Terms and Conditions – Rangee GmbH
English Translation
Subject Matter of these Terms and Conditions
These terms and conditions apply to all contractual subject matters in connection with the provision of hardware, software, and services rendered by Rangee GmbH to the customer.
Upon placement of order, or at the latest upon transfer of hardware, software, or provision of services, these terms and conditions in their current version shall be deemed accepted.
The customer's general terms and conditions shall apply only if Rangee GmbH confirms them in writing.
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1. Offers
1.1 Offers from Rangee GmbH are valid until the date specified in the offer, unless otherwise agreed, and shall expire automatically upon expiration of this period unless accepted by the customer in writing.
1.2 All prices contained in the offer or contract are exclusive of applicable value-added tax (VAT) at the time of delivery or service provision.
1.3 Insofar as hardware, accessories, and consumables are shipped, prices are quoted "ex works" Aachen plus freight, packaging, insurance, and statutory VAT.
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2. Contract Conclusion
2.1 Contract conclusion occurs through the customer's order and subsequent sending of order confirmation by Rangee GmbH.
2.2 Product descriptions and properties shall only be deemed agreed if documented by Rangee GmbH in writing. Product descriptions of hardware components constitute general performance descriptions. The customer is aware that hardware manufacturers continuously make technical changes to their products. Furthermore, the customer agrees that Rangee GmbH shall deliver products in the technical condition available at the time of delivery. There is no claim to delivery of the specific hardware product.
2.3 The scope of performance owed is determined by the order confirmations issued by Rangee GmbH. Should individual hardware components become unavailable after contract conclusion, Rangee GmbH shall attempt to replace them with equivalent alternatives. If replacement delivery at the same price and in equivalent quality is not possible, Rangee GmbH shall have the right to declare partial withdrawal regarding the unavailable component. The customer's obligation to accept the remaining overall contract shall not be affected by such partial withdrawal.
2.4 Changes or supplements to hardware, software, and services requested by the customer or identified during the project shall be processed and documented in release management.
2.5 Rangee GmbH has the right to subcontract orders in whole or in part. In any case, Rangee GmbH shall act as the service provider toward the customer. Rangee GmbH shall in any case receive the agreed remuneration for this service portion.
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3. Services
3.1 Software licenses are provided to the customer depending on license type as perpetual purchase license (base license), time-limited service license, or pay-per-use license (see Section 4.4) under the following conditions. Software licenses are non-cancellable, non-refundable, and non-returnable. The customer has the right to further resell software licenses.
3.2 Rangee GmbH provides the software in its current release version at the time of delivery.
3.3 The software is provided in German and/or English language. Related documentation (help texts) is not provided in the official local language but only in German or English and is provided exclusively in electronic form.
3.4 In exchange for payment of the agreed remuneration, Rangee GmbH grants the customer a non-exclusive right to use Rangee software including associated documentation and subsequent supplements as per Section 3.5. The customer has the right to install the provided programs for use in their enterprise. "Use" includes complete or partial storage of the programs and data in the specified data processing unit, execution of the programs, and processing of the data.
3.5 Rangee develops additional solutions for customer-specified tasks that cannot be covered by standard software—solutions that are technically feasible, appropriate, and reasonable at the time of contract conclusion—as extended standard software. Properties and functionalities of extended standard software shall only be deemed agreed if the agreement is made in writing. Individually created programs must be checked and accepted in writing by the customer without delay. Should individually created programs not be appropriately confirmed despite request but nevertheless be used, they shall be deemed accepted six weeks after delivery unless the customer reports program defects in writing.
3.6 The customer is not permitted to modify, edit, integrate into other programs, decompile, or disassemble the software. Section 69e of the German Copyright Act (UrhG) remains unaffected.
3.7 Rangee GmbH is entitled to monitor compliance with contractual license terms and, to the extent necessary and reasonable and considering the customer's operational interests, to review the use of the provided software.
3.8 Rangee GmbH grants the customer a time-limited (for the duration of the contract), non-transferable, location-restricted (for the respective server location; for backup copies: at their storage location), non-exclusive right to reproduce protected content for contract purposes on the server, on an additional server used for mirroring, and on a sufficient number of backup copies.
3.9 The operation of Rangee systems and ensuring proper system functioning is based on the availability and validity of licenses within the system.
3.10 Rangee GmbH informs the customer of the necessary technical requirements for installation. Proper and professional installation preparation including necessary power supply shall be the customer's responsibility and expense.
3.11 All hardware deliveries by Rangee GmbH are subject to these terms and conditions. Insofar as programs are permanently stored in hardware (firmware), the term "hardware" hereinafter includes these programs.
3.12 The customer has the right to further resell hardware.
3.13 Rangee GmbH offers the customer operation of Rangee Remote Management Software, provision of updates, and the license system as cloud services.
3.14 Cloud services include non-exclusive server usage for Rangee software operation. For this purpose, Rangee GmbH provides the necessary technical infrastructure in a German data center. Rangee GmbH is entitled to engage subcontractors and agents (subcontractors) to provide data center services.
3.15 Rangee GmbH regularly backs up data stored by the customer in the data center. Furthermore, Rangee GmbH shall implement safeguards against data loss in case of system failures. For this purpose, Rangee GmbH shall regularly perform database backups.
3.16 All systems are monitored using current anti-malware software and regularly scanned for malware by current malware scanners. The customer bears responsibility for ensuring that data uploaded by them to the Rangee infrastructure is free of malware.
3.17 Insofar as not otherwise agreed, the data center services (cloud services) provided by Rangee GmbH include the provision of IT infrastructure (storage space, computing power, or application software) as a service via the internet and/or dedicated line.
3.18 Cloud service provision during the term of the usage contract is restricted to times when the system is actually usable. Unless otherwise agreed by contract, the following service hours apply:
Monday to Friday: 06:00–21:00 German time
Saturday: 06:00–12:00 German time
3.19 Rights to use cloud services and data may be transferred to other customers.
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4. License Terms
4.1 The software license agreement begins with assignment of a license in the Rangee Applicense licensing system to the desired devices.
4.2 The base license is assigned to a MAC address, remains valid for life following purchase, and may be transferred to a different MAC address at any time in connection with a valid service license.
4.3 The service license is typically issued for a term of one year, seven years, or a specified period and assigned to a MAC address. The service license may be renewed at any time for any desired term. Costs must be paid in advance for the entire period.
4.4 The pay-per-use license is issued for a MAC address with validity of seven calendar days. The license is reset upon expiration. A pay-per-use license is deemed used when a device (MAC address) logs license usage on a calendar day. Usage is deemed to have occurred when a device is started and when continuously operating every 24h after the initial start. The anticipated required number of licenses is determined in advance and billed annually at an agreed time.
4.5 Calculated and issued software licenses are excluded from return or cancellation and shall not be credited.
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5. Cooperation Obligations
5.1 The customer's cooperation obligations constitute genuine contractual obligations. In case of non-compliance by the customer, any resulting additional costs shall be borne by the customer.
5.2 Proper and professional installation preparation including necessary power supply shall be the customer's responsibility and expense.
5.3 The customer shall ensure that the database required by the Rangee system is not altered and/or impaired by access from third parties. Should the customer wish to allow third-party access to the database, the customer bears responsibility for availability and function.
5.4 Access to the Rangee system is in all cases at the customer's own risk.
5.5 The customer is obligated to keep access credentials confidential from unauthorized third parties. In particular, username and password must be stored such that access by unauthorized third parties is impossible. The customer undertakes to inform Rangee GmbH immediately upon learning that unauthorized third parties have become aware of access credentials.
5.6 Backup of data on hardware provided by Rangee shall be the customer's responsibility and expense.
5.7 The customer may at any time manually secure their Rangee cloud services data or through a scheduled task.
5.8 The customer is obligated to heed warnings from the Rangee system. In particular, the customer is obligated within the scope of their duty of care to heed warnings regarding expiring licenses. Expired licenses may impair functionality.
5.9 The customer shall support Rangee GmbH at reasonable and appropriate cost in fulfilling services and shall instruct their employees to cooperate with Rangee GmbH.
5.10 The customer is obligated to limit and remedy defects, provide Rangee GmbH with verifiable information regarding the nature and occurrence of deviations, and describe defects comprehensibly in writing. Rangee GmbH shall attempt to remedy deviations within a reasonable time. Defect remediation that fulfills functionality and may simultaneously be regarded as improvement shall be accepted.
5.11 The customer is obligated to treat the purchased item with care so long as title has not passed. In particular, the customer is obligated to adequately insure high-value goods at their own expense against theft, fire, and water damage at replacement value. Should maintenance and inspection work be necessary, the customer shall perform it at their own expense in a timely manner. So long as title has not passed, the customer shall immediately inform Rangee GmbH in writing if the delivered item is seized or subject to other third-party interference.
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6. Limitation of Liability
6.1 Representation of Rangee GmbH products for advertising or informational purposes contains no performance descriptions regarding the contract subject matter. The application of Section 434(1) Sentence 3 of the German Civil Code (BGB) is excluded insofar as Rangee GmbH is not liable for defects under Section 444 BGB. Performance descriptions and properties shall only be deemed agreed or guaranteed if the agreement is explicitly made by Rangee GmbH in writing with regard to such feature or property.
6.2 In deploying and using Rangee software, Rangee GmbH is not liable for compliance with industry standards, DIN standards, and other non-statutory regulations unless such compliance is explicitly agreed.
6.3 Should hardware or software delivered by Rangee GmbH be connected with third-party devices not supplied by or approved by Rangee GmbH, Rangee GmbH assumes no liability whatsoever for the compatibility of such third-party hardware with Rangee software.
6.4 Rangee GmbH is not liable for the technical and/or legal possibility of operating third-party manufacturer devices with Rangee software.
6.5 Cloud services are generally usable outside the stated service hours, though maintenance work may be performed. Insofar as the customer uses Rangee software outside the stated service hours, there is no legal claim to uninterrupted access. Disruptions outside stated service hours do not affect guaranteed availability times.
6.6 Overall availability of the Rangee application during contractually agreed service hours shall be at least 95% on an annual average basis, corresponding to a maximum downtime of 4 hours per week.
6.7 No defined recovery time objective for cloud services is guaranteed.
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7. Prices and Payment Terms
7.1 The provider is entitled to adjust the price for contractual services if the costs material to pricing (particularly personnel, materials, and energy) demonstrably increase or decrease.
7.2 The provider shall notify price adjustment with four weeks' notice in writing, disclosing reasons and calculation basis. Should corresponding costs decrease, the provider is obligated to reduce prices proportionally.
7.3 Invoices are payable within 14 days of invoice date unless otherwise agreed.
7.4 In case of payment default, Rangee GmbH is entitled to charge default interest. Default interest is calculated on the outstanding balance and amounts to up to 5 percentage points above the base interest rate applicable in Germany at the time default occurs.
7.5 In case of payment default, Rangee GmbH is entitled to demand return of the purchased item, and the customer is obligated to return it to Rangee GmbH immediately. The customer bears costs of return and disposition.
7.6 Rangee GmbH is entitled to charge the customer 1% of the gross list price of unaccepted hardware monthly for storage costs upon readiness for delivery where a reason attributable to the customer exists.
7.7 Should the customer request financing of the purchased item through a leasing company in connection with the order from Rangee GmbH, contract conclusion with Rangee GmbH is not conditioned on leasing application acceptance. The contract thus comes into effect in any case, and leasing application acceptance occurs at the customer's risk.
7.8 Title to the purchased item remains with Rangee GmbH until full satisfaction of all claims under the supply contract.
7.9 Further damage claims by Rangee GmbH due to customer payment default remain unaffected.
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8. Delivery Terms
8.1 Upon direct delivery by Rangee GmbH, risk of the delivered item passes to the customer upon transfer, even if partial delivery is involved.
8.2 Should the item be shipped at customer request, risk passes upon shipment, even if freight-free delivery is agreed.
8.3 Delivery dates or periods are deemed agreed only if confirmed by Rangee GmbH in writing. Periods commence with the most recent order confirmation issued by Rangee GmbH. Rangee GmbH's compliance with dates and periods requires timely and complete fulfillment by the customer of its contractual obligations, particularly cooperation obligations.
8.4 Should Rangee GmbH exceed delivery dates or periods for services or partial services, Rangee GmbH shall set a new delivery date. In this case, the customer receives a special right of withdrawal. Withdrawal must be declared in writing. Withdrawal applies only to services and partial services not delivered on schedule.
8.5 Cloud service provision begins with customer registration for cloud service use (e.g., user creation).
8.6 Termination of Rangee cloud service use occurs upon written customer instruction.
8.7 Upon termination of cloud service use, registered access accounts are deleted, device assignment to the customer is removed, and the customer database is exported in machine-readable format and made available to the customer.
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9. Warranty
9.1 Rangee GmbH undertakes to provide services free of material and legal defects. The statute of limitations for material and legal defect claims on sales is at least 24 months following risk transfer. The customer must notify Rangee GmbH of defects without delay following delivery within the scope of their notice obligation, in writing, providing known information necessary for identification.
9.2 Defect remedy occurs at Rangee GmbH's election through free supplementary performance or replacement delivery. In case of replacement delivery, the customer is obligated to return the defective item. Should a defect not be remedied within a reasonable period or should supplementary performance or replacement delivery fail for other reasons, the customer may, at their election, demand price reduction (diminution) or withdraw from the contract. Failure is only deemed to have occurred when Rangee GmbH has been afforded sufficient opportunity for supplementary performance or replacement delivery without achieving success, when Rangee GmbH refuses or unreasonably delays supplementary performance or replacement, or when unreasonableness exists for other reasons. Rangee GmbH is entitled to two supplementary performance attempts per individual defect in fulfilling warranty obligations.
9.3 Rangee GmbH is obligated to remedy defects within a reasonable period at no cost to the customer. The customer is obligated to notify Rangee GmbH of all defects immediately in writing upon first occurrence.
9.4 Should Rangee GmbH's inspection fail to identify a defect, the customer bears inspection costs, particularly in case of improper use or disruptions not attributable to Rangee GmbH.
9.5 Rangee GmbH shall indemnify the customer regarding third-party intellectual property rights violations, provided the customer promptly notifies Rangee GmbH of such claims in writing and Rangee GmbH reserves all defense measures and settlement negotiations. Rangee GmbH shall further either secure the right for continued software use or modify or replace the software such that the intellectual property right is not violated, or take back the software and refund license fees paid to Rangee GmbH less an amount reflecting software usage time. A five-year usage period shall be assumed. These Rangee GmbH obligations do not apply if the customer materially modifies license materials supplied by Rangee GmbH or uses them in a manner not documented by Rangee or not in conjunction with Rangee-supplied products.
9.6 Warranty is excluded for defects resulting from improper or negligent operation, excessive stress, unsuitable environment, unsuitable operating resources, and in connection with hardware or other IT infrastructure not provided by Rangee GmbH. The same applies to any customer interference or customer-initiated interference with Rangee software or systems via other software, use of artificial intelligence (AI), or third parties engaged by the customer.
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10. Liability
10.1 Rangee GmbH liability is excluded insofar as the following provisions provide otherwise.
10.2 Rangee GmbH is liable without limitation within statutory law for damages:
a) from death, bodily injury, or health impairment resulting from intentional or negligent breach of obligation or otherwise intentional or negligent conduct by Rangee GmbH or its legal representatives or agents;
b) from absence or loss of a warranted property;
c) from intentional or grossly negligent breach of obligation or otherwise intentional or grossly negligent conduct by Rangee GmbH or its legal representatives or agents.
10.3 Insofar as no case under Section 10.2 exists:
a) Rangee GmbH is liable, limited to compensation for foreseeable contract-typical damages, for damages resulting from negligent breach of material obligations by Rangee GmbH or its legal representatives or agents. Material obligations are obligations whose fulfillment is necessary for proper contract performance and compliance with which the customer may rely on.
b) For simple negligence, Rangee GmbH is otherwise not liable.
10.4 Liability under the Product Liability Act remains unaffected by liability exclusions and limitations.
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11. Force Majeure
11.1 Rangee GmbH is relieved of performance obligations in cases of force majeure such as labor disputes, riots, blockades, boycotts, fire, civil war, cyberattacks, epidemics (including epidemics and pandemics) where a hazard level of at least "moderate" is established by the Robert Koch Institute or assessed by the World Health Organization (WHO), embargoes, hostage-taking, war, natural disasters and storms, reactor accidents, revolution, sabotage, strikes, terrorism, government sanctions and actions, delays in delivery of essential components and raw materials, or energy supply difficulties, for the duration and extent of disruption. This applies even if such events occur when Rangee GmbH is in default, unless Rangee GmbH intentionally or grossly negligently caused the default.
11.2 In case of force majeure, Rangee GmbH undertakes to promptly inform the customer to the extent reasonable and adapt obligations to changed circumstances in good faith.
11.3 Should force majeure make performance or partial performance impossible, Rangee GmbH is relieved of its performance obligation to that extent.
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12. Acceptance Procedure
12.1 Insofar as Rangee GmbH provides work performance, Rangee shall notify the customer of project or partial project acceptance readiness. The customer is obligated to conduct and document acceptance tests within four weeks of Rangee GmbH notification. Should the customer fail to meet this obligation, the project or partial project is deemed accepted after six weeks.
12.2 Should defects or shortcomings be identified in the acceptance process, they are documented and classified into two categories:
Category A: Errors preventing live operation
Category A errors initially exclude acceptance insofar as these collectively make productive system operation impossible. Following Category A error correction, acceptance must be granted within 14 days.
Category B: Shortcomings not materially impairing live operation
Category B errors do not impede acceptance. The customer must declare acceptance immediately. These errors are corrected by Rangee GmbH with appropriate process controls during the post-acceptance period.
12.3 Should the project or individual stages be in live operation for more than six weeks, the project or partial project is deemed accepted.
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13. Updates and Upgrades
13.1 The major version is indicated by the number in versioning before the first point.
13.2 Updates are updates within a major version. Update versions are indicated by a number after the first point in versioning. Updates are provided to all Rangee GmbH customers.
13.3 An upgrade is indicated by a new major version. The new major version includes fundamental, essential software extensions, fundamental, essential software structure improvements, ports to other file management systems, databases, software tools, compilers, etc. Upgrades are provided to all Rangee GmbH customers.
13.4 Installing updates and upgrades is the customer's responsibility at their own risk. Rangee GmbH provides support if needed.
13.5 Installing updates and upgrades requires a valid service license. The customer may purchase and assign this through the Rangee license portal.
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14. Maintenance Work
14.1 Regular maintenance is performed by Rangee GmbH in a previously communicated time window. Error reports should be sent to Rangee GmbH by email at support@rangee.com. Telephone software support (hotline) is available during business hours:
Monday to Thursday: 08:00–17:00 German time
Friday: 08:00–16:00 German time
14.2 Security-critical patches are provided immediately upon availability as updates. Rangee GmbH is responsible for implementing updates in cloud services. The customer is responsible for implementing updates on devices in the customer's infrastructure.
14.3 Changes are documented in release notes, ticket system, and customer notes.
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15. Termination
15.1 Extraordinary termination for important cause is reserved to both parties where statutory requirements are met.
15.2 Important cause for Rangee GmbH exists in particular:
if the customer defaults in payment of agreed compensation to an extent meeting the requirements of Section 543(2) Sentence 1 Number 3 BGB.
if the customer materially or repeatedly violates usage terms and responsibilities under Section 5.
Insofar as violation is remediable, termination generally requires unsuccessful completion of a reasonable cure period or unsuccessful notice.
15.3 Upon serious or continuing violations of contractual usage terms or concrete threat to security or integrity of Rangee GmbH or third-party systems, Rangee GmbH may temporarily block customer access insofar as necessary to avert violation or threat.
15.4 Upon service termination, retrievability, return, transfer, and deletion of service-stored data and any Rangee GmbH support services are governed by the respective service sheet and mandatory statutory law. Insofar as the service is subject to statutory requirements for data processor switching, Rangee GmbH supports the customer in accordance with statutory law.
15.5 Upon effective date of price increase exceeding 10% of prior price, the customer has an extraordinary special right of withdrawal.
15.6 Any termination requires written form for effectiveness.
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16. Expert Opinion Agreement
16.1 Should disagreements arise between the parties regarding Rangee GmbH's owed delivery or services or the fulfillment degree of owed deliveries or services, and the parties cannot reach amicable agreement, an expert opinion from a sworn IT expert is mandatory if either party requests it.
16.2 Either party may initiate expert opinion proceedings by notifying the other party in writing of its request. The expert is bindingly named by the Aachen Chamber of Commerce (IHK Aachen) unless the parties agree on an expert within five business days of receipt of such written notice.
16.3 The expert must grant both parties legal hearing from the outset and throughout the procedure.
16.4 Insofar as disputed between parties, the expert determines which deliveries or services Rangee GmbH owes under the underlying contracts and which have been provided.
16.5 The expert's review is limited to objections raised through expert opinion initiation.
16.6 Should the expert find Rangee GmbH has not fully met contractual obligations and these are due, the expert sets a reasonable period allowing Rangee GmbH opportunity to provide services found unprovided. Upon Rangee GmbH request or period expiration, the same expert determines whether Rangee GmbH has fulfilled owed services if still disputed.
16.7 Should the expert again find Rangee GmbH has not fully met obligations upon review, the expert sets a reasonable follow-up period allowing Rangee GmbH opportunity to provide services found unprovided.
16.8 Upon Rangee GmbH request or follow-up period expiration, the same expert determines whether Rangee GmbH has fulfilled owed services if still disputed. Should the expert again find Rangee GmbH has not fully met obligations, further deadline setting is unnecessary for customer assertion of rights under Sections 281, 323 BGB.
16.9 During expert opinion proceedings, damage claims are excluded before conclusion.
16.10 Expert findings are binding on both parties. Expert opinion costs are borne by parties according to Sections 91, 92 German Code of Civil Procedure (ZPO). The expert bindingly determines cost allocation.
16.11 During expert opinion duration, beginning with written request receipt and ending with expert opinion receipt, mutual party claims arising from the expert opinion subject matter are tolled.
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17. Data Protection
17.1 Rangee GmbH represents and ensures it is familiar with special data security and protection requirements regarding the business relationship and all persons handling personal data (Art. 5 GDPR) are obligated per Art. 28(3) Sentence 2 lit. b GDPR not to process personal data becoming known without authorization. This applies to both internal and external business activities (e.g., with customers and prospects).
17.2 For cloud services, further data protection regulations are governed by a data processing agreement (DPA) to be executed.
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18. Other Provisions, Applicable Law, Place of Performance, and Jurisdiction
18.1 Contractual agreements are exclusively governed by German law, excluding the UN Convention on Contracts for the International Sale of Goods.
18.2 Place of performance is Aachen, Germany. Jurisdiction for all disputes from the current and future business relationship, regardless of legal grounds, is Aachen, Germany; however, Rangee GmbH reserves the right to bring action at the customer's general place of jurisdiction.
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Rangee GmbH
Gut-Dämme-Str. 11
52070 Aachen
Germany
Version: 10/2026