General Terms and Conditions.

For the provision of the VINORUM software as a service. As at August 2026.

This is a translation of the German original. The contract is governed by German law (Clause 14), and in case of any discrepancy the German version prevails.

Clause 1 Scope and definitions

1. These terms apply to all contracts for the use of VINORUM between SISpro-connect GmbH & Co. KG, Waldleite 21, 97295 Waldbrunn, Germany (the “Provider”) and the customer.
2. The Provider addresses its offering exclusively to entrepreneurs within the meaning of section 14 of the German Civil Code (Bürgerliches Gesetzbuch, BGB), to legal persons under public law and to special funds under public law. No contract is concluded with consumers.
3. Terms of the Customer that differ from these do not become part of the contract, even if the Provider does not expressly object to them.
4. VINORUM is software developed and operated by the Provider for running a wine estate. It is made available to the Customer for use over the internet; no transfer of title to the software takes place.
5. Tier means the scope of services measured by the size of the business (VINORUM S, M, L or Enterprise). Setup means the one-off configuration of access including the letterhead as set up (Clause 4). Data migration and training are services to be ordered separately and are not part of the Setup.

Clause 2 Formation of contract

1. The presentation of the tiers on the Provider’s website is not a binding offer but an invitation to submit an offer.
2. The contract is concluded when the Provider confirms the Customer’s offer in text form or begins to perform.
3. The classification of the business follows the criteria set out in Clause 3(3) and is established jointly before the contract is concluded.

Clause 3 Scope of services

1. The Provider makes VINORUM available to the Customer over the internet for the term of the contract and operates the infrastructure required for this.
2. All functional areas are included in every tier. There is no area that has to be purchased separately. Included in particular are: vineyard management and plant protection product records, the cellar book, statutory declarations, order processing and invoicing including electronic invoicing, a web shop under the Customer’s own address, booking management, analyses and the VINI assistant.
3. The tier is measured by vineyard area, the number of people working with VINORUM, the number of holiday flats or guest rooms and the number of business premises. The maximum principle applies: the highest class reached determines the tier. Bulk wine only lowers the area class by one tier.
4. The number of accounts within a tier is not limited; there is no charge per user. Nor are transactions, revenues or events counted.
5. One fiscalised point of sale with a TSE (the certified security module German law requires in every point of sale) and DSFinV-K export (the export format German tax auditors expect) is included. Each further point of sale is charged separately according to the price list applicable at the time.
6. The web shop is included in the fee. The Provider charges no commission on the Customer’s revenues and is at no point in the payment flow; the payment account is held by the Customer.
7. The Provider develops VINORUM on an ongoing basis. Changes are permitted provided they do not materially restrict the contractually owed scope of services and are reasonable for the Customer. Material restrictions entitle the Customer to terminate for cause.
8. Procurement and operation of the Customer’s own devices and its internet connection are not owed.

Clause 4 Setup, data migration and training

1. The Setup comprises configuring the Customer’s business in VINORUM, providing the accounts and setting up the letterhead: company name, address, logo, tax and register numbers and bank details on the document templates for quotation, order confirmation, delivery note and invoice. The Customer receives one round of corrections.
2. The fee for the Setup is €800 and is charged once. It is independent of the agreed tier and falls due for payment when the accounts are provided. For the Enterprise tier it is agreed separately.
3. Not included in the Setup are, in particular, the migration of data from a previous system, the training of people, the creation of master data and the setting up of parcels, vessels, articles and prices. The Customer may order these services or perform them itself; this has no effect on the contractually owed scope of services under Clause 3.
4. Data migration is charged at fixed prices which depend on the program the data comes from. The Provider makes the price list applicable at the time of the order available to the Customer on request in text form. The Provider surveys the existing data beforehand and gives the Customer a quotation in text form; the order is likewise placed in text form. Without such a quotation no fee arises.
5. The Customer decides which data is migrated. It cooperates in a migration it has ordered, in particular by making the data available and by checking the result. The Provider submits the result for acceptance; defects are to be notified in text form without undue delay. The Customer’s previous system remains untouched.
6. Training is a service; no particular learning outcome is owed. It is charged at €30 for each 15 minutes started and takes place by arrangement, by telephone or screen sharing. On-site appointments are agreed separately; travel time and travel costs are then payable in addition. If the Customer cancels an agreed appointment later than 24 hours beforehand, the Provider may charge for the time set aside; the Customer remains free to prove that the Provider suffered no loss or a substantially smaller one.
7. Training is to be distinguished from the support under Clause 7(4): the Provider answers questions about operating the software and reports of faults during ongoing use on working days at no separate charge. Only training agreed in advance is chargeable.
8. The Customer determines when live operation begins.

Clause 5 Fees and payment

1. The monthly fee follows the agreed tier according to the price list applicable when the contract is concluded. All prices under this contract — the monthly fee as well as the one-off fees under Clause 4 — are exclusive of statutory value added tax.
2. The fee is payable monthly in advance. Where annual payment is agreed, the Provider charges eleven monthly fees instead of twelve.
3. Payment is made by direct debit or, at the Customer’s request, by bank transfer. Costs incurred by the Provider through a returned direct debit for which the Customer is responsible are borne by the Customer.
4. The Provider may change the fees with effect from the beginning of a new billing period. It notifies the Customer at least six weeks beforehand in text form. In this case the Customer may terminate the contract for cause, with effect from the date the change takes effect, up until that date; the Provider points this out in the notification.
5. If the Customer is in default with an amount equal to two monthly fees, the Provider may suspend access after prior notice in text form and after setting a reasonable deadline. The claim to the fee continues during the suspension. Access to the Customer’s data under Clause 9 is unaffected by a suspension.

Clause 6 Term and termination

This provision matches word for word what the Provider promises on its website.

Clause 7 Availability, maintenance and support

1. The Provider owes availability of 99 % on annual average, measured at the handover point from the data centre to the internet.
2. Planned maintenance which the Provider announces at least 48 hours in advance and carries out between 2 and 6 a.m. where possible, and faults for which the Provider is not responsible, do not count as downtime.
3. VINORUM is designed so that essential functions can continue to be used even without an internet connection. Synchronisation takes place as soon as a connection exists again.
4. The Provider supports the Customer on working days by email and telephone. It deals with fault reports without undue delay within the scope of what is technically and operationally possible.
5. The Customer reports apparent faults in text form without undue delay.

Clause 8 Customer obligations

1. The Customer keeps its access credentials secret and does not pass them on to third parties. It sets up a separate account for every person working with VINORUM; shared accounts compromise the traceability of the records.
2. The Customer is responsible for the content and data it enters, in particular for the accuracy of its records and declarations. The Provider supplies the technical means; responsibility for the content of declarations to authorities remains with the Customer.
3. The Customer ensures that the content it enters does not infringe the rights of third parties and does not breach statutory provisions.
4. The Customer indemnifies the Provider against claims by third parties based on a breach of paragraphs 2 and 3 for which the Customer is responsible, including reasonable costs of legal defence.
5. The Provider is not obliged to monitor the Customer’s content.

Clause 9 Customer data, export and deletion

1. The data recorded in VINORUM belongs to the Customer. The Provider acquires no rights to it beyond what is necessary to perform the contract.
2. The Customer may export its data at any time during the term of the contract in a common, machine-readable format. The export is included in the fee.
3. After the contract ends the Provider makes a complete data export available for retrieval for a period of 60 days. At the Customer’s request the Provider extends this period reasonably where the Customer’s statutory retention obligations require it.
4. After the period under paragraph 3 has expired the Provider deletes the Customer’s data unless statutory retention obligations prevent this. It confirms the deletion in text form on request.
5. The Provider backs up the data regularly. The backups serve to restore data in the event of a fault and do not replace the Customer’s own data backup where the Customer is subject to statutory retention obligations.
6. The data is processed and stored exclusively in data centres within the Federal Republic of Germany.

Clause 10 Rights of use

1. The Provider grants the Customer, for the term of the contract, the non-exclusive, non-transferable right to use VINORUM to the agreed extent for its own business purposes.
2. The Customer may not make VINORUM available to third parties for use, may not rent it out and may not grant sublicences. Use by the Customer’s employees and by its service providers acting on its behalf remains permitted.
3. The Customer does not modify, decompile or reproduce the software unless this is mandatorily permitted by law.

Clause 11 Liability

1. The Provider is liable without limitation for intent and gross negligence, for injury to life, body or health, under the German Product Liability Act (Produkthaftungsgesetz) and to the extent of any guarantee given.
2. In the case of simple negligence the Provider is liable only for breach of a material contractual obligation — that is, an obligation whose fulfilment makes the proper performance of the contract possible in the first place and on whose observance the Customer may regularly rely. In that case liability is limited to the foreseeable damage typical of this type of contract at the time the contract was concluded.
3. Liability is otherwise excluded.
4. Liability for loss of data is limited to the effort that would have been necessary to restore it had data been backed up properly and regularly.
5. The above limitations also apply for the benefit of the Provider’s legal representatives and vicarious agents.

Clause 12 Data protection and processing on behalf of the Customer

1. Where the Provider processes personal data on behalf of the Customer in the course of performing the contract — in particular the wine estate’s customer, guest and employee data — this takes place as processing on behalf of a controller under Article 28 GDPR. The Customer remains the controller.
2. The details are governed by Annex 1, which forms part of this contract.
3. The Provider’s privacy policy applies to the processing of personal data on the Provider’s website.

Clause 13 Amendment of these terms

1. The Provider may amend these terms where this is necessary to adapt them to a changed legal position, to supreme court case law or to changed technical circumstances, and where this does not unreasonably disadvantage the Customer.
2. It notifies the amendment at least six weeks before it takes effect in text form and points out the right to object and its consequences.
3. If the Customer does not object within six weeks of receiving the notification, the amendment is deemed accepted. If the Customer objects, either party may terminate the contract with effect from the date the amendment takes effect.

Clause 14 Final provisions

1. The law of the Federal Republic of Germany applies, to the exclusion of the UN Convention on Contracts for the International Sale of Goods.
2. The place of performance and the exclusive place of jurisdiction is Würzburg, provided the Customer is a merchant, a legal person under public law or a special fund under public law.
3. Side agreements require text form. This also applies to any waiver of this text form requirement.
4. Should any provision of these terms be or become invalid, the validity of the remaining provisions remains unaffected.

Annex 1 — Data processing agreement

under Article 28 GDPR between the Customer as controller and SISpro-connect GmbH & Co. KG as processor.

1. Subject matter, duration and instructions

The subject matter is the processing of personal data in the course of providing VINORUM. The duration corresponds to the term of the main contract. The processor processes the data exclusively on documented instructions from the controller. If it considers an instruction unlawful, it says so without undue delay.

2. Nature, purpose, categories of data, data subjects

Nature and purpose: storage, administration, analysis and transmission of business data for the purpose of running the wine estate.
Categories of data: master data, contact data, contract and order data, payment data, booking and stay data, communication data, access and log data.
Data subjects: customers and prospective customers of the controller, guests, suppliers, employees and other contacts.

3. Technical and organisational measures

The processor takes the measures required under Article 32 GDPR, in particular control of physical access, system access and data access, encryption of transmission, separate processing of the data of different controllers, role-based permissions, logging of access, regular data backup and a procedure for regularly reviewing and evaluating effectiveness. The measures are documented and made available in their current version on request.

4. Confidentiality

The processor obliges the persons involved in the processing to maintain confidentiality and ensures that they are informed about the applicable data protection provisions.

5. Further processors

The controller gives general authorisation for further processors to be engaged. The processor gives notice of intended changes at least four weeks beforehand in text form; the controller may object within that period. Where there is a legitimate objection, either party may terminate the main contract with effect from the date of the intended change. The processor places further processors under the same obligations.

6. Support for the controller

The processor supports the controller with suitable measures in fulfilling data subject rights (Articles 12 to 23 GDPR) and in data protection impact assessments and prior consultation (Articles 32 to 36 GDPR). It forwards requests from data subjects received by it without undue delay and does not answer them itself.

7. Notification of breaches

The processor notifies the controller of any personal data breach without undue delay after becoming aware of it, so that the controller can meet its deadlines under Article 33 GDPR.

8. Place of processing

Processing takes place exclusively in the Federal Republic of Germany. No transfer to a third country takes place without the controller’s prior instruction and without the conditions of Chapter V GDPR being met.

9. Evidence and audits

The processor demonstrates compliance with its obligations on request. The controller may carry out audits after reasonable prior notice during normal business hours, itself or through an auditor bound to confidentiality; business operations may not be unreasonably impaired in the process.

10. Deletion and return

After the main contract ends the processor returns or deletes the data at the controller’s choice, in accordance with Clause 9 of the General Terms and Conditions. Statutory retention obligations remain unaffected; for their duration the processing is limited to storage.