1.1. Subject matter of the agreement. The following terms and conditions (hereinafter GT&C) govern the evaluation of an implementation of a software developed by Quanos Service Solutions GmbH (hereinafter Quanos) for managing and distributing technical information as well as information on replacement parts and services (Proof of Concept).
1.2. Customer's terms and conditions. Conflicting or additional contractual terms and conditions of the customer are only valid if Quanos expressly confirms the application of such terms and conditions in writing.
1.3. B2B. Quanos offers services exclusively to entrepreneurs within the meaning of section 14 German Civil Code (BGB).
2.1. Conclusion of the agreement. An agreement is concluded upon written acceptance of the offer made by Quanos to the customer, at the latest, however, upon acceptance of the delivery (Separate Agreement).
2.2. Order of precedence. If these GT&C and a Separate Agreement contain different provisions on the same subject, the provision of the Separate Agreement takes precedence.
2.3. Subcontractors. Quanos may provide the contractually owed services through qualified subcontractors.
Quanos provides the specified services under Separate Agreements. Quanos does not owe any additional services. Quanos shall provide the stipulated services based on the established state of the art and in accordance with the specification of services using professional expertise. Quanos may replace employees or contractors with other qualified employees or contractors at any time. Unless expressly stated otherwise in a Separate Agreement, Quanos is not obligated to achieve specific results.
The customer will provide the co-operative performance stipulated in the Separate Agreement (e.g., provision of infrastructure, staff, hardware, documents, organizational support). Unless stipulated otherwise in a Separate Agreement, the customer's personnel will be available to answer Quanos' inquiries within one business day. Quanos may demand the replacement of the customer's participating employees or contractors if the employee or contractor, as applicable, to be replaced is not qualified or ready to cooperate. The customer is responsible for the practical implementation of the services owed, even if the customer and Quanos jointly develop a plan for the practical implementation of the services owed.
If a Separate Agreement provides for specific deadlines for the provision of contractually owed services or part thereof (milestones), these deadlines are only estimated dates and are not binding, unless they are expressly designated as binding.
6.1. Compensation provision in the Separate Agreement. The compensation is time-based. Units of service and the amount of the fees are stipulated in the Separate Agreement. In addition, the following provisions apply.
6.2. Invoicing. Quanos will charge the customer at the end of the month the compensation for the work provided during the month at the stipulated hourly or daily rates.
6.3. Costs. Unless stipulated otherwise, the customer will bear the costs of materials, travel and expenses incurred by Quanos in the course of providing the services. Travel costs and expenses will be charged based on the actual expense and at flat-rate expense rates in accordance with statutory provisions applicable in each case. Travel time will be charged at the same hourly rate as working time. If hourly rates are not charged in individual instances, an appropriate hourly rate will apply to the charging of travel time taking the respective personnel’s qualification into account.
6.4. Net prices. All prices are understood to be net prices plus statutory value added tax applicable at the time.
6.5. Offsetting; retention. An offsetting or retention is permissible only in the case of undisputed or finally adjudicated counterclaims of the customer.
Quanos and its licensors own all copyrights and industrial property rights to the work results arising in connection with the provision of services. Unless expressly stipulated otherwise in a Separate Agreement, the customer will not be granted any rights to the work results.
8.1. Intent and gross negligence. Quanos has unlimited liability for intentional damage or damage caused by gross negligence (grobe Fahrlässigkeit).
8.2. Ordinary negligence. Quanos' liability for ordinary negligence (einfache Fahrlässigkeit) is limited to damages foreseeable at the conclusion of the agreement and that are typical for the agreement, which are caused by the breach of a primary performance obligation or of an accessory obligation, the breach of which endangers the achievement of the purpose of the contract, or the satisfaction of which makes the proper execution of the agreement possible in the first place and on whose compliance the customer may rely (hereinafter Material Accessory Obligation). Quanos is not liable for ordinary negligent breach of accessory obligations that are not Material Accessory Obligations. However, the limitations and exclusions of liability stipulated above do not affect Quanos' liability for an assumed guarantee of quality, malice, damages from the injury to life, limb or health, or for product defects in accordance with of the German Product Liability Act. This provision does not entail a change in the burden of proof to the detriment of the customer.
8.3. Beneficiaries. To the extent liability is excluded or limited pursuant to this section 8, this also applies to the personal liability of Quanos' employees, staff, representatives and vicarious agents.
9.1. Confidentiality. The Parties undertake to maintain strictest confidentiality about all confidential information, including know-how, and business and trade secrets of the other party, to which they became cognizant during the course of execution of the agreement, and not to pass them on or use them in any other way. This applies to any unauthorized third parties unless the disclosure of information is necessary for the proper execution of the agreement.
9.2. Data protection. If the customer commissions Quanos with the collection, processing and use of personal data or Quanos gains access to personal data used by the customer when executing the agreement, Quanos will process and use these data only in compliance with data protection provisions, in particular those of the German Data Protection Act as well as of the General Data Protection Regulation.
9.3. Cooperation. The customer will inform Quanos of all relevant facts the cognizance of which is necessary for Quanos for reasons of data protection or confidentiality.
The Parties are independent of each other. There exists no company, joint venture, or comparable legal relationship between the parties. Neither party is authorized to represent the other party in legal transactions. Each party is authorized to instruct, supervise and issue instructions exclusively to its own personnel. The employees of one party are at no time integrated into the operational or work organization of the other party.
11.1. Severability clause. Should individual provisions of the agreement be or become invalid in whole or in part, the effectiveness of the remaining provisions will not be affected thereby. In such an event, the parties undertake to replace the invalid provision with a valid provision that comes as close as possible to fulfilling the economic intent and purpose of the invalid provision. The same applies to any loopholes in the agreement.
11.2. Place of jurisdiction. Starnberg, Germany, is the exclusive place of jurisdiction for all disputes from or in connection with the agreement. Quanos may also bring legal action at the customer's domicile or any other competent court.
11.3. Applicable law. This agreement is construed in accordance with and governed by the laws of the Federal Republic of Germany, with the exception of those regulations regarding the choice of applicable law, which would lead to the application of another legal system. The applicability of the CISG (UN Convention on Contracts for the International Sale of Goods) is excluded.
Version as of November 2020