1. Applicability

   1. The following Licence Terms and Terms of Use (“Terms of Use”) apply to the use of the planning tool versions made available free of charge and for a fee, such as the universal simulation tools and other software, including the user documentation and all other accompanying materials (hereinafter called “Software”) at services.fohhn.com. +By using the software, the user (hereinafter called the “User”) agrees with Fohhn Audio AG (hereinafter called “Fohhn”, “we”, “us”) to comply with the Terms of Use.
   2. The software is made available to the User by Fohhn exclusively on the basis of these Licence Terms and Terms of Use. Fohhn does not recognise any of the User’s General Terms of Business.
   3. Fohhn offers the tools for use both to entrepreneurs within the meaning of Section 14 of the Civil Code (BGB) (hereinafter called “Entrepreneurs”) and consumers within the meaning of Section 13 BGB (hereinafter called “Consumers”).
      1. Users are considered Consumers if the purpose of the services can be predominantly assigned to their commercial or freelance professional activity. By contrast, Entrepreneurs are natural or legal persons or partnerships with legal capacity who are exercising their commercial or freelance professional activity when concluding the contract.

2. Account

   1. Users can use a variety of software provided for free or for a fee by creating an account on the Fohhn website. For this purpose, Users must register on the website https://services.fohhn.com/dashboard/auth/welcome with their own name and email address and create an account (hereinafter called “Account”). Users do not incur any charges by creating an Account.
   2. Fohhn will review the User’s registration. Once registration is completed successfully, the User will receive a confirmation email with access details. The Account is deemed to have been activated when the confirmation email is received.
   3. The User warrants that all data provided in the context of creating the Account is true and complete. The User is obligated to maintain the data as true and complete throughout the contract term for all applications used by the User. Where Fohhn Customer Service makes manual changes to the User’s data on behalf of the User, Fohhn reserves the right to invoice the User for any costs resulting from this for Fohhn to the extent that the User is responsible for the event that triggered the costs.
   4. The User guarantees that they are of legal age. Where the User works for a legal person in the context of specific applications, the User warrants that they are authorised to act on behalf of the legal person. Upon request, the User will provide Fohhn with evidence for the information guaranteed in this section.
   5. The User is prohibited from passing on access details, passwords and licence keys for their account to third parties or to make them accessible to third parties.
   6. Fohhn grants the User general access to their account and to the user contents provided there. Disruptions for technical reasons (e.g. maintenance) are excluded.
   7. Fohhn shall make economically appropriate efforts to notify the User of the planned access disruptions two weeks in advance. If such prior announcement is not possible, Fohhn shall strive within what is economically reasonable to notify the User of a disruption and of the reasons for the disruption as soon as possible.

3. User data

   1. As a technical service provider, Fohhn processes and saves contents and data for the User. The User warrants to Fohhn that they will not enter any criminal data, any absolutely illegal data or any data which is illegal in relation to individual third parties, and not to use programs which contain viruses or other malicious software in connection with the software. In particular, the User warrants that they will not use the software to offer illegal services or goods. The User is the controller of their own personal data and that of their users and must therefore continually check whether the processing of such data by using the software is based on corresponding permissions.
   2. The User has sole responsibility for the contents used and the data processed by them or their assistants and shall hold Fohhn harmless in relation to any third-party claims.
   3. In this context, the User promises to indemnify Fohhn from any liability and any costs, including potential and actual costs of judicial proceedings, if claims are asserted against Fohhn, including by the User’s employees in person, as a result of alleged actions or failures to act on the part of the User. Fohhn shall keep the User informed of such claims and give the User the opportunity to defend against the asserted claim. At the same time, the User shall notify Fohhn immediately in full of any information available to them about the matter that is the subject of the claim.

4. Paid tools

   1. Where the User wishes to use contents made available for a fee, they must book the desired tool for the respective term and activate it by acquiring the respective licence key.
   2. The possibility to use the tools and applications made available on the Fohhn websites does not constitute an offer, but only a request to submit an offer. By concluding the booking process, the User submits an offer to conclude a contract for the use of the corresponding Fohhn application. Fohhn accepts this offer by the User by providing the corresponding services. The contract between the User and Fohhn is only established through this acceptance. Fohhn is not obligated to conclude the contract. When using paid services, the User accepts the payment obligation involved by clicking on the confirmation field offered.

5. Scope of services

   1. Fohhn operates the software made available to the User via the various tools as a webbased SaaS or cloud solution. The User can use the software stored and running on the Fohhn servers or on the servers of a service provider commissioned by Fohhn for their own purposes via an Internet connection and to save and process their data with the help of said software.
   2. Fohhn provides the User with software in their current versions, to the extent that the User has enabled the modules.
   3. To the extent that Fohhn provides user contents free of charge, Fohhn is authorised to edit the provided contents or to terminate the provision at any time and without prior announcement. In this context, Fohhn shall appropriately take the User’s interests into account.
   4. The software is made available to the User on the Fohhn website, with the User receiving access via their Account. No software is installed on the User’s system. Where Fohhn requests an installation, this must be explicitly agreed separately.
   5. It is the User’s responsibility to ensure that the system requirements for using the software as specified by Fohhn are met. Fohhn will not check this.
   6. The purchase of a licence for the software does not obligate Fohhn to implement updates or upgrades. Where Fohhn makes updates and/or upgrades available after the software is installed, they shall also be fully subject to the present Licence Terms and Terms of Use. Where updates and/or upgrades are made available to the User without valid software assurance, this takes place at the discretion of Fohhn and does not constitute a right to further claims.
   7. The purchase of a licence does not include an entitlement to technical customer services. Where the User wishes to receive technical support or customer services of any kind, they must conclude a separate maintenance contract for the software.
   8. Where Fohhn provides training for the use of specific web applications, the User has the opportunity to participate for a fee. There is no obligation to do so.
   9. Fohhn is authorised to entrust third parties with performing its service obligation.

6. Duties of the User

   1. Fohhn shall support the User in performing the contractual service to a suitable extent.
   2. Proper and regular data backups are the User’s responsibility.

7. Copyright and rights of use

   1. The software made available by Fohhn free of charge is protected by copyright and by international treaties to protect intellectual property. Only Fohhn and its respective licensors hold the rights to the software and to other data provided in the context of preparing and implementing the contract.
   2. Fohhn grants the User a non-exclusive, non-transferable right of use to the activated modules for the contract term, which shall be limited in time to the duration of the Terms of Use and permits the User to exercise the right of use to the extent provided for in these Terms of Use.
   3. The User is not permitted to download, save or copy the software or parts of the software, to grant sub-licences or to lease, rent out or hire out the software.
   4. The User is not permitted to edit or amend the software in any way in full or in part or to create any work derived from the software which is based on the software in full or in part. The User is further prohibited from reverse engineering the software, translating the software or removing program parts from the software. With the exceptions of the statutory exemptions of Sections 69 b) and 69 e) of the Copyright Act (UrhG), the User is not authorised to decompile or disassemble the software, reverse engineer it or otherwise attempt to deduce the source code. To the extent that the User is permitted to perform reverse engineering or decompile based on mandatory legal requirements in order to achieve full functionality or interoperability with other software programs, the User is obligated to notify Fohhn of the type and scope of the intended actions before implementing such measures. Incidentally, decompilation is only permissible if the User can demonstrate a legitimate concern meriting such action.
   5. Where the User violates the above provisions, Fohhn can no longer warrant the proper performance of the software.
   6. Moreover, the User is prohibited from amending or removing any copyright notes, serial numbers, version numbers, trademarks or other identifying features of the software. This also applies to suppressing the display of such features on the screen.
   7. The rights and duties listed in Section 7 apply accordingly to the software and to the licence key and user documentation.
   8. Fohhn may withdraw the rights of use granted to the User on the grounds of good cause. In this case, the User is obligated to hand over the original software and any copies of it and to delete any saved programs. If Fohhn requests this, the User is obligated to confirm the handover and deletion in writing.

8. Support and warranty for free contents and data

   1. Where the User is provided with the software for free, Fohhn shall not provide any product support.
   2. Fohhn does not accept any liability for the functionality of the software where the software is provided free of charge.
   3. The User is given the opportunity to establish contact by email support.services@fohhn.com in case of any functional disruptions in the context of using their Account or with using the provided contents. Notification of malfunctions helps Fohhn to continuously improve its product offering.

9. Fees, terms of payment

   1. The User can select the payment method offered by us when booking the fee-based usage content.
   2. If a payment cannot be collected, the User shall bear all costs incurred by Fohhn as a result, in particular bank charges in connection with the return of direct debits and comparable charges, to the extent that the user is responsible for the incident that resulted in the costs.
   3. Fohhn may choose to transmit invoices and payment reminders exclusively by electronic means.
   4. Fohhn reserves the right to switch billing from euros to the User’s respective national currency at any time, provided the user does not object to this.

10. Warranty

    1. Fohhn shall provide the User with the software free of material defects and defects of title. No warranty is given by Fohhn that the software is protected against attacks from system threats of any kind (computer viruses). It is the User’s obligation to secure the infrastructure in which the software is to be used.
    2. Fohhn does not assume any warranty for malfunctions of the software that are due to the interaction of the software with products installed on the target system and configurations made on the target system.
    3. Furthermore, Fohhn shall not assume any warranty or liability in the event that the software negatively affects other products and applications of the target system or the target system itself, insofar as this is due to errors in the configuration of the target system or other products and applications installed on the target system.
    4. Fohhn shall not be liable for disruptions in connection with the use of the software if these are due to a disruption in the user’s Internet connection.
    5. The "Fohhn Designer" web application provided by Fohhn was developed as a tool for planning support and provides a forecast for future real-life situations. The simulation results serve as a guideline, depending on various parameters (reverberation time, room size, etc.). The reliability of the simulation was verified, but a legal claim to the reliability of the simulation results – especially for voice alarm systems (SAA) – cannot be derived from this.
    6. The User acknowledges that 100% availability of Fohhn websites is technically impossible to achieve. However, Fohhn endeavours to keep the Fohhn websites available as constantly as possible. In particular, maintenance, security or capacity issues, as well as events beyond Fohhn's control (such as disruptions to public communications networks, power outages, etc.), may lead to disruptions or the temporary suspension of service on Fohhn's websites.

11. Liability

    1. Fohhn shall not be liable for slightly negligent breaches of duty insofar as these do not relate to material contractual obligations or guarantees or do not constitute damages arising from injury to life, limb or health or claims under the Product Liability Act.
    2. Insofar as Fohhn is also liable for minor negligence, the amount of liability shall be limited to foreseeable damage typical of the contract.
    3. Insofar as Fohhn’s liability is excluded or limited, this shall also apply to the liability of Fohhn's legal representatives, employees and vicarious agents.
    4. Fohhn shall not be liable for any loss of data that occurs in connection with the use of free tools.
    5. Insofar as the User suffers damage from the loss of data, Fohhn shall not be liable insofar as the damage would have been avoided if the User had regularly and completely backed up all relevant data. The User will independently carry out regular and complete data backups or have them carried out by a third party. The User bears sole responsibility for data backups.

12. Special instructions for the use of the acoustic simulation

    Room planning software in the field of acoustics depends on numerous parameters that can be largely modelled by software. However, completely accurate modelling is never possible. Similar to other forecast calculations, Fohhn strives to capture all known parameters and use them as the basis for the calculation. Deviations may occur due to minor, unique aspects that were not captured or which cannot be captured by software. For this reason, despite the high reliability of the simulation, no liability is assumed for the correctness of simulation results.

13. Duration

    1. The right of use of the individual web applications ends in principle with the expiry of the period of use agreed at the time of booking.
    2. Unless otherwise agreed, the User and Fohhn may terminate the free membership at any time without stating reasons. In order to protect the User against unauthorised deletion of their user profile by third parties, Fohhn may carry out an identity check upon termination, e.g. by requesting the user name and an e-mail address registered on Fohhn websites.

14. Termination and blocking for good cause

    1. Even if there are special provisions on the term and termination, both parties have the right to terminate the contractual relationship extraordinarily at any time without notice if there is good cause. Good cause for extraordinary termination exists if the continuation of the contractual relationship before expiry of the statutory notice period is unreasonable for the terminating party, taking into account all circumstances of the individual case and weighing the interests of both parties.
    2. The User’s claim to the repayment of fees already paid in advance in the event of termination shall be excluded, unless the user terminates the contract for good cause attributable to Fohhn.

15. Cancellation

    Cancellation policy and cancellation form sample

    Right of cancellation

    If you conclude a contract in your capacity as a consumer, you have the right to revoke the contract within fourteen days without giving any reason. The withdrawal period is fourteen days from the day of the conclusion of the contract. To exercise your right of withdrawal, you must inform us

    Fohhn Audio AG
    Großer Forst 15
    72622 Nürtingen

    Tel.: +49702293323-0
    Fax: +49702293324-0
    E-Mail: info@fohhn.com

    by means of a clear declaration (e.g. a letter sent by post, fax, email or via our contact form accessible from any page) of your decision to revoke this contract. You can optionally use the attached cancellation form sample for this purpose.

    To comply with the cancellation period, it is sufficient that you send notification of the exercise of the right of cancellation before the end of the cancellation period.

    Consequences of cancellation

    If you withdraw from this contract, we must return to you all payments that we have received from you, including the delivery costs (with the exception of the additional costs resulting from the fact that you have chosen a type of delivery other than the inexpensive standard delivery offered by us), without delay and at the latest within fourteen days from the day on which we received the notification of your withdrawal from this contract. For this repayment, we will use the same means of payment that you used for the original transaction, unless expressly agreed otherwise with you; in no case will you be charged for this repayment.

    If you have requested that the service should start during the withdrawal period, you must pay us a reasonable amount corresponding to the proportion of the services already provided up to the time you notify us of the exercise of the right of withdrawal with regard to this contract compared to the total scope of the services provided for in the contract.

    A cancellation form sample is available here for you to download as a PDF-File.

    Exclusion of the right of cancellation

    The right of revocation does not exist if you are predominantly carrying out your commercial or independent professional activity when concluding the legal transaction and you are therefore to be regarded as an Entrepreneur (Section 14 of the Civil Code (BGB)).

    The right of cancellation vis-à-vis Fohhn does not apply to contracts that are not concluded between you and Fohhn, but between you and a third party. Any rights of cancellation in this respect can only be asserted against the third party.

    Other important notes

    You expressly agree that we may begin to render the service before the end of the withdrawal period.

16. Data protection

    1. The personal data provided within the framework of the contractual relationship, in particular the name, address, telephone number, bank data, which are necessary and required solely for the purpose of implementing the contractual relationship, are collected on the basis of legal authorisation.
    2. Personal data is used on the basis of legal permission, in particular in connection with the fulfilment of Fohhn’s contractual obligations towards Users. Fohhn offers User a variety of functions that are individually adapted to the User (e.g. Fohhn provides certain information, offers, recommendations and services on the basis of collected data). In order to be able to provide the services, it is necessary to process and use the User’s personal data.
    3. Fohhn offers Users the option of transferring their personal data to other users, either in part or in full, or of revoking access to the data. The user bears the sole risk of this data transfer.

17. Confidentiality

    1. The parties are obliged to keep permanently secret, not to pass on to third parties, record or use in any other way all information about the respective other party which has become known or is becoming known to them in connection with this contract and which is marked as confidential or is recognisable as business and trade secrets on the basis of other circumstances (hereinafter: “confidential information”), unless the respective other party has expressly consented in writing to the disclosure or use or the information is required to be disclosed by law, court decision or an administrative decision.
    2. Information is not considered confidential if it was previously known to the
       • other party without the information being subject to a confidentiality obligation, is generally known or becomes known without breach of the
       • assumed confidentiality obligations, is disclosed to the other party by a
       • third party without breach of a confidentiality obligation.
    3. Data on spatial models may be used by Fohhn in completely anonymised form to improve simulation performance after release by the User.
    obligation under this Clause 13 shall survive the termination of the Agreement.

18. Use of data by Fohhn

    Fohhn shall be entitled to use the data entered by the user in connection with the planning of spatialmodels, as well as the result of the planning, in completely anonymised form after release by theUser, in order to improve the simulation performance and the offer.

19. Final provision

    1. The present user relationship shall be governed by German law to the exclusion of the UN Convention on Contracts for the International Sale of Goods.
    2. The User may not transfer the rights and obligations arising from the contractual relationship established with Fohhn to third parties without Fohhn’s prior written consent.
    3. Fohhn may transmit declarations to the User by email, fax or letter, unless otherwise stipulated in the terms of use. In addition, Fohhn may issue statements to the User by sending a message to the User’s private Fohhn mailbox, which is part of the user's Fohhn membership.
    4. The User shall only be entitled to offset claims and exercise rights of retention if the claims asserted by the User have been recognised by Fohhn or have been legally established by a court of law.
    5. Fohhn does not participate in dispute resolution proceedings before a consumer arbitration board.
    6. The place of performance shall be the registered office of Fohhn.
    7. The place of jurisdiction for merchants within the meaning of the German Commercial Code (HGB) shall be Fohhn's registered office.

2021-09-29

Fohhn Audio AG
The Board of Directors