General terms and conditions

§ 1 General
‍The following general terms and conditions (“GTC”) apply to all contracts between ai-omatic solutions GmbH (“aiomatic”) and the customer for the provision of services in the area of software development.

§ 2 Services
aiomatic will provide services to the customer. These are based on an offer submitted by aiomatic and signed by the customer. For the offers, these terms and conditions are binding regulations between the parties. Insofar as the provisions of the offer and terms and conditions conflict, the provisions of these terms and conditions take precedence in case of doubt. The parties can only agree on deviating regulations in an offer if the offer expressly mentions the deviation from these terms and conditions.

§ 3 Cooperation and duties to cooperate
3.1 The parties work together in a spirit of trust. If a party recognizes that information and requirements, whether their own or those of the other party, are incorrect, incomplete, ambiguous or impracticable, it must immediately inform the other party of this and the consequences apparent to it. The parties will then look for an interest-based solution and, if necessary, strive to achieve this in accordance with the provisions on service changes.

3.2 The customer supports aiomatic in fulfilling the contractually owed services. This includes, in particular, the timely provision of information, expert employees, communication tools and connections as well as hardware and software, and making premises accessible, as far as this is necessary. The customer will instruct aiomatic in detail when working on its premises and on its technical equipment due to the circumstances to be considered. The customer shall cooperate at his own expense.

3.3 The customer ensures that all cooperation services necessary for the provision of the agreed service are provided in good time, in full and free of charge for the contractor. The cooperation services to be provided by the customer are a prerequisite for aiomatic's provision of services in accordance with the contract.

3.4 aiomatic will provide timely information about the necessary cooperation services and these will only become mandatory for the customer once they have been confirmed by the customer (e-mail is sufficient). If the customer does not provide the cooperation services, the resulting increases in fees or delays will be borne by the customer.

3.5 If it is necessary for aiomatic to obtain access to the customer's communication and data processing systems/servers to provide services, this will be ensured by the customer. Access is via a remote connection for IT service providers (e.g. via Remote Desktop Protocol (RDP), TeamViewer, etc.). To import new software releases or manage the server, the customer will grant aiomatic the necessary admin rights in good time and name all required passwords.

§ 4 Contact person
4.1 The parties will each appoint a contact person and his representative. For the other party, these are the exclusive contacts for agreements and agreements of all kinds for all issues relating to the legal framework of cooperation. The parties assure that the contacts and representatives to be appointed by them are fully authorized to make all decisions relating to the cooperation.

4.2 The parties are free to replace the contacts they have appointed and their representatives with other persons. Changes must be notified immediately to the other party in writing or by e-mail. When making changes, the parties will ensure that there are no disruptions in cooperation and that newly appointed persons have all the necessary information and expertise necessary for the smooth continuation of the project.

§ 5 Remuneration
5.1 The remuneration is based on the respective offer/contract.

5.2 Invoices from aiomatic are payable 14 days from the date of invoice.

5.3 All amounts are exclusive of statutory sales tax.

§ 6 Additional Expenses, Additions and Amendments
6.1 All services provided by aiomatic that are based on subsequent requests for changes and additions by the customer are considered to be additional costs. Supplementary requirements must generally be requested in writing. aiomatic is not obliged to make changes or additions that relate to services that have already been accepted. This applies even if the respective project has not yet been accepted, although the requirements for acceptance have already been met.

6.2 If aiomatic decides to make changes and additions to works that have already been accepted, these will be agreed and carried out as new orders.

6.3 In the event of requests for changes that can be reviewed within 1 working hour and expected to be implemented within 8 working hours, aiomatic may refrain from the procedure in accordance with Section 6 (4) — (7).

6.4 aiomatic will immediately check what effects the desired change will have, in particular with regard to remuneration, additional costs and deadlines. If aiomatic recognizes that the services to be provided cannot be carried out or can only be carried out with a delay due to the extent of the audit, aiomatic will immediately inform the customer and point out that the change request can only be reviewed if the provision of the originally agreed services is postponed for the duration of the review of the change request. If the customer agrees to this postponement, aiomatic will immediately review the request for change. Otherwise, the amendment process will end.

6.5 After the change request has been reviewed, aiomatic will explain to the customer the effects on the agreements made. The presentation contains either a detailed proposal for implementing the change request or information as to why the change request cannot be implemented technically.

6.6 The parties will immediately vote on the content of a proposal for the implementation of the change request and attach the result of a successful vote to the text of the agreement to which the amendment relates as a supplementary agreement to the affected offer.

6.7 If an agreement is not reached or if the amendment process ends for another reason, the original scope of services remains the same. The same applies in the event that the customer does not agree to a postponement of services to further carry out the audit in accordance with Section 6 (4).

6.8 The dates affected by the change process will be postponed as necessary, taking into account the duration of the review, the length of the vote on the proposed amendment and, where applicable, the duration of the change requests to be carried out plus a reasonable usual start period. aiomatic will notify the customer of appropriate new date suggestions; the parties will then set the new dates by mutual agreement.

6.9 The customer must bear the expenses arising from the change request. This includes in particular examining the change request and preparing a change proposal.

6.10 aiomatic is entitled to slightly change the services to be provided in accordance with the offer if the change is absolutely necessary and reasonable for the customer. aiomatic will coordinate such changes with the customer before they are carried out.

§ 7 Withdrawal and termination
7.1 The customer can only withdraw due to a breach of duty that does not consist of a defect in the work if aiomatic is responsible for this breach of duty.

7.2 Termination in accordance with Section 649 BGB is excluded.

§ 8 Rights of use and copyrights
8.1 The customer receives a simple right of use for the intended use of all service results created as part of the project as well as the software tools and software modules developed by aiomatic itself and which aiomatic uses as part of the service provision. Unless the parties make a different agreement, the intended use includes the right to load, display and run the software. In addition, the rights under Section 69d (2) UrhG and Section 69d (3) UrhG as well as the rights and obligations under Section 69e UrhG apply to the customer. Further uses, in particular free editing of the software, are not permitted.

8.2 The customer has no administrative access to the software system and no access to the source code. He is not authorized to use the source code.

8.3 Granting and/or transferring the rights of use granted in paragraphs (1) - (2) to third parties is not permitted, unless the customer completely surrenders his own rights of use.

8.4 The customer receives a right to use standard software and standard software modules from third-party providers in accordance with the respective license terms of the third-party provider.

8.5 The customer also receives a right to use open source software and third-party, externally licensed media content (e.g. image and layout material) in accordance with the relevant license terms. aiomatic will inform the customer in good time before using open source software or content that falls under this regulation and obtain consent to their use.

8.6 The granting of rights of use only becomes effective upon full payment of the agreed remuneration under the offer/contract.

8.7 The customer expressly declares that he has all necessary rights to use software, media content, etc. provided by him, which are to be processed by aiomatic for him in accordance with this agreement.

§ 9 Acceptance
9.1 As soon as aiomatic has created a concept or specification that meets the contractual requirements, the customer will accept this by means of a declaration in text form (§ 126 b BGB) within a maximum of 7 days of provision.

9.2 As soon as aiomatic has completed a project and this meets the contractual requirements, aiomatic will notify the customer of the acceptance readiness in text form (§ 126 b BGB). On receipt of this declaration, a period of 14 days begins for the customer, within which the customer is obliged to review and accept it in writing. Any existing defects must be reported to aiomatic in writing in the acceptance report. aiomatic will correct these defects within a reasonable period of time and make the project available for acceptance again.

9.3 If the acceptance period expires without aiomatic receiving a declaration of acceptance or a notification of defects, the work product is considered to have been accepted free of defects upon expiry of the deadline. The work product is also considered to have been accepted free of defects when the customer puts it into operation, publishes it or pays the agreed remuneration.

9.4 The declaration of acceptance must not be refused due to minor defects. Defects which do not or do not significantly impair usability are irrelevant.

§ 10 Warranty
10.1 The customer is aware that software generally cannot be created completely error-free. Minor defects therefore do not prevent the use of the software in accordance with the agreement.

10.2 aiomatic guarantees that the work products provided by aiomatic under the agreement are free from third-party property rights and, to the knowledge of aiomatic, there are also no other rights that restrict or exclude contractual use. aiomatic releases the customer from all possible claims by third parties in this regard.

10.3 If the contractual use is affected by third-party property rights, the customer must immediately inform aiomatic of this as soon as it becomes aware. In this case, aiomatic has the right, to a reasonable extent and in consultation with the customer, to either amend the contractual services so that they fall outside the scope of protection but still comply with the contractual provisions, or to obtain the authority that they not used in accordance with the contract in accordance with the contract and at no additional cost to the customer can be.

10.4 aiomatic does not guarantee that the created work products will retain their contractually agreed suitability even under changed circumstances in the event of general changes in technology (e.g. browsers, server technology, plug-in operating systems, W3C standards, online access, etc.). There is no right to subsequent adjustment.

10.5 As far as this is possible and reasonable for the customer with regard to the effects of the defect, aiomatic may provide the customer with an interim solution to circumvent the defect (workaround) until the defect is finally remedied.

10.6 The warranty claim is void if the customer modifies work products himself or has them changed by third parties without the consent of aiomatic, unless the customer proves that the remaining defects were not caused by changes made by him or the third party or failure to maintain or update.

10.7 The warranty period is 1 year and begins with the acceptance of the work results. The statutory limitation periods for claims arising from bodily injuries and claims under the Product Liability Act as well as warranty claims remain unaffected by this.

§ 11 Liability
11.1 aiomatic is liable indefinitely for the damage suffered by the customer in connection with the provision of services, insofar as these are based on intentional or grossly negligent conduct.

11.2 aiomatic is also liable for the damage suffered by the customer in connection with the provision of services, insofar as these were caused by negligent breach of an essential contractual obligation. In this case, aiomatic's liability is limited to the damage typically foreseeable upon conclusion of the contract.

11.3 The above limitations of liability do not apply to liability for personal injury and liability under the Product Liability Act.

11.4 Insofar as aiomatic creates the work results in accordance with the customer's instructions and/or on the basis of content provided by the customer, aiomatic assumes no liability for the work results being legally compliant. aiomatic assumes no liability for the content provided by the customer. It is the customer's responsibility to have the services or work to be provided by aiomatic legally checked before they are published.

11.5 The customer is obliged to take effective measures to prevent and reduce damage. aiomatic is not liable for loss of data and/or programs insofar as the damage is based on the customer's failure to carry out data backups and thus ensure that lost data can be restored with reasonable effort.

11.6 Liability is excluded for defects in the customer's programs that already exist before aiomatic is taken over. The processing status at the time aiomatic starts working is decisive.

11.7 The above regulations also apply in favour of aiomatic's vicarious agents.

§ 12 Deadlines
12.1 Dates for the provision of services are only considered binding if they are confirmed in writing by aiomatic.

12.2 Delays in performance due to force majeure (e.g. strike, lockout, official orders, general telecommunications disruptions, etc.) and circumstances within the customer's area of responsibility (e.g. failure to provide assistance services on time, delays by third parties attributable to the customer, service changes, etc.) are not responsible for aiomatic and entitle aiomatic to postpone the provision of the affected services for the duration of the hindrance plus a reasonable start-up period. aiomatic will serve the customer Identify delays in performance due to force majeure.

§ 13 Data protection‍
13.1 aiomatic undertakes to comply with legal provisions on data protection, in particular to collect, process and use personal data only for the purpose agreed with the customer.

13.2 aiomatic undertakes to only use personnel who have been committed to data secrecy.

13.3 aiomatic also undertakes to entrust subcontractors/freelancers with the processing of personal data only if they have previously committed themselves in writing to comply with data protection regulations.

§ 14 Confidentiality, press release
14.1 The documents, knowledge and experience provided to the other party may be used exclusively for the purposes of cooperation and may not be made available to third parties unless they are intended to be made available to third parties or are already known to the third party.

14.2 Third parties are not the assistants involved in the execution of the contractual relationship, such as freelancers, subcontractors, etc.

14.3 In addition, the parties agree to maintain confidentiality about the knowledge gained during the execution of a project.

14.4 The confidentiality obligation also applies beyond the termination of the contractual relationship.

14.5 If a party so requests, the documents provided by it, such as strategy papers, briefing documents, etc. must be handed over to it after termination of the contractual relationship, unless the other party can assert a legitimate interest in these documents.

14.6 aiomatic may publicly name projects carried out for the customer as a reference.

Section 15 Prohibition of solicitation
15.1 During the period of cooperation between the parties and for a period of one year thereafter, the customer undertakes not to recruit employees from aiomatic or hire them without the consent of aiomatic.

15.2 For each case of infringement of the prohibition of referral, the customer will pay aiomatic a contractual penalty, the amount of which will be set at aiomatic's reasonable discretion and which, in the event of a dispute, can be reviewed by the competent court at the customer's request.

§ 16 Miscellaneous
The assignment of claims is only permitted with the prior written consent of the other party. Approval must not be unreasonably denied. The provision of Section 354 a HGB remains unaffected by this.

§ 17 Final Provisions
17.1 There are no additional oral agreements. All changes and additions to these terms and conditions must be made in writing to be effective. This also applies to the amendment of the written form clause itself.

17.2 The law of the Federal Republic of Germany applies, excluding the UN Sales Convention (CISG).

17.3 The place of jurisdiction for all disputes arising from or in connection with these terms and conditions is the registered office of aiomatic.