General terms and conditions
for the provision of services
Status: November 01, 2019supervision and instruction by the customer and do not enter into aworking relationship with the customer. If (e.g. in an individual
contract) employees are named, this is done according to therespective level of knowledge and planning at the time the contract
is agreed. If it should become necessary for employees to be replaced,
the Contractor shall ensure employees with comparable qualifications
are engaged. The customer can demand that employees are replaced
if there is good cause. In this case, the costs of training a new
employee shall be borne by the customer.

Part A. General conditions for all services
Section 1 Scope of validity of the general terms and conditions
1.

These general terms and conditions for the provision of services(hereinafter "T&C for services") apply for the provision of services andwork services (hereinafter uniformly "services") by SCHULER
Consulting GmbH (hereinafter "Contractor") to customers, including
in particular national and international companies from thewoodworking and wood-processing industry. With regard to theprovision of work services, the special regulations in Part B. of these
T&C for services (Section 13 ff.) apply in addition and with priority.

2.

The Contractor shall provide customers with general advisory andconsulting services, such as strategic, organizational, administrative
and technical corporate consulting and the creation of requirements
analyses, concepts and performance specifications. It shall also
provide customers with software-related services, such as
development, adaptation and integration services, and training for its
software products. If the delivery and licensing of standard software
is agreed in addition to this, then the general terms and conditions of
the Contractor for the assignment and licensing of software apply in
addition to these T&C for services.

3.

These T&C in their respective current version also apply for all futurecontracts regarding the provision of services between the Contractor
and the customer, even if there is no further explicit reference thereto.

4.

The type and scope of the services, schedules and amount of
remuneration will be specified in more detail in individual contracts
with reference to these T&C for services. In the event of any
contradictions, the individual contract as well as regulations in othercustomer-specific contractual documents (e.g. in the offer from theContractor) take priority over the T&C. General terms and conditionsof the customer do not apply even if the Contractor provides services
without contradicting these general terms and conditions.

5.

In agreement with the customer, the Contractor shall draw up a timeschedule and work plan and update this when necessary. The
Contractor shall report on the status of work to the customer whenrequested to do so by the customer. The Contractor can maintain logs
of discussions regarding adding details to or changing contractual
conditions, in particular in relation to the scope of performance, thetime schedule and the remuneration. These logs are binding for bothparties if the Contractor provides them to the customer and thecustomer does not object to them in writing, giving reasons, within
one week of receipt of such logs. Technical requirements from thecustomer always require written confirmation by the Contractor
before they can become binding.

6.

The contracting parties shall name a contact person responsible in theindividual contract. This person is authorized to give and receive thedeclarations required for performance of the contract and to makethe decisions required. The contracting parties shall replace thecontact persons only if there is good cause and shall inform eachother of any replacement without delay.
Section 3 Documented results of consulting

1.

If the contracting parties have agreed that the Contractor shalldocument the results of their consulting in written or electronic form
(e.g. in the form of a concept, report or presentation), only the content
of the final version of the document is definitive. Draft versions arealways non-binding and are used solely for internal purposes or for
consultation with the customer. Unless the contracting parties
expressly agree otherwise, the Contractor is not obliged to update thefinal version of a document in respect of circumstances that haveoccurred or become known since the time the activity was agreed or
the document was handed over to the customer.

2.

As part of the provision of their services, the Contractor is authorized
to use software, data, samples, aids, tools, methods, models or otherspecialist knowledge (know-how) for which they have the required
rights. The rights to this know-how, including further developments
and improvements that arise as part of the provision of the services
and additional knowledge acquired by employees during provision of
the services, remain with the Contractor.

3.

Unless otherwise agreed, all documented results of consulting that
the Contractor makes available to the customer in fulfillment of theorder are to be used exclusively for internal purposes by the customer
and must not be disclosed to third parties. The customer is authorized
to include in their own documents summaries, calculations, tables orother content components contained within a final version of adocument; however, this does not apply to recommendations given
by and conclusions drawn by the Contractor. The customer retains
sole responsibility for the content of their own documents.

4.

Furthermore, for the documented results of consulting handed overby the Contractor, the provisions regarding the granting of rights ofuse contained within Section 8 of these T&C for services andregarding confidentiality contained within Section 10 of these T&C forservices apply.

Section 2 Offers, performance of the services
1.

Offers from the Contractor are without obligation and non-binding
unless the offer is declared as binding in writing. In this case, the offerfrom the Contractor is valid for two (2) weeks unless otherwise
indicated. On their part, the customer remains bound for four (4)weeks to declarations given on the agreement of contracts.

2.

Without restriction, the Contractor retains all titles, copyrights andindustrial property rights to the drawings, plans, technicaldocumentation and other data, information and documentation,
whether in tangible or intangible form—including such items
available in electronic form—contained within the offer
documentation provided by the Contractor; these materials must not
be made accessible to third parties without the written consent of theContractor.

3.

Unless otherwise agreed, the customer bears the responsibility for
project organization and project planning (including the coordinationof further service providers) as well as for reporting and scheduling.
The customer bears the full responsibility for the professional
realization of their project on time and within budget, and for the
implementation of the recommendations and results provided by theContractor.

4.

The Contractor shall provide the agreed services in accordance withthe latest technology. The Contractor shall perform all services
carefully, using employees with the appropriate specialist
qualifications. To provide the services, the Contractor is authorized, attheir own discretion, to engage associated companies and/or
subcontractors, whereby the Contractor always remains directly
responsible to the customer. Irrespective of the location at which theservices are provided, the employees engaged are not subject to

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all data that they come into contact with is sufficiently secured against
loss and misuse.

Section 4 Changes to services
1.

2.

If the customer wishes to change their requirements or the scope ofservices, the Contractor shall check the change request and provide
the customer with a corresponding offer. The Contractor can refuse
the execution of a change request from the customer if the change
cannot be executed or the change cannot reasonably be expectedfrom the Contractor within the scope of their operational capabilities
or for other technical reasons.
Unless otherwise agreed, for checking the change request and for
creating a revised offer, the Contractor can demand remuneration inaccordance with the effort involved and the Contractor's current pricelist. Unless otherwise stated in the revised contract, agreed deadlines
and schedules are extended or shifted by the period in which thecontractual work had to be interrupted due to the change request in
addition to an appropriate restart period.

8.

Section 6 Remuneration and terms of payment
1.

Unless otherwise agreed, the remuneration for services provided by
the Contractor will be made according to the effort involved and at
the agreed daily and hourly rates. Unless otherwise expressly stated,the efforts stated in the individual contract are non-binding estimates.
The customer shall be invoiced for the remuneration on a monthly
basis at the beginning of the month following the provision of theservice, on submission of the usual activity reports that the Contractor
maintains. Unless otherwise agreed between the contracting parties,
where remuneration is paid according to effort, the daily rates covera working period of eight hours. Any additional daily work effort
beyond this shall be remunerated proportionately on an hourly basis.
Remuneration or reimbursement for traveling time and travel costs,
as well as the other conditions (e.g. weekend surcharges) are basedon the regulations in the Contractor's price list.

2.

If the contracting parties agree remuneration for the Contractor's
services in the form of a fixed or flat-rate price, this shall be due andinvoiced to the customer in stages in accordance with the payment
plan agreed in the individual contract.

3.

Unless otherwise agreed, all prices are understood to be in euro, plus
the applicable legal sales or added value tax, where this tax is due.
Any further taxes, duties and other charges shall be borne by thecustomer. Payments must be made by the customer on receipt of theinvoice without delay and without deduction.

4.

If the customer gets into arrears with payment, the Contractor can,after the fruitless expiration of an extension period of two weeks,cease performance of their contractual services immediately until thecustomer has fully met their payment obligations. Further rights of
the Contractor due to the payment arrears of the customer remain
unaffected.

5.

The customer is only authorized to offset amounts that are
undisputed or legally binding. The customer is authorized to exercise
the right to withhold payment only to the extent that theircounterclaim is undisputed or legally binding and is based on thesame contractual relationship.

Section 5 Customer's obligation to cooperate1.

As a material contractual obligation, the customer shall, without
remuneration, provide the provisions and cooperation described in
the following paragraphs and in the individual contract, as well as anyother provisions and cooperation necessary, in a timely and proper
manner and in full. The customer shall ensure that their employees
have the required qualifications and experience for the cooperation
to be provided and shall release them from other activities within therequired scope.

2.

The customer shall provide complete and unambiguous data,
information and documents within the required scope. Unlessotherwise expressly agreed, the Contractor is not obliged to checkdata, information and documents handed over by the customer toensure that the content is accurate and complete.

3.

Within their sphere of operations, the customer shall create allnecessary prerequisites for proper performance of the service. The
customer shall grant the Contractor access to their operating
premises and to their hardware and software within the required
scope over the entire term of the contract. The customer shall provide
employees of the Contractor who are providing services at thecustomer's premises with a workplace with Internet access and atelephone.

4.

Within the scope of the agreed schedule, the customer shall make all
required decisions in good time and on schedule to ensure that theContractor can provide their services without interference orinterruption.

5.

The customer shall ensure the required supply and licensing of thirdparty products (hardware, software, databases, etc.) required for theprovision of the contractual services. The customer is responsible for
ensuring that the third-party products (including any required accessand processing rights for the Contractor) are available and are in goodworking order, where necessary through license and maintenancecontracts with the manufacturers or suppliers of the third-party
products.

6.

7.

The customer shall coordinate any services linked to the Contractor's
services that are provided by the customer's associated companies,
service providers or other third parties such that there are no delays,
waiting times and/or additional expenses for the Contractor.
Within the scope of their obligation to prevent loss, the customer shalltake appropriate emergency precautions (e.g. through regular data
backups, regular checks of their IT systems) and, in the event of a total
failure of their IT systems, must ensure, with a corresponding
emergency concept and emergency plans, at least a continuous
emergency operation at all times. Unless otherwise expressly statedin writing in individual cases, the employees of the Contractor as wellas subcontractors engaged by the Contractor can always assume that

The customer shall be charged, according to the effort involved, for
any waiting and downtimes as well as additional expenses for theContractor resulting from the delayed fulfillment, non-fulfillment orinadequate fulfillment of obligations of cooperation. If cooperation to
be provided by the customer is provided instead by the Contractor—
following fruitless expiration of an appropriate deadline set for thispurpose, or in the event of imminent danger with no deadline set—
the resulting additional expense must be compensated for based on
the effort involved. Further claims by the Contractor remain
unaffected.

Section 7 Liability and exemption
1.

The Contractor is only liable to the customer for damage that can be
attributed to a culpable breach of contract by the Contractor to thefollowing extent, irrespective of the legal basis:a.

In the event of injury to persons as well as intentional damage
and damage caused by gross negligence, the full amountb. In all other cases, to the amount limited by the remuneration paidby the customer, whereby the liability for indirect damage andconsequential damage (e.g. due to a loss of production oroperational standstill), as well as the liability for lost profit andother financial loss is excluded

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The customer must take all required and reasonable measures toprevent or limit damage; in particular, the customer must ensure theirprograms and data are backed up regularly. The Contractor is only
liable for the recovery of data within the limits of Section 7, paragraph1 provided the customer has ensured that the data held in a form thatcan be read by a machine can be reproduced at any time with areasonable effort.

3.

The aforementioned limitations of liability also apply to the benefit of
the legal representatives, auxiliary persons and employees of theContractor.

4.

Mandatory legal liability elements, e.g. from product liability law,remain unaffected by the aforementioned regulations.

5.

The statute of limitations for claims by the customer for compensation
for damages is one (1) year. The statute of limitations for claims
against the Contractor remains unaffected provided there is a
conflicting statutory legal regulation for a reduction in the statute oflimitations.

6.

The customer is obliged to indemnify the Contractor, as well as any
subcontractors engaged by the Contractor in accordance with thecontract, against all claims by third parties, as well as any
consequential obligations, damage, costs and expenses, including
appropriate legal costs, that result from use of the results ofconsulting by the customer in a manner contrary to the contract, orfrom use by a third party to whom the customer has handed over the
results of consulting directly or indirectly in breach of their
obligations, unless the customer can demonstrate that they are not at
fault.

amount of the gross annual salary or a gross consultancy fee of theemployee headhunted or engaged will be due. Further claims by theContractor remain unaffected. In addition to any contractual penalty
paid, the Contractor specifically reserves the right to claim damages.
The payment of the contractual penalty does not absolve thecustomer from compliance with the corresponding contractual
obligation.
Section 10 Confidentiality, data protection, references
1.

The contracting parties undertake not to divulge any operating or
business secrets of the respective other party entrusted to them,made accessible to them or that have otherwise become known tothem, or any other recognizable, confidential operational facts. They
furthermore undertake to use such confidential information only forthe purpose intended in the individual contract and not to disclosesuch information to third parties. The contracting parties shall grant
access to such confidential information solely to those employees andsubcontractors who require knowledge of such information for the
purposes of the individual contract, and such employees andsubcontractors will be sworn to secrecy.

2.

The obligation to maintain confidentiality does not apply for
confidential information that was known to the recipient beforehandwith no obligation to maintain confidentiality or that is or will become
known generally without the recipient being responsible for this, orthat the recipient receives legally from a third party with no obligation
to maintain confidentiality or that has been verifiably developed by
the recipient independently.

3.

The contracting parties undertake to store all business objects, datacarriers and documents made available to them by the respective
other contracting party securely so that they cannot be accessed bythird parties and to hand them over to the other contracting party
when requested to do so.

4.

To the extent that the Contractor processes personal data belonging
to the customer, the Contractor shall, in writing, oblige the employees
entrusted with processing this data to handle the data confidentiallyand to comply with the applicable data protection regulations before
they commence their work. If the customer grants the Contractor
access to personal data, the customer shall ensure that the relevant
legal requirements for transfer to and processing by the Contractor(and, where applicable, their subcontractors) are fulfilled.

5.

If the customer agrees to be named as a reference customer, theContractor may include the name of the customer in a reference list
for their own marketing purposes and in this context, may also use
the customer's company symbols, brands and logos in printed
publications and online, in particular on the Contractor's website.

Section 8 Rights of use
1.

2.

In the relationship with the customer, the Contractor is exclusively
entitled to all copyrights, patent rights and other industrial property
rights to customer-specific work results (planning, design andconcept documents, performance specifications, documentation,
software, etc.), including insofar as these results have arisen from
specifications given by or with the cooperation of the customer.
Unless otherwise agreed, for deliveries and services that can beprotected and that the Contractor hands over to the customer,
conditional on complete payment of the agreed remuneration, thecustomer receives the non-exclusive, irrevocable right, unlimited intime and space, to use these for the agreed purposes or for thecustomer's own commercial purposes as stipulated by bothcontracting parties. Further details of the range of rights of use
granted are regulated in the individual contract where applicable.
Section 9 Duty of loyalty

1.

2.

3.

The contracting parties undertake, during the term of the individual
contract and for a period of twelve (12) months after the end of that
contract, not to headhunt any of the employees of the othercontracting party (or their subcontractors) involved in the provisionof the services or to employ or otherwise occupy them at their own
or another company in which they hold a significant investment. In
particular, headhunting will be deemed to have occurred if therecruitment of the employee cannot be demonstrated as being
preceded by a public job advertisement.
The customer is also obliged, during the term of the individual
contract and for a period of twelve (12) months after the end of that
contract, not to engage any of the employees of the Contractor (ortheir subcontractors) involved in the provision of the services(whether directly, or indirectly via a third party) with the provision ofsimilar consulting services on the employee's own account.

Section 11 Contract term and termination
1.

In principle, the individual contract ends on completion of the agreed
services by both contracting parties. For continuing obligations withno fixed contract end, unless otherwise agreed in the individual
contract, each contracting party can terminate the contract at the endof a month with a notice period of one (1) month.

2.

The right of both contracting parties to termination for good cause
remains unaffected. For the Contractor, there is good cause inparticular if bankruptcy or administration proceedings are initiatedagainst the customer, or if the customer is more than one month inarrears with the provision of cooperation or a not insignificant part of
the agreed remuneration.

3.

Any termination must be given in writing to be effective.

For each case of culpable violation by the customer of Section 9,
paragraph 1, or Section 9, paragraph 2, a contractual penalty in the
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in the creation of the performance specifications. The customer shallreview the performance specifications created jointly by thecontracting parties or exclusively by the Contractor with regard towhether the scope of services described therein fully and correctlyreflects their needs and requirements. If, during this review, thecustomer determines any deficiencies, gaps or contradictions, thecustomer shall inform the Contractor immediately and the Contractor
shall add to and/or correct the performance specifications
accordingly; in all other cases the customer shall accept theperformance specifications with a written declaration. The
performance specifications are deemed accepted if the customer
does not make valid, specific complaints in writing, with justifications,to the Contractor within two (2) weeks of the performance
specifications being handed over to the customer.

Section 12 Final provisions
1.

An assignment or transfer of contractual rights and obligations tothird parties—included associated companies of the customer—by
the customer requires the prior written consent of the Contractor.

2.

All changes and additions to the contract, as well as any declarations
relevant to the contract, must be made in writing to be effective (a fax
is sufficient, an email is not sufficient). The written form requirement
can itself only be canceled in writing.

3.

Unless expressly agreed otherwise, the contracting parties are also
entitled to exchange information and documents with one anotherand with third parties electronically with no special encryption
procedure to accelerate the processing of the order. The contracting
parties are aware that the electronic transfer of information(particularly by means of email) bears risks.

4.

These T&C for services and the contract are subject exclusively to
Swiss law, with the exclusion of conflicting standards in international
private law and the exclusion of the United Nations' Convention on
Contracts for the International Sale of Goods (CISG). The place ofjurisdiction for all disputes arising in connection with the contract is
Zurich, Switzerland. The Contractor also has the right to start legal
proceedings at any other court of law that may have jurisdiction undernational or international law.

5.

If individual provisions of these T&C for services or the individual
contract are or become ineffective, or if the contract contains aloophole, the effectiveness of the remaining provisions remains
unaffected. In place of the provision that is ineffective or missing, aneffective provision that is as close as possible to the businessintentions of the contracting parties at the time the contract wasagreed is considered valid.

4.

Following written confirmation by the Contractor of the performance
specifications created by the customer or following acceptance by thecustomer of the performance specifications created by theContractor, these performance specifications form the binding andfinal basis for the provision of further services, replacing all otherexisting documents that describe services. If the customer requests
changes to the concept or content of the services after confirmationor acceptance of the performance specifications, this represents thedesire for a contractual change in accordance with the change request
procedure regulated in Section 16.

5.

If, during the project, the contracting parties create a requirements
specification based on the performance specifications, the preceding
paragraphs apply accordingly. Once it has been accepted, therequirements specification forms the binding and final basis for theprovision of further services, replacing all other existing documentsthat describe services, in particular the performance specifications. If
the customer requests changes to the concept or content of theservices after acceptance of the requirements specification, thisrepresents the desire for a contractual change in accordance with thechange request procedure regulated in Section 16.

B. Supplementary conditions for work services
In addition to Part A. of these T&C for services, the following
supplementary provisions for the provision of work services in Part B.
apply in relation to the provision of work services for which the Contractor
has taken over the responsibility for results and success, e.g. the creationof a system concept, the implementation of predefined softwaredevelopments, the execution of MES implementation projects. Where
there is any contradictory content, the more detailed regulations in Part
B. take priority over the more general regulations in Part A.

Section 14 Project plan1.

The anticipated time schedule and contents for the project, theindividual project phases and milestones, and the amount of and due
date for remuneration will be documented in a project plan.

2.

Schedules and deadlines are non-binding unless they are specified asbinding in the project plan. Binding milestone deadlines must be
expressly stated as such. Schedules and deadlines are moved or
extended by the period in which the Contractor has to wait forrequired decisions or cooperation on the part of the customer or isprevented, through no fault of their own—e.g. due to industrial
disputes, natural disasters, force majeure or any other unpredicted
events—from completing the contract as well as by an appropriate
restart period following removal of the impediment. When milestones
are reached, the customer shall check and accept the respective statusof performance if requested to do so by the Contractor.

Section 13 Content of the work services
1.

2.

3.

The individual contract and the documents confirmed by theContractor as binding are exclusively authoritative for the scope andquality of the services. Further specifications from the customer must
be confirmed by the Contractor beforehand in writing. If thecontracting parties agree the provision of work services based on a
description of requirements by the customer (performance
specifications) and/or a realization concept (requirements
specifications) created during the project, the following conditions of
this Section 13 apply.
Unless otherwise agreed, the performance specifications shall be
provided by the customer and must be confirmed by the Contractor
in writing to become part of the contract. Unless otherwise agreed,
the performance specifications contain the final description of theneeds and requirements of the customer. The performance
specifications confirmed by the Contractor in writing shall become, as
an appendix, part of the individual contract.
At the request of the customer, the Contractor shall, in return for
remuneration and with the cooperation of the customer, create theperformance specifications for the customer or support the customer

Section 15 Project organization
1.

In the individual contract, the contracting parties shall nominate, as acentral contact person, a project manager (and a representative) who
is responsible for execution of the contract. The contracting parties
shall replace the project managers and their representatives only ifthere is good cause and shall inform each other of any such
replacement without delay.

2.

The project manager and their representatives are authorized to makeall project-relevant decisions and to submit all declarations of intent;
in particular, they are authorized to issue notice of any defects and to
declare acceptance. The tasks of the project manager of the customer
also include incorporating and coordinating all specialist departments
and employees of the customer involved in the provision of the
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3.

4.

If necessary, the contracting parties shall set up a steering committee.
The steering committee shall be made up of the project managers
nominated by the contracting parties, together with one
representative from the management of each contracting party
respectively. At the request of at least one of the contracting parties,
the steering committee will conduct a meeting (which can also be run
as a Web meeting) and will make the important decisions regarding
the progress of the project.
The contracting parties shall conduct project discussions as and whenrequired. If the Contractor drafts minutes about project discussions at
project manager level and/or in the steering committee, theseminutes will be binding for both parties if the Contractor provides thecustomer with the minutes and the customer does not object to themin writing or in text form (e.g. via email), giving reasons for theobjection(s), within one (1) week of receipt.

and any other documentation (e.g. regarding software architecture,interfaces, etc.) shall be created and surrendered only if there is a
special agreement and only for additional remuneration.
2.

In the relationship with the customer, the Contractor is exclusively
entitled to all copyright, patent rights and other industrial property
rights to customer-specific software created or adjusted, including
insofar as these have arisen from specifications given by or with thecooperation of the customer.

3.

Unless otherwise agreed in the individual contract, on payment of theagreed remuneration for the software surrendered to them, thecustomer will receive the non-exclusive rights of use described indetail in the individual contract to use the software for their own
commercial purposes in the contractually agreed or required scope
and to copy and distribute this software within this scope.
Section 18 Acceptance1.

Acceptance by the customer is subject exclusively to the work services
provided for the customer by the Contractor. Furthermore, in theindividual contract, the contracting parties can expressly agree thatwork results must be accepted. If a requirements specification has
been created, this alone is authoritative for the acceptance check andcontains (subject to changes from subsequent change requests) a
conclusive description of the acceptance criteria.

2.

When the Contractor has provided the agreed services in full, theContractor shall provide the customer with the work results for
acceptance and shall inform the customer of the readiness for
acceptance. The customer shall perform the acceptance check within
two (2) weeks and shall declare acceptance if no defects that prevent
acceptance have occurred during the acceptance check. During theacceptance check, the contracting parties shall together create a log
that covers the test cases, the functional checks performed and any
defects discovered.

3.

Only such defects in the work results that exclude or significantly
restrict the use of the work results can prevent acceptance or justify
termination of the acceptance check. Defects that prevent acceptanceshall be eliminated by the Contractor during the acceptance check as
far as possible or within an appropriate period after the acceptancecheck. Once the defects preventing acceptance have been eliminated,
the Contractor shall notify the customer again of readiness for
acceptance. A new acceptance check by the customer must take place
within one (1) week. Any defects that remain after acceptance shall beeliminated as part of an improvement to or maintenance of thesoftware.

4.

At the request of the Contractor, separate and distinct parts of theservices (in particular, milestones) must be accepted by the customer
according to the above-mentioned regulations insofar as therespective work results are accessible for acceptance. With such apartial acceptance, the customer declares their agreement with therespective part of the service; every partial acceptance therefore has
the legal effects of an acceptance. For any subsequent partial
acceptances, only those parts of the services will be checked that havenot been previously tested and accepted, as well as the interaction ofthese parts of the services with the previously accepted work results.
Partial acceptances that have already taken place remain unaffectedby the success of subsequent acceptance checks as well as the final
acceptance.

5.

Acceptance or partial acceptance is also deemed declared or granted
if the customer expresses their acceptance of the service in anotherway (e.g. through use of the work results in productive operation,
through payment of the contractually agreed remuneration) or if,
within two (2) weeks of notification of the readiness for theacceptance, the customer (i) does not perform the acceptance checkand report defects preventing acceptance to the Contractor in writing

Section 16 Change requests
1.

2.

The contracting parties can propose changes and additions to theagreed services at any time in writing (change requests). The
Contractor can refuse or defer the execution of a change request if
the changes or enhancements cannot be executed or if the Contractor
cannot reasonably be expected to execute the changes within theiroperational capabilities or capacity planning or for any other technicalreasons. The provision of the contractually agreed services always
takes priority over the execution of a change request.
In the event of a change request, the customer shall initiallycommission the Contractor with the analysis of the change orenhancement and the consequences of the change or enhancement
for the structure of the contract. The Contractor shall determine theeffects on the agreed scope of services and, where applicable,
required changes to the performance specifications or requirements
specifications and the project plan, as well as the remuneration, andshall present these in writing in a revised offer.

3.

The Contractor can demand an appropriate, additional remuneration
based on effort for the work required to check a change request fromthe customer and create revised offers. The Contractor shall advise
the customer of the necessity of the check and the associatedconsequential costs. This regulation applies accordingly if theContractor themselves proposes a change request and a check of thischange request by the Contractor is agreed jointly by the contracting
parties.

4.

Changes to the agreed scope of services, the performance
specifications or requirements specifications, the project plan and anyother contract adjustments will be agreed in writing in a supplement
to the individual contract. If the contracting parties do not agree on acontractual adjustment within two weeks of receipt of the revisedoffer from the Contractor, the Contractor shall continue the executionof the contract without consideration of the change request.

5.

Unless otherwise regulated in a revised agreement, agreed execution
deadlines shall be extended by at least the period in which work had
to be interrupted due to the change request, as well as an appropriate
restart time.
Section 17 Creation and surrender of software1.

If the Contractor creates individual software for the customer or
adjusts existing software on an individual basis for the customer,
unless otherwise agreed, the customer will receive the software
created or adjusted exclusively in object code together with user
documentation (in the form of a description of the function andimplementation) in German or English. Development documentation

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6.

In the individual contract, the contracting parties can definealternative regulations to those in the preceding paragraphs.
Productive use of the work results handed over before declaration of
acceptance by the customer is not permitted under any
circumstances.
Section 19 Warranty

1.

The customer shall notify the Contractor of recognizable defects inwriting without delay, in an understandable form, specifying theinformation appropriate for elimination of the defects.

2.

The Contractor guarantees that the work services surrendered to thecustomer meet the specifications of the service description (withconsideration of any change requests). This Section 19 does not apply
to the provision of services.

3.

Insofar as the Contractor performs services according to
specifications from the customer, or adapts components from third
parties or the customer themselves at the request of the customer, or
integrates such components into their own software or products orconnects them to their own software or products, the Contractor
accepts no responsibility for the technical and legal properties ofthese third-party components or the consequences of theimplementation of the customer specifications.

4.

Functional impairments that arise, for example, from improper use of
the work results by the customer, from the system environment of thecustomer, or from other reasons resulting from the risk area of thecustomer do not represent defects. Furthermore, it is a requirementof the warranty that the customer does not change the work results
or use them in violation of the contractual specifications unless thecustomer can demonstrate that the defect is independent of such use.

5.

In the event of defects in work services, the Contractor guarantees
improvement which, as chosen by the Contractor, shall take the formof a re-delivery of work results with no defects or elimination of thedefect. Defects may also be eliminated by the Contractor initiallydemonstrating reasonable options for avoiding or circumventing theeffects of the defect to the customer.

6.

If the improvement fails definitively (at least two attempts for eachdefect notified in the proper form), the customer can reduce theremuneration. More than two improvement attempts may beappropriate and acceptable for the customer due to the complexityof the services. The Contractor is liable for damages due to defects
within the scope of the limits defined in Section 7.

7.

If the Contractor provides services relating to finding or eliminating
defects without being legally obliged to do so, the Contractor candemand compensation from the customer based on the effort
involved at the agreed daily or hourly rates. This applies in particular
if a defect reported by the customer cannot be verified or cannot be
attributed to the Contractor. There can be no claim for damages if thecustomer was unable to discern that there was no defect in theservices provided by the Contractor.

8.

The statute of limitations for warranty claims by the customer is one(1) year from acceptance of the relevant work results.

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