General Terms and Conditions

Section 1 Scope of application

(1) For the business relationship between us (PX Consulting GmbH – hereinafter: PX) and you (customer), the following General Terms and Conditions shall apply
exclusively in the version valid at the time of contract conclusion. PX and the
customer are hereinafter also referred to collectively as “the parties”.

(2) Deviating general terms and conditions of the customer shall not be recognised
by us, unless we expressly agree to their validity.

(3) The priority of any individual agreement remains unaffected.

(4) We conclude contracts exclusively with entrepreneurs within the meaning of
Section 14 German Civil Code (BGB). An entrepreneur is any natural or legal
entity or partnership with the requisite legal capacity that, when concluding
the contract, is exercising his commercial or independent professional
activity.

Section 2 Services of PX

(1) The services owed by PX result from the offer, which constitutes the
performance specification, and are rendered in accordance with the generally
recognised rules of technology provided.

(2) PX grants the customer a right to the work results subject to the full payment
of the agreed remuneration, without limitation in terms of space, time and
content, and transferable for all types of use. 

(3) PX is entitled to use third-party and open source software components in the
provision of services. Insofar as such components are used, the relevant open
source licence conditions or the licence conditions of the third-party supplier
shall apply exclusively. Insofar as PX becomes a contractual partner of a
third-party provider within the scope of the provision of services, PX will
transfer the rights and obligations arising from the contractual relationship
with the third-party provider to the customer upon termination of the business
relationship between PX and the customer – insofar as this is possible and
necessary – with the latter’s consent. 

Section 3 Cooperation obligations of the customer

(1) Insofar as PX is commissioned with the adaptation of third-party software, the
customer shall ensure that PX is given access to the relevant interfaces and
parts of the programme – including the source code where necessary – and that
corresponding rights of use are available. If a claim is asserted against PX by
a rights holder in this context, the customer shall indemnify PX in full upon
first request.

(2) The customer shall regularly (at least once a year) conduct audits and pentests
with regard to the IT security of its systems, including the work results of PX.

(3) PX has the right to name the customer as a reference. 

Section 4 Liability

(1) Claims of the customer for damages are hereby excluded. Excluded therefrom are
claims for damages by the customer arising from injury to life, limb or health
or from a breach of essential contractual obligations (so-called “cardinal
obligations”), as well as liability for other instances of damage based on an
intentional or grossly negligent breach of duty by PX, its legal
representatives or vicarious agents. Essential contractual obligations are
those whose fulfilment is necessary to achieve the objective of the contract.

(2) In the event of a breach of essential contractual obligations, PX shall only be
liable for the foreseeable damage typical for the contract if such damage was
caused by simple negligence, unless the customer’s claims for damages arise
from injury to life, limb or health.

(3) The restrictions of Sub-Sections 1 and 2 shall also apply in favour of PX’s
legal representatives and vicarious agents if claims are asserted directly
against them.

(4) The limitations of liability resulting from Sub-Sections 1 and 2 do not apply
insofar as PX has fraudulently concealed a defect, or has assumed a guarantee
for the quality of a work product. The same applies insofar as PX and the
customer have reached an agreement on the quality of the work results. The
provisions of the German Product Liability Act shall remain unaffected.

Section 5 Confidentiality

(1) “Confidential information” denotes all information and documents of the
respective other party which are marked as confidential, or are to be regarded
as confidential from the respective circumstances, in particular, information
on operational processes, business relations and know-how.

(2) The parties shall maintain confidentiality regarding such confidential
information. This obligation shall continue for a period of two years after
termination of the contract.

(3) Such confidential information shall be exempt from this obligation in those
circumstances where

a) it was demonstrably already known to the recipient at the time of the
conclusion of the contract or subsequently became known from a third party,
without thereby violating a confidentiality agreement, statutory regulations or
official orders;

b) it was public knowledge at the time of the conclusion of the contract or was
made public thereafter, insofar as this is not based on a breach of this
contract;

(c) it was required to be disclosed by law or by order of a court or public
authority. To the extent permissible (and possible), the recipient obliged to
disclose said information shall inform the other party in advance, and provide
it with 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 contract.
Furthermore, the parties will only disclose the confidential information to
those employees who need to know it for the performance of this contract, and
will also obligate these employees to maintain confidentiality to the extent
permitted by labour law for the time after their departure.

(5) PX and the customer shall pay to each other for each culpable breach of these
provisions an appropriate contractual penalty to be determined by the entitled
party and to be reviewed by the competent court in the event of a dispute.
Further claims remain unaffected by this.

Section 6 Final provisions

(1) Contracts between PX and the customer shall be governed by the law of the
Federal Republic of Germany to the exclusion of the UN Convention on Contracts
for the International Sale of Goods. 

(2) If the customer is a merchant, a legal entity under public law or a special
fund under public law, the place of jurisdiction for all disputes arising from
contractual relationships between the customer and PX shall be PX’s place of
business.

(3) The contract shall remain binding in its remaining parts, even if individual
provisions are legally invalid. The invalid provisions shall be replaced by the
requisite statutory provisions, if any. In all other respects, the contractual
partners shall endeavour to find a provision in place of the invalid provision
which best meets the objective of the contract in both legal and economic
terms.