General terms and conditions

§ 1 Scope

These general terms and conditions apply to all contracts between Artim Industries UG (haftungsbeschränkt), Wasserstraße 22A, 47623 Kevelaer (the "Contractor") and its clients concerning software development, consulting, operation and maintenance.

Differing, conflicting or supplementary terms of the client only become part of the contract if the Contractor has expressly agreed to them in text form.

These terms apply to entrepreneurs within the meaning of § 14 BGB, legal entities under public law and special funds under public law. They apply to consumers only insofar as mandatory consumer protection provisions do not prevent this.

§ 2 Subject matter

The subject of the contract is the service described in the respective offer. The scope and quality are determined exclusively by the description of services in the offer or in a separate agreement.

Statements in advertising material, on the website or in presentations are not agreements on quality unless they are expressly designated as such.

The Contractor owes the agreed service, not a particular commercial success on the part of the client.

§ 3 Formation of contract

Offers by the Contractor are without obligation and valid for the period stated in the offer, or, if none is stated, for 30 days from receipt.

A contract comes into being when the client accepts the offer in writing or in text form, or when performance begins.

Changes to the agreed scope require an agreement in text form. The Contractor will point out any resulting effects on fees and dates.

§ 4 Performance

The Contractor performs the services according to the recognised state of the art and with the care of a prudent businessperson.

The Contractor may engage subcontractors to fulfil the contract and remains responsible for their work.

Dates are binding only where they have been expressly agreed as such. If performance is delayed for reasons for which the client is responsible, agreed dates shift accordingly.

§ 5 The client's duties to cooperate

The client provides the information, data, access and contact persons required for performance in good time and in a suitable form.

The client names one contact person authorised to make decisions, and a deputy.

If the client does not meet these duties in time, deadlines are extended appropriately. Additional effort arising for the Contractor as a result is charged on a time and materials basis.

§ 6 Fees and payment terms

Fees follow the offer. Unless agreed otherwise, work is billed on a time and materials basis at the agreed hourly rates.

All prices are exclusive of value added tax at the applicable statutory rate.

Invoices are payable within 14 days of receipt without deduction. Ongoing services are invoiced monthly.

§ 7 Rights of use

Upon full payment of the agreed fee, the client receives a non-exclusive right to use the work results created under the contract, unlimited in time and territory, for the purposes provided for in the contract.

The Contractor remains entitled to continue using general know-how, concepts, tools and reusable building blocks that are not specific to the client.

Where work results contain open source components, only the respective licence terms apply to those. The Contractor discloses the components used.

More extensive rights, in particular an exclusive right of use or a transfer of the source code for free further exploitation, require a separate agreement.

§ 8 Warranty

For work performed under a contract for work and services, claims for defects become time-barred twelve months after acceptance. Statutory periods remain unaffected where mandatory law requires this or where a defect was fraudulently concealed.

The client reports defects in text form without undue delay after discovering them, described in a way that allows them to be reproduced.

The Contractor remedies defects at its option by rectification or by producing the work anew. If subsequent performance fails twice, the client may reduce the fee or withdraw from the contract.

There is no defect where the impairment results from improper use, from changes made by the client or third parties, or from a system environment that was not agreed.

§ 9 Liability

The Contractor is liable without limitation for intent and gross negligence, for injury to life, body or health, under the German Product Liability Act, and to the extent of any guarantee given.

In the case of slightly negligent breach of material contractual obligations — obligations whose fulfilment makes the proper performance of the contract possible in the first place and on whose observance the client may regularly rely — liability is limited to the foreseeable damage typical for this type of contract.

Liability is otherwise excluded.

The Contractor is liable for the loss of data only insofar as the client maintained an appropriate backup in line with the state of the art and the data could have been restored with reasonable effort.

§ 10 Confidentiality and data protection

The parties treat all information of the other party that becomes known in the course of the cooperation as confidential and use it solely for the purposes of performing the contract. This duty continues after the contract ends.

Where the Contractor processes personal data on behalf of the client, the parties conclude a data processing agreement pursuant to Article 28 GDPR before processing begins.

§ 11 Term and termination

Contracts for one-off services end with their complete performance and acceptance.

Continuing obligations, in particular maintenance and operating contracts, run for an indefinite period and may be terminated by either side with three months' notice to the end of a month, unless agreed otherwise.

The right to terminate for cause remains unaffected. Notice of termination must be given in text form.

After the contract ends, the Contractor hands over the documents and access required to carry on, on request. Any handover effort beyond that is charged on a time and materials basis.

§ 12 Final provisions

The law of the Federal Republic of Germany applies, excluding the UN Convention on Contracts for the International Sale of Goods.

If the client is a merchant, a legal entity under public law or a special fund under public law, the place of jurisdiction for all disputes arising from the contractual relationship is the Contractor's registered office.

Amendments and additions to this contract require text form. This also applies to any waiver of this form requirement.

Should a provision be or become invalid, the validity of the remaining provisions remains unaffected.