1. Contracting party

The contracting parties in connection with these general terms and conditions of business (hereinafter: “GTC”) are TecBridge UG (limited liability), Am Gänsgraben 42 c, 84030 Ergolding (hereinafter: “TecBridge”) and the client (hereinafter together: “contracting parties”).

2. Scope

2.1 These General Terms and Conditions apply exclusively. They also apply to all future orders, contracts and other agreements between the parties, even if they are not expressly agreed again or referred to again, unless the parties expressly agree otherwise.

2.2 Any deviating, conflicting or supplementary general terms and conditions of the client will only become part of the contract if and to the extent that TecBridge has expressly agreed to their validity beforehand. This consent requirement applies in all cases, for example even if the client refers to its general terms and conditions when placing the order and TecBridge does not expressly object to this.

2.3 References to the validity of statutory provisions are for clarification purposes only. Even without such clarification, the statutory provisions apply unless they are directly modified or expressly excluded in these General Terms and Conditions.

3. Subject Matter and Conclusion of Contract

3.1 The content and scope of the respective specific contractual services (subject matter of the contract) consists of these General Terms and Conditions and the annexes explicitly referring to them, as well as the information in the service certificates and offers of TecBridge (hereinafter collectively: “Contract”).

3.2 Unless the contracting parties agree otherwise in writing, the contract is concluded with the order confirmation by TecBridge.

4. General obligations of the contracting parties

4.1 The contracting parties must inform each other promptly and continuously about all circumstances in their own business sphere that may have an impact on cooperation (e.g. departure or replacement of employees involved in the project, lack of resources).

4.2 During the collaboration, the contracting parties must appoint contact persons (hereinafter: "contact persons") who are responsible for the respective defined tasks and roles. The exchange of contact persons and the change of their roles must always take place in coordination with the other contracting party.

4.3 Further mutual obligations of the contracting parties are regulated in the service certificates, depending on the subject matter of the contract.

4.4 Critical security gaps (“zero-day vulnerabilities”), particularly those reported by national and international security authorities (e.g. BSI warnings), often pose a serious threat to the client and require an immediate response by TecBridge, which cannot be processed within the framework of formal inquiries and/or orders due to the time-critical nature. TecBridge has the right to implement warnings and recommendations from the security authorities to protect the client immediately and without prior consultation with the client if such prior consultation leads to a risk for the client due to the loss of time and otherwise the security of the client's data and IT systems cannot be guaranteed or cannot be fully guaranteed.

4.5 The client is advised that the costs of dealing with such critical security gaps and the immediate dangers resulting from them cannot be foreseen or calculated. Therefore, these may not be covered by the previously agreed remuneration/budget planning and must be paid for separately by the client. TecBridge's obligation to inform the client comprehensively and promptly in these cases remains unaffected.

5. Payment terms and price adjustments

5.1 The details of the remuneration are set out in the offer or the service certificates and are always exclusive of statutory value added tax.

5.2 Unless otherwise specified in the offer or service certificates, billing is based on the actual and documented expenditure. Cost estimates or budget plans prepared by TecBridge are non-binding. Please note that TecBridge has no influence on the pricing and cost policies of third-party providers and licensors (e.g. Microsoft) and this may result in these prices and conditions (e.g. license costs) changing in the course of the contractual cooperation with the client. These changes have no influence on the contractual services and the contractual relationship with TecBridge. Any special termination rights of the client in the event of such a price change remain unaffected.

5.3 Payment claims (“invoices”) from TecBridge are due immediately upon receipt of the invoice and must be settled within fourteen (14) days of the invoice date, unless TecBridge specifies a different payment period on the invoice or there is another agreement between the contracting parties.

5.4 TecBridge can issue and send invoices and payment reminders electronically.

5.5 If the Client is in arrears with advance payments, partial payments or interim payments and the Client does not make payment within a subsequent additional payment period of at least fourteen (14) days, with TecBridge advising that further work should be suspended for the time being, TecBridge shall have the right to refuse performance, without prejudice to any other claims.

5.6 TecBridge can adjust the prices to the development of the costs that are decisive for the respective price calculation. A price increase is considered and a price reduction must be made if, for example, the costs for the procurement of hardware and software as well as energy, the use of communication networks or wage costs increase or decrease, there are significant functional extensions or functional reductions of the services provided or other changes in the economic or legal framework (e.g. inflation) lead to a changed cost situation. Increases in one type of cost, e.g. wage costs, may only be used for a price increase to the extent that they are not offset by any falling costs in other areas, such as hardware and software costs. In the event of cost reductions, e.g. hardware costs, TecBridge must nevertheless reduce the prices if these cost reductions are not fully or partially offset by increases in other areas.

5.7 TecBridge will inform the Client of any changes to prices and costs in text form, stating the reasons set out in section 5.6, at least twelve (12) weeks before the changes come into effect.

6. Contract terms

6.1 The term of the individual service certificates (or as regulated in the offer) is based on the agreements contained therein. The client can terminate service certificates in compliance with the relevant regulations (if specified therein), for the first time at the end of the respective minimum contract term. If the termination is not made or is not made on time, the contractual relationship (the service certificate) is extended by the duration of the original (minimum) contract term.

6.2 For services that have been started as per the order but have not yet been completed at the time of termination, the client must pay a proportionate fee based on the degree of completion. In the event of termination of the contractual relationship initiated or requested by the client or even just an interruption of the contractual services, a fee is also due if TecBridge can prove that it has already incurred or caused specific expenses in anticipation of the performance of these services (e.g. resources allocated to the client which could no longer be used for other purposes as a result of the interruption/termination).

6.3 The right of the contracting parties to terminate contracts for good cause remains unaffected. Good cause exists in particular if

a) the Client is in arrears with payments due for more than 30 days after the second reminder or

b) the client becomes insolvent or other circumstances, when reasonably assessed from TecBridge's point of view, give rise to fears that the client will be unable to pay, insolvency proceedings have been applied for or rejected for lack of assets, or deletion or liquidation of the client has been applied for or entered in the commercial register;

c) one of the contracting parties seriously breaches elementary obligations of the contract even after a written warning.

6.4 All terminations must be in writing (text form is not sufficient).

7. Warranty rights

7.1 The limitation period for claims arising from material defects is 12 months. Claims for damages arising from material defects, with the exception of claims arising from intentional or grossly negligent conduct and claims arising from damage to life, body and health, also expire after 12 months. Claims arising from the Product Liability Act remain unaffected by this regulation.

7.2 Rights due to defects are excluded if these

a) result from changes being made to systems provided, operated or monitored by TecBridge without the required consent of TecBridge or the manufacturer, or

b) the measures provided or recommended for the care and maintenance of the contractual items (in particular, but not limited to, the import, installation, implementation of updates, patches, upgrades or security features) have not been implemented or

c) the systems or the IT infrastructure are used beyond the end-of-support period contrary to the previous information and recommendation.

7.3 The Client must report defects immediately.

8. Liability

8.1 The contracting parties are always and without limitation liable to each other for damage caused intentionally or through gross negligence, according to the Product Liability Act and due to an assumed guarantee, as well as in the event of injury to life, body or health. This liability remains unaffected by the following limitations of liability.

8.2 The liability of the contracting parties, their legal representatives and vicarious agents for minor negligence is excluded. This only does not apply if there is a culpable breach of elementary contractual obligations, i.e. those whose fulfilment enables the proper implementation of the contractual relationship in the first place or whose breach would jeopardise the achievement of the purpose of the contract. In these cases, however, the liability of the contracting parties is limited to the amount of damage that is typical and foreseeable for the contract - but to a maximum of €125,000.00.

8.3 In the event of slight negligence, the contracting parties' liability shall not exceed the amount specified in Section 8.2. This also applies to lost profits, lost savings or other consequential damages. The above limitations of liability also apply to the personal liability of the contracting parties' employees, representatives and bodies.

8.4 TecBridge’s liability in the event of data loss or data recovery is in any case limited to the amount of damage that would have occurred even if the client had backed up the data regularly and properly (making backup copies at least every half day).

9. Force Majeure

9.1 To the extent and as long as a case of force majeure exists, the contracting parties are temporarily released from their performance obligations.

9.2 Force majeure is an event that is external to the company, caused by elementary natural forces or other extraordinary environmental events or by the actions of third parties, which is unforeseeable based on human insight and experience, cannot be prevented or rendered harmless by economically reasonable means, even with the utmost care that can reasonably be expected given the circumstances, and cannot be accepted due to its frequency.

10th acceptance

10.1 To the extent that the services (as specified in the service certificates and offers) are work services, the Client will declare acceptance provided that TecBridge meets the acceptance criteria agreed between the parties.

10.2 Details of the acceptance, in particular acceptance dates, acceptance criteria and acceptance tests (including determination of error classes) will be defined in more detail by mutual agreement between the contracting parties in the respective service certificates and/or in the other annexes.

11. Rights of Use

11.1 Software that TecBridge procures from third parties in accordance with the contract or licenses on behalf of the client is subject exclusively to the terms of use and license conditions of the respective third party provider.

11.2 Upon full payment of the remuneration owed, the client receives a simple (non-exclusive), spatially and temporally unlimited right to use and process the work results developed by TecBridge for their own internal purposes. This also includes use by third parties for the client, for example other service providers of the client. Work results within the meaning of Section 11.1 include adaptations of software and documentation created by TecBridge.

12. Retention of title

12.1 TecBridge reserves ownership of sold hardware and software until receipt of the agreed remuneration.

12.2 Until the transfer of ownership, the customer is obliged to treat the contractual items properly and with care. The customer may not pledge the reserved goods or transfer them as security. In this case, however, the customer hereby assigns to TecBridge all claims from such a resale, regardless of whether this takes place before or after any processing of the goods delivered under retention of title, in the amount of the invoice value of the claim. TecBridge accepts this assignment. Irrespective of the authority to collect the claim itself, the customer remains authorized to collect the claim even after the assignment.

12.3 In this context, TecBridge undertakes not to collect the claim itself as long as and to the extent that the Client meets its payment obligations, no application for the opening of insolvency or similar proceedings has been filed against the assets and no cessation of payments has occurred.

13. Subcontractor

13.1 TecBridge has the right to use subcontractors to provide and carry out the contractual services. TecBridge will obtain prior consent for this. However, the client will not refuse consent to the use of subcontractors without good cause.

13.2 TecBridge’s obligation to carefully select subcontractors and to bind them in accordance with these Terms and Conditions remains unaffected.

14. Change procedure (change request procedure)

14.1 If the client wishes to make a change to a contractual service or to make significant deviations and adjustments to it (“change request”), he must inform TecBridge. TecBridge will examine this change request and inform the client of the result, together with any resulting costs and delays to the project schedule.

14.2 If there are several pending change requests, the contracting parties will, if necessary, agree on their prioritization in good time in order to avoid bottlenecks. The contracting parties must always take the technical, organizational and personnel interests of the other party into account.

14.3 The contracting parties will immediately agree on the content of a proposal for the implementation of the change request and will attach the result of a successful vote to the text of the agreement to which the change refers as a supplementary agreement.

14.4 If no agreement is reached or the amendment procedure ends for any other reason, the original scope of services shall remain in place.

15. Post-contractual support services

15.1 The contracting parties will regulate the details of any support services following a terminated contractual relationship in a termination agreement (“exit agreement”). Negotiations on the exit agreement must begin as soon as possible before the regular end of the contract or a service certificate or, in the case of termination, immediately after the termination notice has been given.

15.2 Apart from that, in the event of termination of the contract, TecBridge will provide reasonable support in transferring the services to the client or to a third party designated by the client. The contracting parties understand reasonable support to mean full cooperation and responsiveness with regard to all requests for data, information and documentation relating to the services. Any additional transfer services (training; knowledge and know-how transfer) must be paid for by the client. TecBridge must prepare a prior offer for this.

16. Secrecy and Confidentiality

16.1 The contracting parties undertake to treat all confidential information concerning the other party which becomes known to them in the course of the business or contractual relationship as strictly confidential and to process it only to the extent necessary for the subject matter of the contract.

16.2 Any confidentiality agreements concluded between the contracting parties shall apply in addition and shall remain an integral part of the contractual relationship.

17. Data protection and data security

17.1 The contracting parties undertake, within their area of responsibility, to take and maintain the necessary technical and organizational measures to protect personal data and also to comply with the relevant statutory data protection provisions, in particular those of the EU General Data Protection Regulation.

18. Abwerbeverbot

18.1 The contracting parties mutually undertake not to poach employees of the other party, directly or indirectly, during the term of the contract. Poaching is understood to mean influencing an employee bound by an employment contract with the aim of persuading him or her to change jobs.

19. Final provisions



19.1 In the event of any contradictions between the information in the offer/service certificate and these General Terms and Conditions, or in the event of any deviating written agreements, these provisions shall prevail over these General Terms and Conditions. In all other respects, the provisions shall apply in addition.

19.2 TecBridge is entitled to change or add to these Terms and Conditions with a reasonable period of notice. The changes will take effect in accordance with the notice if the client does not notify its rejection of the changes in writing two (2) weeks before the time at which the changes are to come into effect. If the client rejects the changes within the time limit, TecBridge is entitled to terminate the contract at the time at which the amended Terms and Conditions are to come into effect.

19.3 Any subsidiary agreements, changes and additions to these terms and conditions must be in writing to be effective. The text form requirement can only be revoked by an agreement in writing.

20. Applicable law and place of jurisdiction

20.1 These terms and conditions and the contractual relationship are subject to the law of the Federal Republic of Germany. The UN Convention on Contracts for the International Sale of Goods (CISG) is excluded.

20.2 If the client is a merchant within the meaning of the German Commercial Code, a legal entity 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 is the registered office of TecBridge. However, in all cases TecBridge is also entitled to bring an action at the client's registered office. Priority statutory provisions, in particular those relating to exclusive jurisdiction, remain unaffected.