Scandio Terms and Conditions

1. Scope and Services

1. The following provisions shall apply exclusively to service, development and consulting services provided by Scandio GmbH (hereinafter "Scandio") to the customer. The concrete service, development and consulting services (hereinafter referred to as "Services") result from the service description.
2. Furthermore, Scandio procures rights of use to software products of other manufacturers and renders services in connection with these software products within the meaning of clause 1. Scandio does not transfer ownership of these software products (hereinafter also referred to as "Licensed Products"), but procures a right of use to the customer in accordance with the terms and conditions of use and license of the respective manufacturer. This also applies to updates, upgrades and patches of the Licensed Products.
3. Scandio shall provide the support services expressly agreed in the service description for the brokered rights of use ("Licenses") for the License Products - to the extent agreed - at the remuneration agreed therein. Additional support services may be agreed upon if necessary.
4. An introduction of the Customer to the Licensed Products, their installation or adaptation as well as the transfer of the Customer's old data inventories shall not be the subject of an offer - unless explicitly agreed in the specification of services.

2. Grant of rights

1. Unless otherwise agreed, the following shall apply: In the event that protectable work results (e.g. specifications, concepts and requirement specifications, individual software, training documents) are created within the scope of the services rendered by Scandio, the customer shall receive permanent, non-transferable and non-exclusive rights of use thereto for the customer's internal company purposes upon payment of the full remuneration. The customer is not entitled to distribute or process the work results.
2. For the use of the licensed products procured by Scandio, the terms of use and license of the respective manufacturer, which Scandio references in its offer, shall apply.
3. Scandio is entitled to use experiential knowledge, such as ideas, concepts, methods and know-how, which is developed or disclosed for the customer in the course of the performance of the contract and which is available in the memory of the persons employed by Scandio for the performance of the service. This shall not apply to the extent that industrial property rights or copyrights of the customer are infringed thereby. The obligation to maintain confidentiality remains unaffected.

3. Remuneration

1. The customer shall pay Scandio the respective agreed remuneration for the agreed services and for brokered license products.
2. Unless otherwise agreed, the customer shall remunerate Scandio's working and travel time on a time basis according to Scandio's price lists. The current price lists are an integral part of the offer.
3. Travel costs are charged according to actual expenses (1st class train/economy class flight, overnight stay, cab, public transport). Daily expenses and costs for actually driven car kilometers will be charged according to rates of the currently valid tax guidelines. Travel times are working times.
4. All prices are subject to the statutory value added tax valid at the time.
5. As far as prices are indicated in a foreign currency and the exchange rate at the time of the order deviates by more than 3% from the indicated exchange rate, the prices in EURO shall apply at the recalculated exchange rate valid at the time of the order.
6. Scandio shall invoice the incurred effort on a monthly basis according to the time sheets prepared by Scandio, accurate to the quarter of an hour. Topics will be bundled as far as possible at the time of service provision.
7. Flat prices - if agreed - will be invoiced at the beginning of the specified period. If the agreed service provision begins or ends within this period, a pro rata invoice will be issued. Payments are due without any deductions upon receipt of the invoice.
8. In case of default of payment, Scandio shall be entitled to charge interest in the amount of 9 percentage points above the respective base interest rate. The assertion of further damage caused by default remains unaffected.
9. Until full payment has been made, Scandio reserves the rights to services rendered and work results. In particular, Scandio is entitled to prohibit further use of the services and/or work results if the customer is in default of payment and if Scandio has withdrawn from the contract for this reason. Should a third party gain access to the rendered services and/or work results prior to full payment, the customer is obligated to inform such third party of Scandio's reservation and to notify Scandio immediately in writing of the third party's access.

4. Principles of service provision

1. The responsibility for the project management and a possible project success lies with the customer. The services of Scandio are services according to §§ 611 ff. BGB (German civil code). Services under a contract for work and services are not subject of the contract, unless this is expressly stated in the service description.
2. If Scandio is designated by the customer as Single Point of Contact (SPoC) for the brokered rights of use of the Licensed Products, Scandio shall manage the existing rights of use ("Licenses"). The customer receives a reminder in due time before renewal of a support period. This 'License Service' is not associated with any additional costs for the customer.
3. Scandio shall provide its services in accordance with the current state of the art at the time of conclusion of the contract, unless deviating requirements have been agreed upon within the scope of the service description.
4. Scandio shall provide its services on working days between 09:00 and 17:30. Working days are the days from Monday to Friday excluding public holidays at Scandio's location. To the extent necessary, Scandio shall perform its services at the customer's business premises. Beyond that Scandio is free to choose the place of performance.
5. Scandio shall inform the customer without undue delay if Scandio recognizes or had to recognize obstacles or impairments that may have an effect on the performance of services.

5. Cooperation services of the customer

1. Subject to further (detailed) provisions in the offer, the customer shall provide the following cooperation services:
2. At the beginning of Scandio's work, the customer shall name a contact person who is authorized to make essential decisions regarding the services to be provided by Scandio or to bring about such necessary decisions. In particular, this contact person shall establish the contacts with the departments at the customer necessary for the services of Scandio, shall ensure the communication with all departments at the customer's premises necessary for the work of Scandio and shall assume the coordination of the scheduling of the work of Scandio with the affected departments at the customer's premises.
3. For the services of Scandio, the customer shall provide the necessary work equipment, in particular, if services are required on the customer's premises, the necessary premises and infrastructure.
4. The customer is obligated to support the work of Scandio to the best of its ability, in particular the customer shall provide the documents and information specified in the offer.
5. The customer shall inspect Scandio's services for completeness and any defects and notify Scandio immediately of any complaints. Section 377 of the German Commercial Code (HGB) shall apply.
6. The customer shall document any defects occurring in as comprehensible a manner as possible and notify Scandio immediately and, if possible, in writing after their discovery.
7. Unless otherwise agreed in individual cases, all cooperation services shall be provided by the customer free of charge.
8. To the extent that cooperation services are owed and the necessary specification has not already been made contractually, Scandio shall request these cooperation services from the customer in text form with a reasonable lead time, stating the relevant general conditions. In addition, Scandio shall inform the customer without undue delay in text form about any insufficient cooperation services from its point of view.
9. The cooperation services to be provided by the customer represent real obligations and not merely mere duties. If and to the extent the customer does not provide the cooperation services owed by him, does not provide them in time or does not provide them as agreed and if this has an effect on the performance of services by Scandio, Scandio shall be released from the provision of the affected services. The corresponding performance deadlines of Scandio shall be postponed by an appropriate period of time. Additional expenses and damages incurred and proven by Scandio shall be compensated separately on the basis of the agreed conditions, without prejudice to further rights.

6. Delivery of Services, Work Results, Test Commitment

1. To the extent necessary, Scandio and the Customer shall agree on a testing obligation. To the extent such an obligation is agreed and unless otherwise agreed, the following shall apply:
2. The statement of work (see clause 1.1) shall describe in detail Scandio's services to be tested, the test criteria and the tests to be performed.
3. After successful performance of the specified tests, the contractual partners are obliged to jointly sign a protocol on the delivery of the contractual services.
4. However, the services shall be deemed to have been duly accepted or delivered no later than two (2) weeks after handover if no written notice of defects is given by the customer. If the services are programs, they shall be deemed to have been duly accepted or delivered no later than four (4) weeks after handover, provided that the customer does not submit a written notice of defects.

7. Cancellations and rescheduling

1. Cancellations of appointments confirmed in writing for workshops, consulting days or coaching sessions are possible free of charge up to ten (10) working days before the appointment. The cancellation must be sent in text form to the relevant contact person. The date on which the cancellation is received by Scandio is decisive.
2. If the cancellation is not made in due time, the following cancellation fees will be due:
3. 9 working days before the appointment: 50% of the agreed fee
4. 5 working days before the appointment: 75% of the agreed remuneration
5. In case of absence from the appointment without cancellation: 100% of the agreed remuneration
6. The customer can postpone the appointment after consultation with Scandio. The regulations for cancellation apply accordingly to a postponement of an appointment.
7. In case of cancellation of a consultant or coach due to illness, accident or other higher forces, a new event date will of course be offered as soon as possible.

8. Failure to meet deadlines

1. Each contracting party shall be liable to the other contracting party for failure to meet deadlines insofar as it is exclusively responsible for such failure and such failure relates to its own part of the performance. In the event of liability, the agreed liability limits shall apply (see Section 13).
2. Insofar as missed deadlines are not or not exclusively the responsibility of a contractual partner, each contractual partner shall bear the disadvantages arising from the missed deadline.
3. In any case of missed deadlines, the contractual partners shall adjust the schedule accordingly and, if necessary, agree on new deadlines.

9. Employees of Scandio and subcontractors

1. Scandio is free to choose the employees Scandio uses for the provision of services. Scandio shall ensure that the employees employed by Scandio are sufficiently qualified to perform the services. If and to the extent that Scandio has named to the customer employees whom Scandio intends to use for the performance of services, this shall correspond to the planning status at the time of the naming. The customer has no claim to the deployment of the named employees.
2. Scandio shall endeavor to ensure continuity with respect to the employees deployed for the customer under the contract. Scandio will notify the customer of a replacement of the assigned employees in advance, if possible. The newly assigned employees shall at least meet the requirements set forth in clause 1.
3. If the qualification of the employees deployed by Scandio does not meet the contractually agreed requirements or if the deployment of such employees is unreasonable for the customer for other reasons, the customer shall immediately inform Scandio thereof in writing. Scandio shall immediately take appropriate measures to remedy the situation.
4. The employees employed by Scandio for the performance of services are not subject to the customer's authority to issue instructions. This shall apply in particular to the extent that employees employed by Scandio perform the services on the customer's premises. Both contractual partners shall take appropriate organizational measures to prevent the assignment of employees.
5. Scandio is entitled to use subcontractors for the performance of services after prior written consent of the customer. The customer shall refuse such consent only for good cause. The customer agrees to the companies named in the offer as subcontractors. Scandio shall structure the agreements with its subcontractors in such a way that they are in compliance with the provisions of the contract.

10. Secrecy and Confidentiality

1. The contracting parties shall treat as confidential all business secrets (in particular those pursuant to § 2 GeschGehG) including the contents of this Agreement as well as other information of the respective other contracting party marked as confidential (hereinafter referred to as "Confidential Information"). The receiving contractual partner shall treat the Confidential Information with the same care as it treats its own confidential information of the same sensitivity, but at least with the care of a prudent businessman.
2. Any use of the Confidential Information shall be limited to use in connection with this Agreement. Confidential information may not be disclosed to third parties without the prior consent of the other contracting party. Consents must be in writing. Third parties within the meaning of this paragraph shall not include affiliated companies of the contracting parties and consultants who are obliged by law to maintain confidentiality.
3. To the extent required by applicable legal obligations, the receiving contractual partner is furthermore entitled to disclose and pass on confidential information. To the extent permitted by law, the receiving contractual partner shall inform the other contractual partner prior to the disclosure of confidential information.
4. The contractual partners shall impose on their employees or third parties to whom they pass on confidential information a confidential treatment of this information within the framework of the respective service and employment relationships with the proviso that the obligation to maintain confidentiality shall also continue beyond the end of the respective service or employment relationship insofar as a corresponding general obligation to maintain confidentiality does not already exist.
5. Excluded from the obligation to maintain confidentiality is information which
6. was already generally known at the time the contract was concluded or subsequently became generally known without any breach of the confidentiality obligations contained in the contract;
7. which the receiving contractual partner has developed independently of the contract; or
8. which the receiving contracting party has received from third parties or outside the contract from the other contracting party without an obligation of confidentiality.
9. The burden of proof for the existence of the exceptions mentioned in clause 5 shall be on the contracting party invoking the exception.
10. Upon termination of the contract, the contractual partners shall hand over or delete confidential information of the other contractual partner in their possession at the latter's request. Excluded from this is confidential information for which there is a longer legal obligation to retain data, as well as data backups as part of normal backup processes.
11. The obligation to maintain confidentiality shall apply for the term of the contract and for a period of five (5) years after termination of the contract.

11. Data protection

1. The contractual partners shall comply with the data protection laws applicable to them in each case.
2. If and to the extent that Scandio processes personal data of the customer on behalf of the customer in the context of the provision of services, the contractual partners shall conclude a customary agreement on the processing of data on behalf pursuant to Art. 28 DS-GVO prior to the start of the processing.

12. Defects in performance, quality and title of work results

1. A material defect shall be deemed to exist if work results do not have the contractually agreed quality or are not suitable for the contractually stipulated use. The contractually agreed quality results from the respective service description (see section 1.1).
2. A defect of title exists if the rights required for the contractual use of the work results could not be granted.
3. Claims for material defects and defects of title shall become statute-barred one year after delivery of the respective work results, in any case after acceptance (see Clause 6). In the event of fraudulent intent and the assumption of a guarantee, the statutory provisions shall apply.
4. Insofar as the customer modifies work results himself or has them modified by third parties, the claims for material defects and defects of title shall lapse, unless the customer proves that defects that have occurred are not due to the modifications and that the analysis of defects and the elimination of defects by Scandio are also not impaired.
5. In case of occurring defects Scandio shall make subsequent performance. Scandio shall be entitled to effect subsequent performance at its option by new delivery or repair. The customer may demand a new delivery or rectification of defects within a reasonable period of time if the respective other form of supplementary performance is unreasonable for him.
6. Scandio may also remedy the defect by giving instructions to the customer by telephone, in writing or electronically.
7. If it turns out that a defect reported by the customer does not actually exist or is not due to the work results of Scandio, Scandio shall be entitled to charge the customer for the expenses incurred in connection with the analysis and other processing in accordance with the current price list for services, provided that the customer was guilty of intent or gross negligence when reporting the defect.
8. If Scandio is unsuccessful with the supplementary performance within a reasonable period of time, which allows for at least two attempts to remedy the defect, the customer is entitled to set a reasonable grace period for Scandio. If Scandio is also unsuccessful within this grace period, the customer is entitled to reduce the remuneration or to rescind the contract, at the customer's option.
9. In addition to rescission or reduction, the customer may, if Scandio is at fault, claim damages instead of performance or reimbursement of futile expenses. In this respect, clause 13 shall apply.
10. The right to withdraw from the contract and to claim damages instead of the entire performance exists only in case of substantial defects.
11. In the event of a justified withdrawal, Scandio shall be entitled to demand reasonable compensation for the use drawn by the customer from the services rendered until the rescission.

13. Limitation of liability

Unless otherwise agreed between the contracting parties, the following shall apply with regard to liability:

1. In case of intent and gross negligence Scandio shall be liable in accordance with the statutory provisions.
2. In case of ordinary negligence Scandio shall only be liable if it concerns the breach of an essential contractual obligation. In this case Scandio's liability shall be limited to the foreseeable damage typical for the contract. An essential contractual obligation is an obligation the fulfillment of which enables the proper performance of a contract in the first place and on the observance of which the customer may regularly rely.
3. Claims for damages under the Product Liability Act and in the event of injury to life, limb or health shall remain unaffected by the above limitations of liability.
4. The limitations of liability of this clause 13 shall also apply in favor of legal representatives, employees and vicarious agents of Scandio.
5. If a damage is due both to the fault of Scandio and to the fault of the customer, the customer must allow his contributory negligence to be taken into account. In particular, the customer is responsible for a regular backup of his data. In the event of a loss of data for which Scandio is responsible, Scandio shall therefore be liable exclusively for the costs of copying the data from the backup copies to be made by the customer and for the reconstruction of the data which would have been lost even if backup copies had been made at reasonable intervals

14. Laufzeit und Kündigung

1. Soweit durch das Angebot von Scandio und dessen Annahme (Vertragsschluss) ein Dauerschuldverhältnis begründet wird, gilt – soweit nichts anderes vereinbart wird - Folgendes:
2. Der Vertrag beginnt mit Vertragsunterzeichnung bzw. Annahme des Angebots von Scandio und läuft auf unbestimmte Zeit.
3. Die Frist für eine ordentliche Kündigung beträgt sechs (6) Wochen jeweils zum Quartalsende.
4. Das Recht zur außerordentlichen Kündigung aus wichtigem Grund bleibt unberührt.
5. Jede Kündigung bedarf der Schriftform. Eine Übermittlung der Kündigung per E-Mail ist nicht ausreichend.

15. Non-solicitation

1. The contractual partners mutually undertake not to directly or indirectly entice away any employees of the other contractual partner during the term of the agreement. Solicitation is understood to mean influencing an employee bound by an employment contract with the aim of persuading him or her to change jobs.

16. Final provisions

1. Neither contracting party may transfer the rights and obligations under this contract to third parties without the prior written consent of the other contracting party.
2. The customer may only set off undisputed or legally binding claims against claims of Scandio.
3. This contract is subject to German law. The uniform UN Convention on Contracts for the International Sale of Goods (CISG) is excluded.
4. Place of performance is Munich.
5. Place of jurisdiction is Munich.
6. Amendments and supplements to the contract must be made in writing. This also applies to amendments to these provisions.
7. Should individual provisions of the contract be or become wholly or partially invalid or unenforceable, this shall not affect the validity of the remaining provisions of the contract. The same shall apply in the event that the contract contains a loophole. In place of the invalid and unenforceable provision or in order to fill the gap, an appropriate provision shall apply which, as far as legally possible, comes as close as possible to what the contracting parties would have intended if they had considered this point when concluding the contract.