fails to give notice of such overuse and IBExpert succeeds in otherwise discovering the overuse, the Customer shall pay IBExpert a flat-rate compensation for such unauthorized overuse to the amount of three times the lease fee that would have been payable for an authorized use of the Contractual Software by the Customer according to the price list of IBExpert. The customer is free to prove that IBExpert suffered lesser damages.

VII. Resale and re-lease

7.1 Without the prior written approval of IBExpert, the Customer shall not be entitled to transfer to a third party the copy of the Contractual Software submitted to him for use, nor the associated User Manual or any other documentation, in particular to sell, lease or lend the material to third parties.

7.2 The dependent use of the Contractual Software by third parties, who are subjected to the Customer's will regarding the manner of use, i.e. in particular by employees of the Customer, shall be permitted. This prohibition of simultaneous multiple use provided for in subsection 5.2 or 5.3 respectively shall remain unaffected.

VIII. Use of software protection mechanisms

8.1 The Contractual Software is supplied with a technical protection mechanism in the form of an electronic license control.

8.2 Any circumvention of the technical protection measures is a violation of the rights of IBExpert and is, under certain circumstances, also liable to prosecution. In particular, the removal and/or bypass of the software protection program routine is prohibited. Only in cases where the software protection impairs or prevents a trouble-free use of the program and IBExpert, despite notification and detailed description of the fault, is not able or willing to eliminate the fault within a reasonable period of time, the software protection may be removed or evaded in order to ensure the operability of the Contractual Software. The burden of proof of the impaired or hindered usability lies with the Customer.

IX. Customer's obligations to cooperate

9.1 It is the customer's responsibility to provide an appropriate hardware and software environment in due time.

9.2 Prior to the startup of the Contractual Software, the Customer is obliged to test all functions of the Contractual Software in the Customer's hardware and software environment. In the same manner, the Customer must check upon receipt that the data carrier or remote data transfer (Internet downloads), user manuals and other documentation is free from defects. Any defects discovered by the Customer must be notified to IBExpert immediately. To this end, the Customer shall forward to IBExpert all information available to him necessary for eliminating the defect.

9.3 The Customer is obliged to take appropriate measures to prevent unauthorized access to the Contractual Software and to the user manuals or other documentation by taking appropriate measures. The Customer shall keep in safe custody the original data carriers or downloads supplied, as well as the data carriers with the copies prepared by him conformant to the contract. It shall also expressly instruct its employees, colleagues and vicarious agents, who use the Contractual Software in compliance with the provisions of these Standard Business Terms Software Lease, about the observation of these Standard Business Terms Software Lease and of the provisions of copyright law.

X. Warranty

10.1 IBExpert warrants that the Contractual Software, when used conformant to the contract, will comply with its performance description and does not contain defects which impair the suitability of the Contractual Software for the contractually agreed application more than insubstantially. Minor deviations from the performance description shall not be considered as defects. Insignificant deviations from the specifications are not deemed to be a defect.

10.2 The Customer shall be required to inform IBExpert immediately in writing of any apparent defects, specifying and describing how the respective defect manifest itself, what are its implications and under what circumstances it occurs.

10.3 In case of errors contained in the User Manual or in any other documentation, IBExpert's warranty shall be such as to inform the Customer how the incorrect text passages should read correctly.

10.4 A defect properly reported by the Customer shall be removed by IBExpert by way of subsequent remedy, i.e. by rectification or replacement. In the first instance IBExpert has the right to choose in what form and manner a defect is removed by way of subsequent fulfillment. IBExpert's right to refuse the kind of subsequent fulfillment pursuant to statutory requirements remains unaffected. As far as is reasonably acceptable for the Customer, IBExpert shall be entitled to remediate the defect by supplying the Customer with a new version of the Contractual Software (e.g. as an update or maintenance release/patch) which no longer contains or eliminates the notified defect. The Customer may not enforce a leasing fee diminution by a deduction from the agreed leasing fee, unless the right of diminution is uncontested or established by a court judgment. The right of diminution in price shall only cover the particular defective functionality of the Contractual Software.

10.5 IBExpert shall not be held liable under a warranty if defects of the Contractual Software have occurred following alteration to the conditions of application and operation, and following installation and user errors, unless attributable to errors in the User Manual or other documentation; following interference with the Contractual Software such as alterations, modifications, connections with other programs, and/or after any use in breach of contract, unless the Customer proves that the errors already existed on transfer of the Contractual Software, or are in no causal relation with the aforementioned events. The foregoing shall not apply if the Customer is entitled to change the Contractual Software, in particular when exercising the right of self-remedial action in case of defects pursuant to Art. 536 a paragraph 2 Civil Code (BGB), and the changes are properly performed and comprehensively documented.

XI. Liability

11.1 The liability regardless of negligence or fault of the lessor pursuant  for defects of the Contractual Software already existing at the time of conclusion of the contract shall be expressly excluded.

11.2 In other respects, the liability regulation found in Section 9 of the IBExpert Terms and Conditions apply.

XII. Impairment of service

12.1 As far as IBExpert is obliged to deliver new program versions to the customer, the warranty provisions in case of defectiveness, listed under section X. of the Standard Business Terms Software Lease apply in the case of defectiveness of these software programs.

12.2 For the services provided under the first-level support consulting and support services IBExpert shall be liable for the punctual and proper implementation, but not for economic or other performance success aims of the customer.

XIII. Duration of lease, termination of contract

13.1 Unless otherwise provided for in the order confirmation, each software lease contract shall come into force upon its completion.

13.2 The Software Lease Contract has a duration of 12, 24 or 36 months and is extended by one year unless three months' notice of termination is given prior to the expiry of the of the original or extended contract period respectively.

13.3 In addition, each contracting party is entitled to give extraordinary notice of termination of the Software Lease Contract for extraordinary cause if he can no longer be reasonably expected to continue the contractual relationship. A termination by the Customer due to inability to grant the contractual use  shall be admissible only when IBExpert has been given an adequate chance to remedy the defect and it is deemed to have failed. IBExpert may terminate the Contract extraordinarily without notice when the Customer prepares pirate copies of the Contractual Software, passes the Contractual software to others without being authorized to do so, does not prevent the access by unauthorized persons, decompiles the Contractual Software without being entitled to do so, is in default of payment of the lease fee for more than two months or continues to use the Contractual Software in breach of contract in spite of having received a cease-and-desist letter.

13.4 Termination of the software lease contract shall only be valid in written form by postal letter. A transmission of the notice of termination by telecommunication services or electronic means (e.g. by facsimile transmission or email) is not sufficient to comply with the aforementioned written form stipulation.

XIV. Obligations to return contractual software

14.1 Upon termination of the Software Lease Contract, the Customer shall be obliged to return to IBExpert the Contractual Software on the original data carrier, including the User Manual and all other documentation. Such return must be at no charge for IBExpert. Any copies made of the Contractual Software shall also be delivered to IBExpert or must be deleted if no delivery is possible. If the object of the Software Lease Contract is a software download, then such downloaded software and all copies must be deleted completely upon termination of contract. After being carried out, the deletions shall be confirmed to IBExpert in writing by the Customer.

14.2 The customer may not continue to use the licensed software in any way after the end of the Software Lease Contract.

XV. Gratuitous transfer of software

15.1 As far as IBExpert allows customers to download, install and register any software programs for gratuitous use ("Freeware", here IBExpert Personal Edition), the provisions of this section XV. shall apply. Furthermore, these provisions shall apply mutatis mutandis to the transfer of new program versions of such Freeware (e.g. patches, bug fixes, updates, upgrades, etc.) as well as to any user documentation of the Freeware made available for downloading on IBExpert's homepage.

15.2 IBExpert shall provide the Freeware to the Customer in machine-readable form (Object Code) together with an electronic user manual and, if available, other documentation (e.g. operating instructions, help files, other technical information and documentation). The transfer of the Freeware und the associated user documentation shall be realized by data telecommunication ("download") or by transfer of a data carrier at the discretion of IBExpert. IBExpert is not obliged to provide further, additional supplementary services for the Freeware, such as support and maintenance services.

15.3 The user manual or other documentation of the Freeware shall describe in detail what features and benefits can be achieved by the Freeware when used as stipulated in the Contract ("Performance Description"). Solely the relevant Performance Description shall, to such extent, be binding for the quality of the Freeware and its intended application. Public statements, recommendations or advertisements shall not constitute any indication of the quality of the Contract Software.

15.4 IBExpert grants the Customer the non-exclusive and non-transferable right, temporarily to use the Freeware supplied in the object code in accordance with the provisions of these Contractual Terms.

15.5 The Customer shall not be entitled, without the prior written consent of IBExpert, to transfer the copy of the Freeware provided, as well as the associated user manual and other documentation - if applicable - for use to any third party and to sell, lease or lend them to third parties. In particular, the Customer is not allowed to transfer the Freeware to third parties against payment of a charge, e.g. by way of the so-called "Application Service Providing (ASP)" or "Software as a Service" (SaaS). Otherwise the above provisions in sections 5.2, 5.3 and VI. for using the Contractual Software shall apply mutatis mutandis to the use of Freeware.

15.6 In connection with the transfer of Freeware, IBExpert shall be liable only for intent and gross negligence. Any further claims for damage and compensation of expenses of the Customer for whatever legal reason, in particular due to infringement of duties arising from the relationship under the law of obligations and from tortuous acts, shall be excluded.

15.7 IBExpert shall be liable for material and legal defects of the Freeware only if IBExpert has fraudulently concealed a material and/or legal defect. Any further liability or warranty for material or legal defects shall be excluded.

15.8 Unless no deviating regulations have been provided for in this section XIV., the provisions of the General Terms and Conditions shall apply to the licensing of Freeware mutatis mutandis.

XVI. Validity of the General Terms and Conditions

Unless otherwise provided for in these Standard Business Terms Software Lease, the Standard General Business Terms of IBExpert ("General Terms and Conditions") shall apply on a supplementary basis.

General Terms and Conditions Software Lease - Status: 01.01.2022 

End Part 2

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Part 3: Valid for all IBExpert Software products, except company year license

IBExpert Ltd Contract Terms for the Supply of Software

(General Terms and Conditions Software)

I. Scope of application

The following terms and conditions of IBExpert Ltd ("IBExpert") governing the supply of software ("General Terms and Conditions Software") shall apply to all contractual relationships with Customers in connection with the permanent supply of software programs and shall be deemed to be an integral part of the contract unless otherwise agreed between IBExpert and the customer by an individual agreement in writing. The General Terms and Conditions Software supplement the IBExpert Standard Business Terms ("General Terms and Conditions") which shall, together with the General Terms and Conditions Software, constitute an integral part of the contract.

II. Services to be performed by IBExpert

2.1 IBExpert shall provide the Customer with the software program as specified in the order confirmation (Contractual Software) in machine-readable form (object code) together with a printed and/or electronic user manual as well as with other documentation if available (e.g. operating manual, help files, online help, other technical information and documentation). IBExpert shall transfer the Contractual Software, at its discretion, on a data carrier or by data telecommunication (e.g. by Internet download). These General Terms and Conditions Software shall apply mutatis mutandis for the provision of new versions of the Contractual Software (e.g. patches, bug fixes, updates, upgrades. etc.).

2.2 In the event that IBExpert transfers the Contractual Software to the Customer via data telecommunication, IBExpert shall endeavor to warrant the availability of the Contractual Software during regular business hours on a server for downloading by the Customer.

2.3 The online documentation of the Contractual Software describes in detail the functions and services that can be performed by the Contractual Software if used as stipulated in the Contract ("Specifications"). Solely the relevant Performance Description shall be significant for the quality of the Contractual Software and its intended use. Public statements, recommendations or advertisements shall not constitute any description of the quality of the Contractual Software.

2.4 The services to be performed by IBExpert within the scope of lease of the Contractual Software shall not include the supply of new versions of the licensed software, software installation, nor customized adjustments ("Customizing"), training or other consulting or company services above and beyond the leasing of the Contractual Software. In particular, IBExpert is not obliged to support the Customer, in attempts to connect the Contractual Software to a different software for the purpose of performing data exchange using any interfaces which may be contained in the Contractual Software. Both the establishment of such a connection, as well as the services mentioned above, will be provided by IBExpert only in a separate agreement with the Customer and for an additional fee.

III. Customer's obligations to cooperate

3.1 The order confirmation from IBExpert or the respective user manual (online documentation) of the Contractual software states the prerequisite hardware and software environment (minimum processor clock rate, memory, operating system, etc.) for a correct and error-free operation of the Contractual Software. It is the Customer's responsibility to provide an appropriate hardware and software environment in due time. Should he fail to do this, the Customer takes full responsibility if the Contractual Software supplied cannot be used solely because of this failure.

3.2 The Customer is obliged to test all functions of the Contractual Software in the Customer's hardware and software environment. In the same manner, the Customer must check the faultlessness of the data carrier or remote data transfer (Internet downloads), user manuals and other documentation upon receipt. Any defects, not obvious in this examination and subsequently discovered by the Customer must be notified to IBExpert within the time period referred to in 7.4.

3.3 The Customer is obliged to take appropriate measures to prevent unauthorized access to the Contractual Software and to the user manuals or other documentation. The Customer will store the original supplied data carrier in a secure place to protect against unauthorized access by any third party.

3.4 The Customer will provide IBExpert upon request and within a reasonable period of time, written confirmation, that the Contractual Software is being used by the Customer in accordance with the contract, especially whether the Customer is complying with the contractually agreed terms of deployment (i.e. in terms of the number of installed licenses) as well as the Terms of Use in accordance with IV. And V. To verify the information provided by the Customer, IBExpert shall be entitled to conduct a Customer audit once in each calendar year. IBExpert will inform the Customer at least ten (10) working days prior to such an examination in writing of the commencement and the cause for or the scope of the audit. The Customer will allow IBExpert, or an auditor assigned by IBExpert, access to its property and buildings during normal business hours, as well as access with administrative rights to the hardware and software on which the Contractual Software is installed, to the extent as is necessary to review the contractual use of the Contractual Software. IBExpert is obliged to maintain confidentiality of all non-publicly known knowledge concerning the Customer's enterprise, which IBExpert may learn of during the review. The cost of the audit shall be borne by the Customer should a significant violation of obligations on the part of the Customer be detected.

IV. Granting of rights

4.1 IBExpert grants the Customer the perpetual, non-exclusive and non-transferable right to use the Contractual Software in accordance with the provisions of these General Terms and Conditions Software. This right of use is subject to the full payment of the Contractual Software.

4.2 The Customer is entitled to install and use the Contractual Software on a single computer at one location at any given time. The term "computer" shall refer to the hardware if it is a single computer system, or to the computer system with which the hardware is operating if the hardware is a component of a computer system. The Customer may use the Contractual Software on any available hardware, which he owns or leases or rents. If he changes the hardware, he must delete the software from the previously used hardware. Any simultaneous storing, keeping in stock or using on more than only one hardware unit is not permitted. Use of the Contractual Software within a network or any other multi-station computer system is permitted, as long as this does not create the possibility of simul-taneous multiple use of the program. Deviation of the number and the nature of usage rights (per user or per workplace) may be affirmed in the IBExpert order confirmation.

4.3 The Customer may copy the Contractual Software, if such reproduction is essential in order to use the licensed software. This includes installation of the Contractual Software from the original data carrier to the mass storage of the hardware used, and loading the Contractual Software into the working memory. In addition, the Customer is entitled to prepare and store a backup copy which is to be labeled as such. This may be used exclusively for archival purposes and may not be passed on to third parties. Simultaneous use of the original and the backup copy is not permitted. No further copies may be made. This also includes reproduction by the issue of the program code. Only one printout or copy may be made of the user manual or the other documentation. Any further copying of the Contractual Software and the User Manual or other supporting documentation is only allowed with the express permission of IBExpert.

4.4 The Customer is entitled to pass on the Contractual Software as a whole and in its original condition to a third party, provided that the third party agrees to the terms of these General Terms and Conditions Software. With transfer of the Contractual Software the usage right is transferred to the third party, who is solely entitled to use the Contractual Software pursuant to the terms and conditions of these General Terms and Conditions Software to the exclusion of the Customer. The Customer shall delete or destroy by other means all copies and partial copies of the Contractual Software. This also applies to backup copies. The Customer must notify IBExpert of the transfer of the Contractual Software immediately in writing, stating the name and address of the third party.

4.5 The Customer is not entitled to rent out the Contractual Software or any part thereof for

4.6 IBExpert grants the Customer the same usage rights of any new program versions published, whether provided under a separate maintenance contract or under warranty, to the extent to which such rights are existing for the Contractual Software according to the terms of the Contract with which they are being used, or which are intended to be replaced by them. The provisions of sections IV. and V. shall apply mutatis mutandis. The right of use of any licensed Contractual Software, which is technically replaced by new program versions shall expire within two weeks from the date when the Customer uses the supplied program versions productively, however no later than one calendar month after the Customer has received the supplied program versions. The Customer is entitled to make one copy each of the technically replaced software programs for archiving purposes.

V. Restrictions of the right of use, overuse

5.1 The Customer is not entitled to process and/or copy the Contractual Software beyond the contractually stipulated use unless this is imperative for the purpose of debugging and if IBExpert is in default of eliminating the defect. In such case, the Customer is permitted to commission the elimination of defects only to a third party that is not in a competitive relationship with IBExpert, if it is to be feared that important program functions and operations may be disclosed by the elimination of the defect. Modifications introduced by the Customer during the elimination of defects must be recorded and notified to IBExpert.

5.2 The Customer is also prohibited from analyzing, reassembling or in any way whatsoever processing or modifying the Contractual Software. A retranslation into other code forms ("decompiling") as well as any other kinds of reverse engineering of the different implementation stages of the Contractual Software by the Customer shall not be permitted subject to the following provision: The Customer shall be authorized to decompile the object code only if such decompilation is necessary to achieve interoperability with other software programs, if he has not been provided with the required data and/or information, following a written request setting an adequate time limit, and provided that the decompilation work is limited to those parts of the Contractual Software that are necessary to establish interoperability with other software programs.

5.3 The Customer is not permitted to remove, alter or make illegible any property and copyright references, serial numbers, version numbers, stickers, labels or trademarks of IBExpert or other manufacturers contained in the Contractual Software as well as in the User Manual or any other documentation.

5.4 The commercial use of the Contractual Software for third parties by way of the so-called "Application Service Providing (ASP)" or "Software as a Service" (SaaS) is not allowed. Furthermore, any use of the Contractual Software beyond the limits stipulated herein, in particular in the case of non-approved simultaneous multiple use by more than one user, is considered in breach of contract. The Customer is obliged to inform of this IBExpert immediately. For any period of overuse not agreed in the Contract, the Customer undertakes to pay the lease fee for the Contractual Software calculated on the actual scope of use and according to the IBExpert price list with retroactive effect immediately upon receipt of the invoice. In the event that the Customer fails to give notice of such overuse and IBExpert succeeds in discovering the overuse, for example following an audit as described in paragraph 3.4, the Customer shall pay IBExpert liquidated damages for such unauthorized overuse to the amount of three times the fee that would have been payable for an authorized use of the Contractual Software by the Customer, according to the IBExpert price list. The Customer is free to prove that IBExpert suffered lesser damages.

VI. Use of software protection mechanisms

6.1 The Contractual Software is supplied with a technical protection mechanism in the form of an electronic license control.

6.2 If IBExpert supplies the Contractual Software with a dongle, and this has a malfunction, the Customer may request a replacement dongle from IBExpert by returning the defective dongle. The replacement delivery is free of charge during the warranty period for the Contractual Software according to the following paragraph 7.2. Following expiry of the warranty period, a fee of EUR 65.00 plus VAT and shipping costs must be paid. In the event of theft or other loss of the dongle, the Customer shall not be entitled to a replacement.

6.3 Any circumvention of the technical protection measures is a violation of the rights of IBExpert and is, under certain circumstances, also liable to prosecution. In particular, the removal and/or bypass of the software protection program routine is prohibited. Only in cases where the software protection impairs or prevents a trouble-free use of the program and IBExpert, despite notification and detailed description of the fault, is not able or willing to eliminate the fault within a reasonable period of time, the software protection may be removed or evaded in order to ensure the operability of the Contractual Software. The burden of proof of the impaired or hindered usability lies with the Customer.

VII. Liability for material and legal defects

7.1 Statutory provisions apply to the Customer's rights in the case of material and legal defects (hereinafter defects) of the Contractual Software, unless otherwise stipulated in the following paragraphs.

7.2 The warranty period for the Contractual Software is one year. The one-year warranty period begins upon delivery of the Contractual Software to the Customer. The statutory warranty period will however apply if IBExpert has fraudulently concealed a defect or has accepted a guarantee for the quality of the Contractual Software.

7.3 IBExpert warrants that the Contractual Software, when used conformant to the contract, will comply with its performance description and does not contain defects which impair the suitability of the Contractual Software for the contractually agreed application more than insubstantially. Insignificant deviations from the specifications are not deemed to be a defect.

7.4 The Customer is to examine the Contractual Software, including the documentation, within eight (8) working days following delivery, in particular with regard to the completeness of the data carriers and user documentation, as well as the operational capability of basic program functions. Defects that are identified or which are identifiable must be reported in writing to IBExpert within a further eight (8) working days, quoting the order details and the invoice number. When notifying of any defects, the Customer shall specify and describe how the defect manifests itself, what are the effects and under what circumstances it occurs. Defects, which are not detectable in the scope of an orderly examination, must be notified within eight (8) working days after discovery in compliance with the notice requirements set forth above. In the case of a breach of the inspection and notification obligation, the Contractual Software shall be considered as approved.

7.5 A defect correctly reported by the Customer shall be removed by IBExpert by way of subsequent remedy, i.e. by rectification or replacement. In the first instance IBExpert has the right to choose in what form and manner a defect is removed by way of subsequent fulfillment. As far as is reasonably acceptable for the Customer, IBExpert shall be entitled to remediate the defect by supplying the Customer with a new version of the Contractual Software (e.g. as an update or maintenance release/patch) which no longer contains or eliminates the notified defect. As far as can be reasonably expected by the Customer, IBExpert shall be entitled to remediate the defect by supplying the Customer with a new version of the Contractual Software (e.g. as an update or maintenance release/patch) which no longer contains or eliminates the notified defect.

7.6 If the subsequent rectification is not successful within a reasonable period of time, the Customer will set IBExpert a further reasonable period of grace for the rectification, in so far as the Customer's deadline is reasonable and the remedy not ultimately declined by IBExpert. If IBExpert cannot remediate the defect within the period of grace, the Customer may withdraw from the contract or reduce the purchase price, and possibly claim damages in lieu of performance or reimbursement of expenses. Following unsuccessful expiration of the period of grace the Customer must give notice within a reasonable period of time, whether he still requires subsequent rectification or if he wishes to his assert his rights above. A right of withdrawal does not however exist in the case of an insignificant defect. With the declaration of withdrawal or reduction the Customer's right to delivery of the flawless Contractual Software is no longer applicable.

7.7 IBExpert shall not be held liable under a warranty if defects of the Contractual Software have occurred following alteration to the conditions of application and operation, and following installation and user errors, unless attributable to errors in the User Manual or other documentation; following interference with the Contractual Software such as alterations, modifications, connections with other programs, and/or after any use in breach of contract, unless the Customer proves that the errors already existed on transfer of the Contractual Software, or are in no causal relation with the aforementioned events.

7.8 In the case of a justified withdrawal, IBExpert is entitled to demand an appropriate compensation for the usage of the Contractual Software sustained in the past by the Customer up to the time of the rescission. This compensation for usage is determined based on a four-year cumulative usage period of the Contractual Software, allowing a reasonable deduction for the impairment of the Contractual Software due to the defect which led to the withdrawal from the contract.

7.9 If the Customer has held IBExpert liable for any warranty claims, and it transpires that there either is no defect or the claimed defect is based on a circumstance which IBExpert is under no obligation to guarantee, then the Customer, provided he has at least negligently caused the claim against IBExpert, is to replace all resulting costs to IBExpert.

VIII. Gratuitous transfer of software

8.1 As far as IBExpert allows Customers to use software programs gratuitously ("Freeware"), the provisions of this section VIII. shall apply. Furthermore, these provisions shall apply mutatis mutandis to the transfer of new program versions of such Freeware (e.g. patches, bug fixes, updates, upgrades, etc.) as well as to any user documentation of the Freeware made available for downloading on IBExpert's homepage.

8.2 IBExpert shall provide the Freeware to the Customer in machine-readable form (Object Code) together with an electronic user manual and, if available, other documentation (e.g. operating instructions, help files, other technical information and documentation). The transfer of the Freeware und the associated user documentation shall be realized by data telecommunication ("download") or by transfer of a data carrier at the discretion of IBExpert.

8.3 The user manual or other documentation of the Freeware describes in detail which features and benefits can be achieved by the Freeware when used as stipulated in the Contract ("Performance Description"). Solely the relevant Performance Description is, in this respect, significant with regard to the quality of the Freeware and its intended application. Public statements, recommendations or advertisements shall not constitute any indication of the quality of the Contractual Software.

8.4 IBExpert grants the Customer the non-exclusive and non-transferable right to use the Freeware supplied in the object code for an unlimited period of time in accordance with the provisions of these Contractual Terms.

8.5 The Customer shall not be entitled, without the prior written consent of IBExpert, to transfer the copy of the Freeware provided, as well as the associated user manual and other documentation - if applicable - for use to any third party nor to sell, lease or lend them to third parties. In particular, the Customer is not allowed to transfer the Freeware to third parties against payment of a charge, e.g. by way of the so-called "Application Service Providing (ASP)" or "Software as a Service" (SaaS). Otherwise the above provisions in sections 4.2, 4.3 and V. for using the Contractual Software shall apply mutatis mutandis to the use of Freeware.

8.6 In connection with the transfer of Freeware, IBExpert shall be liable only for intent and gross negligence. Any further claims for damage and compensation of expenses of the Customer for whatever legal reason, in particular due to infringement of duties arising from the relationship under the law of obligations and from tortuous acts, shall be excluded.

8.7 IBExpert shall only be liable for material and legal defects of the Freeware if IBExpert has fraudulently concealed a material and/or legal defect. Any further liability or warranty for material or legal defects shall be excluded.

8.8 In as far as no deviating regulations have been provided for in this section VIII., the provisions of the General Terms and Conditions shall apply to the licensing of Freeware mutatis mutandis.

IX. Validity of the General Terms and Conditions

The general provisions regarding e.g. the conclusion of the contract, delivery, remuneration and terms of payment, retention of title and reservation of rights, liability, statute of limitation, place of jurisdiction, etc. contained in IBExpert's General Terms and Conditions shall apply mutatis mutandis to contractual relationships within the framework of the transfer of software, unless these General Terms and Conditions Maintenance contain any deviating provisions.

General Terms and Conditions Software - Status: 01.01.2022 

End Part 3

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Part 4: Valid for Software assurance products and other services provided 

IBExpert Ltd Contract Terms for the Maintenance of Software and Support Services

(General Terms and Conditions Maintenance)

Scope of application

The following terms and conditions of IBExpert Ltd ("IBExpert") for the maintenance of software ("General Terms and Conditions Maintenance") apply to all contractual relations with customers in connection with the provision of software maintenance and support services and are an integral part of the contract unless otherwise agreed in writing in an individual agreement between IBExpert and the customer.

The General Terms and Conditions for Maintenance supplement IBExpert's supplement IBExpert's Standard Business Terms ("General Terms and Conditions") and IBExpert's Terms of Contract for the Transfer of Software ("General Terms and Conditions for Software Lease"), both of which are an integral part of the contract in addition to the General Terms and Conditions for Maintenance.

II. Subject matter of the contract

2.1 IBExpert shall assume the maintenance of the software programs described in more detail in the order confirmation. Unless otherwise agreed, IBExpert shall perform the following maintenance services for these software programs:

2.1.1 Brief telephone consulting and support for all questions related to operation, installation and other application support via email ("Support").

2.1.2 Supply of the respective program version currently marketed by IBExpert by remote data transfer (Internet download).

2.2 The scope of the aforementioned maintenance services is described in detail below. All other services not indicated below shall not be owed by IBExpert, but must be ordered and paid for separately.

2.3 IBExpert shall endeavor to adapt the software programs to be maintained to changing legal regulations within the framework of IBExpert's operational and economic capabilities and within a reasonable period of time. This shall not apply in the case that such adaptation involves unreasonable work for IBExpert. In such a case IBExpert shall effect the adaptation only in return for appropriate additional remuneration.

III. Support

3.1 IBExpert shall perform electronic brief consulting and support services related to all questions regarding operation, installation, application problems or other cases of difficulties related to program operations of the software programs to be maintained. The brief consulting service is available to the customer by email during IBExpert's normal working hours outside the statutory public holidays of Malta from Monday to Friday from 9:00 am to 5:00 pm.

3.2 Consulting and/or support in accordance with the above clause is any problem-related answer on the part of IBExpert to the description of a software-related problem of the customer in connection with the software programs described in more detail in the order confirmation. The reply to the respective inquiry will be made by email.

IV. Supply of current program versions

4.1 IBExpert shall provide the customer with all new program versions of the software programs to be maintained via electronic data interchange (Internet download) provided that they are currently marketed by IBExpert and are available. This shall not apply to extensions of the software programs to be maintained, which IBExpert offers and markets separately as a new and independent product, and to new developments of the software programs with identical or similar functions on a different technological base.

4.2 The new program versions are transferred, at the discretion of IBExpert on a data medium or via remote data transmission (Internet download). If IBExpert transfers the new program version to the customer via remote data transmission, IBExpert shall endeavor to ensure the availability of the new version on a server for downloading by the customer. The functional scope of the new version is detailed in the documentation provided, and/or on other separate information from IBExpert.

V. Other services

5.1 At the customer's request, IBExpert shall perform further services which are connected with the software programs to be maintained, but which are not included in the services described in the previous subsections, in return for an additional remuneration to be agreed upon. This shall apply in particular to the following services if they cannot be provided by the brief telephone consulting and support ("Support"):

5.1.1 individual elimination and analysis of defects in the software programs to be maintained;

5.1.2. local services by IBExpert at the customer's site, in particular work on the customer's IT system;

5.1.3 services in connection with software programs not covered by this contract;

5.1.4 services that are performed outside IBExpert's normal working hours at the request of the customer;

5.1.5 services that are necessary due to improper handling of the maintained software and/or breaches of obligations on the part of the customer, such as failure to comply with user manuals, irrespective of whether they are due to the customer, his vicarious agents or other persons not authorized by IBExpert;

5.1.6 services that become necessary due to force majeure or other circumstances for which IBExpert is not responsible;

5.1.7 services that are necessary in connection with the installation of a new program version purchased by the customer, especially instruction and training regarding these software programs;

5.1.8 services resulting from altered or new customer requirements. These include in particular advising the customer on the adaptation and creation of application software and/or on general computer-technical issues that are not related to the software programs to be maintained;

5.1.9 updating of earlier customer-specific customizations, settings and extensions that are necessary for their preservation after any change of the version.

5.2 IBExpert shall not be required to perform services that are not part of the subject matter of this contract, in particular the above-mentioned services. However, IBExpert shall endeavor within the range of its operational capabilities to support the customer to the extent necessary for reasonable economic use of the software programs being maintained.

VI. Customer's obligations to cooperate

6.1 The customer shall support IBExpert in every respect in fulfilling the contractual maintenance services free of charge. In particular,

• the customer shall appoint a responsible party in writing during the term of the contract who possesses all decision-making powers and authorizations necessary for the purposes of implementation of this agreement;
• install the new program versions received from IBExpert according to IBExpert's instructions;
• keep all data used or obtained in connection with the maintained software programs in machine-readable form as a backup copy, enabling a full reconstruction of lost data at a reasonable
• keep new versions of the operating system, database or other third-party software required for application of the software programs available at the customer's expense to the extent this is necessary for the creation and/or use of a new program version of the software programs to be maintained;
• provide suitable and trained personnel for the installation and startup of new program versions. 

6.2 The above-mentioned obligations to cooperate are major contractual duties. In the event of repeated or serious breach of obligations, IBExpert is entitled to terminate the service contract by giving two weeks' notice to the end of the month.

VII. Payment, billing

7.1 The amount of the payment to be made by the customer for the maintenance services is based on the order confirmation and/or IBExpert's prevailing current price list. All prices are quoted net, without any deductions and exclusive of the statutory value added tax.

7.2 IBExpert retains the right to adjust the fee rates for the provision of maintenance services to meet the competitive and business management conditions and requirements. IBExpert shall be entitled to adjust the maintenance fee by prior written notification. Such adjustment shall be permissible at the earliest 12 months after conclusion of the maintenance contract, and it must not exceed the remuneration of the preceding 12 month-period by more than 10 %.

7.3 If errors occur during the warranty period of a software program transferred and to be maintained by IBExpert and this error falls under IBExpert's warranty, the services performed within the framework of this maintenance agreement in connection with the elimination of the error shall not be charged to the customer or be partially reimbursed, in so far as the customer explicitly claims subsequent remedy in accordance on his legal warranty claim.

7.4 Invoicing shall be carried out in one amount upon completion of the maintenance agreement for the remaining term until 31 December of the calendar year and is due for payment immediately. Thereafter further invoicing shall be carried out as of 1st January of each calendar year in one amount and is due for payment immediately.

7.5 Support services offered at actual time expenditure will be charged as prepaid Standard Hotline packages, and are billed on a prepayment basis.

VIII. Defective performance

8.1 As far as IBExpert is obliged to supply new program versions to the customer, the warranty provisions stipulated in the Terms and Conditions for Software shall apply mutatis mutandis in case of defectiveness of these software programs.

8.2 For the consulting and support services provided within the framework of the "Support", IBExpert shall be liable for the punctual and proper implementation, but not for economic or other performance success aims of the customer.

8.3 Should IBExpert provide consulting and support services as part of this support, based on files supplied by the customer, IBExpert is not liable for the correctness or for the completeness of the data. The customer takes full responsibility for the decision as to whether this data is accurate and complete and whether its use is appropriate for its intended purposes. This also applies if IBExpert has reorganized or modified such data as part of its technical application support (para. 2.1). IBExpert accepts no liability, either direct or indirect, for damages of any kind arising from the use of this information. Paragraph 7 of the General Conditions of IBExpert (Terms and Conditions Services) and the corresponding subsequent provisions remain unaffected.

IX. Contractual period, termination

9.1 The Maintenance Contract has a duration until the end of the year following the conclusion of the contract and it shall be extended from year to year for another year unless notice of termination is given in writing by posted letter three months' prior to the lapse of the initial contract term or of the extended contract term. A transmission of the notice of termination by telecommunication services or electronic means (such as e.g. by facsimile transmission or email) is not sufficient to comply with the afore-mentioned written form stipulation.

9.2 The right of extraordinary termination for compelling reasons shall not be affected. In particular IBExpert shall have the right of extraordinary termination if the customer is in default of payment of the fee by more than two (2) months.

X. Rights of use

10.1 IBExpert shall grant the customer the rights of use of the new program versions transferred within the framework of this maintenance agreement to the extent that they exist with respect to the software programs with which they are properly used or which are to be replaced by them. The Terms and Conditions for Software Lease shall apply mutatis mutandis.

10.2 The right of use of software programs that are technically replaced by the new program versions shall expire within two weeks after the customer productively utilizes the supplied program versions, but at the latest one calendar month after receipt of the supplied program versions by the customer. The customer has the right to make one copy of the technically replaced software programs in each case for archiving purposes.

XI. Validity of the Standard Business Terms and the General Terms and Conditions Software Lease

The general provisions regarding e.g. the conclusion of the contract, delivery, remuneration and terms of payment, retention of title and reservation of rights, liability, statute of limitation, place of jurisdiction, etc. contained in IBExpert's General Terms and Conditions shall apply mutatis mutandis to contractual relationships within the framework of performance of maintenance services unless these General Terms and Conditions Maintenance contain any diverging provisions. If new program versions are transferred to the customer within the provisions of the maintenance services, IBExpert's Contract Terms for the Lease of Software (General Terms and Conditions Software Lease) shall apply mutatis mutandis.

General Terms and Conditions Maintenance   Status: 01.01.2022 

End Part 4

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Error: too many registrations for the Personal Edition

After clicking “Get code” I received the following error message: Error: too many registrations for personal edition from your network…

This is not an error. If you check the IBExpert Personal Edition conditions, you will see that you have exceeded the number of legal downloads allowed for this free edition: free IBExpert Personal Edition.

Due to the vast amounts of downloads the free IBExpert Personal Edition registration procedure is fully automated. We can therefore provide neither support nor service for this software edition. Please do not write to us, or request manual activations.

By activating the IBExpert Personal Edition registration you are also agreeing to the terms stated in the Activation Code email:

1. The Personal Edition is certainly not intended for commercial use on multiple computers in a company, nor to be passed on or sold to others.

2. The Personal Edition may not be activated for other users.

3. Use of the IBExpert Personal Edition is only allowed by the person who has conducted the download from his/her account in the IBExpert Download Center.

4. A developer may use the Personal Edition commercially at his employer's (according to the terms in 3.).

Any use by any other person or any form of distribution is strictly prohibited without prior written permission and will be prosecuted.

You will need to agree to these usage terms before you enter the unlock code.

If you need or intend to use IBExpert for any other purpose than personal use, you must purchase a full IBExpert Developer Studio Edition incl. 12 month software subscription. If you only use IBExpert occasionally (for example, for customer support), the IBExpert Day Edition may be suitable for your needs.

You can view all IBExpert software and fees on our website: IBExpert products, services & prices.