for services and work contracts
of DICEO Group GmbH

I. Validity of these terms and conditions

1. Unless otherwise agreed in individual cases, contracts with us shall be concluded exclusively in accordance with the following provisions. By placing the order, the client declares his agreement with our terms and conditions. Conflicting or deviating terms and conditions of the client are only binding for us if we have expressly recognised them. This must be done in writing. Our terms and conditions shall also apply if we perform our services without reservation in the knowledge of conflicting or deviating terms and conditions of the client.

2. These General Terms and Conditions apply to all our services and contractual work and to all obligations arising from the contractual relationship with the client, including all future business relationships.

II. Placing an order

1. A contract with us is only concluded when the client accepts our offer without reservation or when he is entitled to our written order confirmation or when we begin to perform the services. If we issue a written order confirmation, this shall be decisive for the content and scope of the contract, unless expressly agreed otherwise.

2. Changes, collateral agreements and supplements as well as quality agreements or the assumption of guarantees require our express confirmation in order to be effective. This must be in writing. This also applies to a cancellation of this clause.

III. Execution of the order

1. We only owe the contractually specified services which we provide in compliance with the generally recognised rules of technology existing at the time of conclusion of the contract. The client must inform us of its own accord of all processes and circumstances that may be of significance for the execution of the order. He must inform us of all facts relevant to the execution of our services.

2. We are generally not obliged to check the information, data etc. provided by the client for completeness and correctness, unless this is part of the order.

3. We assume no warranty for the correctness of safety rules, regulations and programmes on which our execution of the order is based, unless these originate from us or are the subject of our order. We bear no responsibility for the correctness and functioning of the objects checked for technical safety, unless this is expressly included in the order.

4. If the customer is required to co-operate in the performance of our services, he must do so in good time. If this is not done or is not done properly, we shall be entitled to charge him for the additional expenses incurred by us as a result, whereby we reserve the right to assert further legal claims.

5. We have the right to have our services performed by a subcontractor carefully selected by us and deemed suitable by us.

6. Business and trade secrets that come to the knowledge of a contractual partner during the execution of the contract may not be disclosed or utilised to third parties without authorisation.

 IV. Order deadlines/dates

1. Order deadlines or dates are only binding if they have been expressly agreed as binding in writing. Binding deadlines/deadlines shall only apply if all obligations under Clause III. 4. are fulfilled. Subsequent requests for changes or delayed co-operation on the part of the client shall extend the performance times appropriately.

2. If the performance owed by us is delayed due to unforeseeable circumstances for which we are not responsible (e.g. labour disputes, operational disruptions, etc.), we shall be entitled to withdraw from the contract in whole or in part or, at our discretion, to postpone the performance and the duration of the hindrance. We shall inform the customer immediately of the non-availability of the service or partial service and, in the event of our cancellation of the contract, reimburse any payments already made in return. Claims for damages are excluded.

3. If the customer is in default of acceptance or violates his obligations to co-operate, we shall be entitled to demand compensation for the damage incurred by us, including any additional expenses.

4. We shall be liable for damages due to delay in performance or impossibility for which we are responsible in accordance with Section VIII.

 V. Acceptance

1. If our performance requires acceptance, the Contractor shall be obliged to do so. Minor defects which do not significantly impair the suitability of the service for the contractually agreed purpose shall not entitle the Client to refuse acceptance, without prejudice to its right to assert claims for defects. In the case of self-contained partial services, we may demand partial acceptance.

2. If the client refuses acceptance in breach of clause 1, acceptance shall nevertheless be deemed to have taken place.

3. Intellectual services shall be deemed to have been accepted if the client does not raise express reservations in writing within 30 days of their receipt, specifically describing any assumed defects. If a reservation by the client proves to be unjustified, the additional costs incurred shall be borne by the client.

 VI. Terms of payment

1. The remuneration shall be regulated in the offer or in the order confirmation. If it is not, an appropriate remuneration shall be deemed to have been agreed. The remuneration shall be subject to statutory VAT at the applicable rate, which shall be shown separately on the invoice.

2. If no fixed price has been agreed and it becomes apparent during the performance of a service that the costs will exceed the amount estimated for the client by more than 10%, we will inform the client accordingly. In this case, the client is entitled to terminate the contract in accordance with § 649 BGB. We shall then only invoice the services rendered by us up to this point in time. The same applies if we withdraw from the contract for good cause or if the contract is terminated by mutual agreement.

3. A right of retention on the part of the client with regard to remuneration and offsetting against a counterclaim are excluded, unless the counterclaim is undisputed or has been recognised by declaratory judgement.

4. We are entitled to demand advance payments - if no overriding interests of the client conflict with this - or to issue partial invoices in accordance with the services rendered. If the client is in delay with the payment of at least one partial invoice despite the setting of a grace period, we shall have the right to refuse further fulfilment of the order, to withdraw from the contract and/or to demand compensation instead of performance.

5. In the event of delayed payment, the client shall owe interest on arrears in the amount of 8%, unless we can prove higher damages.

VII. Warranty

We are entitled to rectify or re-perform a defective service (subsequent fulfilment). A reasonable deadline must be set by the client. If the subsequent fulfilment is finally and seriously rejected, is not carried out by us in due time or fails, the client has the right, at his discretion, to demand a reduction or withdrawal under the statutory conditions. Claims for damages shall only exist in accordance with Section VIII. The client must notify us in writing of any complaints immediately after discovery. The warranty period ends one year after the start of the statutory limitation period.

VIII. Liability

1. We shall be liable without limitation for damages resulting from injury to life, body or health of persons as well as for other damages based on an intentional or grossly negligent breach of duty by one of our legal representatives or vicarious agents.

2. In the event of a breach of a material contractual obligation, our obligation to pay compensation shall be limited to the damage foreseeable at the time of conclusion of the contract and typical for the contract. For the conclusion of the present contract, the contracting parties limit the foreseeable damage typical for the contract to the maximum amount of EUR 500,000.00 per damage event. Beyond thisunsere Haftung ausgeschlossen.

3. Our liability for property damage and financial loss is excluded in the event of slight negligence.

4. The client must notify us immediately in writing of any damage for which we are liable.

5. Insofar as our liability for damages is excluded or limited in accordance with the above provisions, this shall also extend to the personal liability of our executive bodies, employees, representatives and vicarious agents and shall also apply to all claims arising from unauthorised acts (§ 823 et seq. BGB), but not to claims insofar as such claims come into consideration in accordance with §§ 1, 4 of the Product Liability Act.

6. We shall only be liable for the recovery of data if the client has ensured that it can be reconstructed from other data material with reasonable effort.

7. Claims for damages under Clause 1 shall become time-barred in accordance with the statutory provisions. Claims for damages in accordance with Clause 2 shall become statute-barred one year after the statutory commencement of the limitation period.

IX. Copyrights/rights of use

1. If the execution of the order produces results that are subject to copyright, we shall grant the client a simple, non-exclusive, non-transferable and non-sublicensable right of use, insofar as this is necessary for the purpose of the contract. The client may only use the result in full, not in extracts and only for the contractually agreed purpose.

2. The passing on and utilisation of our services beyond the contractually agreed purpose, including their publication, is only permitted with our prior written consent.

X. Place of fulfilment/jurisdiction

1. The place of fulfilment for all services is the registered office of our company.

2. The assignment or pledging of claims to which the client is entitled from the business relationship with us is excluded.

3. The place of jurisdiction for all claims arising from the business relationship shall be the registered office of our company. However, we are authorised to sue the client at his general place of jurisdiction.

4. In the case of cross-border services, the registered office of our company shall be the exclusive place of jurisdiction for all disputes arising from the contractual relationship (Art. 17 EuGVÜ or Art. 23 EuGVVO). We reserve the right to sue the client at its general place of jurisdiction or to call upon any other court that is competent on the basis of EuGVÜ bzw. des EuGVVO.

5. The contractual relationship shall be governed exclusively by the substantive law of the Federal Republic of Germany. The application of the UN Convention on Contracts for the International Sale of Goods is excluded.

6. Should a provision of these terms and conditions be or become invalid or a loophole be discovered, the validity of the remaining provisions shall not be affected. The invalid provision shall be replaced by a substitute provision that comes closest to the economic purpose of the contract and the appropriate protection of the interests of both parties.