Valid since November 9, 2025 (to the old T&Cs)
Please note that the English translation of our Terms and Conditions is provided for convenience only. The German version is the only legally binding version.
COREDINATE GmbH, represented by the managing directors Michael Kulig and Sebastian Kulig, Ringstraße 25, 97215 Uffenheim (hereinafter referred to as "COREDINATE") offers customers, especially security services, an online guard control system (hereinafter: "Software"), which consists, among other things, of the browser-based portal (hereinafter: "Portal") and an application for mobile devices (hereinafter: "App"). The guard control system is a digital verification and control system for mobile security and control services, offering the customer a variety of functions, including recording events during patrols, real-time monitoring of patrol completions, reading control points, creating duty rosters, and extensive evaluation options. On its website, accessible at: https://www.coredinate.de/ (hereinafter: "Website"), COREDINATE also offers goods and accessories for the use of the guard control system for purchase. The service offered also includes consulting services and training regarding the use of the guard control system.
The following regulations are intended to govern the legal relationship between COREDINATE and the respective customer as comprehensively and clearly as possible.
§ 1 Scope, Amendment1. The following general terms and conditions ("T&S") conclusively regulate the contractual relationship between COREDINATE and the respective customer and apply exclusively, i.e., conflicting or deviating conditions of the customer are not recognized unless COREDINATE has expressly agreed to them in individual cases.
2. They apply exclusively to entrepreneurs. An entrepreneur within the meaning of these T&S is a natural or legal person or a partnership with legal capacity who acts in the exercise of their commercial or independent professional activity when placing an order.
3. COREDINATE reserves the right to change the general terms and conditions at any time without stating reasons. COREDINATE will inform the customer of this at least four weeks before the amendment of the general terms and conditions comes into effect and will provide them to the customer. If the customer does not object to the amended conditions within two weeks of receiving the amendment notification, the amended terms and conditions are considered accepted. If the customer objects to the amended conditions in due course, COREDINATE is entitled to terminate the respective contractual relationship at the time the amended terms and conditions are to come into effect or to continue it under the previous conditions.
4. The contract conclusion takes place exclusively in German or English. The general terms and conditions and the contracts concluded with reference to these general terms and conditions are subject exclusively to German law, excluding the UN Sales Convention.
5. In the event of collisions within the contractual relationships between the parties, the following order of precedence shall apply:
a) individual
b) these general terms and
c) statutory regulations.
§ 2 Contract Conclusion, Contract Subject, Scope of Services1. The respective contract is concluded by the confirmation of the unchanged offer submitted by COREDINATE in text form by the customer. COREDINATE is bound to its offer for 14 days.
2. In particular, but not exclusively, the following contract subjects are offered by COREDINATE, as far as agreed:
a) Provision of software (portal and apps for mobile devices),
b) Sale of hardware and accessories, such as mobile phones or NFC items,
c) Installation and configuration of hardware and software,
d) Consulting services,
e) Training.
3. COREDINATE begins with the agreed service at the time agreed in the respective contract and the underlying order documents, including the digitally recorded order data in the customer portal. Deadlines are automatically extended by the period during which COREDINATE is prevented from performing the service through no fault of its own. This is particularly the case in instances of force majeure, strikes, pandemics and epidemics, and lack of cooperation by the customer as per § 6 of these general terms and conditions.
4. The individual service items and the specific scope of services to be provided by COREDINATE result from the information in the respective applicable service descriptions, the respective offer, as well as the individual agreements and/or these general terms and conditions.
5. Insofar as COREDINATE owes the rental provision of the software, the following is additionally agreed:
a) COREDINATE provides the customer with the software specified in detail within the framework of an offer for use as a SaaS solution via the internet to perform the contractually owed services. COREDINATE provides the customer with the agreed software in the current version via the internet for the duration of the respective contract for a fee. For this purpose, COREDINATE sets up the software on a server that is accessible to the customer via the internet. Details and scope of services are derived from the main contract.
b) The usage license for the app is limited to one device. When used on multiple devices, a separate license is required for each device. A change of device is possible at any time.
c) The installation of the app on the mobile device is the responsibility of the customer. The instruction of the customer and/or their employees is not part of the owed scope of services and can be supported in consultation with COREDINATE as a separately chargeable service.
d) COREDINATE rectifies all software errors within a reasonable timeframe according to technical possibilities under these provisions.
6. In the context of owed services, e.g., support or training services, COREDINATE acts exclusively in an advisory capacity, whereby no specific success can be guaranteed. In this case, COREDINATE does not owe the success/customer objective of the commissioned services sought by the customer. The customer is aware that, especially in training services, no specific learning success is owed, as such successes cannot be objectively promised, as they largely depend on the willingness to learn of the training participant.
a) In training services, the scope, target group, number of participants, and the execution of the training are determined in the respective contract/offer. COREDINATE endeavors to convey the training content in an understandable and target group-oriented manner. However, it is not obliged to achieve a specific training success. COREDINATE is not subject to any instructions from the customer regarding the execution of its activities and the design of working hours.
b) COREDINATE is not obliged to adapt any software and/or other services to changing legal or other regulatory requirements or to adapt to any changes that occur in the software, whether by the software manufacturer or third parties.
c) Insofar as contractually owed, COREDINATE continues to deliver updates of the product to customers during the year, under separate calculation, in a rhythm chosen by COREDINATE at its reasonable discretion, so that the customer can benefit from general error corrections or further developments of the product.
d) The installation of updates is the responsibility of the customer and can be supported in consultation with COREDINATE as part of chargeable support services. In the context of product updates, the customer does not receive the right to use license-required functions that they have not acquired under license law.
e) The scope of support services owed by COREDINATE results from the respective applicable service description, the underlying offer, and the individual agreements. COREDINATE does not provide the customer with any support services unless they are expressly agreed upon.
f) Insofar as maintenance or support services have been agreed upon by COREDINATE, these are usually carried out by remote maintenance.
7. COREDINATE reserves the right to expand services and make improvements if these serve technical progress, appear necessary to prevent misuse, or if COREDINATE is obliged to do so due to legal regulations. COREDINATE can make these changes to the software or updates at any time without notifying the customer.
8. Insofar as COREDINATE offers AI-supported tools, such as a chatbot, this constitutes a mere provision of the tool. The AI content serves exclusively informational or support purposes and does not constitute binding information, advice, or recommendation. COREDINATE does not owe any specific success or suitability for a specific purpose sought by the customer regarding the results created with the service. It is pointed out that AI-supported tools provide algorithm-based outputs or results that may be erroneous and require independent verification by the customer. COREDINATE reserves the right to change, supplement, or discontinue AI functions and/or AI-supported tools at any time. The customer has no claim to the continued use of specific AI or AI-supported tools.
9. In the case of purchase contracts, the following applies:
a) COREDINATE provides the customer with an online shop on the website where it offers goods and accessories for purchase. To purchase goods via the online shop, the customer must already be an existing customer and have a corresponding customer account. Logged-in existing customers can select goods and place orders. The articles provided on the website constitute an invitation to the customer to submit offers to conclude a purchase contract. After adding the desired goods to the shopping cart, entering customer data, and choosing payment modalities, the offer is submitted by the customer by clicking the "order with obligation to pay" button. The contract is concluded with the confirmation of the order by COREDINATE.
b) After the order, the customer is sent the order confirmation, in which the contract content is listed again, and the general terms and conditions by email.
c) The customer has the option to choose between different payment and shipping modalities in the online shop. The shipping costs are determined according to the respective information in the online shop. In the case of returned direct debits and refusal of acceptance in the case of cash on delivery, these additional costs will be charged to the customer.
d) The delivery times result from the item description. Delivery time information is non-binding unless expressly assured by the seller. Partial deliveries are permissible insofar as they are reasonable for the customer.
e) COREDINATE is entitled to withdraw from the contract if it does not receive the performance object itself despite the prior conclusion of a corresponding purchase contract; COREDINATE's responsibility for intent or negligence remains unaffected. In this case, COREDINATE will inform the customer immediately about the non-availability and immediately refund any consideration already provided. COREDINATE reserves the right in this case to offer a price and quality equivalent product, with the aim of concluding a new contract for the purchase of the price and quality equivalent product.
f) The customer will examine the ordered goods immediately after delivery. This applies particularly concerning the completeness of the goods and their respective functionality. Defects that are discovered or are easily detectable must be reported to COREDINATE immediately. A detailed description of the defects must be included. If the customer fails to report, the goods are considered approved unless it is a defect that was not recognizable during the examination. Defects in the goods that are not detectable during proper examination must be reported to COREDINATE immediately after their discovery; otherwise, the goods are also considered approved concerning this defect.
10. Insofar as the customer orders the free test set, the scope of services to be provided by COREDINATE is determined by the information in the offer, the individual agreements, and/or these general terms and conditions. There is no claim to specific server availability for free services. Unless otherwise agreed, the customer will be provided with the access data to the test account after successful registration in the sense of § 4 para. 2 of these conditions. The test period lasts 14 days and expires automatically. Termination of the test phase is not required.
11. COREDINATE is entitled to commission third parties, especially subcontractors, for all services. These are then vicarious agents of COREDINATE. COREDINATE is particularly entitled to involve further specialists for detailed questions, to replace deployed or named project employees at any time with comparably qualified resources, to use subcontractors of natural as well as legal persons, and especially third-party software. The provision periods are extended, notwithstanding COREDINATE's rights due to the customer's delay, by the period during which the respective contractual partner does not fulfill its obligations towards COREDINATE.
12. If COREDINATE is in default with the owed service, the customer is only entitled to withdraw from the contract if COREDINATE does not comply with a grace period set by the customer.
13. The place of performance is generally at the seat of COREDINATE or the seat of the customer unless something else results from individual agreement or the nature of the activity.
§ 3 Prices, Payment Terms, Default1. The amount of remuneration and the billing mode are determined by the respective contractual agreement and/or these conditions.
2. All price information is understood as net euro prices plus the applicable statutory VAT.
3. Upon conclusion of a purchase contract, the payment of the purchase price is due immediately.
4. The remuneration for the use of the software is to be paid monthly. The remuneration is due on the 15th of each month. COREDINATE issues the invoice according to the agreed payment terms at the beginning of the contractually specified service period by email or post.
5. Invoices are to be paid within the period specified on the invoice.
6. The fulfillment of the payment obligation occurs with the crediting of the contractually specified claim to COREDINATE's account.
7. Objections to billing statements must be raised against COREDINATE in text form. COREDINATE's invoices are considered approved by the customer if they are not objected to within four weeks of receipt. Timely dispatch of the objection is sufficient to meet the deadline.
8. If the customer is in default of payment for two months and does not meet their obligations, COREDINATE is entitled to withhold further services, interrupt ongoing services, and withdraw from the contract with immediate effect or terminate the contract without special prior notice.
9. In the event of premature contract termination, the services already provided by COREDINATE up to the effective date of the termination event are to be remunerated by the customer according to the contractual regulation. Any statutory claims that COREDINATE is entitled to due to premature termination are not affected by this. Any claims from this paragraph are to be offset within the framework of statutory claims.
10. The agreed prices automatically increase by 2 % on January 1 of a calendar year. COREDINATE will inform the customer of the price change at least four weeks before the planned effective date in text form.
§ 4 Registration1. To use the portal and purchase goods via the online shop, a customer account is required. COREDINATE creates a customer account for the customer and provides them with access data.
2. Registration usually proceeds as follows: COREDINATE records the customer's data and creates a test account or customer account. The customer can activate the test account/customer account using a code. The customer is introduced to the system by COREDINATE, usually in the context of a telephone conversation. The customer can create an admin account and add further user accounts when activating the test account/customer account.
3. In principle, each customer may only have one customer account. Only entrepreneurs are registered on the website and for the online shop. COREDINATE reserves the right to request proof of entrepreneurial activity, e.g., by sending a business license, during registration.
4. There is no entitlement to registration. COREDINATE reserves the right to refuse or revoke registration without stating reasons, particularly due to
a) False information during registration,
b) Doubts about the legal existence of the customer, or
c) Violations of the general terms and conditions.
5. The customer is obliged to inform COREDINATE of any changes to the data provided during registration without delay.
§ 5 Contract Duration, Cancellation1. Unless otherwise regulated, contracts are concluded with a contract term of 24 months (minimum contract term) and are automatically extended by 24 months each if they are not terminated by one of the parties with a notice period of 3 months to the end of the contract term or the respective extension period in text form. The customer can also terminate the contract via the customer portal.
2. For the COREDINATE Flex service offer, the contract term is one (1) month and is automatically extended by one month each. Termination of COREDINATE Flex is possible at the end of each month in text form. The customer can also terminate the contract via the customer portal.
3. Contracts with automatic termination do not require termination and end automatically upon reaching the end of the term.
4. The right to terminate for good cause remains unaffected. A good cause exists if:
a) the customer permanently ceases payment or announces this,
b) the customer is in default of payment as per § 3 of these terms, and the default already covers two consecutive payment dates,
c) the customer has filed an application for the opening of insolvency proceedings,
d) the customer does not fulfill his cooperation obligation under these terms in a timely manner.
5. If termination occurs before the end of a billing period already paid in advance, the overpaid amount will be refunded proportionally, calculated from the day the termination becomes effective, within 14 days after the contract ends. This does not apply if the service to be provided has already been fully rendered.
§ 6 Customer's Duties to Cooperate1. The customer's duties arise from the respective offer as well as the individual agreements and/or these general terms and conditions.
2. The parties work together in a spirit of trust. If a contracting party recognizes that information and requirements, whether its own or those of the other contracting party, are incorrect, incomplete, unclear, or impracticable, it must inform the other party of this and the consequences it recognizes without delay. The parties will then seek an interest-based solution and strive to achieve this, if necessary, according to the provisions on performance changes. The enumeration of the obligations mentioned is not exhaustive. In particular, the customer provides the following services free of charge:
a) The customer is obliged to provide his data completely and truthfully when concluding the contract. If changes occur, they must be communicated to COREDINATE immediately.
b) The customer independently sets up the individual user accounts for his employees via his admin account and manages them.
c) If the customer processes personal data for setting up a user account and/or activates the tracking function in the hardware and/or software, he is obliged to inform the affected employees and obtain the necessary consents independently.
d) If separate access data exists for individual user accounts, the customer must ensure that the corresponding access data to a user account is communicated to the respective employee. The customer must oblige the respective employees to keep the received access data secret and not to pass them on to third parties.
e) The customer is solely responsible for the use of the platform and the app by the employees he authorizes.
f) The customer is obliged to check the legal admissibility of the commissioned services himself. This applies in particular to a possible violation of the services against competition law, copyright law, trademark law, data protection law, or other legal regulations, provided COREDINATE is not aware of this or is grossly negligent in being unaware.
g) The customer is obliged to ensure that the information, data, texts, files, and images provided to COREDINATE by him or his employees for the contractually agreed services do not violate legal regulations and/or third-party rights. He indemnifies COREDINATE from any liability regarding the use of this provided information, data, texts, files, and images and the resulting trademark, copyright, and competition violations. Any recourse claims of the customer are excluded.
h) He ensures at all times during the contract period that knowledgeable informants are available and ready to provide information.
i) He will immediately appoint a responsible contact person after the conclusion of the contract, who can answer all questions relevant to the service provision and make all related decisions.
j) He ensures that any service provided by third parties, which can/does influence or is related to the service provision of COREDINATE, is provided on time and with quality, and that COREDINATE is provided with all necessary information and results in a timely manner.
k) In the case of owed SaaS services, the following additionally applies:
The use of crawlers, web agents, or similar software tools that contradict a contractual, usual use is prohibited for the customer.
The customer is obliged to regularly back up his settings and data, unless these obligations, by nature and scope of the respective contract, lie with COREDINATE. The customer is particularly obliged to back up his data independently before the expiration of the storage period in the sense of § 11 para. 7 of these T&S.
The customer undertakes to keep the access data received from COREDINATE for the provision of the owed services secret, not to make them accessible to third parties, and to prevent unauthorized access by third parties to the protected areas through appropriate precautions. The customer will inform COREDINATE immediately if he suspects that access can be used by unauthorized persons. If the customer or a user designated by him violates these provisions with a contractually provided access, COREDINATE can immediately block access for all users of the customer without prior notice and delete the affected application data with prior notice in text form if the violation can be demonstrably remedied by this. If the blocking is ordered by authorities to avert dangers or is carried out to avert dangers for COREDINATE, its customers, or other users, the notification can be made only after the blocking.
In the event that services from COREDINATE are used by unauthorized third parties using the customer's access data, the customer is liable for the resulting fees within the framework of civil liability until the customer's order to change the access data or the report of loss or theft is received, provided the customer is at fault for the unauthorized third party's access.
The customer is obliged to check his data and information for viruses or other harmful components before entering them and to use virus protection programs corresponding to the state of the art.
l) Customers who want to use AI-supported tools, such as a chatbot, are advised that these are AI-generated contents that may be faulty and must be independently verified by the customer. The customer is responsible for independently reviewing and evaluating the outputs created by the AI or the AI-supported tool. He must always check whether and to what extent the AI-generated results can be considered in any decision-making process. The customer must check whether the AI-generated results are free of third-party rights, particularly free of copyrights, trademark rights, personal rights, etc., before disseminating, processing, or otherwise using them. The customer should never rely solely on AI-generated content.
3. If the customer does not fulfill or does not fully and/or correctly fulfill his duty to cooperate, COREDINATE is entitled to additional remuneration for the additional effort caused by this, at the respective agreed hourly rates.
4. If the customer does not fulfill his duty to cooperate after an appropriate deadline has been set, COREDINATE is entitled to terminate the contract extraordinarily. In this case, COREDINATE is entitled to demand remuneration incurred up to that point. Further claims for damage remain unaffected.
5. If third parties assert claims against COREDINATE according to the preceding paragraphs, COREDINATE will inform the customer immediately. The customer undertakes to indemnify COREDINATE from any liability towards third parties, to support COREDINATE in the legal defense, and to bear the costs of reasonable legal defense, provided COREDINATE is not at fault.
§ 7 Liability / Warranty1. The customer assumes unlimited liability for all damages that COREDINATE incurs because of a failure to fulfill or not completely and/or correctly fulfill the cooperation obligation of the customer according to § 6 of these conditions. However, the customer can provide evidence that the respective failure to fulfill or not completely and/or correctly fulfill the cooperation obligation is not causally related to the damage.
2. The customer is particularly liable for ensuring that the software/app and functionalities are not used for illegal purposes or purposes that violate official regulations or requirements, or that corresponding data is not created and/or stored on the server or locally.
3. COREDINATE provides its services according to the current state of the art. In providing its services, COREDINATE owes the industry-standard care. When determining whether COREDINATE is at fault, it must be considered that software cannot be created without errors and that creative and/or technical services cannot be made without errors. Technical data, specifications, and performance information in public statements, especially in advertising materials, are not quality descriptions and not guaranteed properties. The functionality of the respective service is determined by the description in the user documentation or the offer and the supplementary agreements made in text form.
4. COREDINATE guarantees an availability of its servers of 98.5 % on an annual average. COREDINATE is not liable for claims arising from the platform being temporarily unavailable, especially due to maintenance work, provided the downtime does not exceed a total time of more than 1.5 % of the annual time in the calendar year and no intent or gross negligence is present in the case of longer downtimes. In the event of service outages due to a disruption outside the responsibility of COREDINATE, there is no refund of fees. Measures that serve to identify and rectify functional disruptions will only lead to a temporary interruption or impairment of accessibility if this is technically necessary.
5. COREDINATE's liability for defects in free services is limited to the case where COREDINATE fraudulently conceals a defect from the customer. The customer has no claims for defect rectification by COREDINATE for free services. COREDINATE's liability for legal defects is also limited to the case where COREDINATE fraudulently conceals a legal defect in connection with the free services.
6. COREDINATE is not liable for the loss of data and/or programs insofar as the damage is based on the customer's failure to perform regular data backups at industry-standard short intervals and thereby ensure that lost data can be restored with reasonable effort, provided the respective data backup is not one of COREDINATE's main performance obligations.
7. COREDINATE is not liable for the violation of legal regulations and/or third-party rights concerning graphics, texts, images, photos, and files provided by the customers for the services to be rendered or published by COREDINATE on their behalf.
8. In the case of purchase contracts, the warranty period for rights under § 437 No. 1 and No. 3 BGB for new items deviates from § 438 para. 1 No. 3 BGB and is one year from the statutory limitation period. The warranty is excluded for used items.
9. For rental contracts, the following applies additionally: The supplementary performance is carried out at COREDINATE's choice by remedying the defect, delivering a program or another item that does not have the defect, or showing ways to avoid the effects of the defect. The customer may not enforce a reduction by deducting from the agreed monthly flat rate. Corresponding enrichment or damage claims remain unaffected. The customer's right to terminate the contract due to non-granting of use according to § 543 para. 2 sentence 1 No. 1 of the Civil Code is excluded, unless the rectification or replacement delivery is considered failed. The strict liability of COREDINATE for defects that were already present at the time of contract conclusion is excluded. Self-performance by the customer is excluded.
10. The defect liability is excluded for defects caused by external influences not attributable to COREDINATE or by improper use by the customer. It also lapses if the customer or third parties make changes and/or additions to COREDINATE's services without express written approval. However, the customer can provide evidence that the respective change and/or addition is not causally related to the defect.
11. The customer must report defects immediately. The report can initially be made orally but must be submitted in text form by the third working day at the latest. A defect report may only be made by a knowledgeable person and must meet the following requirements:
a) exact description of the problem (error and expected behavior)
b) screenshot of the error message
c) a description of how the error can be
d) naming a competent contact person for the issue
12. The customer will support COREDINATE in identifying and rectifying defects and will immediately grant access to necessary information from which the circumstances of the defect's occurrence can be derived.
13. Before asserting claims for supplementary performance against COREDINATE, the customer will carefully check whether a defect subject to supplementary performance exists. If an alleged defect is not subject to the obligation of supplementary performance (apparent defect) or if COREDINATE incurs increased effort due to an insufficiently specific error report, the customer may be charged for the services provided for verification and error correction by COREDINATE at their respective valid remuneration rates plus incurred expenses, unless the customer could not have recognized the apparent defect even with the exercise of due care.
14. The rectification of defects by COREDINATE can also be carried out by telephone, written, or electronic instructions to the customer.
15. As long as the customer has not fully paid the remuneration due under the respective contract and has no legitimate interest in withholding the outstanding remuneration, COREDINATE is entitled to refuse supplementary performance.
16. COREDINATE is entitled to at least five attempts at supplementary performance within a reasonable period. The failure of a fifth attempt at supplementary performance does not necessarily mean the final failure of supplementary performance. COREDINATE is rather entitled to further attempts at supplementary performance within the set deadlines or given the circumstances of the individual case.
17. COREDINATE is fully liable for damages caused intentionally or through gross negligence, for fraudulent concealment of defects, for assuming a quality guarantee, for claims under the Product Liability Act, and for injury to life, body, or health.
18. For other damages, COREDINATE is only liable if a duty is violated whose compliance is of particular importance for achieving the purpose of the contract (cardinal duty).
19. In the case of slight negligence, liability is limited to the amount of foreseeable damage that is typically expected to occur.
20. Self-performance by the customer is excluded.
21. The place of performance for supplementary performance is the headquarters of COREDINATE.
22. The above liability provisions also apply to COREDINATE's vicarious agents.
23. Otherwise, liability is excluded.
§ 8 Cancellation of Appointments1. Changes to the agreed appointments for training or other services are possible for factual reasons, provided this is reasonable for the customer.
2. COREDINATE reserves the right to postpone individual appointments if they cannot be carried out due to the absence of an employee responsible for conducting the training. The affected appointment can be finally canceled by COREDINATE if it cannot be rescheduled.
3. If an appointment does not take place due to a cancellation by COREDINATE, COREDINATE will inform the customers immediately by email.
4. If an appointment is finally canceled by COREDINATE, no remuneration will be charged. If it has already been paid, a refund will be made. A cash payment is not possible.
5. An agreed appointment must be canceled by the customer at least 48 hours before the start. Otherwise, the full remuneration is due.
6. If a booked appointment is repeatedly canceled by the customer, no further appointment needs to be offered. The claim for payment for the appointment remains, unless it is demonstrably not the customer's fault.
7. If a booked appointment is terminated by the customer, there is no claim for reimbursement of any payments made, unless the customer proves that the termination was not their fault.
8. Otherwise, the contract for conducting training is not subject to ordinary termination. The contract can be terminated by both parties for good cause without notice.
§ 9 Usage Rights1. All rights to any content, including licenses and rights to the software used, acquired or used by COREDINATE for service provision, belong exclusively to COREDINATE in the relationship between the contracting parties, unless rights are granted to the customer according to these T&S or another agreement.
2. The customer receives a revocable, simple, time-limited to the contract duration, non-exclusive, non-transferable, and non-sublicensable right to use the software, according to the contractually agreed and intended use. For recurring services, the usage rights only transfer to the customer upon full payment of the respective monthly remuneration.
3. COREDINATE is entitled to use any development and know-how from orders/developments freely in further orders and to exploit them at their discretion.
4. The customer has no claim to disclosure and/or transfer of the source code, unless mandatory legal regulations oppose this.
5. The content stored by the customer on the storage space intended for them may be protected by copyright and data protection law. The customer hereby grants COREDINATE the right to make the content stored on the server accessible to the customer via the Internet upon their request and, in particular, to reproduce and transmit it for this purpose and to reproduce it for data backup purposes.
6. Upon termination of the contractual relationship, the customer is obliged to return all original data carriers as well as the complete documentation, materials, and other documents provided to them free of charge. COREDINATE may waive the return and order the deletion of provided programs and the destruction of the documentation. If COREDINATE exercises this option, they will expressly inform the customer. The customer must confirm the deletion and/or destruction to COREDINATE in text form.
7. The customer is expressly informed that they may not continue to use the software after the termination of the contractual relationship and that non-compliance constitutes a violation of the copyright of the rights holder.
§ 10 Retention of Title, Transfer of Risk1. COREDINATE retains ownership of the respective delivery item until full payment of all claims that have arisen by the time of the contract conclusion, the handover of the delivery item to the customer, or from the entire business relationship between the parties. As long as the retention of title exists, the customer may neither pledge the delivery item nor transfer it as security. In the event of seizures in favor of third parties, confiscations, or dispositions by third parties, the customer must point out COREDINATE's ownership and notify them immediately. Necessary costs incurred by COREDINATE due to a lawsuit filed by them under § 771 ZPO must be borne by the customer within the framework of the statutory cost and fee regulations if cost reimbursement cannot be obtained from the third party. The same applies to costs of other necessary measures and expenses. The customer is entitled to sell or process the delivery item in the ordinary course of business even before the transfer of ownership. In these cases, the following applies: In the event of resale, the customer hereby assigns to COREDINATE all claims in the amount of the final invoice amount (including VAT) that arise from the resale against their customers or third parties, regardless of whether the delivery item was resold without or after processing. In the case of co-ownership by COREDINATE, the assignment only covers a claim share corresponding to COREDINATE's co-ownership share. COREDINATE undertakes not to disclose the assignment and not to collect the claim themselves as long as the customer is not in default with their payment obligations. Under this condition, the customer remains authorized to collect the claim. The customer is obliged at any time to provide COREDINATE with comprehensive information about the claims against third parties from the resales.
2. In the case of a sale by dispatch, the risk passes to the customer upon handover to the transport company.
§ 11 Data Access, Data Use, Data Deletion1. In the context of the customer's use of the software and its authorized users, COREDINATE processes data generated by the use itself ("user-generated data"). This includes, in particular, master data (e.g., branches, customers, areas, checkpoints, employees), movement data (e.g., checkpoint scans, events, task completions, working hours, location data), and technical data (e.g., usage logs, device data, system data).
2. The customer is entitled to access the user-generated data concerning them at any time. COREDINATE provides the customer with readily available data - as far as technically feasible - in a structured, common, and machine-readable format (e.g., CSV, JSON, XML). Access is via the customer portal or upon request in text form. The provision is free of charge and within 14 calendar days after the request, unless a shorter period must be observed due to legal requirements.
3. Upon the customer's instruction, COREDINATE transmits the user-generated data to a third party designated by the customer, provided that their identity can be clearly established and the transmission is legally permissible. COREDINATE may refuse the transmission in whole or in part if there are legitimate interests, business secrets, data protection requirements, or mandatory legal provisions opposing it.
4. COREDINATE uses user-generated data exclusively for contract fulfillment, system maintenance, function assurance, product improvement, and to fulfill legal obligations. Further use, especially for training AI systems or commercial exploitation by third parties, occurs only with the customer's express consent or due to legal obligation.
5. If user-generated data contains personal data, the customer is the controller within the meaning of the GDPR. The customer undertakes to inform affected persons about the processing according to Art. 13 GDPR and to obtain necessary consents. COREDINATE acts as a processor within the meaning of Art. 28 GDPR; the conclusion of a data processing agreement (DPA) is a mandatory prerequisite for using the software.
6. After the termination of the contract, COREDINATE provides the customer with all user-generated data for a period of 30 calendar days in a structured, common, and machine-readable format. After this period, the data will be deleted unless there are legal retention obligations or the customer has previously agreed to an extension.
7. Unless otherwise agreed, COREDINATE stores the data processed or generated in the context of using the software, especially movement and technical data, for a period of three years. After this period, COREDINATE is entitled to delete this data, provided there are no legal or contractual retention obligations or legitimate interests, such as in the case of asserting or defending legal claims, opposing it. COREDINATE will inform the customer about the impending deletion at least 1 month in advance. The customer can object to the deletion within 2 weeks of receiving the notification in text form if it would violate their legitimate interests from the data processing agreement. The customer is obliged to secure their data in a timely manner before the storage period expires. Early deletion can be carried out at the customer's instruction in text form.
§ 12 Change of provider, data portability1. The customer is entitled to switch to another provider covering the same type of service at any time and regardless of an agreed minimum contract term, or to request the transfer of all exportable data and other elements, including applications for which the customer has a usage right ("digital assets"), to the ICT infrastructure in the customer's own premises. The transition period for transferring the data in the sense of sentence 1 is 30 calendar days from the expiration of the notice period according to paragraph 2. A service of the same type is assumed if the service has the same main objective and the same service model for data processing as well as the same main functions as the service from COREDINATE.
2. The notice period for initiating the provider change is 2 months. The other termination provisions for the contract remain unaffected by this regulation.
3. If the transition period according to paragraph 1 is technically not feasible, COREDINATE will inform the customer within 14 working days after the request for the change, justify this assessment, and provide an alternative transition period that must not exceed seven months.
4. The customer is entitled to extend the transition period once for a period they consider appropriate for their own purposes.
5. If the provider change occurs before the end of the regular agreed contract term and leads to an early termination of the respective contract, the customer must pay COREDINATE a compensation payment in the amount of the outstanding fees for the respective remaining term of the contract.
6. COREDINATE will support the customer's exit strategy relevant to the contractually agreed services or performance obligations, especially by providing the relevant information for this purpose.
7. During the transition period in the sense of paragraph 1 sentence 2, COREDINATE supports the customer by
a) providing reasonable support to the customer and authorized third parties in executing the change,
b) acting with due diligence to maintain business continuity and continue the contractual services,
c) informing the customer about known risks to the uninterrupted provision of services,
d) ensuring an appropriate level of security during the change, especially during data transfer and access.
8. COREDINATE provides the customer with the following information:
a) a list of all categories of data and digital assets that can be transferred during the change execution, including all exportable data (Appendix 1 of these terms).
b) a list of data categories specific to the internal operation of COREDINATE's service and excluded from the exportable data according to paragraph 8 letter a) due to the risk of violating COREDINATE's business secrets (Appendix 2). However, this only applies if such exceptions do not hinder or delay the provider change.
9. After the transition period, the customer has the opportunity to retrieve their data for 30 calendar days ("retrieval period"). During the retrieval period, the security level according to paragraph 7 letter d) remains in place.
10. No later than after the expiration of the notice period, the customer must inform COREDINATE whether they
a) switch to another provider and, in this case, provide the necessary information about the new provider;
b) transition to an ICT infrastructure in their own premises or
c) request the deletion of their exportable data.
11. The contract is considered terminated concerning the exportable data once the change is successfully completed or after the expiration of the notice period, provided the customer instead requests the deletion of their data. The customer will be separately informed by COREDINATE about the termination of the contract.
12. COREDINATE deletes all exportable data and digital assets directly generated by the customer or directly related to them after the retrieval period or after an agreed alternative period, provided the change has been successfully completed and there are no legal retention obligations opposing it. Upon request, COREDINATE will confirm the deletion in writing to the customer.
13. The costs for any change fees are regulated as follows:
a) Until January 12, 2027, COREDINATE may charge reduced fees for executing the change, which correspond exclusively to the directly attributable, verifiable costs.
b) From January 13, 2027, no fees will be charged for executing the change.
c) Additional services beyond the legal minimum obligations (e.g., accelerated migration, conversions into special formats, project-related support) must be ordered separately and will be billed according to the applicable remuneration rates.
§ 13 Force MajeureCOREDINATE is exempt from the obligation to perform in cases of force majeure. Force majeure includes all unforeseen events and events whose effects on contract fulfillment are not attributable to either party. These events include, in particular, pandemics, epidemics, lawful industrial actions, even in third-party companies, and official measures.
§ 14 Final Provisions1. The exclusive place of jurisdiction for all disputes arising from or in connection with the contractual relationship is the registered office of COREDINATE in Germany.
2. The customer can only offset counterclaims if they are undisputed or legally established.
3. Changes or additions to the respective contract require at least text form to be effective. There are no oral side agreements.
4. The following appendices are part of these terms and conditions and are considered included in the contract unless otherwise agreed in detail:
a) Appendix 1: List of categories of transferable data
b) Appendix 2: List of non-transferable data
5. Should any provision of this agreement be invalid or become invalid during the contract term, this
agreement shall remain unaffected in all other provisions and shall continue unchanged. The invalid provision shall
be replaced by another permissible provision that comes closest to the meaning and purpose of the invalid
provision.