General Terms and Conditions

(1) Unless otherwise agreed, these General Terms and Conditions of Contract shall apply exclusively to the sale of software, to services agreed within the scope of the purchase contract or contract for work and services and to pre-contractual obligations in business dealings. Other contractual terms and conditions shall not become part of the contract, even if 8devs GmbH does not expressly object to them.

(2) Even if no further reference is made to this in the future conclusion of similar contracts, the General Terms and Conditions of 8devs GmbH shall apply exclusively in the version available at https://aiddevs/general-terms-and-conditions at the time of the customer’s declaration, unless the contracting parties agree otherwise in writing.

otherwise.

(3) The delivery of the software is subject to §§ 433 ff. BGB (GERMAN CIVIL CODE) SHALL APPLY. For supplementary services (e.g. installation, parameterisation, training), §§ 611 ff. BGB SHALL APPLY ADDITIONALLY.

§ 2 Conclusion of contract

(1) Offers made by 8devs GmbH are subject to change and non-binding unless the offer is designated as binding in writing. A legal obligation shall only come about through a contract signed by both parties or through a written confirmation of order by 8devs GmbH, furthermore through the fact that 8devs GmbH begins to provide the service after the order has been placed. 8devs GmbH may issue written confirmations of oral contractual declarations by the customer.

(2) The customer shall be bound by his declarations on the conclusion of contracts for four weeks.

(3) Separate contracts shall be concluded for deliveries and services of other kinds (e.g. hardware delivery, software maintenance, installation and parameterisation of the software, training).

For a period of three months from the conclusion of the contract on the purchase of the software, 8devs GmbH shall be obliged to conclude a contract on such other services at the request of the customer. In all other respects, the conclusion of such contracts shall be at the discretion of both contracting parties.

§ 3 Subject matter of the contract, scope of services

(1) The subject of these contractual conditions is only the delivery of software and the granting of the rights of use in accordance with § 4, in addition to the services ordered at the time of purchase, e.g. training in accordance with § 15.

(2) Prior to conclusion of the contract, the Purchaser has verified that the specification of the software corresponds to his wishes and needs. He is aware of the essential functional features and conditions of the software.

(3) The scope, type and quality of the deliveries and services shall be determined by the contract signed by both parties or the order confirmation of 8devs GmbH, otherwise by the offer of 8devs GmbH. Other specifications or requirements shall only become part of the contract if the parties to the contract have agreed to this in writing or 8devs GmbH has confirmed them in writing. Subsequent changes to the scope of services require written agreement or written confirmation by 8devs GmbH.

(4) Product descriptions, representations, test programmes etc. are descriptions of performance, but not guarantees. A guarantee requires a written declaration by the management of 8devs GmbH.

(5) The technique of delivery of the software shall be in accordance with the agreements; the customer shall not be entitled to be provided with the source program.

(6) 8devs GmbH shall provide all deliveries and services in accordance with the state of the art.

§ 4 Rights of the Purchaser to the Software

(1) The software is legally protected. Copyrights, patent rights, trademark rights and all other industrial property rights to the software as well as to other objects which 8devs GmbH makes available or makes accessible to the customer within the scope of the initiation and performance of the contract shall be the exclusive property of 8devs GmbH in the relationship between the contracting parties.

8devs GmbH in the relationship between the contracting parties. Insofar as third parties are entitled to the rights, 8devs GmbH shall have corresponding rights of exploitation.

(2) The customer is only entitled to process his own data with the programme himself in his own company for his own purposes. Further contractual rules of use (e.g. limitation to a number of workstations or persons) shall be set up technically and complied with practically. 8devs GmbH hereby grants the customer the necessary powers for this use as a simple right of use, including the right to rectify errors. Section 13 shall apply to the duration of the right of use.

(3) The customer may make the backup copies of the programs required for safe operation. The backup copies must be stored securely and, as far as technically possible, must be marked with the copyright notice of the original data carrier or the version of the software transferred online. Copyright notices, trademarks and product identifications may not be deleted, changed or suppressed. Copies that are no longer required must be deleted or destroyed.

(4) The software may not be passed on to third parties by the customer. In particular, the rental, lending and distribution in tangible or intangible form, the use of the software by and for third parties (e.g. through outsourcing, computer centre activities, application service providing) shall not be permitted without the prior written consent of 8devs GmbH.

(5) The customer shall acquire the same rights to modified, extended or newly created software as to the software itself.

the same rights as to the software.

§ 5 Time of performance, delays, place of performance

(1) Information on delivery and performance dates shall not be binding unless 8devs GmbH has designated them as binding in writing. 8devs GmbH shall be entitled to render partial performance insofar as the delivered parts can be reasonably used by the customer.

for the customer.

(2) Delivery and performance periods shall be extended by the period in which the customer is in default of payment under the contract and by the period in which 8devs GmbH is prevented from delivering or performing due to circumstances for which it is not responsible, and by a reasonable start-up period after the end of the impediment. These circumstances also include force majeure and industrial action. Deadlines shall also be deemed to be extended by the period during which the customer fails to cooperate in breach of contract, e.g. fails to provide information, fails to provide access, fails to deliver an order or fails to make employees available.

(3) If the contracting parties subsequently agree on other or additional services which affect agreed deadlines, these deadlines shall be extended by a reasonable period of time.

(4) Reminders and setting of deadlines by the customer must be in writing to be effective. A period of grace must be reasonable. A period of less than two weeks shall only be reasonable in case of special urgency.

(5) The place of performance of services is the place where the service is to be rendered. Otherwise, the place of performance for all services arising from and in connection with this contract is the registered office of 8devs GmbH.

§ 6 Contractual obligation and termination of contract

(1) Any termination of the further exchange of services (e.g. in the case of withdrawal, reduction, termination for good cause, damages in lieu of performance) must always be threatened by stating the reason and setting a reasonable deadline for remedy (usually at least two weeks) and can only be declared within two weeks after expiry of the deadline. In the cases provided for by law (cf. section 323 subs. 2 BGB) the setting of a time limit may be omitted. Anyone who is wholly or mainly responsible for the disruption may not demand reversal.

(2) All declarations in this context must be in writing to be effective.

§ 7 Remuneration, payment

(1) The agreed remuneration is due without deduction after delivery of the software (for training courses after completion of the training course) and receipt of the invoice by the customer and is payable within 14 days.

(2) Travel costs, expenses, accessories, shipping costs and telecommunication costs shall be additionally remunerated according to expenditure. Additional services requested by the customer (e.g. advice and support during programme installation) shall be invoiced separately.

(3) Value added tax shall be added to all prices.

§ 8 Obligations of the customer

(1) The customer shall be obliged to inspect all delivery items of 8devs GmbH immediately upon delivery or upon making them available in accordance with the provisions of the German Commercial Code (§ 377 HGB) and to notify 8devs GmbH in writing of any defects detected, giving a detailed description of the defect. The customer shall thoroughly test each module for usability in the specific situation before starting productive use. This shall also apply to programmes which the Purchaser receives within the scope of the warranty and a maintenance contract.

(2) The Purchaser shall take appropriate precautions in the event that the programme does not function properly in whole or in part (e.g. by means of data backup, documentation of software use, fault diagnosis, regular testing of results, emergency planning). It is his responsibility to ensure the operability of the working environment of the programme.

§ 9 Material defects

(1) At the time of the passing of risk, the software has the agreed quality and is suitable for the contractually intended use or, in the absence of an agreement, for normal use. It satisfies the criterion of practical suitability and has the quality customary for software of this type; however, it is not free of defects. A functional impairment of the programme resulting from hardware defects, environmental conditions, incorrect operation or the like is not a defect. An insignificant reduction in quality shall be disregarded.

(2) In the event of material defects, 8devs GmbH may initially provide subsequent performance. Subsequent performance shall be effected at the discretion of 8devs GmbH either by grinding out the defect, by providing software which does not have the defect or by 8devs GmbH pointing out possibilities to avoid the effects of the defect. Due to a defect, at least three attempts at rectification shall be accepted. An equivalent new program version or the equivalent previous program version without the defect shall be accepted by the customer if this is reasonable for him. The installation of software (patches or new versions) is the responsibility of the customer.

(3) The customer shall support 8devs GmbH in the analysis of errors and the elimination of defects, in particular by describing problems that occur in concrete terms, informing 8devs GmbH comprehensively and granting 8devs GmbH the time and opportunity required for the elimination of defects. 8devs GmbH may choose to remedy the defect on site or at its business premises. 8devs GmbH may also provide services by remote maintenance. The customer shall provide the necessary technical requirements at his own expense and grant 8devs GmbH electronic access to the software after prior announcement.

(4) The contracting parties agree on the following defect classes and response times:

Error class 1: Defects preventing operation: The error prevents business operations at the customer; there is no workaround: 8devs GmbH shall immediately, at the latest within six hours after the error message, begin to rectify the error and shall continue to do so with vigour until the error has been rectified, as far as reasonable also outside normal working hours (weekdays 8.00 a.m. to 5.00 p.m.).

Defect class 2: Defects hindering business

Defects: The defect considerably impedes the business operations of the customer; however, the use of the software is possible with workarounds or with temporarily acceptable restrictions or difficulties: 8devs GmbH shall begin with the elimination of the defect on the same day if the defect is reported before 10:00 a.m., and at the beginning of the next working day if the defect is reported later, and shall continue with it until the defect has been eliminated within the usual working hours. 8devs GmbH may initially demonstrate a workaround solution and eliminate the defect later if this is reasonable for the customer.

Error class 3: Other defects: 8devs GmbH shall begin to eliminate the error within one week or shall eliminate the error only with the next programme version if this is reasonable for the customer.

(5) If 8devs GmbH finally refuses to remedy the defect or if this finally fails or is unreasonable for the customer, the customer may either withdraw from the contract within the scope of § 6 or reduce the remuneration appropriately and additionally claim damages or reimbursement of expenses in accordance with § 11. The claims

shall become time-barred in accordance with § 12.

§ 10 Defects of title

(1) 8devs GmbH warrants that the contractual use of the software by the customer does not conflict with any rights of third parties. In the event of defects of title, 8devs GmbH warrants that it will, at its discretion, provide the customer with a legally unobjectionable opportunity to use the software or equivalent software.

§ 11 Liability

(1) 8devs GmbH shall pay compensation for damages or reimbursement of futile expenses, irrespective of the legal basis (e.g. from contractual and quasi-contractual obligations, material defects and defects of title, breach of duty and tort), only to the following extent: Liability for intent, fraudulent intent and warranty is unlimited. In the event of gross negligence, 8devs GmbH shall be liable to the amount of the typical damage foreseeable at the time of conclusion of the contract. In the event of a breach of a cardinal obligation due to simple negligence (obligation the fulfilment of which is a prerequisite for the proper performance of the contract, the observance of which the contractual partner regularly relies on and may rely on, and the breach of which jeopardises the achievement of the purpose of the contract), 8devsGmbH shall be liable in the amount of the typical damage foreseeable at the time of conclusion of the contract, but no more than the amount of the insurance sum.

(2) The objection of contributory negligence shall remain open to 8devs GmbH. The customer shall in particular be obliged to back up data and to defend against malware in each case in accordance with the current state of the art.

(3) In the event of injury to life, body and health and in the event of claims under the Product Liability Act, the statutory provisions shall apply without restrictions.

§ 12 Statute of Limitations

(1) In the case of material defects, the limitation period for claims for repayment of the purchase price arising from withdrawal or reduction shall be one year from delivery of the software, but for properly notified defects not less than three months from submission of the effective declaration of withdrawal or reduction; in the case of other claims arising from material defects, one year; in the case of claims arising from defects of title, two years if the defect of title does not lie in a right of a third party on the basis of which the third party can demand the return of the objects specified in § 3 para. 5 or to demand that they cease to be used; in the case of claims for damages or reimbursement of expenses incurred in vain not based on material defects or defects of title, two years; the period shall commence at the time when the customer became aware of the circumstances giving rise to the claim or should have become aware without gross negligence.

§ 13 Commencement and end of the rights of the customer

(1) Ownership of the goods delivered and the rights under § 4 shall pass to the customer only upon full payment of the remuneration due under the contract. Prior to this, he shall only have a provisional right of use, which shall only be under the law of obligations and which may be revoked in accordance with para. 2.

(2) 8devs GmbH may terminate the rights according to § 4 for good cause under the conditions of § 6. Good cause shall be deemed to exist if 8devs GmbH, taking into account all circumstances of the individual case and weighing the interests of both parties, cannot reasonably be expected to allow the software to remain with the Customer on a permanent basis, in particular if the Customer violates § 4 in a significant manner.

(3) If the rights pursuant to § 4 do not arise or if they end, 8devs GmbH may demand from the customer the return of the items provided or the written assurance that they have been destroyed, furthermore the deletion or destruction of all copies of the items and the written assurance that this has been done.

§ 15 Training

(1) Training shall take place at 8devs GmbH. The customer may have the training carried out on its premises if it provides the necessary technical equipment. In this case, Customer shall additionally pay for the travelling time and travel expenses of the training personnel in accordance with the current price list of 8devs GmbH.

(2) 8devs GmbH may cancel a training course for good cause. 8devs GmbH shall notify the customer of the cancellation of a date in good time and offer alternative dates.

§ 16 Conclusion

(1) Amendments and supplements to the contract must be made in writing to be effective. The written form requirement can only be waived in writing. Transmission in text form, in particular by e-mail, shall also be sufficient to comply with the written form requirement.

(2) The law of the Federal Republic of Germany shall apply to the exclusion of the conflict of laws provisions and the UN Convention on Contracts for the International Sale of Goods. The place of performance and jurisdiction for all disputes arising from and in connection with this contract shall be the registered office of 8devs GmbH for contracts with merchants.

(3) In the event of any disputes arising from or in connection with this contract, contract extensions or supplements which they cannot settle among themselves, the contracting parties agree to call upon the arbitration board of the German Association for Law and Information Technology (www.dgri.de/) in order to settle the dispute in full or in part, provisionally or finally, in accordance with its arbitration rules in the version valid at the time of the initiation of arbitration proceedings. The statute of limitations for all claims arising from the matter in dispute shall be suspended from the time of the request for conciliation until the end of the conciliation proceedings; section 203 of the German Civil Code shall apply accordingly.