INNODOX Technologies Deutschland GmbH (hereinafter: INNODOX) provides consulting and development services in the field of information, computer and software technology, in particular in the field of document management and enterprise content management systems. The contractual relationship between INNODOX and its contractual partners (hereinafter: customers) is based on the following provisions:


§ 1 General & scope of application

(1) These General Terms and Conditions of Service (hereinafter: GTCS) apply exclusively to all business relations of INNODOX with its customers. Deviating, conflicting or supplementary terms and conditions of the customer will only become part of the contract if and to the extent that INNODOX expressly agrees to their validity in writing. This requirement for consent applies in every case, for example even if INNODOX provides services without reservation in the knowledge of the customer's terms and conditions.


(2) These GTCS apply between the parties in their respective valid version as a framework agreement also for all future transactions concerning the provision of services by INNODOX, insofar as they are legal transactions of a related nature, without INNODOX having to refer to them again in each individual case and also if INNODOX provides services in the knowledge of deviating or conflicting conditions.


(3) Individual agreements made with the customer in individual cases (including subsidiary agreements, supplements and amendments) take precedence over these GTCS. A written contract or our written confirmation shall be decisive for the content of such agreements.


(4) Legally relevant declarations and notifications to be made by the customer to INNODOX after the conclusion of the contract (e.g. setting of deadlines, declaration of withdrawal, etc.) must be made in writing.


(5) References to the applicability of statutory provisions are only for clarification purposes. Even without such clarification, the statutory provisions shall therefore apply, unless they are directly amended or expressly excluded in these GTCS.


§ 2 Conclusion of contract

(1) Unless expressly agreed otherwise, INNODOX's offers are subject to change and non-binding. This also applies if service descriptions, documentation or other documents - also in electronic form - are provided to the customer.


(2) The acceptance of an offer by INNODOX can be declared either in writing (e.g. by an order confirmation) or by the customer using the services of INNODOX.


§ 3 Provision of services

(1) INNODOX shall, in compliance with the individual contractual order and in accordance with the customer's instructions and in coordination with the customer, provide the customer with advisory and support services, in particular, but not exclusively, as follows


a) Proactive provision of technical know-how;


b) Project planning and project preparation as well as project management;


c) Support in the preparation of needs and feasibility analyses;


d) Exploration of the relevant supplier market and support in the execution of tendering and due diligence;


e) Assistance in the preparation of specifications;


f) Support in the examination of the compulsory specifications with regard to their conclusiveness and feasibility;


g) Accompanying project monitoring during the development phase with regard to fulfilment of the requirements of the specifications and adherence to the time schedule;


h) Support in the acceptance of the project object;


i) Support in the operation of database and document management systems;


j) development and integration of software solutions, according to customer requirements.


(2) INNODOX renders its services with the greatest possible care and diligence in accordance with the recognised state of science and technology.


(3) INNODOX is free in the choice of the place of performance as well as in the allocation of working time. INNODOX will, however, coordinate the cooperation of the parties and the observance of deadlines with the customer.


(4) INNODOX is entitled to use subcontractors for the performance of the services. INNODOX will ensure that all requirements of the contract applicable to the part to be performed by the subcontractor become part of the contract which INNODOX concludes with the respective subcontractor.


§ 4  Obligations of the customer to cooperate

(1) The customer shall support the performance of INNODOX by appropriate acts of cooperation. In particular, he shall provide INNODOX with the information and data necessary for this purpose and, to the extent necessary for the performance of the contract, allow INNODOX's employees access to his business premises and access to the IT systems during his business hours to the extent necessary. In addition, the customer will provide any necessary working materials, in particular workstations and computers, to a reasonable extent at its business premises.


(2) The customer shall nominate a contact person and a deputy as permanent reference persons for all matters concerning the contractual services of INNODOX. These persons must be enabled by the customer either to make all decisions relating to the service himself or to bring them about in a timely manner. In addition, the customer will provide those employees whose special knowledge is required in each case.


(3) If the customer fails to comply with his obligations to cooperate and if INNODOX is for this reason unable to perform its services in whole or in part within the agreed period of time, the period of time agreed for this purpose will be reasonably extended.


§ 5  Amendment procedure

(1) The customer is entitled to request changes to the services of INNODOX.


(2) INNODOX will examine the change request in a timely manner. If an extensive examination of the change request is necessary, INNODOX is entitled to charge a separate fee for the effort required for the examination. If this is the case, INNODOX will inform the customer of this and at the same time submit a corresponding offer for examination.


(3) Changes in performance must be documented in writing and/or electronically. As long as there is no such documented change in performance, INNODOX will provide its services in accordance with the original agreement.


§ 6 Compensation & Terms of payment

(1) INNODOX shall receive a compensation for its activities to be determined in an individual contract and, unless otherwise agreed, shall also be entitled to reimbursement of its necessary and proven expenses incurred in the performance of INNODOX's services (including travel costs, expenses, requests for changes in accordance with § 5).


(2) The remuneration and the reimbursement of expenses are in each case exclusive of the statutory value added tax


(3) The compensation as well as the reimbursement of expenses shall be due upon invoicing and, unless otherwise agreed, payable within 14 days after receipt of the invoice. The invoice shall be issued on a time and material basis and, in the case of contractual relationships of more than one month's duration, on a monthly basis. INNODOX is entitled to demand an appropriate down payment. Unless otherwise agreed, the down payment is due for payment within 14 days from the date of the invoice.


(4) If after conclusion of the contract it becomes apparent that the claim for compensation/ reimbursement of expenses is endangered by the customer's lack of ability to pay, INNODOX is entitled to refuse performance in accordance with the statutory provisions and - if necessary after setting a deadline - to withdraw from the contract in accordance with § 312 of the German Civil Code (BGB), unless the counter-performance is rendered or security for it is provided before expiry of a set deadline.


§ 7 Performance issues

(1) The customer must inform INNODOX immediately in writing if he recognises that a service has not been provided by IN-NODOX in accordance with the contract. In doing so he must specify to INNODOX the service not provided in accordance with the contract in as much detail as possible.


(2) Insofar as INNODOX is responsible for the service not being performed in accordance with the contract and the customer has complied with his obligation to inform under paragraph 1, INNODOX is entitled to perform the service concerned in accordance with the contract within a reasonable period of time, insofar as this subsequent performance is possible and reasonable.


§ 8 Granting of rights & violation of third party rights

(1) INNODOX remains the owner of all materials which are or can be protected by industrial property rights or positions similar to industrial property rights (e.g. trademark rights and copyrights) of whatever kind and whether registered or not (hereinafter: materials) and to which INNODOX is entitled at the time of the respective conclusion of the contract or which are developed by INNODOX (or by third parties on its behalf) after the conclusion of the respective contract (hereinafter: INNODOX material). The same applies to adaptations, modifications and further developments.


(2) By handing over the INNODOX-Material INNODOX grants the customer a non-exclusive, non-transferable right to use it to the extent that this results from the purpose of the contract.


(3) The customer grants INNODOX a non-exclusive, non-transferable right of use, limited for the period of performance of the contract, for all material necessary for the purpose of performance of the contract for which he himself is the holder of the rights at the time of conclusion of the contract or which is developed by him (or by a third party on his behalf) ( hereinafter referred to as customer material). The same applies to adaptations, modifications and further developments.


(4) Upon full payment of the agreed compensation INNODOX grants the customer an exclusive, unlimited right to use and exploit the relevant materials (contractual material) created specifically for the customer within the framework of the contractual relationship. Prior to full payment, the customer shall be granted a non-exclusive, non-transferable right to use these materials in accordance with § 8 (2), insofar as this results from the purpose of the contract.


(5) If the rights of third parties are violated by contractual materials, the following will apply unless INNODOX is not at fault for the asserted violations of property rights:


a) If a third party asserts the violation of industrial property rights with regard to the contract materials, the customer will inform INNODOX thereof in writing without delay. The customer will leave the defence against these claims to INNODOX as far as possible and will give INNODOX all necessary authorisations for judicial and extrajudicial measures for this purpose. The customer will not acknowledge claims of the third party without the written consent of INNODOX. The customer will support INNODOX in the defence of the asserted claims to the extent required and reasonable.


b) Insofar as the rights of third parties are infringed, INNODOX may, at its discretion, either provide the customer with the possibility of using the contractual materials concerned or modify or replace the contractual materials concerned in such a way that the property rights are no longer violated.


(6) The provisions of paragraph 5 shall apply accordingly in the event that INNODOX is held liable for the violation of third party intellectual property rights by customer material or third party material provided by the customer.


§ 9 Liability

(1) The customer's claims for damages or compensation of futile expenses shall be governed by this paragraph without regard to the legal nature of the claim.


(2) INNODOX shall be liable without limitation for damages arising from injury to life, body or health which are based on an intentional or negligent breach of duty by INNODOX. Within the framework of the other liability claims INNODOX is liable without limitation only in the event of non-existence of the guaranteed quality and for intent and gross negligence.


(3) INNODOX shall only be liable for slight negligence if an obligation is breached, compliance with which is of particular importance for the achievement of the purpose of the contract (cardinal obligation). In the event of a breach of the cardinal obligation, the liability is limited to the amount of the compensation to be paid in each case during the term of the contract and to such damages as must typically be expected to occur within the scope of the respective contract.


(4) The customer is responsible for the regular backup of his data. In the event of a loss of data for which INNODOX is responsible, INNODOX shall only be liable for the expenditure which is or would have been necessary for the restoration in the event of proper data backup by the customer.


(5) The contractual liability claims expire after one year from the statutory commencement of the limitation period. This does not apply in case of intent or gross negligence by INNODOX or in case of injury to life, body or health. In these cases the statutory limitation period shall apply.


(6) The above provisions also apply in favour of INNODOX's employees, representatives and vicarious agents.


§ 10 Termination

(1) If the contract is concluded for an indefinite period of time, the contractual relationship may be terminated with 30 days' notice to the end of a calendar month. In this case INNODOX has a claim to compensation for the services and expenses rendered up to the effective date of the termination.


(2) The right of both parties to terminate without notice for good cause remains unaffected. If the good cause consists of a breach of contractual obligations by the other party, the termination for good cause shall be threatened. The party in breach of contract shall be warned in writing and given the opportunity to remedy the grievances giving rise to the good cause within a reasonable period of time. A warning is not required if


a) the party in breach of contract seriously and finally refuses to perform the service to be rendered by it,


b) the customer is in default of payment of a major part of an invoice amount for two consecutive months and the amount of the contract is not insignificant in itself;


c) special circumstances exist which, after weighing the interests of both parties, justify immediate termination.


In the event of termination for good cause, the compensation regulation pursuant to para. 1 sentence 2 shall apply accordingly.


(3) Any termination must be in writing in order to be effective.


§ 11 Confidentiality

(1) "Confidential Information" means all information and documents of the respective other party or other third parties involved which are marked as confidential or are to be regarded as confidential due to the circumstances, in particular information on operational processes, business relations, know-how and all other internal matters of the contracting parties or third parties involved.


(2) The parties agree to maintain confidentiality about such confidential information. This obligation shall continue for a period of one year after termination of the contract


(3) Exempt from this obligation is such confidential information,


a) which is demonstrably already known to the Recipient at the time of the conclusion of the Contract or subsequently becomes known to the Recipient from a third party without violating a confidentiality agreement, statutory provisions or official orders;


b) which is publicly known at the time of the conclusion of the Contract or is made publicly known thereafter, provided that this is not based on a breach of this GTCS;


c)  which are required to be disclosed by law or by order of a court or governmental authority. To the extent permissible and possible, the recipient obliged to disclose shall inform the other party in advance and give it the opportunity to oppose the disclosure.


(4) The Parties shall only grant access to confidential information to persons who are subject to professional secrecy or who have previously been subject to obligations equivalent to the confidentiality obligations of this Agreement.


(5) Any disclosure of documents or data, in whatever form, is only permitted with the written consent of INNODOX, unless it serves the fulfilment of the purpose of the contract.


(6) Personal data are furthermore subject to data protection in accordance with the GDPR. Details on data protection can be found in the general data protection information of INNODOX. These can be requested and viewed in printed and/or electronic form.


§ 12 Final clauses

(1) The law of the Federal Republic of Germany shall apply to these GTCS and all legal relationships between INNODOX and the customer to the exclusion of all international and supranational contractual/legal systems, in particular the UN Convention on Contracts for the International Sale of Goods.


(2) If the customer is a merchant within the meaning of the German Commercial Code, a legal person under public law or a special fund under public law, the exclusive - including international - place of jurisdiction for all disputes arising directly or indirectly from the contractual relationship will be the registered office of INNODOX. INNODOX is, however, entitled to bring an action at the customer's general place of jurisdiction.


(3) The customer is only entitled to set-off insofar as his counterclaims are undisputed or have been legally established. The customer is only entitled to assert rights of retention on the basis of counterclaims from the same contractual relationship.


(4) Should individual provisions of these GTCS or its addenda be or become invalid or unenforceable, this shall not affect the validity of the remaining provisions. Rather, the parties shall cooperate to replace the invalid or unenforceable provision with a legally permissible and valid provision or an enforceable provision which is suitable to achieve the success intended by the invalid or unenforceable provision. Until then, such a provision shall be deemed to be agreed. The same applies to the filling of contractual gaps.