General Terms and Conditions of EVIQUS GmbH

I. Scope and General Provisions

These GTC apply to all contracts, deliveries and services of EVIQUS GmbH vis-à-vis entrepreneurs within the meaning of Sec. 14 BGB (German Civil Code). Contracts with consumers within the meaning of Sec. 13 BGB are not concluded.

They also apply to future business transactions, even if not agreed again explicitly.

Conflicting terms of the customer shall not apply unless expressly accepted by EVIQUS GmbH in writing or in text form (e.g., email).

Individually negotiated agreements between EVIQUS and the customer shall take precedence over these GTC.

II. Conclusion of Contract

EVIQUS offers are non-binding. The customer is bound by its order for four weeks.

A contract is concluded by written order confirmation or by performance of delivery or service.

The scope of services is determined by the order confirmation or the agreed statement of work.

III. Delivery Periods and Partial Deliveries

Delivery dates are non-binding unless a fixed date has been expressly agreed in writing or in text form.

Observance of delivery dates requires timely and proper cooperation by the customer.

In cases of force majeure or unforeseeable events (e.g., natural disasters, pandemics, official measures, cyber attacks, strikes, embargoes, governmental trade restrictions, shortages of energy or raw materials, severe supply chain disruptions or failure of critical infrastructure), EVIQUS may postpone delivery for the duration of the impediment or withdraw from the contract in whole or in part.

Partial deliveries are permissible if reasonable for the customer.

In the event of culpable delay in delivery, liability is limited to liquidated damages of 0.5% of the order value for each completed week of delay, capped at 5% of the order value.

IV. Customer Duties and Change Requests

The customer shall provide, in due time, all information, approvals, system access, suitable test environments and test data required for performance. Delays attributable to the customer shall extend deadlines accordingly and entitle EVIQUS to remuneration of additional effort as per the price list.

Changes to the scope of work require a written or text-form change request and an approved addendum.

V. Shipment and Transfer of Risk

Shipment is at the customer’s cost and risk unless agreed otherwise.

In case of shipment, the risk of accidental loss or deterioration passes to the customer upon handover to the carrier, freight forwarder or any other person or institution designated to perform the shipment (Sec. 447 BGB).

VI. Prices and Payment

Prices valid at the time of contract conclusion apply, plus statutory VAT and packaging and shipping costs.

For continuing obligations (e.g., maintenance or service contracts), EVIQUS may adjust fees if relevant costs (in particular wages, energy, third-party/list prices, levies) increase or decrease. Adjustments are announced 3 months in advance in text form, include a factual justification and have no retroactive effect. If an increase exceeds 8% of the last applicable fee, the customer may terminate the affected contract with one month’s notice to the date of adjustment. In case of cost decreases, fees will be reduced using the same methodology.

Unless agreed otherwise, invoices are due without deduction within 10 calendar days of the invoice date.

In case of default, statutory default interest applies (Sec. 288(2) BGB), currently 9 percentage points above the base rate, plus a €40 flat charge pursuant to Sec. 288(5) BGB. Further damages remain unaffected.

Set-off is permitted only with undisputed or finally adjudicated claims. A right of retention exists only for counterclaims arising from the same contractual relationship.

VII. Services and Service Levels

Service fees are payable quarterly in advance.

Services are provided on business days from 08:00 to 17:00 (public holidays at EVIQUS’ registered office excluded). Services outside these hours are charged with surcharges according to the price list.

Response time during regular service hours: within 8 hours after receipt of a qualified incident report. Restoration times are not owed. Remote support takes precedence over on-site work.

A qualified incident report is deemed given if submitted via the agreed channels and contains a reproducible error description, steps to reproduce, affected system version/components, relevant logs/screenshots and an urgency level.

On-site work, travel time, mileage and expenses are billed according to the price list; travel time counts as working time.

For remote support, the customer grants the necessary access rights. The customer is responsible for regular backups according to the state of the art and shall provide a current backup before EVIQUS interventions.

VIII. Acceptance of Work and Implementation Services

Work and implementation services are subject to formal acceptance.

EVIQUS may request acceptance after performance; acceptance shall be deemed granted if the customer does not report material defects within 10 working days or uses the service in production.

IX. Software Licence and Maintenance

The software is protected by copyright. Subject to full payment, the customer receives a simple, non-exclusive, non-transferable licence for the contractually agreed number of devices/instances/users.

The licence is perpetual, territorially limited to the EEA and restricted to the customer’s own business purposes. Use in a data-centre, hosting or service-provider model requires a separate agreement.

Transfer, rental, sub-licensing or making available to the public is prohibited unless mandatorily permitted by law (Secs. 69a et seq. UrhG; Sec. 69e UrhG remains unaffected). Activation and licence mechanisms must not be circumvented.

Unless agreed otherwise, maintenance comprises the provision of bug fixes and minor updates; new major versions/features require a separate agreement.

EVIQUS may use open-source components; corresponding licences will be disclosed and take precedence for the respective components.

In case of third-party IP claims, the customer shall inform EVIQUS without undue delay. EVIQUS may, at its discretion, modify the software, obtain a licence or remove the affected functionality from the contract against refund of any fee paid for that functionality.

X. Work Results (Custom Deliverables)

For custom deliverables, EVIQUS grants the customer – subject to full payment – a simple, non-transferable right of use limited to the customer’s own business purposes. Source-code rights are granted only if expressly agreed.

Methods, processes, tools, libraries and know-how used or developed by EVIQUS remain, unless expressly agreed otherwise, the property of EVIQUS and may be reused by EVIQUS.

XI. Spare Parts

Spare parts are billed at the applicable list prices plus VAT unless agreed otherwise.

XII. Retention of Title

Goods remain the property of EVIQUS GmbH until all claims have been paid in full.

If goods are processed or combined with other items, co-ownership arises in proportion to the invoice value of the goods to the value of the new item.

Claims from resale are hereby assigned to EVIQUS by way of security. The customer is revocably authorised to resell in the ordinary course of business; the collection authorisation may be revoked in case of default. Pledging or transfer by way of security is not permitted.

The customer shall treat goods subject to retention of title with care, insure them against customary risks and notify EVIQUS of third-party access without delay.

In case of default and after a grace period, EVIQUS may demand surrender of the goods; this does not constitute a rescission unless expressly declared.

XIII. Term and Termination of Service Contracts

The initial term is agreed individually.

After expiry, the contract renews for one year unless terminated in writing or in text form with three months’ notice to the end of the term.

The right to extraordinary termination for good cause remains unaffected.

XIV. Warranty and Liability

Merchants shall inspect goods without undue delay after delivery and notify defects without undue delay (Sec. 377 HGB). Obvious defects shall be notified no later than 5 working days after delivery; hidden defects without undue delay after discovery.

In case of a justified defect notice, EVIQUS shall, at its discretion, remedy the defect or deliver a replacement. If this fails, the customer may reduce the price or rescind the contract.

No warranty is assumed for damage caused by improper use, unauthorised interventions or external influences (e.g., overvoltage, moisture, mechanical impact).

The warranty period is 12 months from transfer of risk, unless mandatory statutory provisions (in particular product liability or construction works pursuant to Sec. 634a BGB) provide otherwise.

In cases of simple negligence, EVIQUS is liable only for breach of essential contractual duties (cardinal duties); in such cases liability is limited to the foreseeable, typical damage and capped at 100% of the net order value; for continuing obligations, capped at the fees paid in the last 12 months. Claims for intent or gross negligence, injury to life, body or health and under the Product Liability Act remain unaffected.

For data loss, EVIQUS is liable only if the customer has performed proper backups in line with the state of the art; liability is then limited to the effort to restore data from proper backups.

Liability for loss of profit, production downtime or indirect damages is excluded except where mandatory by law.

XV. Data Protection

Personal data are processed solely for contract performance pursuant to Art. 6(1)(b) GDPR. Further information is available at www.eviqus.com/datenschutz.

Where EVIQUS processes personal data on behalf of the customer in the context of support, cloud or remote services, the parties shall conclude a data-processing agreement pursuant to Art. 28 GDPR prior to performance; in case of conflict, such agreement prevails over these GTC.

XVI. Export Control and Regulatory Requirements

The customer shall comply with all applicable export, re-export and sanctions regulations of the EU and other relevant jurisdictions. EVIQUS may refuse performance if this would violate such regulations.

The customer is responsible for complying with any professional, medical or radiation-protection requirements for the intended use. EVIQUS does not owe end-user regulatory approvals unless expressly agreed.

XVII. WEEE (ElektroG)

For products designated as B2B devices, the customer is responsible for end-of-life disposal in compliance with law and shall indemnify EVIQUS against related claims.

XVIII. Final Provisions

German law applies; the UN Convention on Contracts for the International Sale of Goods (CISG) is excluded.

Place of jurisdiction and place of performance is EVIQUS GmbH’s registered office, provided the customer is a merchant under the German Commercial Code (HGB).

The contract language is German.

In case of inconsistencies, the following order of precedence applies: individually negotiated agreement/offer > statement of work/specification > these GTC.

Should any provision of these GTC be or become invalid, the validity of the remaining provisions shall not be affected. The invalid provision shall be replaced by a valid one that most closely reflects the economic intent of the invalid provision.