General terms and conditions (GTC)

Codenius Terms and Conditions
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1. Scope

These general terms and conditions (GTC) apply to all contracts between Codenius (hereinafter “Codenius”) and its customers for IT services, in particular software development, IT consulting and project management, which Codenius provides to the customer. These terms and conditions apply exclusively to entrepreneurs within the meaning of §14 BGB (B2B transaction); application to consumers is excluded. Conflicting or deviating terms and conditions of the customer are not part of the contract, even if Codenius does not expressly contradict themunless Codenius expressly agrees to their validity in text form. These terms and conditions also apply to all future business relationships with the customer without the need to refer to them again. Individual agreements in individual cases (including ancillary agreements, additions and amendments) take precedence over these terms and conditions, insofar as they are confirmed by Codenius at least in text form.

2. Subject matter of the contract and service description

Subject matter of the contract is the IT service to be provided by Codenius in accordance with the respective service description in the offer or contract. In particular, Codenius provides services in the areas of software development, IT consulting and project management in accordance with the specifications agreed in the respective contract. Unless a specific success is expressly owed (work contract), these are services within the meaning of a service contract; in this case, a specific economic or technical success is not owed. Codenius is entitled to use qualified third parties (e.g. subcontractors) to provide services, but always remains responsible to the customer for the contractual performance obligations. Unless otherwise agreed, Codenius will determine the manner in which services are provided at its own professional discretion. Descriptions of services (e.g. in offers, brochures or on websites) do not represent guarantees or warranted features, but only serve as a general service description.

3. Conclusion of contract

All offers from Codenius are subject to change and non-binding, unless they are expressly marked as binding. Codenius can accept a contract offer from the customer (e.g. an order or order) within 14 calendar days. Unless otherwise agreed in individual cases, the contract is only concluded by Order confirmation by Codenius in text form (e.g. by e-mail) or as a result of Codenius beginning to perform the commissioned service. Verbal promises or ancillary agreements made before the contract is concluded are only effective if Codenius confirms them in text form.

4. Obligations of the customer

The customer will support Codenius in carrying out the agreed services to a reasonable extent. In particular, the customer has all necessary cooperation and provision in good time, in full agreed quality and at your own expense to deliver. This includes the provision of information, documents, employees, IT infrastructure, test data and, if applicable, access rights that Codenius requires to provide services in accordance with the contract. The customer ensures that the documents, data, systems and other supplies provided by him do not infringe the rights of third parties and do not violate applicable law‍. The customer clears Codenius of all materials and documents delivered by him non-exclusive, spatially unlimited rights of use for the duration of contract execution one, insofar as this is necessary for Codenius to fulfill the contract.If the customer fails to cooperate or provide services, not in good time or in accordance with the contract, Codenius is entitled to suspend further provision of services in this respect. Delays or additional expenses, which are based on a breach of duty for which the customer is responsible (e.g. incomplete information, late provision of resources), are not at the expense of Codenius; agreed deadlines are extended accordingly by at least the duration of the disruption plus a reasonable restart period. Codenius' further rights in the event of delays by the customer (such as claims for damages) remain unaffected. The customer is required to remove Codenius from all Third party claims indemnify that results from materials or information provided by him (e.g. infringement of property rights), and to reimburse Codenius for all damage and costs arising in this connection, unless the customer is not responsible for this infringement.

5. Changes in performance

Does the customer want Changes or enhancements of the contractually agreed scope of services (change requests), he will promptly notify Codenius of this request in text form. Codenius will check what effects the change request will have, in particular, on remuneration, expenses and deadlines. If the review of a change request itself requires considerable effort or results in delays in ongoing services, Codenius will inform the customer of this. The contracting parties will then agree on whether and on what terms (in particular with regard to schedule and remuneration) the desired change will be implemented. Changes to the scope of services require a written or textual agreement to be effective (addendum to the contract), which in particular shall specify additional costs and delays. Until a change in performance has been contractually agreed, Codenius will continue working on the basis of the previous scope of the contract. If no agreement is reached on the change or if an initiated change request process is canceled, the original scope of services remains the same. The customer bears the reasonable expenses and costs arising from his request for change (e.g. audit and planning costs), unless otherwise expressly agreed.

6. Remuneration and terms of payment

The remuneration for Codenius' services is set out in the contract or offer. Unless a fixed price is expressly agreed there, billing will be made in accordance with actual expenditure based on the hourly or daily rates applicable at Codenius. All prices are exclusive of statutory sales tax. Additional costs such as travel and accommodation costs, expenses or shipping costs are — if incurred and not expressly included in the price — calculated additionally according to expenditure and are to be borne by the customer‍. Codenius is entitled to the customer Partial invoices to provide partial services already provided. Invoices are, unless otherwise agreed, Due for payment without deduction within 14 calendar days from date of invoice. If the customer is in default of payment, Codenius is entitled to claim default interest at the statutory rate (Section 288 (2) BGB) and reminder costs. If the customer defaults on payment Is Codenius also entitled to suspend further provision of services until full payment has been made; agreed performance periods will be extended accordingly in this case.The customer is only entitled to offsetting or retention rights if his counterclaims are legally established or undisputed. A right of withholding In addition, the customer can only exercise his counterclaim to the extent that his counterclaim is based on the same contractual relationship. Codenius reserves ownership and, if applicable, all copyright rights of use to delivered results or provided objects until full payment of the remuneration owed.

7. Dates and deadlines

The dates and deadlines specified by Codenius are only compulsoryif they have been expressly agreed as binding. Otherwise, these are indicative dates. Binding performance or delivery dates are the responsibility of the customer and Codenius to be defined in writing and described as binding. Codenius strives to meet agreed deadlines whenever possible. If appointments cannot be met for reasons for which Codenius is not responsible, the deadlines are automatically extended to include the period of disability. This applies in particular to force majeure or other unforeseeable events beyond the control of Codenius, such as natural disasters, pandemics, government orders, industrial disputes, operational disruptions through no fault of its own or failures of communication networks‍. Codenius will inform the customer of such delays whenever possible. The same applies to delays caused by a breach of duty or delay on the part of the customer — in these cases, agreed deadlines are extended by at least the duration of the delay plus a reasonable start-up period. If Codenius defaults on a service, the customer may — provided that a binding appointment has been agreed in writing — withdraw from the contract or claim compensation after the fruitless expiry of a reasonable period of grace set by Codenius. This does not apply if the customer is entirely or primarily responsible for the delay himself. Further claims by the customer due to delays for which Codenius is responsible are governed by the regulations in the sections warrant and liability of these terms and conditions.

8. Acceptance (for work services)

If the contract requires the creation of a work (e.g. software development with agreed success), the customer is required to Acceptance committed to the work. Codenius will notify the customer that the service has been completed and, if necessary, offer testing or demonstrations for acceptance. The customer has the work manufactured in accordance with the contract within a reasonable period of time — usually within 14 calendar days at the latest after deployment—to check and either Decrease to explain or Report any significant defects in writing. If there is no written notification of defects within this period and the customer does not expressly refuse acceptance, the service is considered as tacitly accepted. Acceptance is also considered to have taken place when the customer productively uses the service provided or part of it or makes it available to third parties.Minor deficiencies do not entitle the customer to refuse acceptance. Codenius will be notified in due time by the customer significant deficiencies Remove at your own expense within a reasonable period of time and submit the improved service to the customer again for acceptance. The acceptance process is then repeated for the remaining defects. If the customer neither declares acceptance nor does he report significant defects within a reasonable period of time, Codenius may set the customer a period of grace in writing to declare acceptance. If there is no acceptance or notification of defects even within this grace period, the work is considered accepted. The warranty period begins upon successful or fictitious acceptance.

9. Rights to use software and work results

As far as within the scope of the contract Software, individual programming services, documentation or other work results are created for the customer, Codenius, after full payment of the remuneration owed, provides the customer with non-exclusive (simple), temporally and spatially unlimited law to use the results of the contract for your own business purposes to the extent usual at the time the contract is executed. This right of use includes — insofar as necessary for use in accordance with the contract — the right to reproduce, process (including further development or troubleshooting) the delivered software and work results for your own internal purposes and to integrate them into your own IT environment. The customer may also backup copies produce the software insofar as this is necessary for data backup; existing copyright notices may not be removed or changed.All copyrights, patent, trademark and other proprietary rights to the services provided by Codenius remain — unless otherwise expressly agreed — with Codenius or Codenius's licensors. The customer receives no further rights on the work results, as expressly granted in this contract. In particular, the customer is not entitled to the work results provided by Codenius (or parts of them) to sell, rent, lend or make available to third parties, unless otherwise agreed. Die transfer work results (in particular software source code, insofar as this is provided at all in accordance with the contract) to third parties or use of the work results for third parties requires the prior written consent of Codenius. Mandatory legal rights of the customer (e.g. under Section 69e UrhG for decompilation for interoperability) remain unaffected; otherwise, decompilation is only permitted under legal requirements. If Codenius gives the customer Standard software or other third-party products (e.g. open source software, libraries, cloud services), the licensing conditions of the respective manufacturer or rights holder apply primarily. Codenius will — insofar as relevant for use — inform the customer of the validity of such conditions and make them available upon request.

10. Guarantee

For Work services (in the sense of a work contract), Codenius guarantees that the services provided are of the contractually agreed quality at the time of acceptance. In the case of Material deficiencies Is the customer initially entitled to Subsequent, i.e. upon repair or replacement free of charge, at the option of Codenius. If the subsequent performance fails even after the second attempt or is unreasonable for the customer, the customer may — without prejudice to any claims for damages — withdraw from the contract or reduce the remuneration accordingly. Obvious deficiencies The customer must notify Codenius in writing as soon as possible after acceptance; if he fails to do so, this does not affect his legal claims for defects. The warranty period for defects in work services is twelve (12) months from acceptance, unless longer periods apply by law or Codenius has fraudulently concealed a defect.For services (in the sense of a service contract), Codenius assumes the obligation to properly provide the agreed services with the usual care. If the service provided is defective, Codenius will, at its own discretion, provide the service properly again or show how the effect of the defect can be avoided or minimized. There are no further warranty rights for services, as no specific success is owed. No warranty exists if a defect is due to improper use, operating errors, changes or interventions by the customer or third parties in the Codenius services without the prior consent of Codenius. Codenius points out that, according to the state of the art Software not completely free of errors can be developed; the mere existence of minor software errors does not therefore represent a defect. For Third party software or other third-party services procured by Codenius on behalf of the customer, Codenius does not assume any warranty of its own; in this respect, only the warranty conditions of the respective manufacturer apply, which Codenius passes on to the customer. Claims for defects by the customer are excluded insofar as the customer has made or had changes made to the services himself without the consent of Codenius, unless the customer proves that the defect was not caused by these changes. If the customer has reported a defect and, after inspection, it appears that there was no warranty claim (e.g. operating errors or causes beyond the responsibility of Codenius), Codenius may charge the customer for the expenses incurred in accordance with the agreed remuneration rates.

11. Liability

Codenius is liable to the customer unrestricted for damage caused intentionally or through gross negligence, as well as in Injury to life, body, or health and in accordance with the Product Liability Act. Codenius also assumes unlimited liability insofar as Codenius exceptionally warranty took over or maliciously concealed a defect.With slight negligence Codenius is liable — except in the cases mentioned above — only in the event of a breach of essential contractual obligations (cardinal obligations). Significant contractual obligations are obligations whose fulfilment shapes the contract and on which the customer may rely. In these cases, Codenius' liability is in terms of amount limited to foreseeable damage typical of the contract. Further liability for damage caused by slight negligence is excluded. Disclaimers and limitations of liability These terms and conditions apply to the same extent to organs, executives and simple vicarious agents of Codenius.For loss of data and their restoration is only liable for Codenius to the extent that the damage would have occurred even if the customer had properly backed up the data; Liability for data not backed up by the customer is excluded. The amount of liability for data loss is limited to the typical recovery costs that would have been incurred if the customer backed up data regularly and in accordance with the risk.The above limitations of liability leave the statutory liability regulations in the event of Intent, gross negligence, personal injury or under the Product Liability Act untouched. Insofar as Codenius' liability is excluded or limited, this also applies to the personal liability of Codenius' employees, representatives and vicarious agents.

12. Confidentiality

The Contracting Parties mutually commit to: all confidential information to keep the other party known to them in connection with the contract strictly confidential and Not accessible to third parties to make. Confidential information includes all documents, communications and information of a commercial, technical or other nature which are marked as confidential or are regarded as business or trade secrets by their nature. Not as confidential Does such information apply which was demonstrably (a) already known to the receiving party prior to receipt or was lawfully made available by a third party without confidentiality obligation, (b) was publicly known when the contract was concluded or became publicly known thereafter without the involvement or fault of the receiving party, or (c) must be disclosed as a result of legal obligations or by official or court order‍. In the latter case, the party subject to disclosure will — to the extent permitted — the other party Notify in writing in advance and give it the opportunity to take legal action against disclosure.The confidentiality obligation applies from the conclusion of the contract and remains even after termination of the contract exist for a period of two years (or as long as the information is confidential). Both parties will only grant access to confidential information to employees, consultants or vicarious agents who must be aware of it in order to fulfill the contract, and these persons for their part Commit to confidentiality in the same way (except consultants who are bound to secrecy by virtue of their profession). In addition, Codenius is entitled to mention the customer's name or logo as part of reference lists or reference projects, provided that the customer does not object to this. There are no further rights to publish confidential information from the other party, unless otherwise agreed in writing.

13. data protection

Codenius will be the applicable Privacy Policy, in particular comply with the EU General Data Protection Regulation (GDPR) and the Federal Data Protection Act (BDSG). Personal data of the customer or from the customer area that Codenius processes in the course of executing the contract will be Codenius confidentially and in accordance with the customer's instructions treat. Insofar as Codenius is Contract processor acts in accordance with Art. 28 GDPR, Codenius and the customer will an order processing contract (AVV) before the start of data processing , which regulates the rights and obligations of the parties when handling personal data. Codenius will only process personal data for the contractually agreed purposes and take appropriate technical and organizational measures to protect this data. The customer, in turn, is obliged to comply with all data protection requirements in its own area of responsibility, in particular to obtain consent from data subjects, if necessary, provided that he provides Codenius with personal data for processing. He will only provide Codenius with personal data that he is authorized to share and process. Further information on the handling of personal data by Codenius can be found in Codenius' privacy policy (available on the Codenius website).

14. Duration and termination

Die Contract period results from the respective individual contract. If a fixed term or a project with a defined end date has been agreed, the contract ends at the end of the time or when the full provision of services (and, if applicable, acceptance) has been completed, without the need for termination. Ordinary termination A contract concluded for a specific period before the end of the contract period is excluded, unless otherwise stated in the contract. Open-ended continuing obligations may be duly terminated by both parties with a notice period of three months to the end of the month (or the end of a calendar quarter), unless another period is provided for in the contract.The right to extraordinary termination for good cause remains unaffected. There is an important reason for one party in particular if, despite a written warning and setting an appropriate deadline, the other party persistent or severe contravention of contractual obligations violates, or if insolvency proceedings have been opened against the other party's assets or the opening is refused due to lack of assets. In these cases, the other party may terminate the contract without notice. Statutory termination or withdrawal rights (e.g. of the customer in accordance with Section 648 BGB in the case of a work contract) remain fundamentally unaffected. However, to the extent permitted by law, the customer's right of termination in the case of work contracts in accordance with Section 648 BGB is excludedunless there is an important reason. In the event of admissible termination, the customer must reimburse Codenius for the services provided up to the effective date of the termination and reimburse all expenses incurred. In order to be effective, terminations must be at least text form (e.g. email).

15. Final provisions

Applicable law. The law of the Federal Republic of Germany applies, excluding the UN Sales Convention (CISG). In the case of contracts with commercial customers or legal entities under public law, Jurisdiction For all disputes arising from the contractual relationship, the registered office of Codenius is agreed. However, Codenius is also entitled to assert claims in court at the customer's registered office.written form. Amendments or additions to this contract (including these terms and conditions) and all legally relevant declarations and notifications from the parties (e.g. setting deadlines, reminders, cancellations) must be made at least in writing, unless a stricter form is required by law. Additional oral agreements do not exist. Submission by e-mail or fax is sufficient to prove the text form.Salvatory clause. Should any provision of this contract be or become invalid, unenforceable or void, this shall not affect the validity of the remaining provisions. The statutory provisions shall apply in place of the invalid or unenforceable provision. If this is not sufficient for an appropriate addition to the contract or if it leads to an unsustainable result, the parties will replace the invalid provision with an effective provision that comes as close as possible to the economic purpose of the ineffective provision. The same applies in the event of a breach of contract.miscellaneous. The assignment of rights and obligations arising from the contractual relationship by the customer requires the prior written consent of Codenius. A right of retention that is not based on the same contractual relationship is excluded. The parties will make good faith efforts to resolve any disputes arising from this contract amicably.

Codenius Terms and Conditions‍1. Scope