General Terms and Conditions

§ 1 Scope of Application

(1) These General Terms and Conditions (hereinafter "GTC") apply to all contracts between DignativeX GmbH (hereinafter "Contractor") and its business customers (hereinafter "Client") for consulting services, software development, and software licensing (SaaS).

(2) A business customer within the meaning of these GTC is any natural or legal person or partnership with legal capacity who, when concluding the contract, acts in the exercise of their commercial or independent professional activity (Section 14 BGB - German Civil Code).

(3) Deviating, conflicting, or supplementary general terms and conditions of the Client shall only become part of the contract if and to the extent that the Contractor has expressly agreed to their validity in writing.

(4) Individual agreements with the Client (including side agreements, amendments, and modifications) shall in all cases take precedence over these GTC.

§ 2 Conclusion of Contract and Service Description

(1) Offers from the Contractor are non-binding and subject to change unless expressly marked as binding.

(2) The contract is concluded by written order confirmation from the Contractor or by commencement of service provision.

(3) The exact scope of services results from the respective offer, order confirmation, or a separate statement of work.

(4) Changes or extensions to the scope of services (change requests) require written form and are to be remunerated separately.

§ 3 Consulting Services

(1) Consulting services are provided to the best of knowledge and belief, taking into account the current state of technology and industry practice.

(2) The Contractor owes careful and expert consulting, but not a specific economic success.

(3) The decision to implement recommendations rests solely with the Client.

(4) Consulting services are generally provided on the basis of daily rates or flat-rate agreements. Invoicing occurs monthly unless otherwise agreed.

§ 4 Software Development

(1) Software development is based on a jointly agreed specification or requirements document.

(2) The Contractor uses agile development methods. The Client commits to active participation, particularly in sprint reviews and approval of interim results.

(3) The software is deemed accepted when:

• the Client declares acceptance in writing, or
• the Client uses the software productively, or
• no material defects are reported within 14 days after delivery.

(4) Minor deviations from the specification that do not substantially impair usability do not entitle the Client to refuse acceptance.

§ 5 SaaS Services (Software as a Service)

(1) As part of SaaS services, the Contractor provides the Client with software for use via the internet.

(2) The Contractor guarantees service availability of 98.5% on an annual average, based on 24 hours a day, 7 days a week. Scheduled maintenance is excluded from this and will be announced in advance.

(3) The Client receives a non-exclusive, non-transferable right of use limited to the contract term.

(4) The Client is responsible for backing up their data entered into the software, unless otherwise agreed.

§ 6 Client's Duties to Cooperate

(1) The Client shall provide the Contractor with all information, data, and access required for service provision in a timely and complete manner.

(2) The Client shall designate a responsible contact person authorized to make decisions on project matters.

(3) The Client shall participate in the review and acceptance of services within a reasonable time frame.

(4) Delays due to missing or late cooperation shall not be at the Contractor's expense and shall entitle the Contractor to a reasonable extension of deadlines.

§ 7 Remuneration and Payment Terms

(1) Remuneration is based on the agreement in the offer or contract.

(2) All prices are exclusive of statutory VAT.

(3) Invoices are payable within 14 days of the invoice date without deduction.

(4) In case of payment default, the Contractor is entitled to charge default interest at a rate of 9 percentage points above the base interest rate (Section 288 (2) BGB).

(5) For longer-term projects, the Contractor is entitled to request progress payments.

§ 8 Usage Rights and Copyright

(1) Upon full payment, the Client receives a simple, non-transferable, perpetual right of use for individually created software for their own business purposes, unless expressly agreed otherwise.

(2) Source code will only be delivered if expressly agreed.

(3) Standard software, frameworks, and reusable components (e.g., libraries, templates) that the Contractor incorporates into the solution remain the property of the Contractor or their respective rights holders. The Client receives a right of use to the extent necessary for using the overall solution.

(4) Work results from consulting services (e.g., concepts, documentation) may only be used by the Client for their own purposes. Transfer to third parties requires written consent.

§ 9 Warranty and Defect Claims

(1) The Contractor warrants that the services comply with the agreed specifications and are free from material defects.

(2) Defects must be reported in writing immediately, no later than 14 days after discovery, with a precise description of the defect.

(3) In case of justified defect claims, the Contractor shall first provide supplementary performance at their choice through repair or redelivery.

(4) The warranty period is 12 months from acceptance, unless a longer period is required by law.

(5) No warranty applies to defects caused by improper use, modifications by the Client or third parties, unauthorized interventions, or use in a system environment not intended for the software.

§ 10 Liability

(1) The Contractor is liable without limitation for intent and gross negligence as well as for damages from injury to life, body, or health.

(2) In case of slight negligence, the Contractor is only liable for breach of essential contractual obligations (cardinal obligations). In this case, liability is limited to typical, foreseeable damage.

(3) Liability is limited per claim to 1.5 times the agreed remuneration for the respective individual contract, but no more than EUR 100,000.

(4) The above limitations of liability do not apply to claims under the German Product Liability Act or in cases of fraudulent concealment of defects.

(5) The Contractor is not liable for lost profits, indirect damages, or consequential damages unless these are based on intent or gross negligence.

§ 11 Confidentiality and Data Protection

(1) The contracting parties undertake to keep confidential all confidential information received in the course of cooperation and to use it only for contractual purposes.

(2) This obligation continues after termination of the contractual relationship.

(3) To the extent that the Contractor processes personal data on behalf of the Client, a separate data processing agreement pursuant to Art. 28 GDPR shall be concluded.

(4) The Contractor is entitled to name the Client as a reference customer unless the Client objects.

§ 12 Contract Term and Termination

(1) Contracts for individual services (consulting, project work) end upon completion of the agreed service.

(2) Continuing obligations (SaaS, support contracts) may be terminated with 3 months notice to the end of the contract term.

(3) The right to extraordinary termination for good cause remains unaffected.

(4) Good cause exists in particular when:

• a contracting party materially breaches contractual obligations despite notice,
• insolvency proceedings are opened over the assets of a contracting party or rejected for lack of assets.

(5) Terminations require written form.

§ 13 Force Majeure

(1) In the event of force majeure (e.g., natural disasters, pandemics, war, governmental measures, strikes) that significantly impede or make service provision impossible, service deadlines shall be extended by the duration of the impediment plus a reasonable start-up period.

(2) If the impediment lasts longer than 3 months, each contracting party is entitled to withdraw from the contract.

§ 14 Final Provisions

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

(2) The exclusive place of jurisdiction for all disputes arising from this contract is the Contractor's registered office, provided the Client is a merchant, legal entity under public law, or special fund under public law.

(3) Should individual provisions of these GTC be or become invalid, the validity of the remaining provisions shall remain unaffected. The invalid provision shall be replaced by a valid provision that comes closest to the economic purpose of the invalid provision.

(4) Amendments and supplements to these GTC require written form. This also applies to the waiver of this written form requirement.