GTCs

Status: 12.05.2018

1. scope of contract and validity

1.1 All orders and agreements shall only be legally binding if they are signed by the contractor in writing and in the proper form and shall only be binding to the extent stated in the order confirmation. Terms and conditions of purchase of the client are hereby excluded for the present legal transaction and the entire business relationship. Offers are always subject to change.

2. performance and testing

2.1 The subject of an order is consulting and development services in information technology or the purchase and lease of software usage rights.

2.2 The development of individual organizational concepts and programs shall be carried out according to the type and scope of the binding information, documents and aids provided in full by the client. This shall also include practical test data as well as test facilities to a sufficient extent, which shall be provided by the principal in a timely manner, during the statutory normal working hours in accordance with the Working Hours Act and at its own expense. If the client is already working in live operation on the system provided for testing, the responsibility for securing the live data lies with the client.

2.3 The basis for the creation of individual programs shall be the written performance specification which the contractor shall prepare against cost calculation on the basis of the documents and information provided to it or which the customer shall make available. This performance specification is to be checked by the customer for correctness and completeness and to be marked with his approval. Requests for changes occurring at a later date may lead to separate agreements on dates and prices.

2.4 Individually created software or program adaptations shall require program acceptance by the customer for the respective program package at the latest four weeks after delivery. This shall be confirmed in a protocol by the customer. (Check for correctness and completeness on the basis of the performance specification accepted by the Contractor by means of the test data provided under item 2.2). If the customer allows the period of four weeks to elapse without accepting the program, the delivered software shall be deemed to have been accepted on the end date of the aforementioned period. If the software is used in live operation by the customer, the software shall be deemed to have been accepted in any case. Any defects that occur, i.e. deviations from the performance description agreed in writing, shall be reported by the customer to the contractor with sufficient documentation, who shall endeavor to remedy the defects as quickly as possible. If there are significant defects reported in writing, i.e. if live operation cannot be started or continued, a new acceptance shall be required after the defects have been remedied. The customer shall not be entitled to refuse acceptance of software due to immaterial defects.

2.5 When ordering library (standard) programs, the customer confirms with the order the knowledge of the scope of services of the ordered programs.

2.6 Should it become apparent in the course of the work that the execution of the order in accordance with the service description is actually or legally impossible, the contractor shall be obliged to notify the client within seven days. If the Customer does not change the service description or does not create the preconditions for the execution to become possible, the Contractor may refuse the execution. If the impossibility of execution is the result of a failure on the part of the Customer or a subsequent change to the service description by the Customer, the Contractor shall be entitled to withdraw from the order. The costs incurred for the Contractor's activities up to that point, advance services and expenses as well as any set-up and dismantling costs shall be reimbursed by the Client.

2.7 Any shipment of program carriers, documentation and service descriptions shall be at the expense and risk of the Customer. Additional training and explanations requested by the client will be invoiced separately. The conclusion of separate insurances - of whatever kind - shall only take place at the request of the client.

3. prices, taxes and fees

3.1 All prices are quoted in Euro without value added tax. They shall only apply to the present order. The prices quoted (in particular time charges) are understood to be ex the Contractor's place of business or office. The costs of program carriers (e.g. CD's, magnetic tapes, magnetic disks, floppy disks, streamer tapes, magnetic tape cassettes, etc.) as well as any contract fees shall be invoiced separately.

3.2 For library (standard) programs, the list sales prices valid on the day of delivery shall apply. For all other services (organizational consulting, programming, training, conversion support, telephone consulting, etc.), the amount of work shall be charged at the rates valid on the day the service is rendered. Deviations from a time expenditure on which the contract price is based, for which the Contractor is not responsible, will be charged according to actual occurrence.

3.3 The costs for travel, daily and overnight allowances shall be invoiced separately to the Client in accordance with the applicable rates. Travel times shall be deemed to be working time.

3.4 In the case of contracts concluded on a permanent basis with a term of more than 12 months, it shall be agreed - unless otherwise agreed - that the prices shall remain stable in value. The consumer price index published monthly by the German Federal Statistical Office or an index replacing it shall serve as a measure for the calculation of the stable value. The starting point for this value retention is the published index figure for the month in which the contract was concluded. An index adjustment of the prices is carried out annually on 01 January of each year. The index figure of the month of the conclusion of the contract is compared with the index figure of January and thus the percentage of the fee adjustment for the following twelve months is determined. In the following contract years, this process is repeated with the current index figures, whereby the index figure from January of the previous year is then used as the basis for comparison.

4. delivery date

4.1 The Contractor shall endeavor to meet the agreed dates of performance (completion).

4.2 However, the targeted performance dates can only be met if the customer correctly and completely performs all necessary work on the dates specified by the contractor and provides all requested documents, in particular the performance specifications accepted by the customer according to item 2.3, and fulfills its obligation to cooperate. The contractor shall not be responsible for delays in delivery and cost increases resulting from incorrect, incomplete or subsequently changed data and information or documents provided and such delays shall not result in default on the part of the contractor. Any additional costs resulting therefrom shall be borne by the client.

4.3 In the case of orders comprising several units or programs, the contractor shall be entitled to make partial deliveries or to issue partial invoices - in each case per program or per unit.

5. payment

5.1 The invoices issued by the contractor including value added tax shall be payable immediately upon receipt of the invoice without any deductions and free of charges. For partial invoices, the terms of payment specified for the entire order shall apply analogously.

5.2 In case of orders comprising several units (e.g. programs and/or trainings, realizations in partial steps), the contractor shall be entitled to invoice after delivery of each individual unit or service (see clause 4.3.).

5.3 Compliance with the agreed payment dates is an essential condition for the contractor's performance of the delivery or fulfillment of the contract. Non-compliance with the agreed payments entitles the contractor to stop the current work and to withdraw from the contract. All related costs and loss of profit shall be borne by the client. In this case, the client also expressly waives the right to claim damages or other claims of any kind, such as warranty, etc.. In the event of default in payment, interest on arrears shall be charged at the rate customary in banking.

5.4 The customer shall not be entitled to withhold payments due to incomplete total delivery, warranty or guarantee claims or complaints.

6. copyright and use

6.1 All work results, rights of use, any industrial property rights and legal positions similar to industrial property rights arising from or in the course of the provision of the services shall be vested in the Client to the greatest possible legal extent. Ownership of all written, machine-readable or other services rendered and work results created by the contractor within the scope of the individual contract shall pass to the client. The client shall be entitled to them without further remuneration, spatially, temporally and in terms of content, without restriction and irrevocably and exclusively, and they may be transferred by the client without the contractor's consent.

6.2 The customer is permitted to make copies for archiving and data backup purposes on condition that the software does not contain any express prohibition by the licensor or third parties and that all copyright and proprietary notices are transferred unchanged to these copies.

6.3 If the disclosure of the interfaces is required for the creation of interoperability of the software in question, this shall be ordered by the customer from the contractor against reimbursement of costs. If the contractor does not comply with this requirement and decompilation takes place in accordance with the copyright act, the results are to be used exclusively for the purpose of establishing interoperability. Misuse will result in compensation for damages.

6.4 If the customer is provided with software whose license holder is a third party, the granting of the right of use shall be governed by the license terms of the license holder (manufacturer).

7. right of withdrawal

7.1 In the event that an agreed delivery time is exceeded due to the sole fault or unlawful action of the contractor, the customer shall be entitled to withdraw from the relevant order by registered letter if the agreed performance is not provided in essential parts even within the reasonable grace period of at least 30 days and the customer is not at fault for this.

7.2 Force majeure, labor disputes, natural disasters, disease epidemics, flu epidemics and transport blockades as well as other circumstances beyond the contractor's control shall release the contractor from the obligation to deliver or allow the contractor to reschedule the agreed delivery time.

7.3 Cancellations by the client are only possible with the written consent of the contractor. If the contractor agrees to a cancellation, it shall be entitled to charge a cancellation fee in the amount of 30% of the order value of the overall project not yet invoiced, in addition to the services rendered and costs incurred.

8. warranty, maintenance, modifications

8.1 The contractor warrants that the software will perform the functions described in the associated documentation, provided that the coftware is used on the operating system described in the contract. a. The prerequisite for the elimination of errors is that

• the customer describes the error in detail in an error message and this is determinable and comprehensible for the contractor;
• the customer provides the contractor with all documents required for the elimination of the defect within a maximum of 14 days after request;
• the customer or a third party attributable to it has not interfered with the software;
• the software is operated under the intended operating conditions according to the documentation.

b. In the case of warranty, improvement shall in any case have priority over price reduction or rescission. In the event of a justified notice of defect, the defects shall be remedied within a reasonable period of time, whereby the customer shall enable the contractor to take all measures necessary to examine and remedy the defects.

The presumption of defectiveness shall be deemed excluded.

8.4 Corrections and additions that prove necessary until the handover of the agreed service due to organizational and programming deficiencies for which the contractor is responsible shall be carried out by the xontractor free of charge.

8.5 Costs for assistance, misdiagnosis as well as error and fault elimination for which the Customer is responsible as well as other corrections, changes and additions shall be carried out by the Contractor against payment. This shall also apply to the elimination of defects if program changes, additions or other interventions have been made by the Customer itself or by third parties.

8.6 Furthermore, the Contractor shall not assume any warranty for errors, malfunctions or damage resulting from improper operation, changed operating system components, interfaces and parameters, use of unsuitable organizational means and data carriers, insofar as such are prescribed, abnormal operating conditions (in particular deviations from the installation and storage conditions) and transport damage.

8.7 Any warranty by the Contractor shall lapse for programs that are subsequently modified by the Client's own programmers or third parties.

8.8 If the subject of the order is the modification or supplementation of already existing programs, the warranty shall refer to the modification or supplementation. The warranty for the original program shall not be revived thereby.

8.9 The contracting parties as entrepreneurs agree on a warranty period (period for assertion of warranty claims) within the meaning of the relevant statutory provisions of six (6) months from handover (acceptance).

9. liability

9.1 The contractor shall only be liable to the customer for damage for which it is demonstrably responsible in the event of gross negligence. This shall also apply mutatis mutandis to damage attributable to third parties engaged by the contractor. In the event of personal injury for which the contractor is responsible, the contractor shall be liable without limitation.

9.2 Liability for indirect damages - such as loss of profit, costs associated with a business interruption, loss of data or claims by third parties - is expressly excluded.

9.3 Claims for damages shall become statute-barred at the latest upon expiry of one year from knowledge of the damage and the damaging party.

9.4 If the contractor performs the work with the assistance of third parties and warranty and/or liability claims arise against these third parties in this context, the contractor shall assign these claims to the customer (also for collection). In this case, the client shall give priority to these third parties.

9.5 If data backup has been expressly agreed as a service, liability for the loss of data shall not be excluded in deviation from clause 9.2, but shall be limited to a maximum of 10% of the order amount per case of damage, up to a maximum of EUR 15,000.00 for the recovery of the data. Any further warranty claims and claims for damages of the Customer other than those specified in this Agreement - irrespective of the legal grounds - shall be excluded.

10. loyalty

10.1 The contracting parties undertake to be loyal to each other. They shall refrain from any enticement and employment, also via third parties, of employees who have worked on the realization of the orders, of the other contractual partner for the duration of the contract and 12 months after termination of the contract. The contracting party violating this provision shall be obliged to pay lump-sum damages in the amount of half a gross annual salary including any pro rata special payments of the employee.

11. data protection, secrecy

11.1 The contracting parties and their employees undertake to comply with the provisions of the German Federal Data Protection Act (BDSG) as amended from time to time and the Basic Data Protection Regulation, respectively.

11.2 The contractual partners who have been commissioned with the provision and execution of the work contract shall use electronic information channels for communication. These electronic information channels are in particular: E-mail, fax, SMS, upload and download via an FTP server, online portals, the Internet as well as Internet applications, etc.

11.3 If the Customer informs the Contractor of an electronic contact option - whether its own contact option or that of a third party (e.g. customers, suppliers, bank, lawyer, notary, etc.) - the Contractor shall be entitled to assume that the Customer agrees to the use of this electronic contact option also for the exchange of confidential information. The Customer confirms that the electronic contact options mentioned to the Contractor are secured on the Customer's side against unauthorized access in accordance with the current state of the art.

11.4 As long as the customer does not inform the contractor in writing that a disclosed electronic contact option may no longer be used, the contractor shall be entitled to transmit confidential information of any kind by way of this electronic contact option. The customer shall ensure that all electronically transmitted information is permanently secured against unauthorized access on the side of the recipient. The customer confirms to have concluded an agreement on secure and confidential electronic communication as well as secure permanent storage of the electronically transmitted information with those persons whom it employs or who have access to the transmitted information in any other way.

11.5 The customer may rely on the fact that data transmitted electronically to the contractor are secured against unauthorized access in accordance with the current state of the art. The contractor confirms that it has concluded an agreement with those persons whom it employs or who otherwise have access to its information on secure and confidential electronic communication as well as secure permanent storage of the electronically transmitted and stored information.

11.6 Agreements on the use of a password with which electronically transmitted information can be protected shall be made in writing for mutually binding use. The customer and the contractor agree that the use of passwords is subject to technical restrictions. If the use of a password is technically impossible, unreasonable or unreasonable, the contractor shall be released from the obligation to use a password in any case.

11.7 The client acknowledges and agrees that the contractor processes and sends confidential information concerning the client via the Internet.

11.8 The client confirms that it is aware that electronically transmitted information can be viewed by other persons and can also be permanently stored at various locations. This is also the case if the transmission of the electronic information takes place properly and concerns, for example, transmitted e-mails that are stored on mail servers (e.g. at providers). The client declares that the contractor uses electronic means of communication with its express consent.

11.9 Both contracting carties are aware of the fact that they have no influence on possible malfunctions of electronic communication channels as well as on the technical conditions of information transmission, i.e. which data lines are used, where the information is temporarily stored and whether or in which way the deletion of this information takes place.

11.10. The client agrees to receive electronic invoices.

11.11. The customer acknowledges and agrees that the contractor digitizes and electronically stores information originally received in paper form. The customer expressly agrees that the contractor may, at its own discretion, destroy the paper documents on which the electronically stored information was originally based and only store them electronically.

11.12. The client acknowledges and agrees that the contractor electronically stores personal data and personal and confidential information (personal data). The contractor shall currently use electronic tools and media corresponding to the state of the art. The contractor may also use third parties to manage the personal data