UNITED SIGNALS

UNITED SIGNALS – FLOWNIQ


Software Solutions for Digital Workflows & Business Control Centers

– Terms of Use –

  • § 1 Definitions
  • § 2 Attachments
  • § 3 Subject Matter of the Agreement
  • § 4 Conclusion of Contract; Order of Precedence
  • § 5 Services of UNITED SIGNALS, Availability
  • § 6 Data Protection Law
  • § 7 Internet Presences and Information Obligations
  • § 8 General Obligations and Liability of Licensee
  • § 9 Use of Content of Licensee and its End Customers
  • § 10 Remuneration
  • § 11 Contact Person, Communication
  • § 12 Limitation of Liability
  • § 13 Intellectual Property, Access and Usage Rights
  • § 14 Confidentiality
  • § 15 Term and Termination
  • § 16 Indemnification by Licensee
  • § 17 Offsetting
  • § 18 Subcontractors
  • § 19 Applicable Law, Place of Jurisdiction
  • § 20 Miscellaneous, Final Provisions
  • Exhibit 1 – Service Description Workflow Tool
  • Exhibit 1a – Service Description Applications (Flows) Created With The Workflow Tool
  • Exhibit 2 – Service Description Business Control Center
  • Exhibit 3 – Data Protection

 

Preamble

UNITED SIGNALS GmbH, Kennedyallee 93, 60596 Frankfurt am Main, Germany (hereinafter “UNITED SIGNALS”) develops and operates a Workflow Tool including a Business Control Center, which provides paperless functionalities in the area of onboarding, contract management, the identification of persons by a third party and other use cases. The Workflow Tool and the Business Control Center enable companies to have individualized and professional contact with potential End Customers and support the internal administration and processing of processes by employees.

End Customers of Licensee may enter into contractual relationships with Licensee via the Tool. UNITED SIGNALS shall in no case become a contractual partner of the End Customers and shall not become a party to contracts between Licensee and its End Customers.

Against this background, UNITED SIGNALS grants Licensee the use of the Workflow Tool and the Business Control Center on the basis of this Agreement.

§ 1 Definitions

(1) Workflow Tool means a software tool created by UNITED SIGNALS, which can be accessed online by Licensee and its End Customers and interested parties and through which Licensee can obtain data from interested parties and customers and fill out forms and conclude contracts in a paperless manner. The Tool is hosted by UNITED SIGNALS, unless a separate agreement to be concluded between the Parties expressly provides for hosting by Licensee, and can be integrated into Licensee’s Internet Presence by means of a link. The Tool enables Licensee to use predefined functionalities in the area of paperless forms and workflows, e.g., for the conclusion of contracts (including account opening for account contracts), as well as customer identification by a service provider specified by UNITED SIGNALS or Licensee and/or to be commissioned by Licensee. Licensee alone is the provider of the services available to End Customers via the Tool. The Workflow Tool can be purchased either with Manager Function or with manager and additional Editor Function.

(2) Manager Function means the Tool’s function which enables Licensee to access workflows and the Business Control Center of the Workflow Tool in accordance with the contractual terms of use. The Manager Function does not give Licensee access to the Editor platform (development platform) of the Workflow Tool.

(3) Editor Function means the Tool’s function which enables Licensee to access the Editor platform (development platform) of the Workflow Tool in order to create and edit workflows itself.

(4) Business Control Center means a software tool created by UNITED SIGNALS, which Licensee can access online with password protection and via which the customer data and contracts entered in, for example, the Workflow Tool can be viewed by End Customers and validated using predefined functionalities. The tool is hosted by UNITED SIGNALS and can be integrated into Licensee’s Internet Presence via a link.

(5) End Customers means persons who, as customers or potential future customers of Licensee, can access Licensee’s Internet Presence and workflows of the Workflow Tool booked by Licensee and make use of the services offered via such Tool. Contractual relationships between End Customers and UNITED SIGNALS are not established through the use of the booked Tools by Licensee and this Agreement.

(6) Internet Presence means Internet pages that are operated and made publicly accessible by Licensee or a third-party user and that link to the Tools that Licensee has booked. Licensee, who operates the web presence, acts as a service provider to third parties with regard to the website and the Tools linked to it.

(7) Platform means the platform consisting of the servers provided by UNITED SIGNALS, including output routers, on which the booked Tools are hosted. The sum of the individual hardware and software elements of the Platform are the “Platform Systems”. The Platform and the Tools are considered technology carriers for Licensee’s offers.

(8) Tool(s) means, together or individually, the Workflow Tool and the Business Control Center.

§ 2 Attachments

The following exhibits are attached to this Agreement upon signature and form an integral part of the Agreement:

  1. Service description of the Workflow Tool

  2. Service description of the Business Control Center

  3. Data protection

Depending on the sector to which Licensee belongs, the Parties shall include an addendum to provide for sector-specific regulatory requirements as Exhibit 4.

In the event of conflicts between the provisions of this Agreement and the aforementioned exhibits, the provisions of the respective exhibit shall take precedence insofar as the subject matter of the exhibit is affected.

§ 3 Subject Matter of the Agreement

(1) The subject matter of this Agreement is the making available of the Tools hosted on the Platform by UNITED SIGNALS for the purposes of Licensee in accordance with the provisions of this Agreement (hereinafter “Services”).

(2) The subject of the Services are the respective current versions of the Tools. The Licensee has no claim to the use of a specific version of the Tool made available within the framework of this Agreement. UNITED SIGNALS may change the Tools as well as the Platform Systems in the course of improvements, further developments, bug fixing and extensions at its own discretion, also during the term of this Agreement, provided that such changes are not to Licensee’s unreasonable disadvantage (e.g., through significantly changed user guidance).

(3) Only Licensee shall be the provider of the Internet Presence assigned to it and operated by it, in which the Tools booked by Licensee are integrated. Under no circumstances will UNITED SIGNALS act as a platform or service provider to End Customers or other third parties.

(4) This Agreement does not establish any legal relationship between the End Customer and UNITED SIGNALS or between other contractual partners of Licensee (such as third-party users) and UNITED SIGNALS. In particular, this Agreement does not establish any claims of End Customers or other third parties against UNITED SIGNALS (no contract in favor of third parties).

(5) Conflicting or additional contractual conditions of Licensee shall only apply if UNITED SIGNALS expressly confirms their validity in writing.

(6) UNITED SIGNALS offers Services exclusively to entrepreneurs within the meaning of § 14 BGB (German Civil Code).

§ 4 Conclusion of Contract; Order of Precedence

(1) A contract is concluded when an order is placed via the UNITED SIGNALS web portal in accordance with paragraph (2) below, otherwise by acceptance of the offer submitted to Licensee by UNITED SIGNALS, but at the latest by the making available of the access data to the Services to Licensee (hereinafter “Individual Contract”).

(2) If Licensee purchases Services from UNITED SIGNALS via the UNITED SIGNALS web portal, the following provisions shall apply to the conclusion of the Individual Contract and the ordering process:

a. Orders placed by Licensee constitute a binding offer to use the Services in accordance with the information provided in the ordering process and these Terms of Use (hereinafter “General Terms and Conditions” or “GTC”).

b. As soon as Licensee has submitted an order, UNITED SIGNALS shall send Licensee an email with confirmation of receipt and details of the order and the content of the contract. Such confirmation of receipt of the order does not constitute acceptance of the offer. The Agreement between UNITED SIGNALS and Licensee shall only come into effect with a separate declaration of acceptance in text form to Licensee, but at the latest by the making available of the access data for the Services to Licensee.

c. The ordering process comprises the following steps: The Licensee selects the desired Tool in the web portal. In the next step, Licensee can order the Services by clicking on the order button displayed at the bottom of the page. During the order process, Licensee always has the option to cancel the order process or to check the data he has entered and change it if necessary.

d. UNITED SIGNALS saves the text of the order and the associated GTC. The GTC are displayed to Licensee during the order process and are linked for download. They can be saved and printed by Licensee by clicking on the corresponding save or print commands. The GTC are available in German and English.

(3) If these GTC and an Individual Contract contain different provisions on the same subject matter, the provision in the Individual Contract shall take precedence.

§ 5 Services of UNITED SIGNALS, Availability

(1) The features of the Workflow Tool and the Business Control Center in the version current at the time of conclusion of the Agreement are set out in the service description in Exhibits 1 and 2. UNITED SIGNALS shall notify Licensee of any changes to the features made in the course of further product development.

(2) UNITED SIGNALS reserves the right to restrict or refuse the use of the booked Tools by certain third-party users if UNITED SIGNALS is aware of, or has reasonable grounds to suspect, that the third-party user in question is violating applicable law or is using or intends to use the booked Tools for illegal purposes or is violating the rights of third parties. However, UNITED SIGNALS is expressly NOT obliged to carry out any kind of examination or other investigations in this respect.

(3) The availability of the Platform is determined as follows:

a. UNITED SIGNALS will carry out the necessary maintenance work on the Platform at weekends from Friday, 10 p.m. to Sunday, 11 p.m. Central European Time (maintenance window). During such maintenance windows, the Platform may be completely or temporarily unavailable for some Services on the Internet.

b. UNITED SIGNALS shall make the Platform and the Services that can be accessed via it, including the Tools booked by Licensee, available on the Internet with an availability of at least 98% per calendar month. The times of the maintenance windows are not included in the calculation of availability. UNITED SIGNALS may also restrict access to the Platform and the Services that can be accessed via it outside the maintenance windows, insofar as it is required to maintain the security of the Platform operation and/or the network integrity, in particular for the avoidance of serious disruptions to the network, the software or data.

c. UNITED SIGNALS shall notify Licensee of planned service work that affects availability and lasts longer than 2 hours in advance by sending a message to an email address to be specified by Licensee.

(4) The transfer point for the Services is the interface between the servers on which the Platform(s) are hosted and the Internet.

(5) Licensee is responsible for informing the End Customers in an appropriate manner of the availability specified in this provision and of any financial risks associated with (partial) unavailability, depending on the Services offered via the Internet Presence and the Tools booked.

(6) The Tools or parts thereof booked by Licensee are not made available to Licensee for use outside of the Platform (use on premise).

§ 6 Data Protection Law

(1) UNITED SIGNALS complies with the provisions of the applicable data protection law. For personal data of Licensee’s End Customers, which Licensee collects, processes or uses via the Platform(s) or via the integration and use of the booked Tools, however, only Licensee (or the direct or indirect client of Licensee, as applicable) is the controller within the meaning of German and European data protection law. A separate Data Processing Agreement (DPA) is concluded between Licensee and UNITED SIGNALS. Such DPA becomes an integral part of this Agreement.

(2) Licensee shall ensure that personal data of its customers is collected and processed only in accordance with the applicable data protection laws and, in particular, to inform its customers about the type, scope and purpose of the collection and storage of their data via the Platform or the use of the Tools in accordance with the applicable data protection laws. For the purpose of supporting Licensee, Exhibit 3 (“Data Protection”) includes information provided by UNITED SIGNALS, which, however, does not constitute legal advice and only contains exemplary information. It remains the responsibility of Licensee to ensure compliance with its data protection and other legal obligations and, if necessary, to obtain the necessary information from UNITED SIGNALS on the functioning of the Tools. Licensee shall ensure that only those functions of the Tools are used whose use within the scope of Licensee’s Services does not violate the applicable data protection regulations.

§ 7 Internet Presences and Information Obligations

Licensee operates its Internet Presence as the legally responsible entity and service provider itself and in its own name.

(1) Licensee is obliged to make it clear through appropriate information texts on the Internet Presence and the front end of the booked Tools that Licensee (and not UNITED SIGNALS) is their operator and service provider. In particular, Licensee shall provide an imprint in accordance with the legal requirements.

(2) Licensee is aware that there are legal obligations to provide information for the operation of platforms on the Internet. Licensee is responsible for complying with all statutory information obligations for the operation of its Internet Presence and the booked Tools. Licensee shall provide all information, notices and instructions required by law and this Agreement. UNITED SIGNALS is expressly not responsible for the legal conformity of the Internet Presence operated by Licensee or the front end of the booked Tools. The liability of UNITED SIGNALS for workflows created by UNITED SIGNALS remains unaffected by this.

(3) Services that can be accessed via the Internet Presence may constitute a legally regulated service requiring a license, e.g., financial services. Such service is offered by Licensee or one of its contractual partners. Licensee or its contractual partner is solely responsible for the licensing of such service and compliance with regulatory and other legal obligations in the countries in which Licensee or its contractual partner offers the Services.

(4) The Services that can be accessed via the booked Tools may require mandatory services from third-party companies (in particular the identification of End Customers). Third-party companies are commissioned exclusively by Licensee or its contractual partners, unless otherwise agreed separately. A contractual service relationship between third-party companies and UNITED SIGNALS or an obligation to establish such a service relationship is expressly not established by this Agreement.

Licensee is aware that the above conditions of this § 7 also apply accordingly to Internet Presences operated by third-party users. Licensee will inform the third-party users accordingly.

§ 8 General Obligations and Liability of Licensee

(1) Licensee is obliged:

a. to provide UNITED SIGNALS with all information that UNITED SIGNALS requires for the fulfillment of its contractual obligations;
b. not to reproduce, copy or resell the booked Tools;
c. not to access the Platform without authorization and/or to hinder or interrupt the following:
 i. any part of the Platform;
 ii. the server infrastructure or the network via which the booked Tools are made accessible;
 iii. any software used in connection with the provision of the Platform(s);
d. to use the functions of the booked Tools only for legally permissible purposes and for the purposes provided for in this Agreement;
e. not to use the functions of the booked Tools:
 i. in any way that conflicts with applicable national or international data protection laws;
 ii. in any fraudulent manner or with unlawful or fraudulent consequences; or
 iii. to knowingly transmit or introduce any viruses, Trojan horses, worms, logic bombs, keystroke loggers, spyware, adware, denial of service attacks or other malware or program code that is harmful or technologically harmful or designed to damage or otherwise adversely affect the server infrastructure, content, software or performance of the Platform or the functionality of any other software or hardware;
f. not to modify, further develop, repair or maintain the Platform and the booked Tools and not to allow other persons who are not authorized by UNITED SIGNALS to do so; and
g. if Licensee purchases a Workflow Tool with Editor Function, not to create more than the contractually agreed number of workflows.

(2) Licensee shall ensure that the exercise of its rights and obligations under this Agreement is in accordance with the applicable laws and regulations and, in particular, that its business activities are conducted in accordance with legal provisions relating to the prohibition of money laundering and the financing of terrorist activities.

(3) Licensee shall contractually ensure that its contractual partners, including End Customers and third-party users, also do not violate the provisions of paragraphs (1) and (2). If Licensee becomes aware of violations or has a justified suspicion of violations, Licensee shall inform UNITED SIGNALS immediately and comprehensively in text form. Licensee shall be liable to UNITED SIGNALS for all damage caused to UNITED SIGNALS by breaches of the provisions of paragraphs (1) to (2) by its contractual partners and shall be responsible to UNITED SIGNALS for their actions in this respect.

(4) In the event of breaches of the obligations specified in the above paragraphs, UNITED SIGNALS is entitled to suspend access to the Services temporarily or permanently. UNITED SIGNALS will inform Licensee of the aforementioned measures in advance, unless legal requirements, the security of the Platform or the protection of others make immediate suspension necessary. When deciding on suspension, UNITED SIGNALS will take appropriate account of the legitimate interests of Licensee.

§ 9 Use of Content of Licensee and its End Customers

(1) Licensee grants UNITED SIGNALS the right to store, reproduce, modify and make available, including the right to sublicense, the files and other content, including trademarks and other marks, uploaded to the Platform by Licensee or its contractual partners, including third-party users and End Customers, insofar as these are capable of being protected, worldwide and for the duration of this Agreement, insofar as this is necessary for the fulfillment of UNITED SIGNALS’ contractual obligations.

(2) Licensee assures that the use of the content as well as trademarks and other marks in accordance with paragraph (1) above does not infringe any rights, in particular copyrights and trademark rights of third parties.

(3) UNITED SIGNALS will not view or monitor transmitted or stored information. In the event of sufficiently concrete indications or knowledge of illegal files and other content, UNITED SIGNALS shall take the necessary measures to end the illegal situation. Licensee may not assert any claims against UNITED SIGNALS on the grounds of such measures.

§ 10 Remuneration

(1) Licensee shall pay UNITED SIGNALS the fees agreed in the Individual Contract for the Services. Unless otherwise specified in the Individual Contract, the fees for the initial term are due for payment within 14 (fourteen) days of receipt of the invoice and the fees for extension terms are due for payment in advance before the start of the contractual year.

(2) UNITED SIGNALS is entitled to adjust the amount of remuneration appropriately on an annual basis. In the event of an adjustment, UNITED SIGNALS shall take into account cost changes that have occurred in the meantime in the area of wages, salaries and costs of the acquisition of IT services. An adjustment shall take effect on the date specified by UNITED SIGNALS, but at the earliest one month after Licensee’s receipt of the notification of the adjustment. In the event of an increase in fees of more than 5% in each case, Licensee shall be entitled to terminate the Agreement extraordinarily. The termination must be declared in writing immediately after receipt of the notification of the increase with effect from the date on which the increase takes effect.

(3) All prices are net prices plus the applicable statutory VAT.

§ 11 Contact Person, Communication

(1) The Parties shall each appoint a contact person and a deputy as permanent contact persons for all matters relating to the contractual cooperation and provide to each other their contact details. Each Party shall ensure that the contact person and their deputies appointed by it can effectively make, transmit and receive all declarations relating to the contractual cooperation on its behalf.

(2) The Parties are free to replace the contact persons and their deputies. They shall notify the other Party thereof in text form, stating the names and contact details of the newly appointed persons, at least 5 (five) working days before the intended replacement.

(3) All declarations of intent and other notifications to be made to the other Party in accordance with this Agreement shall be transmitted in text form, unless another form is expressly stipulated. The receipt of a declaration by the recipient shall be decisive for compliance with deadlines under this Agreement.

§ 12 Limitation of Liability

UNITED SIGNALS shall be liable, irrespective of the legal grounds, exclusively in accordance with the following provisions.

(1) The strict liability for damages of UNITED SIGNALS for defects in the Services already existing at the start of the Agreement is excluded. Otherwise, the liability for damages of UNITED SIGNALS, including the liability for defects of the Services, shall be governed by statutory law, modified by the following provisions of this § 12.

(2) Unless otherwise agreed between the Parties, UNITED SIGNALS shall be liable without limitation for intent and gross negligence. UNITED SIGNALS shall only be liable for slight negligence in the event of a breach of an essential contractual obligation, the fulfillment of which makes the proper execution of the contract possible in the first place and on the observance of which Licensee may regularly rely (cardinal obligation). In the event of such liability for slight negligence, UNITED SIGNALS shall only be liable for foreseeable damages, the occurrence of which must typically be expected. This also applies to loss of profit and loss of savings.

(3) The limitation of liability of UNITED SIGNALS does not apply in the event of injury to life, limb and/or health and in the event of liability under the Product Liability Act.

(4) UNITED SIGNALS shall not be liable for events of force majeure, which make the Services impossible or also only significantly impede or temporarily hinder the proper execution of the Agreement. Force majeure shall include all circumstances which are independent of the will and influence of the Parties, such as terrorist attacks, embargo, confiscation, natural disasters, strikes, decisions by the authorities or other serious and unforeseeable circumstances for which the Parties are not responsible. A circumstance shall only be considered force majeure if it occurred after the conclusion of the Agreement.

(5) Furthermore, UNITED SIGNALS shall not be liable for disruptions and loss of quality of data transmission on the Internet for which UNITED SIGNALS is not responsible and which impede or prevent the use of the Platform(s) and the Services that can be accessed via it by Licensee, third-party users or End Customers.

(6) Insofar as the liability of UNITED SIGNALS is excluded or limited, this shall also apply to the liability of employees, other staff, representatives and vicarious agents of UNITED SIGNALS.

§ 13 Intellectual Property, Access and Usage Rights

(1) UNITED SIGNALS and its licensors are entitled to all property rights to the booked Tools, including copyrights, trademark rights, or other marks and know-how, if any. This Agreement does not grant Licensee any copyright usage rights to the booked Tools. Licensee undertakes not to challenge the aforementioned property rights of UNITED SIGNALS for the duration of this Agreement and 12 (twelve) months thereafter, nor to have them challenged by third parties or to support third parties in challenging them in any way.

(2) UNITED SIGNALS grants Licensee the right to access the Platform(s) and to use the booked Tools to the extent specified in this Agreement, in each case exclusively for the pursuit of its own business purpose, unless expressly agreed otherwise between the Parties, and in accordance with the provisions of this Agreement.

(3) If Licensee purchases a Workflow Tool with Editor Function, Licensee is entitled to use the Workflow Tool to create the contractually agreed number of workflows and to host these on the Platform during the term of the license, for linking to them from an Internet Presence.

(4) UNITED SIGNALS remains entitled to any other use of its software programs, ideas, concepts, experience, tools, program development modules, techniques and other work results used or developed by UNITED SIGNALS or UNITED SIGNALS’ licensors in and outside the creation of workflows. In particular, Licensee shall not derive any rights from the development of its own workflows against developments made by UNITED SIGNALS or third parties on behalf of UNITED SIGNALS.

(5) Licensee is obliged to treat the access data to the Platform provided to Licensee as strictly confidential, to protect it against access by unauthorized persons by means of state-of-the-art measures and not to pass it on to third parties under any circumstances. Furthermore, Licensee is obliged to inform UNITED SIGNALS immediately if Licensee becomes aware of circumstances which give rise to the suspicion that unauthorized persons have gained access to data or have accessed the Platform without authorization. In such cases UNITED SIGNALS is entitled to suspend access until access security is restored. When deciding on suspension, UNITED SIGNALS shall take appropriate account of the legitimate interests of Licensee.

§ 14 Confidentiality

(1) The Parties agree to maintain confidentiality about this Agreement, its content and its exhibits as well as all information marked as confidential for an unlimited period of time.

(2) Such confidential information is exempt from this obligation:

a) which was demonstrably already known to the recipient when the Agreement was concluded or which subsequently become known to the recipient from a third party without violating a confidentiality agreement, statutory provisions or official orders;
b) which are publicly known at the time of conclusion of the Agreement or are made publicly known thereafter, insofar as this is not based on a breach of the Agreement;
c) which must be disclosed due to legal obligations or by order of a court or authority. As far as permissible and possible, the recipient obliged to disclose will inform the other Party in advance and give it the opportunity to take action against the disclosure.

(3) The Parties shall only grant access to confidential information to consultants who are subject to professional secrecy or who have previously been subject to obligations corresponding to the confidentiality obligations of this Agreement. Furthermore, the Parties shall only disclose confidential information to those employees who need to know it for the execution of this Agreement and shall oblige these employees to maintain confidentiality to the extent permitted by labor law.

§ 15 Term and Termination

(1) Licensee’s right to use the Services (hereinafter “Service Term”) begins when the Services are provided and made available for use by Licensee. The Service Term ends at the end of the minimum term specified in the Individual Contract (hereinafter “Initial Term”) and is extended by further 12-month terms (each a “Renewal Term”) if the Agreement is not terminated by either Party with a notice period of 3 (three) months to the end of the Initial Term or the Renewal Term. Termination is subject to the text form.

(2) The right of both Parties to extraordinary termination for good cause remains unaffected. Good cause for UNITED SIGNALS shall be deemed to exist in particular if Licensee breaches its obligations under §§ 7, 8, 9, 13 or 14.

(3) UNITED SIGNALS will switch off or take offline the booked Tools and all Services offered via them when a termination in accordance with paragraph (1) or (2) takes effect. Licensee must ensure that this is taken into account in its contractual relationships with third parties (in particular End Customers). UNITED SIGNALS shall keep data available to Licensee on its servers for download by Licensee for one month after the termination takes effect and then delete it.

(4) The provisions of §§ 7, 8, 9, 13, 14, 16, 17 and this § 15 itself shall remain in force between the Parties even after termination of this Agreement.

§ 16 Indemnification by Licensee

(1) Licensee shall indemnify UNITED SIGNALS against all claims of third parties which are based on a culpable breach of the obligations of Licensee and the prohibitions concerning Licensee as set forth in §§ 7, 8, 9 or 13 of this Agreement or on any other culpable illegal use or use contrary to this Agreement by Licensee, or with Licensee’s approval, of the Services offered by UNITED SIGNALS. Such indemnification includes the assumption of the costs of the legal defense of UNITED SIGNALS (including court and lawyer’s fees in the statutory amount). If Licensee recognizes or must recognize that such violation is imminent, Licensee is obliged to inform UNITED SIGNALS immediately.

(2) In the event of a claim by a third party, Licensee is obliged to provide UNITED SIGNALS immediately, truthfully and completely upon first request with all information necessary for the examination of the claims, also with regard to an indemnification and defense.

(3) Any further claims of UNITED SIGNALS against Licensee shall remain unaffected.

§ 17 Offsetting

Licensee may only offset claims of UNITED SIGNALS against Licensee with undisputed or legally established claims.

§ 18 Subcontractors

UNITED SIGNALS is entitled to engage subcontractors for the provision of Services. UNITED SIGNALS remains responsible to Licensee for the provision of Services in accordance with this Agreement.

§ 19 Applicable Law, Place of Jurisdiction

(1) This Agreement shall be governed by German law with the exception of its provisions on the choice of law, which would lead to the application of another jurisdiction. The application of the CISG (“UN Convention on Contracts for the International Sale of Goods”) is excluded.

(2) Disputes arising out of or in connection with this Agreement shall, to the extent permitted by law, be subject to the exclusive jurisdiction of the courts at the registered office of UNITED SIGNALS. UNITED SIGNALS is also entitled to take legal action at the registered place of Licensee or any other competent court.

§ 20 Miscellaneous, Final Provisions

(1) There are no verbal collateral agreements between the Parties. Amendments or changes to this Agreement must always be made in writing or in a documented electronic format.

(2) UNITED SIGNALS is entitled to transfer the Agreement to a company affiliated with UNITED SIGNALS in accordance with §§ 15 ff. AktG as well as to a purchaser of the part of the company relating to the subject matter of the Agreement. Licensee hereby agrees to such a transfer of the Agreement.

(3) During the term of the Agreement, UNITED SIGNALS may amend the GTC in order to (1) adapt the GTC to new statutory requirements or a change in supreme court jurisdiction, (2) eliminate doubts of interpretation or (3) adapt the GTC to changed technological developments or market conditions. UNITED SIGNALS shall notify Licensee of such changes to these GTC in text form at least 4 weeks before the change comes into effect. If Licensee does not object to an amendment within 4 weeks of receipt of the notification, the amendments shall be deemed to have been effectively agreed. UNITED SIGNALS shall inform Licensee of the right of objection and the consequences of silence separately together with the information on the amendment.

(4) Should individual provisions of this Agreement and its exhibits be invalid or unenforceable in whole or in part or become invalid or unenforceable after conclusion of the Agreement, the validity of the remaining provisions shall remain unaffected. Instead, the Parties shall endeavor to agree on a replacement provision that comes as close as possible to the invalid or unenforceable provision in a legally permissible and economic manner. The above provisions shall apply accordingly in the event that the Agreement proves to be incomplete.

Exhibit 1 – Service Description Workflow Tool

The Editor Function enables the Licensee to create, edit, publish, and manage their own workflows within the Workflow Tool. Workflows are based on a modular form system and can be individually tailored to the requirements of the Licensee and their End Customers.

Functionalities of the Editor Platform

  • Access to the Editor Platform (development environment) for the creation and management of workflows

  • Creation of responsive workflows with support for large, medium, and small devices (mobile optimization)

  • Modular workflow structure

    • Page-based setup with a drag-and-drop form principle

    • Toolbox with the following element categories:

      • Content elements (e.g. text, images, dividers)

      • Form elements (e.g. input fields, dropdown lists, checkboxes)

      • Advanced elements (e.g. calculations)

 

CI Customization and Theming

  • Color schemes, fonts, and other design adjustments according to the Licensee’s brand identity

 

Multilingual Support and Translations

  • Integration of the subcontractor DeepL for automated translation into additional languages

 

Logic and Validation Functions

  • Conditional visibility of elements based on user interaction

  • Custom validations to check input values

 

Publishing Features

  • Direct publication of workflows as a URL

  • Two publication modes:

    • With registration page (authenticated flow)

      • End Users are prompted to enter an email address

      • Option to save and resume the process later

    • Without registration page (unauthenticated flow)

      • Open to anyone with the link

      • No re-entry possible if the browser is reloaded

 

Version Management When Editing Active Processes

Options to:

  • Reset active processes

  • Reset to a specific date

  • Overwrite active processes

 

Expression Language (EL)

  • Platform-native language for processing and referencing data within workflows

  • AI-supported code generation assistance wherever EL can be used

 

Integration of Data Destinations

  • PDF Files

    • Populate uploaded PDF templates with form data

    • Support for multiple variations using the “Fill PDF” action

  • RESTful APIs

    • Fetch and send data to external systems

    • Use API responses to prefill or display data within the workflow

  • Emails

    • Create dynamic email templates using mapped data inputs

    • Send emails with conditional triggers

 

Use of Optional Subcontractors

Integration of third-party providers for:

  • Digital signatures

  • Customer identification (e.g. video identification)

  • Data validation

 

 

Exhibit 1a – Service Description Applications (Flows) Created With The Workflow Tool

The above-mentioned functions constitute the entire range of functions that the platform can provide. In a specific application (flow), only those functions are available that have been activated as part of the individual configuration and the selected plan. UNITED SIGNALS reserves the right to make changes and enhancements to the functions.

The Licensee, their End Customers, and interested parties can access the workflow applications created with the Editor Function online. The Licensee can use it to collect data from interested parties and customers in a paperless manner, fill out forms, and conclude contracts.

The workflow application is technically capable of processing digital contracts in a legally binding manner, insofar as this is permitted under the applicable legal provisions. The Licensee is solely responsible for the accuracy, completeness, and legality of the contract content, texts, data, or other information specified/stored by the Licensee.

Range of Functions

  • Authentication & Security

    • One-time password (OTP) via email or SMS

    • User name/password

    • Single sign-on (SSO)

    • Two-factor authentication

    • Identity verification (e.g., video ID, eID, signature services)

    • Access restriction based on roles and permissions

  • Interaction & Navigation

    • Multi-page workflows

    • Single-step or multi-step processes

    • Progress bar

    • Page navigation (top or side)

    • Dynamic display of elements depending on user input

  • Data Processing & Integrations

    • Forms with validation

    • File upload/download

    • PDF generation

    • Connection to external APIs

    • Connection to internal systems

    • Data export to common formats (CSV, Excel, JSON, XML)

  • Communication & Notification Functions

    • Email dispatch

    • SMS notification

    • Webhooks

    • Push notifications (if technically possible)

  • Industry-Specific Modules

    • Finance: KOS connection, regulatory checks

    • Logistics: Tracking integration

    • Healthcare: GDPR-compliant health data processing

    • Additional industry-specific add-ons subject to availability

 

 

Exhibit 1a – Service Description Applications (Flows) Created With The Workflow Tool

The above-mentioned functions constitute the entire range of functions that the platform can provide. In a specific application (flow), only those functions are available that have been activated as part of the individual configuration and the selected plan. UNITED SIGNALS reserves the right to make changes and enhancements to the functions.

The Licensee, their End Customers, and interested parties can access the workflow applications created with the Editor Function online. The Licensee can use it to collect data from interested parties and customers in a paperless manner, fill out forms, and conclude contracts.

The workflow application is technically capable of processing digital contracts in a legally binding manner, insofar as this is permitted under the applicable legal provisions. The Licensee is solely responsible for the accuracy, completeness, and legality of the contract content, texts, data, or other information specified/stored by the Licensee.

Range of Functions

  • Authentication & Security

    • One-time password (OTP) via email or SMS

    • User name/password

    • Single sign-on (SSO)

    • Two-factor authentication

    • Identity verification (e.g., video ID, eID, signature services)

    • Access restriction based on roles and permissions

  • Interaction & Navigation

    • Multi-page workflows

    • Single-step or multi-step processes

    • Progress bar

    • Page navigation (top or side)

    • Dynamic display of elements depending on user input

  • Data Processing & Integrations

    • Forms with validation

    • File upload/download

    • PDF generation

    • Connection to external APIs

    • Connection to internal systems

    • Data export to common formats (CSV, Excel, JSON, XML)

  • Communication & Notification Functions

    • Email dispatch

    • SMS notification

    • Webhooks

    • Push notifications (if technically possible)

  • Industry-Specific Modules

    • Finance: KOS connection, regulatory checks

    • Logistics: Tracking integration

    • Healthcare: GDPR-compliant health data processing

    • Additional industry-specific add-ons subject to availability

 

 

Application Examples (Not Part of the Contract Unless Explicitly Booked)

  • Example 1 – Banking & Finance

    • Home page with email OTP

    • Form series for data collection in several steps

    • Automated KOS query

    • IDnow video identification

    • PDF generation and electronic signature

  • Example 2 – Logistics & Transportation

    • Login with company single sign-on

    • Entering shipment numbers

    • Real-time tracking via API integration

    • Generation of delivery notes as PDF files

  • Example 3 – Healthcare

    • Login with two-factor authentication

    • Recording of medical data with validation

    • GDPR-compliant storage in encrypted database

    • Export of reports in PDF format

 

 

Exhibit 2 – Service Description Business Control Center

The Business Control Center (BCC) is a web-based tool for viewing, managing, and validating End Customer processes captured via the Workflow Tool. Access is password-protected and restricted to users with the Manager Function.

Functionalities of the Business Control Center

  • Access Management

    • Access for users with the Manager Function

    • Each access is licensed under the operational model

    • For Enterprise customers:

      • Option to assign Custom Roles/Subroles (full Manager access required)

  • Workflow Process Management

    • Overview and management of all End Customer processes within the assigned flow groups

    • Inbox function for each individual flow with:

      • Tabular overview of all processes

      • Customizable column view based on elements from the underlying workflow

  • Process Detail View

    • Display of the current runtime evaluation of the workflow with populated data

    • Export features:

      • Process link (UUID-based)

      • Data export as CSV and XML

      • Audit log (Enterprise feature only)

  • Process Actions

    • Manual initiation of a new process from the BCC (invitation via email)

      • Optional pre-filling of the process manually or via XML file

    • Archiving/restoring individual or multiple processes

    • Status display per process according to progress

  • Functions for Approval Workflows

    • Ability to perform:

      • Corrections

      • Review requests

      • Approvals

    • Display of full review history

  • Action Results

    • Tabular overview of all actions executed within the workflow

    • Traceability and documentation per process

  • Document Management

    • Generated PDF files (including signed documents) are:

      • Accessible in the detail view

      • Downloadable directly from the inbox

 

 

Exhibit 3 – Data Protection

This exhibit serves to support Licensee in fulfilling its information obligations regarding the collection of data from End Customers and visitors to its website on the basis of the GDPR. However, this exhibit does not constitute legal advice, but only contains exemplary and legally unverified information. It remains the responsibility of Licensee to ensure compliance with its data protection and other legal obligations and, if necessary, to obtain further information from UNITED SIGNALS.

These statements assume that Licensee processes personal data within the scope of the GDPR. Licensee is the controller within the meaning of data protection law with regard to the personal data of its End Customers. UNITED SIGNALS acts as a processor and concludes a data processing agreement with Licensee.

UNITED SIGNALS shall store, within the framework of the provision of the Services and taking into account the deletion periods agreed with Licensee, the End Customer data entered by the End Customer or by Licensee in a database, to which Licensee and third parties authorized in accordance with Licensee’s instructions have access.

In addition, UNITED SIGNALS stores the following data to provide the Services:

1. Storage of Personal Data in the Audit Trail

  • Based on a separate agreement, UNITED SIGNALS stores the data entry history for each End Customer (so-called audit trail).

  • Such data include the time at which the End Customer made which entries (e.g., ticked a box).

  • In addition, UNITED SIGNALS stores for each End Customer if and when Licensee corrects such information in the database.

 

 

2. Storage of Usage Data without Personal Reference

  • UNITED SIGNALS collects usage data from End Customers and visitors to Licensee’s Internet Presence without processing personal data:

    • Click History of a Session: Information about which web pages were clicked in a session (completed visit) without reference to the visitor. Purely anonymized data that does not allow a visitor’s usage profile to be created.

    • Log Files: Recorded on the UNITED SIGNALS platforms to ensure stability and integrity. The IP address anonymization function is activated. UNITED SIGNALS provides a standard text for this purpose but is not responsible for legal correctness. Licensee may change this text and is responsible for its legal examination.

 

 

3. Processing of Personal Data by Selected Third-Party Services

 

 

4. Use of Cookies

  • Cookies are used on all Internet Presences linking to the booked Tools:

    • Technically necessary session cookies: Required to provide all website functions. If a visitor does not allow cookies, they cannot create an account. No personal data is stored, only an ID to recognize the visitor. Session cookies are automatically deleted when the browser window is closed.

  • UNITED SIGNALS provides a standard text for cookies but is not responsible for legal correctness. Licensee may change this text and is responsible for legal review.