RobShare Rental and Service Conditions (“Robot as a Service”)
1. RENTAL OBJECT AND DESCRIPTION OF SERVICES
1.1 The object of the rental and service contract (“Contract”) is the leasing of a robot by HAHN Robshare GmbH (“ROBSHARE”) as a service for a defined, requirements-oriented period of time (Robot as a Service) (“RaaS”). In their basic version, the leasing of the robot in question (“RaaS Robot”) and the provision of the services by ROBSHARE within the scope agreed with the customer (“RaaS Services”) constitute a uniform contract; the customer can book additional RaaS Services, which are to be compensated separately. The customer may only use the RaaS Services to be provided by ROBSHARE for the RaaS Robot in question.
1.2 The exact range of functions of the RaaS Services is dependent on the version of the system software and on technical progress. The customer is aware that the scope of functions of the RaaS Services can thus change over time. Therefore, the current scope of services offered by ROBSHARE in the context of RaaS Services, which is possible based on the technical equipment of the respective RaaS Robot, is agreed.
1.3 The customer may only use the RaaS Robot(s), including software and any additional components that have been agreed, in the facilities agreed by the parties.
1.4 The RaaS Robots are in a technically perfect and operable condition, as specified in the handover certificate to be compiled for handover according to Clause 9 of this Contract.
1.5 ROBSHARE conducts the leasing of the RaaS Robots and the provision of the RaaS Services for the RaaS Robots solely in accordance with the provisions of the Contract and the following Rental and Service Conditions. Deviating, contradictory or supplementary general terms and conditions of the customer shall not become part of the Contract, even upon knowledge thereof, unless their validity is expressly consented to in writing.
2. TERM AND TERMINATION
2.1 The term of the Contract runs for the agreed period, unless it is terminated at an earlier date in accordance with the provisions of this Contract.
2.2 An optional test period can be agreed between the parties. During the test period, the customer has the right to terminate the Contract within a period of two (2) weeks without specifying reasons, but without prejudice to its payment obligations as per Clause 3.
2.3 Each party is entitled to terminate the Contract with immediate effect for good cause.
2.4 In particular, good cause for ROBSHARE includes the following:
2.4.1 If the customer uses the RaaS Robot in a manner that contradicts the conditions of this Contract;
2.4.2 The customer uses an RaaS Robot in a facility other than the one that was agreed upon without the prior written consent of ROBSHARE;
2.4.3 The customer is in default on payment of the compensation on two (2) successive deadlines or defaults on a considerable portion of the compensation, or is in default on the payment of compensation in a period spanning more than two (2) deadlines in an amount that corresponds to no less than the compensation for two (2) months;
2.4.4 The assets of the customer deteriorate significantly (proven by downgrading by a renowned rating agency);
2.4.5 The customer or one of its creditors makes an application to open insolvency proceedings or similar proceedings, or the opening of such proceedings is rejected due to a lack of assets.
2.5 In the event of the actual or economic total loss of an RaaS Robot, the Contract relating to this RaaS Robot ends without termination; the Contract remains unaffected in all other respects. In this case, ROBSHARE is not obliged to replace or repair the RaaS Robot.
2.6 Every termination is only effective when provided in text form.
3. COMPENSATION AND PAYMENT
3.1 The customer shall pay ROBSHARE the agreed compensation specified in the quotation form for the use of ROBSHARE RaaS and for any additionally agreed ROBSHARE Services or licensing and additional fees.
3.2 Fees for additional services that are not agreed at the time at which the Contract enters into force will be negotiated and agreed separately by the parties, or – in the event that such an agreement does not exist – will be calculated in accordance with the price list of ROBSHARE that is applicable at the time at which the service was rendered; however, ROBSHARE is not obliged to render additional services that were not agreed at the time at which the Contract entered into force.
3.3 The compensation and any fees for additional services will be invoiced by ROBSHARE.
3.4 The customer shall pay the amount stated in the invoice in euros within 14 calendar days of receipt of the invoice issued by ROBSHARE. The amount shall be transferred to the bank account of ROBSHARE specified in the respective invoice.
3.5 All bank fees and transfer costs shall be borne by the customer.
4. OPERATION OF THE RAAS ROBOT
4.1 The customer is responsible for ensuring that the operating conditions are safe for an RaaS Robot, in particular with regard to a safe environment for operating an RaaS Robot. In particular, the customer shall ensure that all mandatory provisions in connection with the operation of an RaaS Robot that apply in the respective legal system are fulfilled and complied with, in particular all occupational safety provisions.
4.2 The customer must operate the RaaS Robots in accordance with the operating manuals provided by ROBSHARE and upon request of the customer and with the ROBSHARE safety information provided periodically (verbally and/or in writing), in particular in relation to the environment (temperatures, weather conditions, etc.) in which the respective ROBSHARE RaaS is to work. The customer may only use the RaaS Robots for the agreed application.
4.3 The RaaS Robots must be protected from excessive use; for example, the customer is obliged to observe all warnings of the RaaS Robots and to remedy the cause of the warning without delay. The customer is not entitled to modify the RaaS Robots without the prior written consent of ROBSHARE.
4.4 The customer shall only allow suitable, qualified and trained personnel to operate the RaaS Robots.
5. CUSTOMER’S OBLIGATIONS TO COOPERATE
5.1 In the event that RaaS Services are utilized, the customer must ensure that an internet connection with a sufficient data line is available (according to the specifications of ROBSHARE). The customer shall bear the connection costs.
5.2 The customer shall bear sole responsibility for procuring the required hardware (according to the specifications of ROBSHARE), insofar as certain hardware components that are not included in the scope of services are required for the provision of the RaaS Services.
5.3. The customer is responsible for ensuring that the RaaS Robots and the system software are maintained and in perfect technical condition, and that no modifications have been made to the installed system software without the consent of ROBSHARE.
5.4 The customer shall provide the trained specialist staff required for the utilization of the RaaS Services at its own expense. Furthermore, the customer undertakes to provide the deployed specialist staff with regular and sufficient training on the technical service facilities necessary for the RaaS Services.
5.5 The parties will take appropriate precautions according to the respective state of the art to prevent viruses from entering the software of the parties. Should viruses and other malware that can compromise the RaaS Services or be transferred to systems of the other party occur at one of the parties, the other party must be informed of this in writing without delay. The customer shall ensure that its data is regularly backed up (at least once a day). In the event of a loss of the customer’s data for which ROBSHARE is responsible, the liability of ROBSHARE is limited to the effort required to restore the data from the backup.
5.6 The customer undertakes to store access data and in particular passwords that are required for the use of the RaaS Services in a proper manner. They must be kept secret and may not be passed on to unauthorized third parties.
5.7 In the event of failure of the data transmission path between an RaaS Robot and the customer and/or between ROBSHARE itself and the customer, in particular due to disruption of the transmission paths and missing or insufficient data, ROBSHARE is released from its obligation to perform the RaaS Services.
5.8 The customer shall ensure that no persons are endangered – irrespective of in which form and at which stage – in connection with the performance of an RaaS Service at its premises. In cases in which an augmented reality service can potentially endanger persons and property, the customer must notify ROBSHARE that the intended measure can be performed without danger in accordance with its duty of supervision.
6. MAINTENANCE OF THE RAAS ROBOTS
6.1 ROBSHARE assumes responsibility for servicing and maintaining the RaaS Robots during the term of the Contract. Within the scope of these Rental and Service Conditions, the term “Maintenance” comprises all measures that are necessary to keep the RaaS Robots in the condition specified in the respective Contract, prevent damage and remedy the consequences of wear, aging or weathering.
6.2 The customer grants ROBSHARE, or a third party that performs the Maintenance on behalf of ROBSHARE, access to its premises and the respective RaaS Robot in order to perform the Maintenance. Downtimes of the RaaS Robots for servicing and Maintenance work do not entitle the customer to a reduction of compensation.
7. REPAIR OF THE RAAS ROBOTS
7.1 In the event that an RaaS Robot is defective, the customer shall inform ROBSHARE of this without delay.
7.2 ROBSHARE will remedy the defect immediately and at its own expense, unless the defect was caused by improper handling or operation of the RaaS Robot by the customer or a third party (unless these third parties are deemed vicarious agents of ROBSHARE).
7.3 The customer bears all costs (in particular costs for labor, material and replacement parts) for the repair of the RaaS Robot (i.e., measures to remedy damage beyond the scope of Maintenance) which are caused by the use of the RaaS Robots and are attributable to the customer or third parties (unless these third parties are deemed vicarious agents of ROBSHARE). Downtimes of the RaaS Robots for this repair work do not entitle the customer to a reduction of compensation.
7.4 Repair work may only be performed by ROBSHARE or third parties commissioned for this purpose. The customer shall grant ROBSHARE or the respective third party access to its premises and the rental objects in question in order to conduct this repair work.
8. UPDATES OR MODIFICATIONS OF THE RAAS ROBOTS
8.1 During the term of a Contract, ROBSHARE is entitled to perform updates or modifications on the RaaS Robots that ROBSHARE deems necessary without the consent of the customer; in this case, however, ROBSHARE is not entitled to increase the compensation due to such updates and/or modifications unless these updates and/or modifications were necessary due to a change in the applications upon request of the customer as per Clause 2.2. of the Contract.
8.2 The customer shall grant ROBSHARE access to the RaaS Robots for a sufficient amount of time to perform the work required for the updates and/or modifications. The customer does not owe any compensation for the duration of the work unless these updates and/or modifications were necessary due to a change of application(s) by the parties requested by the customer as per Clause 2.2. of the Contract. Under no circumstances will ROBSHARE owe the customer compensation for loss of profit or other consequential costs that arise while the work is being performed.
8.3 If a responsible supervisory authority issues new regulations for the operation or conditions of use of the RaaS Robots during the term of a Contract, ROBSHARE shall endeavor to comply with these regulations to the extent possible and update and/or modify the RaaS Robots accordingly. The costs for further development in this context will be recouped through an appropriate increase in compensation, which will be agreed by the parties in good faith. If examination by ROBSHARE reveals that the new regulations are not feasible or only feasible following disproportionate expenditure, and ROBSHARE therefore refuses to implement these new regulations, the customer can terminate the Contract within a period of two (2) weeks following receipt of the written rejection from ROBSHARE. However, the termination can be declared at the earliest when the new regulations enter into force. Should a new regulation cause the stoppage of an RaaS Robot, this does not release the customer from its obligation to pay the compensation. ROBSHARE is not obliged to compensate the customer for damages arising from the stoppage of an RaaS Robot that results from new binding regulations.
9. HANDOVER AND RETURN
9.1 The parties will inspect the RaaS Robots together and create a log of this, both when handing the RaaS Robots over to the customer and upon the return of the RaaS Robots to ROBSHARE.
9.2 ROBSHARE shall hand over the RaaS Robots in the agreed facility at the time at which the Contract enters into force or at another time agreed by the parties. The transport of the RaaS Robots from ROBSHARE to the agreed facility, including transport insurance, will be organized by ROBSHARE at the customer’s risk and expense. The risk of accidental destruction or accidental damage of the RaaS Robots passes to the customer upon handover to the commissioned transport company.
9.3 Upon the termination or expiry of the Contract, the customer must return the RaaS Robots to ROBSHARE at the agreed return location or – if such a location has not been agreed – at the headquarters of ROBSHARE. Sentences 2 and 3 of paragraph 2 above apply mutatis mutandis for the return transport of the RaaS Robots from the location of the facility to the agreed return location.
9.4 If the return of the RaaS Robots is delayed, the customer shall continue to pay the compensation for the duration of the delay unless the customer is not responsible for the delay. Further claims for damages by ROBSHARE in the event of a delayed return are unaffected by this. An automatic extension of the lease period in accordance with Section 545 of the German Civil Code (BGB) is excluded.
9.5 In the event of force majeure situations (as defined in Clause 17), the handover and/or return date is delayed by an appropriate period of time, insofar as such hindrances are proven to have a significant impact on the respective handover or return date.
9.6 The ROBSHARE RaaS Robots shall be returned in the condition in which they are documented at handover in the handover certificate. If, upon their return, the ROBSHARE RaaS Robots are not in a condition that corresponds to the condition documented upon handover in the handover certificate, ROBSHARE is entitled to repair the ROBSHARE RaaS Robots at the customer’s expense or claim damages. The customer is obliged to continue the payment of compensation until the repair is complete. Further claims for damages by ROBSHARE are unaffected by this. However, the parties agree that the customer is not liable for usual wear or other deterioration of the RaaS Robots resulting from the use of the RaaS Robots in accordance with contractual provisions.
10. OWNERSHIP
10.1 ROBSHARE retains ownership of the RaaS Robots at all times.
10.2 The customer shall indemnify the RaaS Robots of all third-party rights. The customer shall inform ROBSHARE of distraint or seizure of an RaaS Robot without delay.
10.3 The customer may not damage, alter, remove or cover identification marks, numbers or other labels attached to the RaaS Robots by ROBSHARE.
10.4 If a third party attempts to assert a right to one of the RaaS Robots, the customer is obliged to inform this third party of the customer’s lack of ownership and to take all other measures that cannot be postponed and are necessary to defend the asserted ownership rights of ROBSHARE. The customer shall immediately inform ROBSHARE of the person of the third party and the right asserted by the third party in question.
11. WARRANTY FOR DEFECTS AND LIABILITY OF ROBSHARE
11.1 The strict guarantee liability, irrespective of culpability, of ROBSHARE for initial defects on an RaaS Robot that already existed at the time at which a Contract was concluded as per Section 536a BGB is excluded.
11.2 ROBSHARE is not liable for damage resulting from the customer having used the RaaS Robot outside the defined or agreed application as per Clause 2.2. of the Contract.
11.3 Other claims for damages of the customer, including those arising from precontractual obligations and unlawful acts, can only be asserted insofar as they are based on the following:
11.3.1 Intent or gross negligence of ROBSHARE, its institutions or its vicarious agents, or
11.3.2 a slightly negligent violation of a material contractual obligation (i.e., an obligation whose fulfillment is essential for the proper execution of the Contract and on the fulfillment of which the respective customer regularly relies and may rely) by ROBSHARE, its institutions or its vicarious agents, or
11.3.3 a negligent breach of an obligation by ROBSHARE, its institutions or its vicarious agents that leads to damage to life, limb or health, or
11.3.4 a mandatory statutory liability of ROBSHARE, its institutions or its vicarious agents.
11.4 In the event of a slightly negligent violation as per Clause 11.3.2, liability is limited to the typically foreseeable damage at the time at which the Contract was concluded.
11.5 In the event that a third party suffers property damage or personal injury through an RaaS Robot during the term of the Contract and both the customer and ROBSHARE are liable toward the third party for this damage, the customer shall release ROBSHARE from any and all contractual and statutory liability, unless the damage is attributable to ROBSHARE according to Clause 11.
12. USE OF SOFTWARE
12.1 The customer shall be granted a non-exclusive license for the use of the software, including its documentation, only for the purpose of and for the term of the Contract. This license is not transferable.
12.2 The customer undertakes to refrain from removing existing information from ROBSHARE or a software provider, in particular copyright or registration information such as registration numbers in the software; the customer shall also refrain from changing such information without the prior written consent of ROBSHARE. All rights to the software and documentation, including copies, remain the sole property of ROBSHARE or the property of the software provider.
12.3 The customer may not modify, edit, re-engineer, decompile, reverse engineer, disassemble, translate or otherwise attempt to access the source code of software on the RaaS Robots or otherwise provided by ROBSHARE, except in cases in which this is legally permissible (Sections 69d and 69e, German Act on Copyright and Related Rights (UrhG).
13. PROHIBITION OF REPRODUCTION / PATENT PROTECTION
The customer may not reproduce the RaaS Robots or parts thereof or support third parties that are attempting to reproduce the RaaS Robots or parts thereof. Design plans, drawings or other documentation of the RaaS Robot may not be reproduced, copied or forwarded. ROBSHARE is the sole owner of all intellectual property and expertise relating to the RaaS Robots. The customer is prohibited from registering any patents or other property rights in relation to the RaaS Robots or parts thereof.
14. ASSIGNMENT / SUBLEASING
14.1 The customer is not entitled to assign rights from the Contract to a third party in whole or in part without the prior written consent of ROBSHARE.
14.2 The customer may neither sublease nor otherwise transfer the RaaS Robots to third parties or permit the use or joint use of the RaaS Robots without the prior written consent of ROBSHARE. Pledging the RaaS Robots or transferring them by way of security is not permitted.
15. OFFSETTING / RIGHT OF RETENTION
Unless otherwise provided in these Rental and Service Conditions or in the respective Contract, the customer is not entitled to (a) set off against claims arising from the Contract or (b) refuse to fulfill its obligations arising from the Contract on the grounds that it has a right of retention, unless the rights or claims of the customer are undisputed or have been confirmed by a legally binding judgment issued by a responsible court.
16. CONFIDENTIALITY AND DATA PROTECTION
16.1 The customer shall only use all technical and economic knowledge disclosed by ROBSHARE, including knowledge relating to the production and application of the RaaS Robots and the RaaS Services that the customer has become aware of, in accordance with these Rental and Service Conditions, the Contract and their purposes, and shall neither directly nor indirectly disclose this knowledge to third parties. This obligation also applies after termination of the Contract, irrespective of the reason for which the contractual relationship is ended, for an additional period of five (5) years. The customer undertakes to impose a corresponding obligation on its employees and to ensure that its employees comply with this obligation.
16.2 All customer data exchanged within the scope of the RaaS Services and other information of the customer with regard to product secrets as well as relevant product-related data may only be used for the services agreed in the respective Contract. However, ROBSHARE is entitled to use knowledge gained from the provision of the respective ROBSHARE services to improve its own products and services.
16.3 ROBSHARE processes personal data for the purposes specified in these Rental and Service Conditions.
17. FORCE MAJEURE
17.1 The term “Force Majeure” in the meaning of this Clause 17 describes all circumstances that were not apparent at the time at which the Contract was concluded and are not within the control of the respective party, including (without prejudice to the general validity of the foregoing) strikes, lockouts, staff or material shortages, material damage, accidents, stoppages or failures of plants, machines, systems or vehicles, unrest, riot, invasions, wars, the threat of war, preparation for war, acts of terror, fires, explosions, storms, floods, earthquakes, subsidence, pandemics (including COVID-19), epidemics or other natural disasters.
17.2 If and insofar as a party is prevented from or delayed in meeting its obligations arising from this Contract due to Force Majeure and immediately notifies the other party of this in writing (specifying the circumstances constituting Force Majeure and providing proof for verification thereof that it can reasonably specify, as well as stating the estimated period of time for which the hindrance or delay will persist), the affected party shall be released from its liability for non-fulfillment or for the delay in fulfilling these obligations (depending on the specific case) vis-à-vis the other party; however, the affected party shall still endeavor to fulfill its contractual obligations to the best of its ability.
18. MISCELLANEOUS
18.1 The headings in these Rental and Service Conditions are only included for reasons of clarity and shall not affect the interpretation of these Rental and Service Conditions.
18.2 Amendments and supplements to these Rental and Service Conditions are only valid when they are agreed in writing. The same also applies for the requirement to use the written form.
18.3 Insofar as these Rental and Service Conditions refer to specific written notifications or amendments, the parties agree that a signed document sent by fax or attached to an email as a scanned copy shall be sufficient.
19. CHOICE OF LAW AND PLACE OF JURISDICTION
19.1 The Contract and these Rental and Service Conditions are subject to the law of the Federal Republic of Germany and are interpreted according to this law, without regard to the principles of conflicts of law. The United Nations Convention on Contracts for the International Sale of Goods (CISG) does not apply.
19.2 To the extent permitted by law, the sole place of jurisdiction for all conflicts relating to the rights and obligations arising from a Contract, including the validity of said Contract, is the headquarters of ROBSHARE.
20. SEVERABILITY CLAUSE
20.1 If contractual provisions including these Rental and Service Conditions cease to be a part of the Contract in whole or in part or are invalid, ineffective or impracticable, the validity of the remaining provisions shall not be affected.
20.2 Insofar as provisions of these Rental and Service Conditions are not part of the Contract or are invalid or ineffective, the content of the Contract primarily follows the statutory provisions (Section 306 (2) BGB). If no suitable statutory provisions exist, however, the parties shall agree new provisions that approximate the sense, purpose and economic objective of the provisions that have ceased to be part of the Contract, are invalid or ineffective as closely as possible, without prejudice to the possibility and priority of a supplementary interpretation of the Contract. The legal consequence of sentence 2 applies mutatis mutandis for contractual provisions that prove inexecutable.
20.3 Should the Contract and these Rental and Service Conditions prove incomplete for reasons other than those specified in Clause 20.1 (in particular due to missing provisions, i.e., resulting from the omission of items requiring regulation), the parties shall agree effective provisions that approximate the economic objectives of the Contract as closely as possible (without prejudice to the possibility and priority of a supplementary interpretation of the Contract).