General terms an condition and terms of use of the ESEF-Manager

§ 1 General / Scope of application

(1) These General Terms and Conditions apply to all legal relationships between Bundesanzeiger Verlag GmbH, Amsterdamer Straße 192, 50735 Cologne (hereinafter also referred to as “Provider”) and users of the ESEF-Manager on website https://esef-manager.eu (hereinafter also referred to as “Application”). Any person who registers on the website will be deemed a user. The Provider addresses the Application exclusively to commercial users and companies, explicitly excluding consumers.

(2) The validity of the General Terms and Conditions or Purchasing Conditions of users is hereby expressly rejected. They will also be rejected should they not again be expressly contradicted following receipt by the Bundesanzeiger Verlag.

§ 2 Functions of the Application

(1) The Application is web-based.

(2) The Application enables users to prepare their annual financial reports in accordance with the Transparency Directive 2013/50/EU in the ESEF reporting format officially required by ESMA and to submit these to the national OAM and also to submit annual financial statements to the Bundesanzeiger, in accordance with the Act on further implementation of the Transparency Directive, the Change Directive for uniform, electronic formats for annual financial reports.

ESEF reports may via the Application be created in XHTML format, tagged with XBRL tags and transferred to the OAM responsible for Germany when the interface is available.

a.) Conversion to XHTML format

Data for annual financial reports in ESEF reporting format may be entered manually via the Application. Data may also be imported into the Application from various file formats for further processing. The Application will then convert the files into the XHTML format required by ESEF. This reporting format was specified by ESMA and corresponds to the EU’s common regulatory technical standard (RTS).

b.) Tagging

IFRS consolidated accounts will, in addition, need XBRL tags. A uniform tagging system provided by ESMA, the ESEF taxonomy, must be used to tag reports. Inline XBRL is used to integrate XBRL tags into XHTML documents. The Application enables mandatory tagging by creating the Inline XBRL file in the XHTML document. There is no limit to the number of tags. The customer is free to choose the taxonomy. The taxonomies are regularly updated.

c.) Transfer to OAM

The Application will transfer the generated XBRL file and associated XHTML file to the OAM responsible for Germany as soon as the interface becomes available. Manual transfer is planned for other European OAMs. Based on concrete customer requests, the common goal is to extend the number of other European OAMs.

(5) The Application will, in principle be available to users around the clock. It is not possible, however, to guarantee that computer programs and data processing or data transmission systems, including the Internet, will be free of software or hardware errors. Constant and uninterrupted availability of the website or other technical systems cannot, therefore, be guaranteed. The Provider accepts no responsibility for data transfer from user to Application or to the Bundesanzeiger or German OAM.

(6) The Provider may restrict access to the Application if required by network security or to maintain network integrity, especially if required to avoid serious interference with the network, Application or stored data. The Provider will use the website to timeously inform users about maintenance and its duration unless prior notice is impossible or unreasonable in some cases.

Natural persons will not access or in any way, manipulate program execution.

§ 3 Registration trial access and free use

(1) Free use of the Application within the framework of demos or trial will be possible for a limited period after registration, Provider agreement and activation of the access data. No claim to free use exists within the framework of a demo or trial phase. Users must ensure functional communication by e-mail.

Full use of the Application will depend exclusively on the conclusion of a contract with the Provider. Contractual conditions and pricing will be by individual and separately recorded agreement with users.

(2) All information required during registration must be complete and correct. Users are obligated to immediately update any information in their Application in the event of subsequent changes. The entry of incorrect or fictitious data is prohibited. The Provider may temporarily block user access should he become aware that a user entered false or fictitious data or failed to immediately update changed data and, should the user not remedy the situation within a reasonable period of time despite an e-mailed respite, delete all user data.

(3) Users will only be allowed single access; no transfer will be allowed.

(4) Users will be activated after successful registration and thus be enabled to create clients, set up transfer periods and test the functionalities of the Application.

(5) Files generated by the trial version shall be used for trial purposes only, never for submission to the Bundesanzeiger, Company Register or national OAM.

(6) Users will be obliged to immediately inform the Provider should they suspect that their access rights were abused. Users will be held liable for activities taking place under their registered access and shall indemnify the Provider against third party claims for damages users may be held responsible for.

§ 4 Duties of the user to avoid loss of data

(1) The Provider will not automatically cache data. Users shall be responsible for backing up their data in good time. The Application will not store data unless users activate the “Save” button. Users should regularly save the entered or uploaded data external to the Application.

§ 5 Rights of use and copyright

(1) The Provider grants users the non-exclusive and non-transferable right of use for trial purposes for the duration of the trial period.

(2) No further rights of use or utilisation exist. Users will, in particular, not be permitted to copy, distribute or transfer the product or make it available to the public.

(3) With the exception of the rights of use for trial purposes, the Provider will remain the sole owner of all rights to the trial version.

§ 6 Duties of the user

Users shall ensure proper operation, hold access data in confidence and not pass such data on to third parties. Users shall ensure that no third party will become privy to their access data.

§ 7 Obligation to return

Users shall after the trial, phase be obligated to delete the provided access data. Users shall, on request of the Provider, submit a written statement confirming the deletion.

§ 8 Costs

Users will be offered the opportunity to test the Application for a limited period within the scope of a demo or trial access, free of charge. Full unlimited use of the Application will require the conclusion of a contract with the specific individual user. Users may either use the existing registration form or refer to the contact details given on the website (telephone number, e-mail address) to express their interest in the conclusion of a contract for the Application. The Provider will then contact such users.

§ 9 System integrity and www.esef-manager.eu website errors

(1) Users shall not when using the website deploy any systems, software or other malicious program codes that could potentially interfere with the functionality of the website.

(2) Users shall not take any actions that may unreasonably or excessively burden the infrastructure.

(3) Users shall not block, overwrite or modify any content generated by the Provider or in any other way interfere with the website.

(4) The Provider will at all times be entitled to check the usage of the Application in terms of the agreed Terms of Use and in the event of concrete indication of abuse to cancel the access rights of users until such time as suspicion of unlawful use can be put to rest. The Provider expressly reserves the right of further legal action.

§ 10 Liability

Liability will be excluded for breach of duty due to slight negligence, with the exception of damages arising from physical injury, health or loss of life or from guarantees or claims under the Product Liability Act. Liability for the violation of obligations essential to the proper performance of the contract and which the other party to the contract may regularly rely on to be fulfilled (cardinal obligations) shall not be affected by the exclusion of liability as per Sentence 1, whereby such liability shall be limited to compensation of typically foreseeable damage. The above limitation of liability shall also mutatis mutandis apply to legal representatives, employees and other vicarious agents and/or assistants of the Provider.

§ 11 Transfer of license agreements  

The Provider is entitled to transfer the existing license agreements to the following provider: fwsb GmbH, Hauptstr. 71-79, 65760 Eschborn. The Provider will inform the users of such transfer by e-mail.

§ 12 Amendments to these GTC

The Provider reserves the right at any time to amend these GTC without giving reasons. Amended provisions will be sent to users by e-mail before entering into effect. Amended GTCs will be deemed accepted unless a user objects to their validity within six weeks of notification. The Provider will specifically point out the meaning of this deadline in the e-mail with the amended provisions distributed to users.

§ 13 Conclusion of contract prior to full use of the Application

Full use of the Application for the creation of XHTML files and for transmission of XHTML files to the Bundesanzeiger and the German OAM will be subject to prior conclusion of a contract and an order processing agreement. Conclusion of a contract and an agreement on order processing will imply a contract on the use of the Application between the Provider and the specific user. No claim will exist to the conclusion of a license agreement. Users must ensure functional communication by e-mail.

Contractual conditions and pricing will be by individual and separately recorded agreement with users. Users will after the conclusion of the contract, receive new access data allowing full and unlimited use of the ESEF-Manager.

§ 14 Final provisions  

(1) The contract and its amendments must be in text form. No ancillary agreements exist. Ancillary agreements, amendments or supplements or cancellation of the text form requirement must be in text form to be effective.

(2) All provisions contained in these GTC shall be assessed separable in content and separate from the other provisions, should one or more provision be invalid. Should a provision under these GTC be ineffective, then the remaining provisions shall not be affected thereby. Such the ineffective provision shall instead be substituted by a provision which corresponds to or at least as closely as possible approaches the purpose the contracting parties would have agreed upon had they been aware of such ineffectiveness.

Insofar as terms and conditions or information on the publisher’s websites are made available in different languages, the German version shall exclusively apply, especially in respect of interpretation meaning of the text.

Other language versions (translations) are intended purely as a service by the publisher.

(3) The laws of the Federal Republic of Germany shall exclusively apply.

(4) If the provider’s contractual partner is a merchant, a legal entity under public law or a special fund under public law, the place of performance and jurisdiction shall be Cologne for both parties.