Agreement on participation in the electronic Information and order system PBSeasy® / enchase

 

PRELIMINARY REMARK

PBS Network operates an electronic information and order system ("PBSeasy® / enchase") that allows the exchange of electronic data between suppliers and dealers or other customers.

Brand manufacturers can make available electronically via PBSeasy® / enchase the article data of the goods they sell ("Affiliated Manufacturers"). PBS Network also allows wholesalers to participate in the scheme as a supplier ("affiliated wholesalers"). Furthermore, cooperatives of the specialist retail trade can participate in the system as suppliers ("affiliated cooperatives"). PBS Network bundles this data from affiliated manufacturers, wholesalers or cooperatives (together "Affiliated Suppliers") on suitable data carriers and makes these data carriers as well as supplementary data and updates available to the customers of the Affiliated Suppliers ("Affiliated Distributors") via remote data transmission.

The individual affiliated suppliers may conclude separate framework agreements with the individual affiliated dealers for the transmission of messages by remote data transmission. PBS Network is not a party to the contractual relationships concluded between suppliers and distributors. The subject of this contract is only the participation of an affiliated supplier in the system.

Having said this, the contracting parties agree:

        §1
        Subject of the contract, scope of application

1. 1. The subject matter of this Agreement is the Supplier’s participation in PBSeasy® / enchase.
   2. PBS Network is not involved in any contractual relationship between the affiliated dealers and the supplier, either as a party or as a representative. All contractual relationships between the supplier and the affiliated dealer are initiated, concluded and fulfilled between them.
   3. Deviating, conflicting or supplementary general terms and conditions of the Supplier shall not become part of the contract, even if PBS Network is aware of them, unless their validity is expressly agreed to in writing.
   4. This contract applies to all services commissioned by the supplier and the countries agreed between the contracting parties. During the term of the contract, the supplier is entitled to extend or change the scope of the services and also the countries in which it intends to use the services.
   §2
   Contract components, order of precedence, conclusion of contract
   1. The following documents or agreements are part of the contract:
      1. This Supplier Agreement, including Appendices 1, 2, and 3;
   2. This supplier agreement forms an integral part of any supplementary individual order or additional agreement. The provisions of this contract shall also apply mutatis mutandis to the services to be provided under the individual orders, unless the respective individual contract expressly provides for a deviating provision specifying the provision of the supplier contract from which deviation is to be made. In the event of any conflict between this Agreement and an Individual Order or the Supplementary Agreement, the provisions of this Supplier Agreement shall prevail in the absence of such an express provision to the contrary.
   3. The Supplier is entitled to purchase additional services from PBS Network through individual orders. By ordering the services, the Supplier submits an offer to PBS Network to purchase the services under the terms and conditions agreed upon in this Supplier Agreement and its annexes. PBS Network shall accept the offer for the respective service upon the Supplier’s signature of the offer and the activation of the respective service.
   4. If no conditions are yet contained in this supplier contract or its annexes for the ordered services, the parties shall conclude an additional agreement in this regard. In this respect, PBS Network submits to the Supplier the conclusion of a corresponding supplementary agreement at the time of the order for the respective services. The submission of the offer and acceptance of the supplementary agreement can be made in text form (e.g. via an electronic order mask). With the conclusion of the supplementary agreement, it becomes part of this supplier contract.
   
   §3
   Services of PBS Network
   1. PBS Network's services are divided into basic services and optional additional services. The basic service that is always included is the provision of the B2B platform PBSeasy® / enchase for the storage, management and exchange of article data and order data between suppliers and retailers, both within the paper office supplies stationery industry (hereinafter referred to as the "stationery industry") and across industries.
      In addition, PBS Network offers a variety of additional modules and services to choose from. This includes in particular the following PBSeasy® / enchase products:
      

      Data	Storage and distribution of article data to the respective customers of the suppliers
      Marketplace	Provision of the PBSeasy® / enchase Shop to process orders
      EDI	Electronic exchange of orders and follow-up documents
      Mobile	Provision of an app for location-independent order entry and the presentation of products

       

      The services are described in more detail in Appendix 1 – Service description.
      Unless otherwise specified in the offer, the following prices apply per year.
      
   2. Upon conclusion of this contract, the supplier shall order the services described in more detail in the offer.
   
   §4
   Support
   1. PBS Network shall provide troubleshooting and assistance in the event of problems with the use of PBSeasy® / enchase ("Support") for the services of PBSeasy® / enchase used by the Supplier. As part of the support, PBS Network will handle faults that occur during the contractual use of PBSeasy® / enchase by the supplier:
      1. The support team takes care of the fault localisation, fault limitation and specification of the fault pattern and provides services for fault elimination (workaround or definitive solution).
      2. The support includes preventive and corrective maintenance services (e.g. patches, updates), in-depth problem analyses, including the preservation of functionality across operating system updates.
      3. The support also includes informing and training the supplier about new functionalities.
   
   §5
   Service-Level-Agreement
   1. PBS Network shall ensure compliance with the service levels agreed in Appendix 2 (Service Levels), including the response and recovery times agreed therein, irrespective of the other agreed requirements for the services.
   2. Insofar as no service levels have been agreed for certain services, PBS Network will at all times ensure at least the quality that can be expected from a professional IT service provider in connection with the services in question. In such a case, at the request of the Supplier, the contracting parties will negotiate in good faith to agree on further service levels.
   3. The service levels represent a qualitative definition of the services and do not limit PBS Network's obligation to provide services continuously. The Provider shall be liable for culpable breaches of duty in the context of the provision of services, regardless of whether the Service Levels have been reached.
   
   §6
   Obligations to cooperate
   
   1. The prerequisite for the proper provision of services by PBS Network and participation in PBSeasy® / enchase is the fulfilment and maintenance of the following obligations of cooperation of the supplier during the term of the contract:
   1. Designation of a PBSeasy® / enchase contact person as the contact person for the PBS Network and the affiliated dealers. Ensuring a substitution arrangement for this contact person in the event of absence.
   2. Depending on the subject matter of the contract in accordance with Appendix 1, the Supplier is obliged to create and regularly maintain any necessary implementation table in the PBS Network format.
      If the Supplier is unable to create and/or maintain this table on a regular basis, PBS Network cannot guarantee error-free processing of the messages in the Supplier's or the Major Customer's systems. In this case, PBS will be released from its obligation to provide services and will not be liable for incorrect processing. Any troubleshooting costs at the respective major customer or supplier will be borne by the supplier.
   3. Supplier shall, at its own expense, establish the data connection between its IT infrastructure and the data transfer point defined by PBS Network.
      The operation and maintenance of these technical requirements is the sole responsibility of the supplier. PBS Network is entitled to redefine the data transfer point at any time if this is necessary to enable a smooth use of the services by the supplier.  
   2. If PBS Network is unable to provide these services itself, it is entitled to notify the supplier of a blocking with a reasonable grace period of at least 30 days. If the obligations to cooperate are not fulfilled even after this grace period, PBS Network may block the Supplier from participating in the system as a whole or in individual functions of the system until the required services have been provided by the supplier. This applies in particular to the complete and timely provision of article data and prices and the processing of reported quality defects.
   
   §7
   Remuneration, payment terms
   1. Remuneration for the services shall be based on the prices stated in the offer or in the supplementary agreement concluded for the respective service. Depending on the nature and scope of the service, the Supplier is obligated to pay a flat, one-time fee (“one-time costs”), a recurring fee (“recurring costs”) for recurring services or license fees, or remuneration based on the amount of work involved.
   2. Invoicing for the implementation takes place after completion of the implementation and, in the case of the existing interfaces, after the contract has been signed. From this point on, the recurring fees, and potential additional expenditures that have been agreed upfront,will also be charged.
   3. Billing can also be done electronically by sending the invoice by e-mail.
   4. The invoice amount is due for payment within 30 days upon receipt of the relevant invoice. The Supplier shall be in default if the payment of an undisputed invoice is not received within 30 days of the due date. PBS Network is entitled to charge default interest in the amount of 1% per month until such payment is made. The assertion of further damages is not excluded.
   5. Objections to the amount of the invoice can only be raised in writing with PBS Network within six weeks of receipt.
   6. Contract passage on the assumption of the costs for financial and service service providers:
      1. Assumption of costs for financial service providers: The Client undertakes to bear all costs and fees arising from the use of a financial and service provider commissioned by the Client and specified by PBS Network GmbH for processing. These costs will be paid by PBS Network GmbH on behalf and invoiced to the client.
      2. Forwarding of costs: PBS Network GmbH is entitled to pass on the costs incurred by the financial and service provider commissioned by the client to the client.
      3. Expense allowance: PBS Network GmbH charges an appropriate expense allowance for the administrative processing and forwarding of the costs of the financial and service provider. This expense allowance amounts to 15% of the calculated costs and is also shown in the invoices of PBS Network GmbH to the client.
      4. Terms of payment: Payments for the costs of the financial service provider as well as the expense allowance are to be made within the deadlines specified in the contract with PBS Network GmbH.
      5. Liability: The Client shall indemnify PBS Network GmbH against all claims of the financial service provider that may arise in connection with the transferred costs and their payment.
      6. Changes and additions: Changes and additions to this clause of the contract must be made in writing and with the express consent of both contracting parties.
      7. Severability: Should any provision of this clause of the contract be or become invalid, the validity of the remaining provisions shall remain unaffected. The invalid provision shall be replaced by an effective provision that comes as close as possible to the economic purpose of the invalid provision.
   
   §8
   Term, Termination, Consequences of Termination

1. This contract comes into force upon signature by both contracting parties. It can be terminated with a notice period of twelve months at the end of each calendar year.
2. The right to terminate for good cause remains unaffected. This is the case for either party in particular if
   1. the other party becomes insolvent,
   2. the other party falls into financial decline (in particular if insolvency proceedings are opened against his assets or the opening of proceedings is rejected for lack of assets) or his company is liquidated or he otherwise ceases the business activity relevant to the performance of the contract,
   3. the other party fails to fulfil a contractual obligation (including one regulated in the annexes to this contract) or assumed in the execution of this contract within 30 days despite a warning or does not cease to conduct in breach of the contract within this period, or
   4. other party repeatedly fails to comply with its obligations to cooperate and the non-breaching party can therefore no longer reasonably be expected to maintain the contractual relationship.
3. The termination must be made in writing in any case.
   
   §9.
   Blocking of access

1. PBS Network may, at its sole discretion, temporarily or permanently block the access of the supplier PBSeasy® / enchase in whole or in part if there are concrete indications that the supplier violates or has violated applicable law in the use of PBS Network's services. When deciding on a blocking, the legitimate interests of the supplier are duly taken into account. PBS Network is entitled to block the supplier, in particular in the event of violations in accordance with § 6 of the contract.
   If the supplier repeatedly violates this contract despite notice, PBS Network has the right to extraordinary termination. 
2. In the event of temporary or permanent blocking, the supplier's access authorisation will be blocked and the supplier will be notified of this by e-mail.
3. In the event of a temporary blocking, the access authorization will be reactivated after the blocking period has expired or the reason for blocking has finally ceased to exist and the supplier will be notified of this by e-mail. Suppliers whose contracts have been extraordinarily terminated for the reasons specified in paragraph 1 shall be permanently excluded from participating in PBSeasy® / enchase.
   
    §10.
   Warranty

1. If the services to be provided by PBS Network under this contract are defective, PBS Network shall, unless expressly agreed otherwise, remedy defects within a reasonable period of time and after receipt of a notice of defect at its discretion or re-perform the service.
2. If, for reasons for which PBS Network is responsible, the defect-free performance fails even within a reasonable period of time set by the Supplier, the Supplier may, at its sole discretion, reduce the agreed monthly remuneration on a pro rata basis for the period in which PBSeasy® / enchase was not available to the Supplier, or terminate this Agreement., without regard to any other remedies available to the Supplier.
3. Either party is exempt from its obligation to perform in cases of force majeure. Cases of force majeure are those events for whose effects on the performance of the contract are not attributable to any party. These events include, in particular, industrial action, official measures, failure of communication networks and network nodes of other operators, disruptions in the area of line providers, other technical disruptions, even if these circumstances occur in the area of subcontractors, subcontractors or their subcontractors or at operators of subnode computers authorised by the provider. 
   
   §11
   Liability

1. In the event of intent or gross negligence, the contracting parties shall be liable to each other without limitation for all damages caused by them and their legal representatives or vicarious agents.
2. In the event of slight negligence, the contracting parties shall be liable without limitation in the event of injury to life, limb or health. In all other respects, a contractual partner shall only be liable to the extent that he has violated a material contractual obligation. In these cases, liability is limited to compensation for the foreseeable, typically occurring damage. Liability under the Product Liability Act or in the event of the provision of a guarantee remains unaffected.
3. Either party’s liability for indirect and consequential damages, e.g. loss of profit, is always excluded in the event of slightly negligent conduct. Any strict liability of PBS Network for damages for defects existing at the time of conclusion of the contract (§ 536a BGB) is excluded; Paragraphs 1 and 2 shall remain unaffected.
4. In the event of data loss, PBS Network shall only be liable for the damage that would have occurred even if the data had been properly backed up by the supplier. PBS Network assumes no responsibility for content created by the supplier. PBS Network has no obligation to check the legality of the content delivered.
5. If a third party asserts an infringement of rights by the data or content provided by the Supplier, the Supplier shall indemnify PBS Network on first request against all claims, fees, fines and other costs resulting therefrom and shall bear all expenses of PBS Network resulting therefrom. This also includes the costs of legal defence.
   
    §12
   Confidentiality, Data Protection 

1. The contracting parties undertake to keep secret all business and trade secrets or other confidential information that they receive or become aware of from the other contracting party during the performance of the contract. The information and documents may not be made available to third parties who are not involved in the execution of the contract. The contracting parties shall store and secure the contractual objects in such a way that misuse by third parties is excluded.
2. The duty of confidentiality does not cover information and documents that are publicly known and accessible at the time of disclosure or were already known to the receiving contractual partner at the time of disclosure or were later legitimately made available to it by third parties.
3. Both parties to the contract will comply with the applicable data protection provisions of the General Data Protection Regulation (GDPR) and the Federal Data Protection Act (BDSG), in particular those applicable in Germany, and will oblige their employees deployed in connection with the contract to maintain data secrecy, insofar as they are not already generally obliged to do so.
4. In the event of the collection, processing or use of personal data of the supplier by PBS Network, the contractual partners shall also conclude an agreement on commissioned data processing in accordance with Art. 28 GDPR. The customer must immediately inform the provider in writing of this requirement.
   
    §13.
   Price changes, indexation, and changes in performance and terms of use

1. The fees agreed between the parties are generally valid for the respective contract period. Adjustments to the remuneration shall be made exclusively in accordance with the following provisions of Section 13.
3. PBS Network is entitled to adjust the contractually agreed fees once a year on January 1 of a calendar year to the general cost development. The consumer price index (CPI) for Germany published by the Federal Statistical Office (base year 2020 = 100) or a successor index to replace it is decisive.
4. The price adjustment is made according to the percentage change in the index level compared to the index level of the previous year at the time of the last adjustment. The annual price adjustment is limited to a maximum of five percent (5%) per calendar year.
5. Irrespective of the index adjustment pursuant to paragraph 2, PBS Network shall be entitled to make a further price adjustment if essential cost components of the provision of services (in particular hosting, infrastructure, energy, software licence or personnel costs) increase exceptionally and sustainably and the economic provision of services is significantly impaired as a result. PBS Network will present the underlying cost increases to the supplier in a comprehensible manner
6. In the event of a price adjustment pursuant to paragraph 4, the Supplier shall be entitled to terminate the Agreement with a notice period of six (6) months to the end of the month. The right of termination must be exercised within six (6) weeks of receipt of the notification of the price adjustment.
7. Price adjustments pursuant to paragraphs 2 or 4 shall be notified to Supplier in writing or in text form at least eight (8) weeks prior to their entry into force.
8. PBS Network is entitled to change individual services from this contract or its terms of use, provided that the respective change is reasonable for the supplier and does not significantly impair the contractually agreed scope of services. Such changes shall be notified to Supplier in writing or in text form at least three (3) months prior to their intended entry into force. The Supplier shall be entitled to object to the change within four (4) weeks of receipt of the notification. If no objection is made in time, the change is deemed to have been approved.
   If the Supplier objects to the change, PBS Network shall be entitled to terminate the affected Service or, alternatively, the Agreement in its entirety with six (6) months' notice to the end of the month. PBS Network will expressly refer to the right of objection and the possibility of termination in the notification of changes.
   Price adjustments are only permissible in accordance with subsections 1 to 6 of this Section 13 and are not subject to changes to the terms of service or terms of use within the meaning of subsection.
   
    §14
   Final Provisions

1. Changes, additions and other additions to this contract must be made in writing in order to be effective. This also applies to the amendment of this clause. There are no oral ancillary agreements.
2. This contract is subject to the laws of the Federal Republic of Germany to the exclusion of the UN Convention on Contracts for the International Sale of Goods.
3. The language of the contract is English. Any translations or multilingual versions are for information purposes only, the English version is always decisive for interpretation.
4. The assignment of claims is only permissible with the prior written consent of the other contractual partner. Consent may not be unreasonably withheld. The provision of § 354a HGB remains unaffected by this. A right of retention can only be asserted on the basis of counterclaims arising from the respective contractual relationship.
   The contracting parties can only offset claims that have been legally established or are undisputed. 
5. If the supplier is a merchant within the meaning of the German Commercial Code (HGB), a legal entity under public law or a special fund under public law, the exclusive place of jurisdiction for all disputes arising out of or in connection with the contractual relationship is Stuttgart, Germany.
6. Should one or more provisions of this contract be or become invalid, this shall not affect the validity of the remaining contract. The same applies if contractual gaps become apparent. The provision that has been omitted or is missing in each case shall then be replaced by a legally valid provision in accordance with the spirit and purpose of this agreement.
7. The following documents are an integral part of this supplier agreement:

• Description of Services
• Service Level Agreement (SLA)
• General Terms of Use for the PBSeasy® / enchase Media Data Platform of
  PBS Network GmbH

 

Description of Services: PBSeasy® / enchase Data

The following product-specific services shall be included in PBSeasy® / enchase Data:

• acceptance and storage of the Supplier’s product data in PBSeasy® / enchase;
• assurance of the quality of the product data based on market-specific validation;
• distribution of the product data to the trading partners connected in the agreed countries associated with the Supplier provided they have been activated in PBSeasy® / enchase by the Supplier;
• access to the My.PBSeasy® / enchase customer portal including the sections regarding
  • trading partner activation,
  • user management,
  • master data overview,
  • reports, and
  • downloads and information;
• transfer of the product data to the B2B information system PBSeasy® / enchase Xtra including
  • display of all product lines and products.

 

 Description of Services: PBSeasy® / enchase Marketplace  

The following product-specific services shall be included:

• provision of the browser-based order system in the PBSeasy® / enchase Platform for the Supplier and the Supplier’s linked dealers to use including the following main functions:
  for the Supplier’s dealers:
  • presentation of the Supplier’s product data,
  • search function,
  • watch lists and shopping carts,
  • option to retrieve media data,
  • request for approval by the Supplier
    for the Supplier: 
    
  • approval of requests from dealers,
  • order tracking,
  • settings,
  • reporting;
• transmission of order transactions between the Supplier and the Supplier’s linked dealers including the following main functions:
  • accepting from dealers electronic orders in the specified data formats,
  • reviewing electronic orders for accuracy of formal requirements and content,
  • forwarding orders to the dealer or returning them to the Supplier along with a request for correction,
  • providing subsequent receipts to dealers (ORDRSP, DESADV, INVOIC).

Technical Requirements

 

Product data

• Product data must meet the minimum requirements for eCommerce in the respective market
• The PBSeasy® / enchase Datamanager application is required to upload product data to PBSeasy® / enchase. The nature and scope of the installation will be determined over the course of the integration project. The cost will be based on time and materials used.
  

Order Data Interface

• An interface for transmitting orders to the supplier's ERP system

 Follow-on documents for all transmitted orders  

• An interface for transferring follow-on documents from the supplier's ERP system.
• Required follow-on documents:
  • Order confirmation (ORDRSP)
  • Delivery note (DESADV)
  • Invoice (INVOIC)

 

Description of Services: PBSeasy® / enchase EDI

The following product-specific services shall be included:

• provision, operation, and maintenance of the EDI system and the required system performance;
• installation, operation, and update of the Supplier’s profile;
• provision and update (minor adjustments) of mapping for the following messages: orders (ORDERS), order confirmations (ORDRSP), delivery notifications (DESADV), and invoices (INVOIC);
• provision, operation, and maintenance of message transmission channels (AS2, (s)FTP, SMTP, X.400, etc.);
• exchange of messages between the partners (Supplier – merchants) in the currently available data formats:
  • Supplier: PBSeasy® / enchase EDIFACT D.96A (other formats available upon request),
  • merchant-specific formats;
• operation of implementation tables (to adjust product numbers, order units, and volumes) provided and updated by the Supplier on demand. PBS Network does not warrant the accuracy of the implementation tables or any additional costs resulting from missing or incorrect implementation tables; and
• negotiations with key accounts on behalf of all merchants regarding the content of data concerning the aforementioned types of messages if that data cannot be adjusted automatically.

Requirements

If required, the Supplier undertakes to prepare in PBS Network’s format and to update regularly a table for implementing the Supplier’s codes in PBSeasy® / enchase Standard Codes.

If the Supplier is unable to prepare and/or regularly update an implementation table, PBS Network cannot ensure the correct processing of messages in the Supplier’s or the key account’s systems. If this is the case, PBS Network does not warrant the correct processing of messages.

If the lack or incorrectness of an implementation table results in errors in a key account’s systems, PBS Network shall be entitled to prepare and update an implementation table itself or engage a service provider to complete the task. The resulting costs shall be passed on to the Supplier.

Service Level Agreement

The establishment

In the course of the services described in the supplier contract, PBS Network GmbH undertakes to guarantee the operational operation of all necessary technical systems in PBS Network GmbH's area of responsibility and to create the personnel requirements for the necessary support.

The products / processes / services booked by the customer for a fee are decisive for the use and the associated support of individual products / processes / services.

The terms of this SLA do not apply to the Data Manager. A separate support contract applies to the Datamanager.

Terms used:

• System / Platform
  • Sum of all software components as well as the infrastructure used (servers, other hardware and Internet connection)
• Software
  • Sum of all software components
• Central Business Processes PBSeasy® / enchase
  • Product data
    • Central database
    • Receiving, validating and storing
    • Distribution
  • Order data
    • Receipt, validation and forwarding of orders and follow-up documents
    • Centralized order tracking
  • Marketplace
    • Product research and ordering function

1. PBS Network actively monitors the functioning of its platform.
2. PBS Network undertakes to narrow down the cause of the fault, to diagnose the fault and to eliminate the fault or, if the latter is not possible with reasonable effort, to make the software ready for operation by showing a circumvention solution.
3. A malfunction occurs if the system does not fulfil the functions specified in the service description, delivers incorrect or no results or otherwise does not behave in a functional manner so that the contractual use of the software is impaired in a way that is not only insignificant.
4. The elimination of malfunctions caused by incorrect operation, improper handling on the part of the supplier, by the action of third parties or by force majeure is not the subject of this SLA. It can be agreed on a case-by-case basis for a separate fee.
5. Reported incidents are classified by PBS Network into the following priorities for incident handling purposes:

Priority P1: Prevention of operations

An operational impediment exists if the use of the software is not only temporarily impossible due to malfunctions, incorrect work results or the exceeding of response times or is so severely restricted that central business processes can no longer run.

Priority P2: Operational disruption

An operational impediment exists if the use of the software is not impossible or is severely restricted due to malfunctions, incorrect work results or the exceeding of response times, but there is nevertheless a disruption of the workplace functionality with a not only insignificant impairment of business processes.

Priority P3: Other Disruption

Another disruption exists if the use of the software is not significantly impaired, in particular if there is no significant impairment of the workplace functionality.

PBSeasy® / enchase Platform Availability

1. The PBSeasy® / enchase platform can be used 24x7. Restrictions are possible due to maintenance that is announced with a corresponding lead time (see section (5) Maintenance work/maintenance window).
2. In the event of failure or data loss, the systems will be restored within 1 (one) working day at the latest with the data status of the last data backup.
   

   Brief description of PBS Network's customer database data backup:

   • PBS Network operates a 3-fold redundant database
   • This database is backed up daily, there are 10 restore points.

   The above brief description of the data backup of the customer database represents the architecture at the present time. PBS Network can modify this architecture as it sees fit, while maintaining comparable efficiency and security as a minimum performance.

3. The monthly average availability is ≥ 99%. In the event of a system failure, all systems essential to business processes are restored within the supervised operating time within 4 hours at the latest.
4. Downtime, and therefore times that count towards annual availability, are the times for unplanned maintenance outside of the maintenance windows (see (5) Maintenance/Maintenance windows).

Support

PBS Network GmbH provides the supplier and its customers with a ticket system. This is used to record faults and support requests for the PBSeasy® / enchase platform and all associated services.

Support services during support hours:

• Acceptance of the support request
• Support in troubleshooting and analysis of the facts
• Solving problems and errors

Support and response times as well as communication:

In order to ensure response times, the customer must use the above-mentioned communication channels when making inquiries or placing orders. The processing time depends on the scope of the request or the order.

Tickets can only be processed with meaningful, reproducible problem descriptions including a clear description of the environment used. Otherwise, necessary queries will lead to a delay in processing.

PBSN reserves the right to bill for support for users who are not users trained on PBSeasy® / enchase or defacto training, or if this is regulated accordingly in the customer agreement.

 

PBS Network GmbH offers the customer the option of submitting support requests 24x7 via the ticket system or alternatively by e-mail.

The support services can be provided by telephone, e-mail, ticket system or in person at the offices of PBS Network and will be compensated with the agreed fees.

Response and resolution times

PBS Network will commence faults, troubleshooting and corrections within PBS Network's business hours as soon as possible, but in the case of Type 1, 2 or 3 errors, no later than the expiry of the following response time.

Response Time means the period from the notification of PBS Network by the Supplier to an action by PBS Network in the interest of the Supplier aimed at immediate rectification.

Solution Time is the period from the end of the reaction time until the correction or provision of a suitable workaround of the error in question.

The following defines the different types of errors for the platform functionality:

	Priority 1 / Type 1 (critical)	Priority 2 / Type 2 (hard)	Priority 3 / Type 3 (easy)
Criteria	PBSeasy® / enchase is not available. The entire platform or essential functions cannot be used. Errors in central functions that lead to the termination of the defined processes.	Limitations of the application that cannot be circumvented or can be circumvented with unreasonable effort by organizational means (workaround).	All software errors that cannot be assigned to error class 1 or 2.
Response times	2 hours	12 hours	24 hours
Solution times	12 hours	24 hours	At the discretion of PBS Network

Maintenance work/maintenance window

Maintenance windows are agreed for periodic, planned or unplanned maintenance work on the systems that is necessary for the maintenance and safety of ongoing operation or the implementation of updates or upgrades. Any impairment of availability due to such work is not to be regarded as downtime.

Typically, system maintenance is performed on weekends between Friday 18:00 and Sunday 22:00 CET or at night every weekday between 20:00 and 8:00 CET the next morning.

In exceptional cases, system maintenance can also be carried out at all other times, taking into account the least disruption to ongoing operations.

PBS Network informs the customer about scheduled system maintenance that is within business hours (upgrades, updates) as early as possible, but no later than 3 working days before.

In the case of urgently needed maintenance, e.g. those that are urgently needed to maintain operations and business processes, PBS Network reserves the right to announce them with short notice.

Escalation

If the response times are exceeded and the availabilities are not met, escalation can be made to the support team leader or the managing director if necessary.

 

General Terms of Use for the PBSeasy® / enchase Media Data Platform of PBS Network GmbH

Status July 2017

PBS Network (hereinafter "PBS") operates the electronic information and order system "PBSeasy® / enchase", which allows the exchange of electronic data between manufacturers in the office supplies industry (hereinafter "suppliers") and the specialist trade (hereinafter "media users") in this industry. In addition to the exchange of order information, a component of PBSeasy® / enchase is the provision of various digital information which is protected by copyright. PBS keeps this information, in particular photographs of products and/or persons, graphic representations, presentations, product information, logos, videos and texts (hereinafter collectively "Media Data"), of the goods distributed by these companies on the PBSeasy® / enchase Media Data Platform ("Media Data Platform").

1. scope of application, range of services

1.1. These terms of use regulate the rights to the media data made available on the media data platform by the suppliers by the media users.

1.2. These Terms of Use for Media Data become part of the contract between PBS and the media user through the inclusion of the General Terms and Conditions of PBS.

1.3. In order to use the media data platform, the user must register. The details of registration and activation are regulated in section 3.

1.4. Registration and use of the Media Data Platform are free of charge for the Media User. However, PBS reserves the right to supplement and/or limit the services provided on the media data platform and to offer individual services only against payment. PBS will inform the media user about the introduction of chargeable services in due time.

2. scope of services, availability

2.1. The media data are made available to the media users via the media data platform after release of the data by the supplier.

2.2. The media users can obtain the media data in the following way:

• Download Portal,
• Push in XML format (paid premium service)
• Distribution of the data to the merchandise management systems (chargeable premium service)
• Or via data carrier (DVD) (premium service with costs) - individual interface (chargeable project + premium service)
  2.3. The file format is defined by the media data standard.
  2.4. The Media User has no claim to the provision of certain content. PBS may close PBSeasy® / enchase at any time without giving reasons, in particular for the performance of maintenance work or for the implementation of technical changes.
  2.5. PBS targets to make the Media Data Platform available as free of interruptions as possible. However, the Media User has no claim to uninterrupted use. It is not guaranteed that access to or use of the media data platform will not be interrupted or impaired by maintenance work, further developments or otherwise by disruptions, which may also lead to data loss. Temporary restrictions or interruptions may also occur due to technical faults (such as interruption of the power supply, hardware and software faults, technical problems in the data lines).

3. registration and activation

3.1. In order to register for the use of the media data platform, a business relationship must exist between the media user (or in the case of media agencies with their client) and one or more suppliers. Multiple registrations of the media user or his client are not permitted. If the media user is already a customer of PBSeasy® / enchase online, PBSeasy® / enchase mail or PBSeasy® / enchase direct, he can additionally apply for the use of the media data platform.

3.2. During registration, the media user is first prompted to enter his company data. In addition to the company data, the Media User must create at least one user or one user for each authorized employee. For this purpose, a unique email address as user name, first and last name as well as a telephone number of a responsible contact person must be bindingly communicated for each media user. The media user can also enter further personal data.

3.3. By sending the registration data, the media user submits an offer to PBS to conclude a user relationship based on these terms of use. PBS will decide on the acceptance of the offer at its own discretion. If the registration is not confirmed within a reasonable period of time (as a rule 10 working days) by e-mail to the specified e-mail address, the media user is no longer bound to his offer.

3.4. Upon receipt of the e-mail confirmation and activation, an agreed usage relationship is established, and PBS transmits its customer number and access data to the media user. With the sending of the access data the user is entitled to use the media data platform within the scope of these terms of use.

3.5 Notwithstanding the activation for the platform by PBS, the access to the media data of the suppliers takes place by applying for a data release with the respective supplier. The media user is activated by the supplier for his media data. A claim to activation of the media user does not exist.

4. responsibility for the access data

4.1. The media user must keep his access data including the password secret and not make it accessible to unauthorized third parties under any circumstances.

4.2. It is the responsibility of the media user to ensure that his access to the media data platform and its use is exclusively by the media user or by persons authorized by him. The media user shall inform PBS immediately if there is reason to fear that unauthorized third parties have gained or will gain knowledge of his access data. The media user is fully responsible for any use of the media data platform carried out under his access data.

5. blocking of access

5.1. The access of the media user to the PBS Portal can be blocked temporarily or permanently as a whole or to individual subareas at the discretion of PBS if there are concrete indications that the media user violates or has violated these Terms of Use and/or applicable law or if there is another justified interest of PBS in the blocking (in particular repeated violation of the Terms of Use, misuse of the PBS Portal). The legitimate interests of the media user are considered in the decision on blocking. In case of repeated violation of these Terms of Use, PBS reserves the right to permanently block access to the media data platform.

5.2 If the media connection is not used for a longer period (> 1 year), PBS Network reserves the right to deactivate and delete it.

5.3. In the event of temporary or permanent blocking, the access authorization will be blocked, and the media user will be notified of this by e-mail.

5.4. In the event of a temporary blocking, the access authorization will be reactivated after the blocking period has expired or the reason for the blocking has finally ceased to exist, and the Media User will be notified of this by e-mail. Permanently blocked access cannot be restored, and the permanently blocked media user is permanently excluded from participation on the media data platform. A renewed registration is not possible.

6. termination of use

6.1. The Media User may terminate his access to the Media Data Platform in writing with a notice period of three (3) months to the end of the month. The right to extraordinary termination remains unaffected.

6.2. When the termination takes effect, the user relationship ends and the media user may no longer use his access to the media data platform. The access will be blocked at the time of termination.

6.3. PBS is entitled to irretrievably delete all data created within the scope of the usage relationship upon expiry of 30 calendar days after the termination becomes effective and after expiry of any statutory retention periods. For personal data, the regulations on data protection apply with priority, which may also provide for a shorter period for deletion.

7. rights of use

7.1. All rights (e.g. trademark, copyright or design rights) to the media data in PBSeasy® / enchase remain with the respective rights holder (supplier). By placing the media data by the suppliers in PBSeasy® / enchase, these allow PBS to make the media data available to the media users and that these use the media data within the scope of these terms of use.

7.2. Unless expressly regulated otherwise by the Suppliers, the Media User shall receive a simple (non-exclusive) right of use to the Media Data for its own purposes, which shall be limited as follows:

7.2.1. The Media Data may be used by the Media Users exclusively to promote the sale of the Suppliers' respective products.

7.2.2. The use of the media data is limited to the use in the media user's own merchandise management system, in the media user's own web shop and for printing sales support documents (e.g., flyers and catalogues) for the media user's own end customers and the end customers of affiliated specialist dealers.

7.2.3. Unless required for one of the previous mentioned purposes, the media user is prohibited from passing on or reproducing the media data to third parties against payment or free of charge. The media data may not be modified or mixed with other content. The transfer and reproduction of the media data to or by advertising agencies or other service providers for the creation of the web shop or sales support documents is permitted. If the media data are pictures, graphics or logos, the media data user or a third party commissioned by him in accordance with this point is entitled to enlarge, release or compile the media data in a content-preserving manner.

7.2.4. Media data may not be used to promote the sale of products that do not originate from the relevant supplier.

7.2.5. The media data may only be used by the media user on comparison and auction portals on the Internet with the express consent of the supplier. The supplier's consent may be granted by PBS on behalf of the supplier.

7.2.6. If the media data provided are images on which persons are depicted, the use is limited to the aforementioned purposes of use. The use ends if the person depicted revokes the use vis-à-vis the supplier, PBS or the media user for the future. In this case, the media user undertakes not to use the image material any further.

7.2.7 Insofar as an expiry date is supplied for the media data provided, the use of the media data concerned for the creation of new catalogues and brochures or in web shops after the expiry date is not permitted. In this case, the media user undertakes not to use the respective media data any further. However, the distribution of the media data in print products already printed on the expiry date shall continue to be permitted after the expiry date.

7.3. The granted right of use is limited in time to the term of the usage relationship. However, the respective rights holder or PBS on behalf of the rights holder is entitled to terminate and prohibit the use prematurely if the media user violates these Terms of Use or the media data provided is withdrawn by the respective rights holder or must be removed due to the violation of third party rights or other reasons.

7.4. The media user undertakes to pay to PBS an immediately due contractual penalty in the amount of € 1,000.00 for each individual case of violation of these terms of use, whereby the assertion of further damages remains unaffected by this.

7.5 If the Media User is an advertising agency, the Media User is entitled to use the Media Data for its clients in accordance with these Terms of Use. The clients of the advertising agency are to be bound by the restrictions of these terms of use (in particular clause 7). Any further or deviating use of the media data by the customer of the advertising agency is not permitted.

8. Pricing

The current PBSeasy® / enchase price information applies.

9 Responsibility, liability

9.1. The respective suppliers are responsible for the media data as well as the content of the stored product information and catalogue data. PBS carries out a quality assurance of the data as well as a premium assessment. However, there is no check for completeness, correctness, and legality. PBS therefore accepts no responsibility or warranty for the completeness, correctness, legality and up-to-datedness of the product information and media data. This also applies regarding the quality of the product content and its suitability for a specific purpose.

9.2. PBS is liable within the scope of this contract in accordance with the following provisions:

9.2.1. PBS is liable without limitation for damages caused intentionally or by gross negligence.

9.2.2. For damages resulting from the non-compliance with any guarantees given in writing to the extent of the user's pecuniary interest that was covered by the purpose of the guarantee and was recognizable to PBS at the time it was given.

9.2.3. In cases of product liability according to the Product Liability Act.

9.2.4. In cases of simple negligent violation of only insignificant contractual obligations PBS is not liable. Apart from that, the liability of PBS for damages caused by simple negligence is limited to those damages which must typically be expected to occur within the scope of the respective contractual relationship (contract-typical foreseeable damages).

9.2.5. The parties agree that the contract-typical foreseeable damage from breaches of duty of this agreement amounts to a maximum of EUR 1,000.00.

9.2.6. The above limitation of liability does not apply in the case of fraudulent intent, in the case of bodily injury or personal damage, for the breach of warranties as well as for claims from product liability. Limitations of liability provided by law (e.g. according to § 44a TKG) which deviate from the above liability regulations in favour of PBS remain unaffected.

9.2.7. There is no further liability of PBS. For rental contract services of PBS in particular the strict liability for defects existing at the time of conclusion of the contract is excluded.

9.3. Insofar as the liability of PBS is excluded or limited according to these provisions, this also applies to the liability of the organs and vicarious agents of PBS, in particular of employees.

9.4. In the event of serious data errors, the supplier will be requested by PBS to rectify these errors within a reasonable period of time. This period is usually 6 working days.

10. Amendment of these Terms of Use

10.1. PBS reserves the right to change these Terms of Use at any time with effect also within the existing contractual relationships. The user will be notified of such changes at least 30 calendar days before the planned entry into force of the changes. If the user does not object within 30 days after receipt of the notification and continues the use of PBSeasy® / enchase even after expiration of the objection period, the changes shall be deemed to be effectively agreed upon as of the expiration of the period.

10.2. In the event of an objection, the usage relationship is continued under the previous conditions. In the event of an objection, PBS reserves the right to terminate the user relationship in accordance with section 6. In the notice of change the user is informed of his right to object and of the consequences.

11. Final provisions

11.1. Detailed information about PBS as operator of PBSeasy® / enchase is available here.

https://www.pbsnetwork.eu/impressum/

11.2. Should any provision of these Terms of Use be or become invalid, this shall not affect the validity of the remaining provisions. In such a case, the parties are obliged to cooperate in the creation of provisions through which a result that comes as close as possible to the invalid provision in economic terms is achieved in a legally valid manner. The foregoing shall apply mutatis mutandis to the filling of any gaps in the contract.

11.3. German law shall apply to the exclusion of international private law and the UN Convention on Contracts for the International Sale of Goods.

11.4. The exclusive place of jurisdiction is the registered office of PBS. However, PBS is also entitled to take legal action at the user's place of business.