§ 1 Scope of Application
 

1. These Terms and Conditions apply to all deliveries, services, and offers provided by IDENTYTEC GmbH (hereinafter referred to as “IDENTYTEC”) to entrepreneurs, legal entities under public law, and special funds under public law within the meaning of § 310 (1) German Civil Code (BGB).
    

2. Any conflicting or deviating terms and conditions of the customer shall not be recognized unless IDENTYTEC expressly agrees to their validity in writing.
    

3. These Terms and Conditions shall also apply to all future business relationships without the need for any further express agreement.
    

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§ 2 Subject Matter of the Contract
 

1. IDENTYTEC provides services in the following areas:
   · Development and provision of software solutions
   · Automation and material flow solutions
   · Consulting and project management
   · System integration
   · Implementation services
   · Maintenance and support services
   · Supply of hardware components
    

2. The specific scope of services is defined in the respective offer, contract, or order confirmation.
   
    

§ 3 Conclusion of Contract
 

1. Offers made by IDENTYTEC are non-binding and subject to change unless explicitly agreed otherwise.
    

2. A contract shall only be concluded upon written order confirmation or commencement of service delivery by IDENTYTEC.
    

3. Amendments or additions to a contract must be made in writing.
   
    

§ 4 Customer Obligations

 

1. The customer shall provide all information, access, documents, and contacts required for the performance of the services in a timely manner.
    

2. Delays caused by insufficient or delayed cooperation shall not be the responsibility of IDENTYTEC.
    

3. Additional costs resulting from inadequate cooperation may be invoiced separately to the customer.
   
    

§ 5 Prices and Payment Terms

 

1. All prices are net prices plus the applicable statutory value-added tax.
    

2. Invoices are payable within 14 days of the invoice date without deduction, unless otherwise agreed.
    

3. In the event of default in payment, IDENTYTEC is entitled to charge statutory default interest.
    

4. Set-off or retention rights may only be exercised with undisputed or legally established claims.
   
    

§ 6 Delivery and Performance Deadlines

 

1. Delivery and performance deadlines are non-binding unless expressly agreed as binding.
    

2. Deadlines shall be extended appropriately in cases of force majeure, labor disputes, governmental actions, or other unforeseeable events beyond IDENTYTEC’s control.
    

3. Partial deliveries and partial services are permissible insofar as they are reasonable for the customer.
    

§ 7 Acceptance
 

1. Where services require acceptance, the customer shall inspect them immediately upon provision.
    

2. Acceptance shall be deemed granted if the customer uses the service in production or does not report any material defects in writing within 14 calendar days.
    

3. Insignificant defects shall not entitle the customer to refuse acceptance.
    

§ 8 Rights of Use for Software
 

1. Upon full payment, the customer receives a simple, non-transferable right of use to the delivered software within the agreed scope.
    

2. All copyrights, source codes, concepts, documentation, and developments shall remain the property of IDENTYTEC unless otherwise agreed in writing.
    

3. Any transfer, rental, reproduction, or modification of the software requires prior written consent from IDENTYTEC.
   
    

§ 9 Retention of Title
 

1. Delivered goods remain the property of IDENTYTEC until full payment of all claims arising from the business relationship has been received.
    

2. The customer is obliged to treat the retained goods with care and protect them against third-party access.
   
    

§ 10 Warranty
 

1. IDENTYTEC warrants that the contractually agreed services substantially comply with the agreed specifications.
    

2. Defects must be reported in writing without undue delay.
    

3. IDENTYTEC is initially entitled to remedy the defect or provide replacement performance.
    

4. If subsequent performance fails, the customer may reduce the remuneration appropriately or withdraw from the contract.
    

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§ 11 Liability
 

1. IDENTYTEC shall be fully liable for intent and gross negligence.
    

2. In cases of slight negligence, IDENTYTEC shall only be liable for the breach of essential contractual obligations and limited to foreseeable damages typical for this type of contract.
    

3. Liability for indirect damages, loss of profit, production downtime, or consequential damages is excluded to the extent permitted by law.
    

4. The limitations of liability shall not apply in cases of injury to life, body, or health, or under the German Product Liability Act.
   
    

§ 12 Confidentiality
 

1. Both parties undertake to keep confidential all information obtained in the course of the cooperation.
    

2. This obligation shall survive the termination of the contractual relationship.
   
    

§ 13 Data Protection

 

1. The parties shall comply with applicable data protection laws, in particular the General Data Protection Regulation (GDPR).
    

2. Where required, the parties shall conclude separate data processing agreements.
    

 

§ 14 Force Majeure

Events of force majeure that significantly impede or render performance impossible shall release the affected party from its obligations for the duration of the disruption.
 

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§ 15 Final Provisions

 

1. The law of the Federal Republic of Germany shall apply, excluding the UN Convention on Contracts for the International Sale of Goods (CISG).
    

2. The place of jurisdiction for all disputes arising from or in connection with this contractual relationship shall be, to the extent legally permissible, the registered office of IDENTYTEC.
    

3. Should individual provisions of these Terms and Conditions be or become invalid, the validity of the remaining provisions shall remain unaffected.