General Terms and Conditions

§ 1 General

1. The following General Terms and Conditions (GTC) are part of all contracts (in written as well as electronic form) between ActiDoo GmbH, Technologiepark Park 20, 33100 Paderborn (hereinafter referred to as ActiDoo) and the client. Deviating GTCs of national and international contracting parties will not become part of the contract. 2. Side agreements and other deviations from our contracts, license conditions or these GTC require written form. Oral statements must be confirmed in writing. 3. Agreements made individually between the contracting parties (including side agreements, supplements, and amendments) always take precedence over these terms and conditions. 4. These general terms and conditions also apply to all future business with the client, as long as they are legal transactions of a similar nature.

§ 2 Services

1. ActiDoo provides various services, such as consultations and programming. A current description of services can be found by the client in their offer or in the respective closed contract. The exact scope of service is agreed within the framework of the duty schedule between the parties. 2. Voluntary, free services and benefits from ActiDoo can be discontinued at any time. In this case, the client has no claim to the continuation of the service.

§ 3 Placing of orders

1. Orders must be placed in writing or by email to ActiDoo. 2. The contract is concluded with the acceptance of the client's orders by order confirmation by email or letter post by ActiDoo. 3. Orders transmitted electronically (via email/form submission) are binding for the client even without signature.

§ 4 Payment terms

1. All prices are exclusive of statutory VAT. 2. The remuneration is due at the conclusion of a project stage according to the schedule agreed for the contract. 3. If monthly billing is agreed between the parties, invoices are issued at the beginning of the following month and become due immediately upon invoicing. 4. Recurring lump-sum remunerations are invoiced in advance according to the respective agreement. 5. Unless otherwise agreed, all fees are due immediately, but no later than 10 days after invoice issuance. ActiDoo is entitled to invoice partial services. 6. Ownership of goods delivered by ActiDoo transfers to the client upon full payment of the outstanding amounts.

§ 5 Usage rights

1. Unless otherwise agreed for intended use, ActiDoo grants the client the non-exclusive, geographically unrestricted, and permanent right to use the services in accordance with the contract, including permanently or temporarily storing and loading them, displaying and running them, even if this requires reproductions. 2. Copyright notices, trademarks, other legal reservations, serial numbers, and other features serving program identification contained in the software may not be altered or made unrecognizable. 3. If ActiDoo provides open source software, the following points apply in particular: 3.1 Open source software refers to software that everyone is initially allowed to use, copy, and distribute, either modified or unmodified. In particular, this means that the source code must be available. 3.2 Insofar as open source software is the subject of a delivery/service, ActiDoo grants the client no usage rights to it. The license terms of the respective open source software apply in this regard, which ActiDoo includes in the event of provision. 4. The production of a backup copy and the duplication within the usual data backups in an appropriate number by the client are allowed. 5. Decompilation within the scope of § 69e UrhG (German Copyright Law) remains permitted. The rights of the client from §§ 69d para. 2 and 3 UrhG also remain unaffected. 6. No usage rights are granted to the client for drafts, models, sketches, and similar works by ActiDoo that serve the development of the final project. If the client wishes to use concepts and ideas from the draft phase, a separate agreement is required for the granting of usage rights. 7. ActiDoo reserves the right to advertise with the product in the usual media and to name the client (including its logo) as a reference. This can happen through illustrations as well as functional excerpts of the product. 8. Until full payment of the remuneration due to ActiDoo, ActiDoo reserves the right to revoke the usage rights granted under § 5 to the client at any time without notice and without a deadline.

§ 6 Customer specifications

1. Wishes and specifications of the client that should be considered in the production of the contractual object and have been agreed between the parties always require written form. 2. The scope of services may be expanded by additional orders. Unless otherwise agreed, the regular hourly rate of ActiDoo is deemed agreed.

§ 7 Delivery time

1. Delivery dates require written agreement in a schedule. 2. The client is required to provide ActiDoo with all necessary information and materials for the execution of the contract. Any delay in this transmission by the client or by third-party firms involved in the project also results in a corresponding delay of the delivery date. ActiDoo will accordingly inform the client about the delay. 3. For the duration of the review of drafts, demos, test versions, programs or program parts, etc. by the client, the delivery time is interrupted. The interruption is counted from the day of notification to the client until the day of his response. 4. If the client requests changes to the order after placing the order that affect the production duration, ActiDoo is entitled to extend the delivery time at its own discretion and taking into account the interests of the client. 5. In the event of a delay in delivery, the client is in any case only entitled to exercise the rights legally available to him after setting a reasonable grace period of at least two weeks.

§ 8 Further support by ActiDoo

1. After completion of the project (acceptance), further support of the project by ActiDoo is possible by agreement. 2. The further agreed support by ActiDoo, unless otherwise agreed, is to be remunerated by the client according to the regular hourly rate of ActiDoo at the time of commissioning.

§ 9 Corrections and changes

1. Both contracting parties are entitled to request the other contracting party to consult and negotiate about changes or technical fine specifications for important reasons. 2. Insofar as the client desires changes beyond the agreed scope, ActiDoo will, for a fee on a time and material basis, become active hourly. ActiDoo will examine the effort involved, whether the desired change is feasible, and will then inform the client about the changes, particularly regarding costs and the schedule. Where possible and necessary, ActiDoo will also examine to what extent such a change affects previously realized services and their usability. 3. If no agreement is reached on a change request, the parties will, unless they reach another agreement, realize the project in the current version. 4. Change requests require written form.

§ 10 Acceptance / Complaints

1. ActiDoo indicates readiness for acceptance of project results by handing them over to the client. 2. The client will promptly test the project results upon handover to determine if they are substantially in accordance with the contract. The client will immediately notify ActiDoo of any defects. 3. If the project results substantially comply with the contractual provisions, the client declares acceptance. This declaration is made in writing by an approval note. 4. If no detailed written complaint about significant defects is received within a period of two weeks after handover of the project results, the delivered project results are considered accepted or approved. Vacation periods do not interrupt these regulations. 5. The client is not entitled to warranty rights for defects that were known to the client at acceptance, that would have been obvious upon proper initial inspection, or otherwise negligently not known to the client or not reported by the client.

§ 11 Material and legal defects

1. Usage restrictions or errors caused by operation, hardware, operating system, system environment of the client are not considered defects. If it turns out during troubleshooting or inspection that the operational disruption is not due to a defect attributable to ActiDoo, ActiDoo is entitled to charge for the effort caused. 2. In the case of justified complaints about defects, the client has a right to rectification. As part of the rectification, ActiDoo will remedy the defect either by replacement or repair at their discretion. The client must grant ActiDoo a reasonable period for rectification. ActiDoo bears the necessary expenses for defect remediation, provided they do not increase because the contractual object is located at a place other than the place of performance. 3. Rectification by ActiDoo may also be done by telephone, written, or electronic instructions to the client. 4. Error corrections within the framework of repairs are generally only possible in the current program version. The client is also required to adopt a new program version if this leads to acceptable adjustment and conversion problems for him. 5. The client provides ActiDoo with all necessary support for warranty measures, in particular through error reports, application data, insight into operational documents, use of the IT system, access to the business premises, etc. 6. If rectification has failed or ActiDoo has definitively and seriously refused rectification, the client can choose to demand a reduction in the remuneration (reduction) or to withdraw from the contract. 7. The client can claim damages for the defect in addition to withdrawal and reduction if ActiDoo is at fault. The right of the client to claim further damages under the following conditions remains unaffected by this. 8. The warranty claims expire 12 months after the transfer of risk. 9. In the case of fraud, claims under the Product Liability Act, and in the event that ActiDoo assumes a warranty, the statutory warranty provisions remain unaffected. 10. Claims due to material and legal defects lapse if the program was altered without the written consent of ActiDoo and the client does not prove that the defect is independent of a contractual use and a corresponding substantiated claim that this circumstance caused the defect is not refuted. 11. Otherwise, in the case of a limitation of liability, § 12 applies.

§ 12 Liability / Third Party Rights

1. Liability for damages to other legal goods than life, body, or health is excluded, provided the damages are not based on intentional or grossly negligent behavior by ActiDoo, one of their legal representatives, or one of their agents, and the behavior does not also violate essential contractual obligations. Essential contractual obligations are those obligations whose fulfillment makes the proper execution of the contract possible in the first place and on the compliance with which the customer can regularly rely. 2. The client guarantees that the contents and materials provided to ActiDoo are fully free of third-party rights and can also be legally used in the project. 3. In the event that third-party rights (e.g., trademark, design, or patent rights) are affected by the use of the materials transmitted by ActiDoo, the client indemnifies ActiDoo from any claims by third parties and will also communicate this to the third parties upon request. In ongoing proceedings, the client will join ActiDoo's side. He will reimburse ActiDoo for all necessary costs, in particular the necessary costs of legal action, within the scope of the legal violation. 4. The client is required to take appropriate precautions in case a program does not work properly in whole or in part, such as through an alternative procedure, data backup, fault diagnosis, etc. The client is required to prevent any data loss by regular and proper data backup. ActiDoo is not liable for any damages resulting from data loss. 5. The aforementioned exclusions of liability do not apply insofar as claims under the Product Liability Act are affected, a defect was fraudulently concealed, or a condition guarantee was assumed.

§ 13 Data Security

ActiDoo uses the personal data provided by the client for the purpose of the contract (such as name, address, payment data) exclusively to fulfill and process the contract. The data is not shared with third parties except for the purpose of contract execution. With the complete processing of the contract, which also includes the full payment of the agreed remuneration, the customer data will be deleted, unless retention is required for legal reasons, unless the client has expressly consented to further processing and use of the data. The client may at any time request, correct, block, or delete the stored data at ActiDoo free of charge. Any consents can be revoked at any time.

§ 14 Final Provisions

1. This contract and the entire legal relationships of the parties are governed by the law of the Federal Republic of Germany, excluding the UN Sales Convention (CISG). 2. If the client is a merchant, a legal entity under public law, or a special fund under public law, the exclusive place of jurisdiction for all disputes arising from this contract is Paderborn. The same applies if the client does not have a general place of jurisdiction in Germany or if the place of residence or habitual residence is not known at the time the lawsuit is filed. 3. ActDoo organizes the agreed services independently and on its own responsibility. ActiDoo determines the type, sequence, and division of the work, especially the number of employees to be deployed, independently. 4. ActiDoo is entitled to use agents and subcontractors to perform the orders. 5. Should individual provisions of this contract be or become invalid or contain a loophole, the remaining provisions shall remain unaffected by this.