(1) Fixed deadlines for the provision of services shall be committed by the Contractor exclusively through its management and require text form.

(2) Delays in performance due to force majeure (e.g. strikes, lockouts, governmental orders, general telecommunications disruptions, etc.) shall not be attributable to the Contractor, and entitle it to postpone the affected deliverables by the duration of the impediment plus a reasonable start-up period.

(1) The commissioned services shall be delivered in phases. Upon notification of completion of the services related to a phase, the Client shall examine whether the services have been essentially provided in accordance with the contract.

(2) If the services are essentially in conformity with the contract, the Client shall approve and accept them.

(3) If the Client considers that the delivered services are not essentially conforming, it shall notify its objections to the Contractor within one week after delivery of the services. The Contractor shall be entitled to proceed with the services for the next phase if the Client fails to raise objections within that period.

(4) If the Client timely objects, the Contractor shall promptly submit its position. The parties shall then endeavor to reach an agreement on how to proceed. The Contractor is only obliged to continue performance if an agreement on these changes is reached within two weeks after presentation of the modification proposal. Should no agreement be reached, the contract shall be terminated. Claims for remuneration for originally intended services in subsequent phases shall remain unaffected.

(1) To the extent necessary, the Client shall provide the Contractor in a timely manner with information, expert personnel, communication means and connections, as well as hardware, software and premises. The Client shall carry out any required acts of cooperation at its own expense.

(2) The Client shall further take reasonable measures to ensure continuity of its business operations in case the Contractor’s services become unavailable at short notice.

(1) If the Client wishes to change the contractual scope of services, it shall express this change request in writing to the Contractor. The further procedure is governed by the provisions below. For change requests that can be reviewed quickly and are likely to be executed within eight working hours, the Contractor may dispense with the procedure under paragraphs 2 to 5.

(2) The Contractor shall examine what effects the requested change will have, in particular with regard to remuneration, additional effort and deadlines. If the Contractor determines that the services cannot be performed or will be delayed, it shall notify the Client and point out that the change request can only be further reviewed if the affected services are initially postponed for an indefinite period. If the Client agrees to such postponement, the Contractor shall perform the review of the change request. The Client is entitled to withdraw its change request at any time; the initiated change procedure then terminates.

(3) After reviewing the change request, the Contractor shall present to the Client the consequences of the change request on the previously agreed terms.

(4) The parties shall promptly coordinate the content of a proposal for implementing the change request, and the result of a successful coordination shall be appended as an addendum to the text of the agreement to which the change refers.

(5) If no agreement is reached or the change procedure ends for another reason, the original scope of services shall continue to apply. The same applies if the Client fails to agree to a postponement of services required to continue the review under paragraph 2.

(6) The deadlines affected by the change procedure shall, if necessary, be postponed by taking into account the duration of the review, the coordination of the change proposal, and, where applicable, the time needed for implementing the change, plus a reasonable start-up period.

(7) The Client shall bear the costs incurred by the change request. This includes, in particular, the review of the change request, the preparation of a change proposal, and any idle time. These costs shall be calculated, if the parties have agreed daily rates, at such rates, otherwise at the Contractor’s usual remuneration.

(1) At the request of the Contractor, the Client shall (as an independent obligation) participate in verifying the contractual conformity of the services provided by the Contractor (test).

(2) The Contractor shall inform the Client in due time of the test procedure, location, time, and the collaboration actions required from the Client, and shall request the Client’s participation in the test. In fixing the test time, the Contractor shall take into account the legitimate interests of the Client.

(3) In the course of the test, a written test protocol shall be prepared, recording the place, time, technical conditions of the test, and the participants. The Client shall during the test examine the services for contractual conformity and record in the protocol any recognizable adverse deviations from the contractually agreed specifications.

(4) If the Client does not record recognized or (due to gross negligence) unrecognized adverse deviations in the protocol, the services shall be deemed accepted with respect to those deviations. If the Client culpably fails to participate or to participate fully in the test, the same shall apply regarding deviations that would have been recognizable with proper participation. The Contractor may not invoke this provision if it has fraudulently concealed defects.

(5) After successful completion of the test, the Contractor shall hand over the hardware and software to the Client for use. The service is deemed accepted upon successful completion of the test.

(6) Any further obligation of the Client to notify recognized defects remains unaffected.

(1) Industrial property rights or copyrights that are the subject of the contract or directly relate to the subject matter of the contract shall be transferred by the Contractor to the Client for unlimited use and exploitation in terms of time and space.

(2) Otherwise, the right to use and exploit industrial property rights or copyrights (e.g. incidental works arising in performance) shall remain with the Contractor. The Client is granted a non-exclusive usage right, to the extent necessary for the use of the deliverables.

(3) Under no circumstances does the Contractor guarantee, without separately commissioned research, that the delivered services, results, software and documentation are free of third-party rights. If a party infringes third-party rights in performing this contract or using contractual results, liability of the other party is excluded; in the event of third-party claims, the infringing party shall indemnify the other party from all claims and/or be liable for damages under statutory provisions. Notwithstanding this, the Client warrants that the specifications it supplies are free of third-party rights. The Client shall be liable for infringement acts based on these and shall indemnify the Contractor from any damages claimed.

(4) The Contractor is always entitled to continue using its own know-how developed during performance for its own commercial purposes.

(5) In all cases, usage rights to deliverables or any intellectual property rights as well as any contractual property in other contractual deliverables shall only transfer to the Client upon full payment of the remuneration.

(1) Unless a test in accordance with § 5 is performed, the Client shall promptly inspect the hardware, software and documentation delivered by the Contractor, and if a defect becomes apparent, notify the Contractor without delay.

(2) If the Client omits such notification, the hardware, software and documentation shall be deemed approved and accepted, unless the defect was not detectable upon inspection.

(3) If a defect becomes apparent later — regardless of a test under § 5 — the notification must be made promptly after discovery; otherwise the hardware, software and documentation shall also be deemed approved and accepted regarding that defect.

(1) Claims for defects shall lapse after twelve months, unless the defect was fraudulently concealed. The limitation period begins with the delivery of the hardware or software.

(2) In case of a defect, the Contractor shall be entitled to choose how to remedy it (repair or replacement). The remedy must be carried out within a reasonable period, regardless of the number of attempts. The Client is not entitled to remedy the defect itself.

(3) Enforcement of defect claims requires that defects are reported in reproducible form in writing within two weeks after their first detection.

(4) The Contractor may refuse the remedy as long as the Client has not fully paid the remuneration due for the development services and the Client has no justified interest in withholding the outstanding payment.

(5) The Contractor shall not be liable for defects caused by modifications to its delivered services made by the Client, unless such modifications did not influence the origin of the defect.

(6) If a claimed defect, after proper investigation, cannot be attributed to a warranty obligation of the Contractor and the Client could have recognized this, the Client may be charged for the Contractor’s verification and correction costs at the then applicable remuneration rates.

(1) The parties shall be liable to one another only for damages caused by intent or gross negligence. They shall not be liable for consequential damages and loss of profit. Liability is limited to the coverage amount of the respective liability insurance, but in any event to a maximum of twice the contract value.

(2) This limitation of liability does not apply to damages resulting from injury to life or limb or from any statutory product liability obligations.

(3) In developing and maintaining software, the Contractor shall exercise the standard of care customary in the industry. When determining whether the Contractor is at fault, the fact shall be considered that software cannot technically be produced without errors.

(4) For loss of data and/or programs, the Contractor shall not be liable insofar as the damage results from the Client’s failure to create backups and thereby ensure that lost data can be restored with reasonable effort.

(5) The limitation of liability also applies to agents and vicarious agents commissioned by the parties.