General Terms and Conditions of [0x1]} Software und Consulting GmbH

$1 Scope of Application

The general terms and conditions hereunder shall apply to all offers, orders, services and deliveries by [0x1] Software und Consulting GmbH -- hereinafter referred to as [0x1] -- to the exclusion of any conflicting conditions of the client. Any deviations from these terms and conditions shall require the written form.

$2 Offers and Conclusion of Contract

All offers by [0x1], unless expressly agreed otherwise, shall be subject to change and non-binding. The scope of the services to be performed by [0x1] shall be defined solely by the confirmation of order by [0x1]; these general terms and conditions shall apply as a supplement.

$3 Obligations of the Client

[0x1] and the client are in agreement that the successful execution of the order depends to a substantial extent on the efficient and successful cooperation of the parties. As an essential obligation under the contract, the client therefore undertakes to provide [0x1] with the necessary information and materials, which are to be supplied in due time and in a manner conforming to the purpose with regard to form, quality and scope.

The client shall be responsible for backing up his own data regularly. A daily backup of data is recommended.

$4 Prices and Terms of Payment

Unless expressly agreed otherwise, payments shall become due upon delivery or performance, on the date of the invoice at the latest, and are payable immediately without any deductions. If the client causes the delay of the delivery, payment shall be due upon the date of performance readiness.

The client shall be entitled to a set-off or to exercising his right of retention only if [0x1] expressly agrees or if the counter-claims have been recognized by declaratory judgment.

$5 Delivery and Retention of Title

If the service to be performed by [0x1] includes software, the agreed rights of use to this software shall pass to the client only upon payment in full of the purchasing price with respect to all receivables, including future receivables, arising from the contract and, moreover, from the entire business relationship.


$6 Rights of Use

If the service to be performed by [0x1] includes software, [0x1] shall grant to the client a simple, non-exclusive right of use to this software that is unlimited as regards time. All other rights, particularly also property rights, copyrights and trademark rights to the software shall remain reserved exclusively for [0x1]. The right to sub-license is excluded.

Unless expressly agreed otherwise in writing, [0x1] shall deliver software in object code. [0x1] particularly reserves the right to provide the software with a suitable license protection mechanism. All rights to the source code of the software remain reserved for [0x1].

$7 Warranty

The warranty period shall be twelve months starting upon delivery. The precondition for any warranty claims shall be the reproducibility or detectability of the defects and the compliance with the obligations under $3 of these terms and conditions.

[0x1] shall eliminate at its own expense any defects that are reported with a proper list of defects prior to the expiry of the warranty period. Upon request, the client shall provide [0x1], to a reasonable extent, with documents, data and information required by [0x1] for assessing and eliminating the defect.

$8 Limitations of Liability

[0x1] shall be obligated to compensate for any damages, irrespective of the legal grounds, only if the damages can be attributed to gross negligence or intent by [0x1]. In the case of gross negligence, [0x1] shall not be liable for any indirect damages, consequential damages caused by defects or loss of profit. In any case, the liability of [0x1] shall be limited to the amount paid by the client for the services under this contract. Claims based on mandatory legal provisions pertaining to product liability shall remain unaffected.

$9 Confidentiality

Both parties to the contract undertake to keep any information secret indefinitely that the other party to the contract has expressly designated in writing as confidential, or that due to other circumstances is clearly recognizable as a business or trade secret of the other party to the contract, and not to record it, nor pass it on, nor exploit it, unless this is necessary for achieving the purpose of the contract.

$10 Place of Jurisdiction

Unless otherwise prescribed by law, the place of performance and sole place of jurisdiction for all legal disputes arising from the business relationship shall be the domicile of [0x1].

$11 Final Provisions

In the event that individual provisions of this contract are legally invalid, or if they lose their validity in law due to future circumstances, or if the contract is found to contain any gap or loophole, the legal validity of the other provisions shall not be affected thereby. In place of the invalid provision or in order to fill the loophole or gap, an appropriate provision shall apply which, as far as possible, comes closest to what the parties to the contract would have intended had they considered this aspect.