General consulting conditions

§ 1 General

1. These General Terms and Conditions of Consultancy (GTC) apply exclusively to all offersmade by bytec Legal Manufacturer GmbH, Eschweiler, (hereinafter also referredto as "bytec LM"); bytec LM does not recognize any terms andconditions of the client (hereinafter referred to as "customer") thatconflict with or deviate from our GTC, unless bytec LM has expressly agreed totheir validity in text form (§ 126 b BGB). These GTC shall also apply if bytecLM performs the service to the customer without reservation in the knowledgethat the customer's terms and conditions conflict with or deviate from theseGTC. If the contracting parties have already concluded a valid frameworkagreement as part of their business relationship, the following order ofprecedence applies: 1. the individual agreement supplemented by 2. theframework agreement of this 3. agreement supplemented by the GTC, insofar asthere is no provision with the same content in the framework agreement or theindividual agreement.
2. Offers from bytec LM are always subject to change. By accepting an offer, the customer agreesto the validity of the following terms and conditions.
3. The order confirmation specifies the delivery item and the conditions and is binding ifit is issued on bytec LM forms. It is effective without a handwritten signatureif a corresponding note is made on the order form. The delivery item isspecified in the order confirmation or the contract. A quantity and deadlineobligation for deliveries does not arise. The customer bears responsibility for the project andoverall result.
4. These termsand conditions only apply to entrepreneurs who are acting in the exercise oftheir commercial or independent professional activity when concluding the legaltransaction and to legal entities under public law and special funds underpublic law.
5. bytec LM is free to continue existing orders and accept new orders from third parties, even if they are competitors of the customer.
6. bytec LM is entitled to use employees, expert thirdparties and data processing companies to execute the contract. The subject of the order is never tasks whose execution is reserved by lawfor certain professionals such as lawyers, auditors and tax consultants. Shouldtheir work be required for the execution of the order, the customer willcommission them directly at their own expense after consultation with bytec LMand release them from their duty of confidentiality towards bytec LM.
7. bytec LM acts as an independent service provider inrelation to the client. Service contract law also applies exclusively if theservices contain elements of other types of contract. Individual agreements,individual orders and these General Terms and Conditions of Consultancy (GTC) takeprecedence over the dispositive provisions of the German Civil Code (BGB). Itis clarified that success is not owed when taking on consulting and supportservices. In particular, bytecLM does not guarantee successful certification.

§ 2 Subject of the contract/scope of services

1. The respective scope of the services, in particular the exact specification by means of a description of the activity to be carried out according to type and scope as well as the desired results (project definition, service description, prices and conditions) shall be specified separately in the offer/order or in the order letter or in the annex to the order (collectively "the contract" or "the project order").
2. Services are provided on call and in coordination with the customer. Close coordination with the customer's specialist department is necessary throughout the entire project phase. If project requirements change during the course of the project, resulting in new or additional expenses, these can be estimated separately and implemented as part of a corresponding follow-up order.
3. Further work packages can be coordinated and defined with bytec LM as part of the quota of offers
4. Unless otherwise agreed, bytec LM may use qualified subcontractors to execute the order.
5. Performance information is not a guarantee of the quality of the documentation, unless it is expressly described as such.
6. The places of work are the customer's business premises and the business premises of bytec LM. bytec LM's regulation on the free choice of workplace (home office regulation) applies. bytec LM is free in its time management and primarily provides its services in its own company area. If the presence of bytec LM employees is required in the customer's business area, no one must be informed in the event of the absence of a bytec LM employee, unless previously agreed appointments are affected. bytec LM and its employees determine the organization of their work, the scope and content of the work themselves and are free from instructions from the customer. However, this does not affect the customer's right to set deadlines with regard to the achievement of individual project goals.
7. Within the scope of the project orders, bytec LM will report to the customer, without being asked, on the detailed activities and results achieved in each case and, on request, provide insight into the work results available at any time, as well as providing project-related information regarding all other desired plans. bytec LM will present the respective project status and discuss the further procedure with the customer in work meetings and, if necessary, interim presentations.

§ 3 Duty to cooperate

1. In the spirit of trusting cooperation, the customer will provide all data required for the performance of bytec LM for confidential treatment. The customer assumes full liability for the accuracy of the documents to be delivered/provided by him, such as drawings, gauges, samples or the like. Verbal information about dimensions, tolerances or the like requires written confirmation.
2. In particular, the customer undertakes
   1. to provide requested documents in full and as early as possible;
   2. to take on tasks assigned to him in accordance with the project plan and by arrangement;
   3. to examine the work results of bytec LM immediately and to immediately assert any errors;
   4. to inform bytec LM of circumstances giving rise to a delay if a deadline cannot be met;
   5. to appoint a project manager with decision-making authority and, if applicable, other contacts and to inform them of changes in this person;
   6. to respond to emails from bytec LM within a reasonable period of time, usually no more than two working days.

§ 4 Prices — terms of payment

1. Unless otherwise stated in the order confirmation, our prices apply as shown in the respective offer for which an order confirmation is issued. Bytec LM may adjust the remuneration for services if the cost factors (costs for one hour of work in the manufacturing sector and in the entire service sector in Germany (labor cost index from the Federal Static Office) Annual average 2018=100 based on the period from the 2nd year after the start of the contract increase by more than 5%.
2. Unless otherwise expressly stated in the order confirmation, any additional costs, such as: material, laboratory, approval and transport costs, which should or must be commissioned by bytec LM, will be calculated according to actual expenses incurred. Additional material costs are charged at a surcharge of 20% (incoming goods and quality checks, etc.) to purchasing costs and third-party services (laboratories, registration offices, etc.) with a surcharge of 10% (processing costs) to the purchasing costs.
3. Travel expenses and expenses that bytec LM has to pay to its employees employed on the basis of the contract in accordance with bytec LM's respective travel expense regulations will be passed on to the customer. There are no additional travel costs for assignments by bytec LM employees at the Eschweiler site. For assignments outside the Eschweiler location, there are additional travel costs and expenses. Unless otherwise agreed in the project order or an existing framework agreement, additional costs are calculated as follows:
   1. Travel time 50% of the daily rate per rata temporis
   2. Car costs of €0.50 per kilometer driven
   3. Flight costs (economy class) and train tickets (1st class) according to receipt
   4. Accommodation costs are charged at cost, but up to a maximum of 150, - €/night. If, in individual cases, it is not possible to book hotels at the maximum cost price due to exceptional circumstances at the client's location (e.g. trade fair times, etc.), bytec LM will coordinate the payment of the higher accommodation costs with the customer before booking. bytec LM is also happy to take into account the customer's special hotel conditions when booking.
4. For services on weekends and public holidays, bytec LM charges a supplement of 100% on the daily rates. Service hours are between 8:00 a.m. and 8:00 p.m. Should additional services be provided, these will be charged with a night supplement of 150% of the daily rate. The services are provided only with prior consultation and approval by the customer.
5. The services provided are invoiced monthly, unless otherwise agreed. Prices are in euros. Other currencies must be agreed in writing in the contract.
6. The applicable statutory value added tax is not included in our prices; it is shown separately on the invoice at the statutory rate on the date of invoicing. In addition, all prices are exclusive of applicable duties, other taxes or duties as well as transport and insurance costs.
7. The deduction of cash discounts requires a special written agreement.
8. Unless otherwise stated in the order confirmation, the invoice is due for payment immediately from the date of the invoice. The legal rules regarding the consequences of late payment apply.
9. The customer is only entitled to offsetting rights if his counterclaims are legally established, undisputed or recognized by us. He is also entitled to exercise a right of retention insofar as his counterclaim is based on the same contractual relationship.
10. In the event that it is unable to provide the agreed services due to a breach by the customer of the obligations to cooperate or is unable to provide them at the planned time, bytec LM may charge a cancellation fee of up to 75% of the agreed remuneration. Saved expenses must be included.

§ 5 Provision of services

1. The deadlines specified by us are not fixed deadlines unless this has been expressly agreed in writing. Unless otherwise stated in the order confirmation, deadlines refer to the handover of the consulting results. Compliance with the deadlines also presupposes the timely and proper fulfillment of the customer's obligations and the fulfillment of the regulatory requirements of third parties involved.
2. If we are required to make advance payments under a contract and it becomes apparent after conclusion of the contract that our claim is jeopardized by the customer's lack of performance, e.g. due to an unfavorable financial or financial situation of the customer or due to the customer's default with other claims arising from the business relationship, we are entitled to withhold our performance. This right to refuse to pay does not apply if the consideration is effected or security is provided for it. We are entitled to set a reasonable period of time within which the customer, step by step, must, in return for the service, or provide security. After this period has expired without success, we are entitled to withdraw from the contract.
3. Events of force majeure entitle us to postpone delivery for the duration of the hindrance and a reasonable start-up time, or to withdraw from the contract in whole or in part because of the part that has not yet been fulfilled. Force majeure is equal to strikes, lockouts or unforeseeable, unavoidable circumstances, e.g. operational disruptions, which make timely delivery impossible for us despite reasonable efforts; we must provide proof of this. We will immediately notify the customer if a case of force majeure, as set out above, occurs.

§ 6 Granting of rights in service contracts

1. Insofar as pre-existing services (back-ground IP) are used by us in the provision of services and/or are inseparably merged with newly created industrial property rights (fore-ground IP) and/or are required to exploit the results, the customer receives a non-exclusive, free, worldwide, time-unlimited and sub-licensable right to use this background IP for the project result. This applies in particular to the components of the bytec LM Library and the quality management documentation, insofar as parts of them are used for the project.
2. Insofar as we create new ground IP when carrying out the project work, the customer is entitled to this and is transferred to the customer in full for the use of the project results, with the exception of know-how and copyright services. Insofar as know-how is affected, we grant the customer a non-exclusive right to use the result. The customer receives no ownership or exploitation rights to the provided and non-personalized content, in particular templates, templates, etc.
3. In the event that Fore-ground IP consists of copyrighted works, we transfer to the customer the non-exclusive, temporally and spatially unlimited, transferable and sub-licensable right of use for the area of use of the project result. This right of use includes in particular the reproduction, distribution, marketing, sub-licensing in all known types of use, including the right to edit and develop these copyrighted works contained in the Fore-Ground IP and their use of the resulting results to the extent specified above.
4. If inventions are made during the execution of a service contract, we will immediately inform the customer in writing. In this case, we will claim the inventions against the inventors without limitation and then transfer the rights to the inventions to the customer in an unlimited manner and against reimbursement of the inventor's fees to be paid by us in individual cases, up to a maximum of EUR 2,500.00.
5. The customer is responsible for patent searches and the review of the FTO (freedom to operate). Any costs are not covered by the price for the contractual services. Where necessary, we will support the granting and maintenance of these intellectual property rights through any declarations requested by the customer to an appropriate extent and in return for appropriate compensation from the customer.

§ 7 Chance request

1. The customer has the right to demand changes to services within the framework of a contractin accordance with the following provisions. This applies in particular in thecase of changes deemed necessary by the customer to the existing specificationsor requirements specification or the quality management manual or comparableworking principles on the basis of which the consultation is carried out. Thesechanges by the customer shall be documented in writing or in electronic formand shall replace the relevant passages of the specifications or requirementsspecification or other documentation.
2. If possible, the customer will specify his request for change in such a way that all affected service components are named. After receipt of a request for change, bytec LM will immediately, at the latest within 10 working days, provide a qualified opinion on the change request and, as far as possible, prepare an offer for necessary extensions of the consulting services. An estimate of costs for implementing the change or addition request is not binding at this point in time, unless bytec LM makes a binding offer to the customer.
3. bytec LM is not obliged to make changes to services requested by the customer without an appropriate additional remuneration, if and insofar as bytec LM incur additional costs as a result. The basis for the additional remuneration is the additional time required to review the change request and implement it. The amount of the additional fee is based on the price agreement of the contract and must be explained in a comprehensible manner. Insofar as no additional costs (including subcontractors) arise as a result of the review of the cost calculation and feasibility, bytec LM will carry out the change at no additional cost.
4. The customer will check bytec LM's offer immediately. If the customer accepts theoffer, the contract is deemed to have been amended. If there is no acceptancewithin 10 days of receipt of the offer, the offer is deemed to have beenrejected and the contract must then be continued in accordance with theoriginal service agreement.
5. Until the time at which the contractual partners have agreed to carry out the service change, bytec LM will provide its services as if the request for change had not been made, unless the customer expressly wishes bytec LM to suspend the provision of services. If no agreement is reached on the change in services, this shall apply accordingly. In the event of a suspension of more than 60 days, bytec LM is entitled to set the customer a reasonable period within which the customer will inform bytec LM whether, after expiry of the period, the provision of services will continue unchanged or the contract will be terminated in due time.
6. In the event that there is a mandatory change in performance due to regulatory and normative guidelines during the contract period, this will be notified by bytec LM. In this case, bytec LM will inform the customer whether cost reductions or cost increases can be predicted as a result of the regulatory changes. If the customer wishes to stick to the project despite the regulatory changes, bytec LM will prepare an offer including a cost calculation and feasibility (including subcontractors). The customer then decides whether he will continue the project and place the order or whether he will duly terminate the contract.

§ 8 Confidentiality/Data Protection

1. For the duration of the respective project and for a period of five years after itscompletion, bytec LM and the customer are obliged to maintain confidentialityabout all information, business ‑and trade secrets designated as confidential, ‑whichbecome known to the respective party or its vicarious agents in connection withthe execution of the order. If bytec LM and the customer have already concludeda non-disclosure agreement before the order is placed, this also appliesbetween the contracting parties for the order itself and replaces § 8 clause 1.
2. The obligation of confidentiality does not apply to ideas, concepts, know-how and techniques relating to software development, as well as to data that is already known to both parties to the contract or was known outside of this contract.
3. bytec LM is authorized to process the personal data entrusted to it in compliance with the GDPR or to have it processed by third parties.
4. If necessary, an order processing contract may be concluded in accordance with Art. 28 GDPR. Bytec LM will provide relevant contract documents upon request.
5. If the exchange of information or data is to be carried out by e-mail, bytec LM recommends encryption to be agreed with the customer. bytec LM is not liable for damage resulting from incorrect encryption or improper use of encryption by the customer or without encryption.

§ 9 Liability

1. In all cases in which we are obliged to pay damages or expenses on the basis of contractual or legal claims, we are only liable to the extent that intent, gross negligence or injury to life, body or health is responsible for intent, gross negligence or injury to life, body or health. Fault independent liability, such as under the Product Liability Act or for a warranty provided, remains unaffected. Liability for the culpable breach of essential contractual obligations also remains unaffected; however, liability is limited to foreseeable damage typical of the contract, except in the cases of sentences 1 and 2. The above regulations do not entail a change in the burden of proof to the detriment of the customer.
2. The foreseeable damage typical of the contract is limited to a maximum of two times the remuneration of the contract. Indirect damage is excluded as part of liability in accordance with paragraph 1 sentence 3 above
3. Insofar as our liability is excluded in accordance with paragraph 1 and paragraph 2, this also applies in favour of our employees when directly claimed by the customer.
4. In the event that we are obliged by individual agreement to provide the service in the area of the European Union free of industrial property rights and copyrights of third parties (hereinafter “property rights”), the following paragraphs 5 to 7 apply.
5. If the use of the service item results in an infringement of property rights in the country of the place of delivery, we will, at our expense, generally provide the customer with the right to continue using it or modify the service item for the customer in such a way that the infringement of property rights no longer exists. If this is not possible under economically reasonable conditions or within a reasonable period of time, the customer is entitled to the legal rights.
6. In addition, we will indemnify the customer from undisputed or legally established claims by the relevant property right holders.
7. Subject to Section 9 (1), our above obligations are final in the event of an infringement of intellectual property rights and shall also apply mutatis mutandis to other legal deficiencies. However, they only exist if
   • the customer immediately notifies us of claimed breaches of protection or rights.
   • the customer supports us to an appropriate extent in defending the asserted claims or enables us to carry out the modification measures in accordance with Section 9 (4),
   • We reserve the right to take all defensive measures, including extrajudicial arrangements,
   • The legal defect is not based on instructions from the customer
   • and the infringement of property rights was not caused by the customer altering the service item on his own authority or using it in a manner not in accordance with the contract.
8. Liability claims expire 2 years from the date of full provision of services (date of invoicing) by bytec LM. This does not apply to liability claims arising from intent or gross negligence.‍

§ 10 Termination

1. The contract begins with the order confirmation by bytec LM. The contractual relationship can beterminated in writing by either contracting party with one month's notice tothe end of the month. The right to extraordinary termination remains unaffectedby this. Until termination, the contractual relationship will be processed inaccordance with the terms of the contract.
2. Insofar as the subject matter of the contract by bytec LM is the assumption of legal manufacturer obligations and/or the position of a European representative, termination would necessarily result in the discontinuation of distribution of the product as a result of termination. In these cases, effective termination is subject to the suspensive condition that, when the termination takes effect, it is proven that a third party has assumed the legal manufacturer obligations and/or the position of a European representative or that the customer expressly declares in writing to bytec LM that he is not selling the product.
3. Work and business documents and other work equipment provided by the customer must be returned without request upon termination of the contractual relationship. The contracting parties are aware that confidential information (e.g. e-mail) embodied in electronic format may be copied by the received contractual partner as part of its standard backup procedures. In the event that it is not possible to surrender or immediately destroy the copies made in this way, the respective receiving contractual partner undertakes to stop using such copies and to keep their content confidential for an unlimited period of time until these copies are destroyed as standard. The respective receiving contract partner undertakes to carry out this standard destruction immediately and as quickly as possible. Irrespective of this, bytec LM is required by regulation to archive product-related documents for 10 years after they were last placed on the market and the quality management documentation for 10 years after their loss of validity.
4. At the end of the contract, bytec LM will hand over all results, unless they have already been done, on condition that all invoices for the provision of services have been paid, otherwise bytec LM has a right of withholding. The transfer can also be carried out electronically by handing over to the shared SharePoint.

§ 11 Retention of documents

The contract begins withthe order confirmation by bytec LM. The contractual relationship can beterminated in writing by either contracting party with one month's notice tothe end of the month. The right to extraordinary termination remains unaffectedby this. Until termination, the contractual relationship will be processed inaccordance with the terms of the contract.

§ 12 Jurisdiction — Place of Fulfilment

1. If the customer is a merchant, a legal entity under public law or a special fund under public law, our place of business shall be the place of jurisdiction; however, we shall also be entitled to sue the customer at the court of his place of residence.
2. The law of the Federal Republic of Germany shall apply exclusively, to the exclusion of the UN Convention on Contracts for the International Sale of Goods.
3. Unless otherwise stated in the order confirmation, our registered office is the place of performance.

§ 13 Final Provisions

1. Additional agreements, assurances, changes or additions to these terms and conditions or the contract must be in writing (§ 126 b BGB) and must be expressly marked as such.
2. Rights arising from the contractual relationship may only be assigned with our prior written consent.
3. Should any of these terms and conditions be void or ineffective or not implemented by mutual agreement between us and the customer, the validity of the remaining provisions will not be affected. The same applies in the event of a regulatory gap. Instead of the invalid or unenforceable provision or to fill the regulatory gap, the contractual partners will find a provision that best meets the economic purpose of the provision to be replaced in a legally permissible manner.
4. The customer's data necessary for transaction transactions is stored and kept confidential in compliance with the Federal Data Protection Act (BDSG) and the General Data Protection Regulation (DGSVO). The customer is informed that we collect, store, process and use the data received in connection with the contractual relationship, insofar as this is necessary for proper order processing and information.