Terms of Service - OpenProject Enterprise

Last updated: 2022-09-21

A. General

§ 1 Preamble

OpenProject GmbH, Krausenstrasse 9, 10117 Berlin, Germany (hereinafter:“OpenProject”) develops and maintains the OpenProject project management software (hereinafter the “Software”).

These Terms of Service and contractual conditions regulate the transfer of the Software for installation on the customer’s systems (“OpenProject Enterprise On-Premises”) or access to the software as part of a SaaS solution (“OpenProject Enterprise Cloud”*). These terms also govern the provision of customer support and Software maintenance services.

Under our Terms of Service, we aim to give our customers the advantages and freedom of using an open source application and at the same time to foster the continuous development of the Software by an active developer community.

§ 2 Scope

These Terms of Service are intended exclusively for natural persons, legal entities, or business partnerships that wish to use the Software to carry out their commercial or independent professional activity (hereinafter “Customers”) and therefore act as entrepreneurs within the meaning of Section 14 German Civil Code (BGB).

No other terms and conditions stipulated by the Customer will apply, even if OpenProject does not expressly object to their application. Any deviating or contradictory provisions will therefore only apply if OpenProject has expressly acknowledged them in writing. This clause also applies to the precedence and application of the Customer’s own general terms and conditions when the Customer submits or accepts a quote.

The present Terms of Service together with the applicable rate plan, documentation, and description of services will constitute the exclusive basis of applicable contractual terms and conditions. Individual agreements made with the Customer in individual cases (including ancillary agreements, addenda, and amendments) as well as the Data Processing Agreement following Article 28 GDPR as a supplementary component of these Terms of Service take precedence over these Terms of Service. Subject to evidence to the contrary, written contracts or acknowledgments from OpenProject will be decisive for determining the contents of such agreements.

In all other respects, the special provisions governing contractual services contained in these conditions take precedence over the general ones. If differing provisions from those described here are concluded in the Data Processing Agreement the latter take precedence.

§ 3 Confidentiality

The Parties undertake to permanently treat all information about the other Party that they learn or becomes known in connection with this contract and that is marked as confidential or as constituting business and trade secrets based on other circumstances (hereinafter “Confidential Information”) as confidential and to not share it with third parties or to record or use it in any other way unless the other Party has expressly consented to its disclosure or use.

§ 4 Trial Period

The Customer is given the opportunity to test the Software in advance. The applicable trial periods and the details of the requirements and scope can be found on our website as of the time when the trial period ends.

After the end of the trial period, the Customer’s access to the OpenProject Enterprise Cloud will lapse if the Software is used as a SaaS solution.

If the Software is provided on-premises, the additional support services and premium features will no longer be updated and supported within the meaning of the service description under Section D of these Terms of Service.

If the Customer wishes to continue the contractual relationship after the end of the trial period, it must confirm that it wishes to continue to use the service under its selected rate plan by placing an order on our website in good time (A § 5). Otherwise, the contractual relationship will end automatically.

§ 5 Contractual Term and Termination of the Agreement

The fee-based contractual relationship begins (possibly after the end of the trial period) when the Customer formally submits an order via the website for the duration of the selected contractual period or accepts the offer sent by us (by concluding a contract).

The Customer can learn more details about the contractual term from the service description and the following OpenProject website: https://www.openproject.org/pricing

The contractual term is automatically extended by 12 months unless the contract is terminated with a notice period of one month of the end of the current term.

The service may be cancelled via the customer portal at the following URL: https://helpdesk.openproject.org

The rights of both Parties to terminate the Agreement without notice for cause are not affected. Cause exists when the Party terminating the Agreement cannot be reasonably expected to continue under the contractual relationship until the agreed expiry date or the end of a notice period while taking all of the circumstances of each particular case and the interests of both Parties into account.

A Party has cause in particular if the other Party files for bankruptcy or ends its business status as a going concern.

OpenProject also has cause if the Customer ceases to make payments despite a reminder and a late payment grace period or breaches the contractual provisions regarding use of the SaaS service if they are a user of OpenProject Enterprise Cloud.

In the case of a Party’s bankruptcy or the ending of its business status as a going concern, termination without notice is subject to the requirement that the other Party is warned and requested in writing to remedy the alleged grounds for the termination without notice within a reasonable period of time.

If a SaaS service is used, upon termination of the contractual relationship, OpenProject will release all of their data that is stored in the data store to the Customer. The data will be released before the end of the contract by making it available in the administrative interface of the Customer’s software. The Customer reserves the right to use the data generated via the SaaS in the on-premises versions (community or enterprise). The respective Terms of Service and rate plans will apply here.

OpenProject reserves neither a right of retention nor a statutory lessor’s lien with respect to the Customer’s data.

§ 6 Liability and Damages

OpenProject disclaims all liability if the Software is made available as part of a community rate plan, except in cases of fraudulent concealment or gross negligence. Under all other rate plans, liability is excluded for slightly negligent breaches of duty, unless there is damage to life, limb, or health or warranties or claims under the German Product Liability Act (Produkthaftungsgesetz). Furthermore, liability for the breach of obligations that are essential to the proper fulfillment of the contract and whose observance the Customer may regularly rely on remains unaffected. The same applies to breaches of duty by third parties, including in particular by vicarious agents.

OpenProject shall not be liable for the loss of data if the damage is due to the fact that the customer has culpably failed to comply with an own obligation to back up data and therefore the data cannot be restored with reasonable effort.

§ 7 Fees

All fees agreed in accordance with these contractual conditions (C § 3 or D § 7) must be paid in advance within 30 days of the conclusion of the contract for the agreed contractual term. Any agreed trial periods (A § 4) extend this deadline accordingly. Any discounts will be calculated based on the selected license period. The amount of these discounts is displayed directly in the ordering process or is calculated based on the final amount to be paid.

The fees for custom software (A § 8) are due 30 days after acceptance and proper invoicing. The time of acceptance is decisive for determining the payment deadline.

Necessary travel expenses may be invoiced separately at the request of the Customer. These expenses include the travel expenses and the travel time spent per employee. The travel time is billed at 50% of the presented hourly rate for development work. Travel time is the round-trip journey between the Customer’s location and the employee’s respective place of work.

All prices are exclusive of any applicable statutory taxes or comparable government duties.

The following payment methods are available:

  • Credit card
  • Bank transfer

§ 8 Custom Software Development

OpenProject offers features that go beyond the ones described in the service description for the selected rate plan as well as other individual additional features and services together with any needed accompanying documentation that the Customer may request as custom software development services. The Software is usually licensed as open source software under the GPL v3, but this is not always the case. We reserve the right to change the license later, provided that this does not violate the terms of any licenses that have already been granted. The development of custom software requires a separate agreement that, at a minimum, will describe the requirements/performance profile of the expanded or additional features(s) and memorialize the details concerning additional support and maintenance services for the custom software.

Custom software development services are reimbursed on an hourly basis. All work/activities required to develop the custom software from the time of assignment to acceptance may be remunerated. These include the following activities, which do not constitute an exhaustive list:

  • Advice/support for drafting a list of requirements/performance profile for the new feature or feature enhancement
  • Visualization of the new features using so-called mockups or other means
  • Development of the feature, including required tests

Evidence of the completed work is included in the respective work package.

The other provisions governing fees in A § 7 apply accordingly.

The ordered features are developed on OpenProject systems (the test environment). The Customer must provide the required test data or information about their own system environment. All required custom sofware development work is performed remotely, unless the Customer requires the work to performed on site.

The feature must be accepted by the Customer within 14 days of completion of work and notification by OpenProject that the software is ready to be accepted in the test environment. If the Customer fails to expressly accept the Software within the 14 days, it is then deemed to have been accepted unless it has significant defects at this point in time.

OpenProject will make the necessary software code (source code and machine-readable binary code) as well as all associated documentation available for download from a repository that is accessible to the Customer at the latest upon acceptance by the Customer.

The provisions on warranty for defects in section B § 5 shall apply accordingly to custom software developments.

§ 9 Right to Make Amendments

OpenProject reserves the right to amend or adapt the provisions of these Terms of Service and/or the services it is contractually obliged to provide:

  • if these must be adapted to comply with applicable law, particularly in light of legal changes, developments in case law, or if OpenProject must comply with a legal or official ruling,
  • if technical or procedural changes with no significant effects for the Customer render an amendment necessary,
  • if OpenProject offers new or additional services that must be included in the Agreement and this does not entail any disadvantages for the existing contractual relationship with the Customer, or
  • if the changes are only legally favorable for the Customer.

The Customer is notified of amendments in writing by email. This notice of changes will indicate the date on which the changes will come into effect. If the Customer does not object to the changes within six (6) weeks of receipt of the notice, the changes will be deemed to have been accepted by the Customer from this point in time onwards, unless a later date is specified in the notice. The Customer is specifically advised of its right to object and the legal consequences of not raising such an objection.

If the Customer objects to the changes, the contractual relationship ends at the time the changes come into effect. The Customer’s other rights regarding termination of the contractual relationship are not affected.

This reservation of right to amendment shall apply in the same way to amendments to the Data Processing Agreement as a binding supplement to these Terms of Service.

§ 10 Applicable Law, Place of Performance, Place of Jurisdiction

These Terms of Service are subject to German law, to the exclusion of the UN Sales of Goods Convention.

The exclusive place of jurisdiction for disputes arising from these Terms of Service is OpenProject’s registered office in Berlin, Germany. However, OpenProject also reserves the right to file lawsuit at the Customer’s place of jurisdiction. The same also applies if the Customer does not have its general place of jurisdiction in the Federal Republic of Germany. The applicable legal provisions otherwise apply with regard to local and international jurisdiction.

§ 11 Subcontractors

OpenProject may use subcontractors to fulfill individual obligations or its obligations as a whole arising from the underlying contractual relationship.

§ 12 References

OpenProject may refer to the Customer’s use of OpenProject products pursuant to a contractual relationship with OpenProject and to an appropriate and customary extent in reference lists and in its external communications. In particular, it may publish this information on its website.

§ 13 Other Provisions

If this Agreement is provided to the Customer in a different language, this is done only to aid understanding. The German version will take precedence for the purpose of resolving legal disputes.

B. Provision of Software for Operation on the Customer’s Own Systems (On-Premises)

§ 1 Subject

The provisions of this Section B govern the provision and use of the software for installation on the customer’s servers in accordance with the service description available at https://www.openproject.org/de/rechtliches/leistungsbeschreibung/ and the rate plan selected in each case (https://www.openproject.org/de/preise/). The selected rate plans vary in terms of their offered features, support class, and number of licensed users.

In addition to the features that come with a selected rate plan (with the exception of the Community plan), OpenProject offers additional features (so-called add-ins). These must be ordered separately, and they are also not included as part of the standard scope of services of the enterprise solution. Details on the scope of services and other usage requirements can be found in the service description for the respective add-in.

§ 2 Handover

The Software, including electronic documentation, is usually made available to you for download or on certain media for self-installation. If you ordered custom software, it will be installed by one of our employees.

If configuration support is not included as part of the ordered subscription, this must be ordered separately.

§ 3 Obligation to Cooperate

In order to use the software, the Customer must meet the system requirements, which can be viewed and downloaded from the software documentation available at the following URL: https://www.openproject.org/docs/installation-and-operations/system-requirements

In addition, the Customer shall provide advance notice of all changes that it makes or initiates to its IT systems, in particular changes to the hardware and network structure, planned changes in the operating system (patches, etc.), as well as changes to its web service connections. For this purpose, the Customer may use the ticket system provided by OpenProject, which can be accessed at https://helpdesk.openproject.org.

The Customer is itself financially responsible for arranging for and maintaining its system in accordance with the requirements.

The Customer is responsible for performing proper and regular data backups in accordance with the current state of the art.

The Customer shall immediately install the updates or upgrades, patches, and bug fixes provided by OpenProject in carrying out this contract. If OpenProject has taken on this duty (rate plan or additional agreement), the Customer will allow for the installation to be performed immediately. Reference is made to the additional conditions under D, including in particular under D § 5.

§ 4 Granting of Rights of Use

The source code of the Software developed by OpenProject is licensed as open source software under the GNU General Public License, Version 3 (GNU GPL-3.0). The license text of the GNU GPL-3.0 can be found here: https://www.gnu.org/licenses/gpl-3.0.html.

Additional documentation, in particular concerning GNU GPL v3, is also stored in a special file in the Software

OpenProject grants the Customer a license to use the software for an indefinite period.

The Customer can download and read the documentation in English at the following URL as often as desired: https://www.openproject.org/docs

§ 5 Warranty

OpenProject provides the Customer with the Software free of defects. An insignificant impairment of the feature is not considered a defect. The specifications contained in the service and product description do not represent any guarantees of quality within the meaning of Section 443 German Civil Code (BGB).

The Customer must immediately report defects in accordance with Section 377 German Commercial Code (HGB) and provide a description of the defect as precisely as possible.

Defects are reported using the ticket system provided by OpenProject, which can be accessed at https://helpdesk.openproject.org.

The Customer will provide suitable data of its own if this is needed to detect the defect, including in particular for purposes of reproducing or rectifying the defect.

The warranty period is one year, and it begins at the time of transfer of the Software.

Only the latest version of the Software that is released by OpenProject is covered by the warranty. If the Customer does not accept patches, bug fixes, updates, or upgrades that are made available and install them or delegate the installation to someone else, warranty coverage is excluded if the defect in question would have been remedied by said patches, bug fixes, updates, or upgrades that were not installed unless the Customer submits proof that the defect is not due to this.

OpenProject is not liable for defects resulting from independent modifications that Customer or other third parties have made to the Software or the fact that it has used the Software deliberately contrary to the product description unless the Customer submits proof that the defect was not caused by these factors.

If significant defects are not remedied by OpenProject within a period of four weeks of receipt of proper notice of defects or addressed by an appropriate interim solution, the Customer shall provide OpenProject with a reasonable grace period of at least four weeks. If this deadline expires and the defects are still not remedied, the Customer may file statutory claims.

OpenProject may request additional fees to cover its expenses if

  1. a reported error is not the result of a defect in the Software, but rather in particular attributable to changes that the Customer has made to its IT systems or its IT infrastructure, including in particular due to the installation of patches that were not provided by OpenProject, changes to the LDAP or comparable systems, or changes to the connection of its web services,
  2. a reported fault cannot be reproduced or otherwise proven to be a defect by the Customer unless the Customer could not detect with reasonable effort that there was no defect, or
  3. additional effort is incurred due to the fact that the Customer failed to properly fulfill its obligations.

§ 6 Infringements of Intellectual Property Rights

The rules under B § 5 apply analogously in the event that third parties assert claims of infringement of their intellectual property rights against the Customer due to the use of the Software, unless otherwise described below.

The Customer must inform OpenProject immediately of any claims by third parties of infringements of intellectual property rights attributable to the Software. Before acknowledging the infringement of intellectual property rights or taking comparable legal actions, the Customer must inform OpenProject and, within reason, give OpenProject the opportunity to defend itself against the allegations or to indemnify the Customer against the assignment of all rights to the third party. If the Customer stops using the Software in order to minimize damages or for other important reasons, it must notify the third party that by ceasing to use the Software, it is not acknowledging the alleged infringement of intellectual property rights. Insofar as necessary, OpenProject will indemnify the Customer for all costs in this case.

C. Provision as Software as a Service (Cloud)

§ 1 Subject

The provisions of this Section C apply to the provision of the services described in the valid rate plan and the associated service description as a SaaS solution. This includes in particular access to the OpenProject Enterprise Cloud software (hereinafter: “Cloud Software”) via the Internet.

The Cloud Software is provided by OpenProject (via an Internet-connected interface to the data center) for the agreed contractual term.

Further details regarding the services that OpenProject will provide, in particular as regards the functional scope of the software or its technical and hours of availability, data portability, or applicable service levels, can be found in the service or selected rate plan description.

OpenProject can make updated versions of the Cloud Software available. The Customer will be informed about the updated versions, and it will be notified of any via e-mail or within the Cloud Software.

The valid current service description can be accessed at the following URL: https://www.openproject.org/de/rechtliches/leistungsbeschreibung/

§ 2 Scope of Use

The Customer shall take appropriate security precautions to ensure that no unauthorized persons can gain access to the Cloud Software via the Customer’s user account during the contractual term. Intended use will be construed to include sharing content with third parties as well. In order for third parties to be allowed permanent access, they must be added as users.

Additional rights of use to the Cloud Software, including in particular the reproduction, sale, and/or rental rights thereto, are not the subject of these Terms of Service and are not granted.

OpenProject reserves the right to take reasonable technical measures to prevent non-contractual use.

§ 3 Remuneration

The Customer undertakes to pay the agreed fee for access. The relevant details can be found in A § 7 and D § 7, unless otherwise stipulated here.

OpenProject may demand additional payment in accordance with the respective current price list for required services that are necessitated by the Customer due to a breach of an obligation pursuant to § 5 or that the Customer has additionally ordered.

The currently applicable price list can be accessed at any time at the following URL: https://www.openproject.org/de/preise

§ 4 Customer Duties

In order to access and use the SaaS services, the Customer must create its own user ID and password, which must be entered each time the user wishes to access the SaaS services. The Customer must keep their password secret and not to disclose it to third parties.

The Customer shall be the responsible person and the sole owner of the processed data. OpenProject shall process data on behalf of the Customer only (see C § 8 Data Protection). Irrespective of OpenProject’s obligation to back up data (for details, see the Tariff’s description of services), the Customer is advised to use the options provided to back up data himself.

The Customer must scan their data and information for viruses or other malware before entering it and use state-of-the-art virus protection programs to do so.

The Customer shall use the Cloud Software only in accordance with the applicable law, in particular the applicable acts, court decisions, official regulations, or orders, as well as in compliance with the intellectual property rights of third parties as per these Terms of Service.

The Customer must compensate OpenProject for all damage that arises from failure to comply with the obligations laid out in C § 4 and to indemnify OpenProject against all third-party claims, including those relating to any attorney fees and court costs that are incurred in this regard, which third parties make against OpenProject as a result of failure by the Customer to comply with these obligations.

§ 5 Troubleshooting, Availability, Maintenance, and Liability for Initial Defects

Troubleshooting, availability, and maintenance details can be found in the service description (https://www.openproject.org/de/rechtliches/leistungsbeschreibung). In the event of a fault or a system-side error message/malfunction, the provided ticket system must be used to notify OpenProject.

In the event of an error message, the Customer must describe the disruption or malfunction to OpenProject as precisely and in as much detail as is reasonable, so that it can react quickly. If the error messages or malfunctions (faults) cannot be reproduced or cannot be directly attributed to the Cloud Software itself for any reason other than a significant functional impairment, but can instead be traced, for example, to changes that the Customer made to its IT infrastructure or web services, OpenProject reserves the right to request payment of its incurred expenses in accordance with the current price list valid as of the time of the error message.

Upon request, the Customer shall provide suitable data of its own if this is necessary to reproduce the fault or malfunction.

OpenProject’s strict liability as a result of defects already existing at the time of the conclusion of the contract will be excluded.

§ 6 Disabling of the Account

If unauthorized third parties gain access to the SaaS solution services using the Customer’s login details, the Customer shall be held civilly liable for any resulting fees up to the point of receipt of the Customer’s request to change its login details or notice of the loss or theft thereof in cases where the Customer is culpable for such unauthorized third-party access.

OpenProject has the right to immediately disable accounts or storage space if it has reasonable grounds to suspect that the stored data is illegal and/or the Software is being used illegally or infringes third-party rights. In particular, there are reasonable grounds for suspicion of illegal behavior and/or an infringement of rights if courts, authorities, and/or other third parties notify OpenProject accordingly. OpenProject must inform the Customer that their account has been disabled and the reason why immediately. The account will be re-enabled as soon as the Customer presents evidence refuting the reasons for disabling their account.

§ 7 Account Deletion

After termination of the contractual relationship, OpenProject shall generally delete the Customer account and the data contained therein in accordance with the Customer’s provisions (see data processing contract). If the Customer fails to specify any corresponding provisions by the end of the contractual term, OpenProject will request the Customer to back up their data on their own systems within 21 days. The data will be made available in a commonly used data format. In any case, a request will be sent by email to the address stored in the customer account. The Customer is responsible for the correctness of the communication data stored in its customer account and ensuring that it can access it, including the specified email address. After the specified deadline expires without a response from the Customer, their user account, including all associated data, will be permanently deleted, unless there are conflicts with statutory retention requirements that take precedence over this Contract.

§ 8 Data Protection

To the extent that OpenProject can access the Customer’s personal data, it shall act exclusively as a data processor on behalf of the Customer. The Customer shall be the sole arbiter of whether data processing is permissible.

Insofar as OpenProject has access to personal data of the Customer, it shall act exclusively as a data processor for the Customer. The question of the permissibility of the data processing is the sole responsibility of the Customer.

The data processing agreement (DPA) required under Article 28 GDPR is a supplementary part of these Terms of Service, which is hereby incorporated into the Terms of Service in a binding manner. The DPA is available at the following URL: https://www.openproject.org/legal/data-processing-agreement/.

The DPA is supplemented by the Annex with the Technical and Organisational Measures for the protection of data security and data protection law and the overview of the Sub-processors included in the provision of services.

If a Customer falls within the scope of the Church Act on Data Protection of the Evangelical Church in Germany (DSG-EKD), OpenProject submits to the Church’s data protection supervision pursuant to Section 30 (5) sentence 3 DSG-EKD. The submission extends to the tasks and powers of the ecclesiastical data protection supervision according to §§ 43, 44 DSG-EKD.

If a Client falls within the scope of the Church Data Protection Act (KDG) of the Catholic dioceses and if the Client has concerns about the formal requirement in Section 29 (9) sentence 2 KDG, it should approach OpenProject for an execution of the DPA in accordance with the criteria of Sections 126 et seq. BGB (German Civil Code).

D. Support and Maintenance Services

§ 1 Subject

Section D regulates support and maintenance services as well as the guaranteed response times and the provided communication channels when the software is provided (on-premises) or made accessible (as SaaS) under the selected rate plans and is limited to the range of functions (features) specified in these rate plans. Details about the scope of the individual services are summarized in the service description. The specific services to be provided by OpenProject depend on the contractually agreed support class (Basic, Professional, Premium, or Corporate). The service description can be accessed at the following URL: https://www.openproject.org/de/rechtliches/leistungsbeschreibung/

Support and maintenance services for custom software (A § 8) are governed by the following provisions unless otherwise agreed at the time when these services were ordered.

§ 2 Support Services

The Customer may utilize the support services by sending a corresponding message to OpenProject via the provided communication channels (ticket system, etc.). The message must describe the support case in enough detail to explain the cause, type, and effects.

At the request of OpenProject, the Customer will name a contact person who is sufficiently qualified and authorized to answer questions or initiate necessary measures to handle all support requests, or it will name a such a contact person for each specific request.

The support service will only remedy a fault or malfunction if it lies in the Software itself that has been provided or made accessible by OpenProject within the framework of the selected rate plan, and the contractually guaranteed system requirements and other obligations of the Customer to cooperate are satisfied.

If a support request necessitates a support service to rectify a malfunction or fault outside of the warranty or after the warranty has expired and the causes of the malfunction or fault cannot be eliminated with reasonable effort, OpenProject will provide the solution in the form of a workaround. (This is a solution that ensures the contractually guaranteed features even if it is does not eliminate the cause of the problem.)

The response times specified in the service description apply provided that the Customer fulfills all of its obligations to cooperate as required for the specific support request. If the fulfillment of the support request depends on an action by the Customer or if it culpably fails to fulfill its obligations to cooperate, the response time is extended by the period need to carry it out, provided that this remains necessary.

If it turns out that the Customer causes malfunctions or faults as a result of the incorrect use of the software or hindering of its operation, or it is otherwise responsible for said malfunctions or faults because they are not factors that can be remedied by way of the support service, the Customer shall be held responsible for the consequences arising from these circumstances. OpenProject may charge a separate fee for all expenses associated with such a support request, including in particular for the time required for the determination of the cause in accordance with the hourly rate shown in the price list available at https://www.openproject.org/de/preise (plus statutory VAT).

The support services do not include services other than those specified in the service description.

§ 3 Maintenance Services

Maintenance services include the provision of new software versions, such as updates, patches, bug fixes, and/or, if applicable, upgrades to the enterprise software that are released during the contractual period. OpenProject will generally inform the Customer of new software versions by email.

Installation of the new software versions is the responsibility of the Customer if the Software is provided on-premises. OpenProject will provide corresponding instructions by email or as documentation on the website.

If no separate contractual agreements have been made, there is no right to further custom software development services.

§ 4 Support and Maintenance Services for Individual Feature Enhancements

Additional support and maintenance services, in particular for individual feature enhancements, can be approved by separate agreement. Additional details, such as costs, service description, and granting of rights of use, are subject to this additional agreement.

§ 5 Cooperation

The Customer must immediately deploy or install new software versions (see D § 3). If the Customer fails to install the latest software in a timely fashion, it can lead to the loss of warranty rights.

All support and maintenance services are generally provided remotely. It is therefore necessary for the Customer to allow OpenProject or its subcontractors remote access via SSH, web, or terminal server at the service time specified in the service description (see D § 1). The decision about whether to grant such access is at the discretion of the Customer. If remote access is not enabled, and where this is necessary and reasonable for OpenProject to request to provide the services, OpenProject is not obliged to provide the service.

System and software analysis by OpenProject is required to provide certain support services. The Customer shall provide access for analysis purposes to the extent necessary and provide special test environments. OpenProject will provide the requirements in each concrete case. The Customer shall support OpenProject to an appropriate and reasonable extent.

§ 6 Warranty and Infringement of the Intellectual Property Rights of Third Parties

OpenProject warrants that the services provided as part of the support and maintenance service are free from defects that nullify or reduce the value and suitability under the agreed scope of services. Insignificant deviations will not be considered violations of this clause.

If defects arise during contractual use, the Customer must give OpenProject the opportunity to rectify them within a reasonable period of time. The Customer must notify OpenProject of the defects immediately in a comprehensible form and specify information that is useful for rectifying these defects, usually via the provided ticket system. The Customer shall help OpenProject in troubleshooting the problem as far as can be reasonably expected. OpenProject does not provide any warranty for defects that cannot be reproduced for OpenProject. Any expenses incurred in this connection must be paid for separately.

If, despite repeated efforts, OpenProject does not succeed in remedying the defect or in developing a workaround so that the Software can be used in accordance with the product description, the Customer may, in accordance with the statutory provisions, demand a reduction in the agreed fee, withdraw from the contract, or to file claim for damages.

§ 7 Fees

The Customer undertakes to pay the agreed fee based on the selected rate plan for the selected usage period and number of users that it has specified in accordance with the additional conditions described under A § 7.

The fees for support and maintenance services for custom software (A § 8) must be paid separately, and in case of doubt in accordance with the hourly rate specified in the price list applicable at the time of the order.

If during the term of the contract, the Customer realizes that it has requested a license for an insufficient number of users, it may pay a fee for these additional users.

OpenProject may charge an additional fee in accordance with the respective current price list for services that the Customer utilizes because it exceeded the number of users that it originally licensed or for some other reason that it is responsible for.

The Customer must submit any objections to the charge for the services provided by OpenProject in writing to the agency stated on the invoice within six weeks of receipt of the invoice. Once this period has lapsed, the invoice will be deemed to have been accepted by the Customer. OpenProject shall make specific reference to the importance of acting in good faith in the invoice that it sends to the Customer.