General Terms and Conditions
I. General Provisions
§1.
1.1.

1.2.

1.3.

1.4.
1.5.
1.6.
1.7.
1.8.
§2.
2.1.

2.2.
§3.
3.1.

3.2.
3.3.

Subject Matter of Agreement
These general terms and conditions (hereinafter referred to as “GTC”) shall apply exclusively to
any and all contractual agreements (hereinafter each contractual agreement referred to as“Agreement”) between PTV Planung Transport Verkehr GmbH (hereinafter referred to as “PTVGmbH”) or any affiliated company of PTV GmbH the Agreement is made with (PTV GmbH or thecontracting affiliate hereinafter referred to as “PTV”) and a customer or other contracting partner(hereinafter referred to as “Client”, PTV and the Client hereinafter collectively referred to as the“Contracting Parties”) on supplies and services (hereinafter referred to in summary as“Deliveries”) of PTV except for Online Services as described in clause 1.2. Deliveries may
particularly, but not limited to, comprise: delivery of standard software and data; customizing, installation and adaption of standard software; consulting services; software maintenance and support;
 development of individual software.
The GTC shall not apply to online services such as the provision of websites and internet portals,
application service providing and/or software as a service (collectively “Online Services”). For
Online Services, the terms of use agreed upon registration of the Client for such Online Services
shall apply.
Furthermore, the GTC shall not apply to any contractual agreements where PTV is the purchaserof goods or services. To such agreements only the General Procurement Terms and Conditions of
PTV or other individual contractual arrangements between PTV and the respective contractual
partner shall apply.
Contract modifications and amendments shall always be made in writing. This provision shall also
apply to any waiver of the requirement for written form.
Any other terms and conditions shall not be part of the agreement even if PTV should perform acontract without contradicting the inclusion of such terms and conditions.
Even if renewed reference is not made to such at the time of conclusion of further Agreements
within the scope of 1.1, the GTC, as amended from time to time, shall apply unless agreed
otherwise in writing.
These GTC shall not be applicable if the Client is a consumer. Particular clauses of these GTC
expressly refer to and only apply to merchants.
Statements and/or representations in test programs, product and project descriptions shall not be
guarantees with respect to the quality of Deliveries. Any guarantee shall require the express andwritten confirmation of PTV.
Copyright and Intellectual Property
Any software, documentation, data and other items delivered to the Client (collectively “Protected
Items”) is subject to copyright protection and may be protected by further intellectual or industrial
property rights. As a precaution the Contracting Parties hereby contractually subordinate theProtected Items to the rules of copyright. In the relationship of the Contracting Parties PTV shall be
exclusively entitled to any and all of the Protected Items.
The Client shall be provided with non-exclusive license to employ the Protected Items as
described in the applicable End User License Agreement (“EULA”).
General Client Cooperation, Project Meetings and Minutes
The Client shall provide PTV with support in the performance of the Deliveries. The Client shallprovide for the hardware, operating system and basic software and make telecommunications
facilities and the required number of staff available. The Client shall provide PTV with any and all
information required for the performance of the Deliveries in a timely fashion. Insofar as it is usefulfor performance of the respective Deliveries the Client shall grant PTV access to the Client’s
business premises during normal business hours.
The Client shall establish a remote access on any of its IT Systems where PTV Deliveries areoperated or installed on.
The Client shall take appropriate precautions if Deliveries fail to properly operate in part or as awhole by making regular data backups, conducting constant failure diagnosis and inspection, etc.

PTV Planung Transport Verkehr GmbH, Haid-und-Neu-Straße 15, 76131 Karlsruhe, Registered Office: Karlsruhe, Management Board: Christian U.
Haas (CEO), Dr. Karsten Kölsch (CFO); Commercial Register (HRB No.): 743055; VAT No. DE 812 666 053; Court of Registration: Mannheim.

3.4.
§4.
4.1.
4.2.

4.3.
4.4.

§5.
5.1.
5.2.
5.3.

5.4.
5.5.
5.6.

5.7.

§6.
6.1.

The Client shall make a full backup of its data stock before installing any Delivery on his IT
Systems.
In case of project meetings PTV is entitled to take minutes, the content of which shall become
legally binding, if the Client does not contradict in writing within ten working days after the
reception of such minutes.
Deliveries and Delay
Any information provided by PTV with regard to delivery times shall be non-binding. Binding datesof delivery shall require written approval by PTV. Partial deliveries shall be permissible if the Clientis able to make reasonable use of such.
Periods of delivery shall be extended by the period in which PTV is prevented, without itself being
responsible, from providing the contractually agreed services particularly, but not limited to,through labor disputes, acts of god or any other unusual and unforeseeable events (collectively“Force Majeure Event”) as well as an appropriate period for restarting after the end of the
disturbance. If a Force Majeure Event lasts for more than three (3) months, each Contracting Party
shall have the right to rescind from or, if the respective contract constitutes continuing obligations,terminate the contract. In such case, any prepaid remuneration shall be repaid in accordance withthe statutory provisions.
Periods of delivery shall be extended by the period PTV is forced to wait for information orcooperation on the part of the Client as well as an appropriate period for restarting after the end of
the disturbance.
Any reminders or time limits set by the Client shall be made in writing in order to become effective.
In the event that PTV delays a delivery, the Client shall have the right to terminate or withdraw
from the Agreement only after a written respite, which (except in particularly urgent cases) must
amount to at least 12 working days, has elapsed without success. No respite has to be granted if
the Client cannot be reasonably expected to do so. Clause 8 of the present GTC shall apply to any
payment of damages in this context.
Payment, Setoff and Assignment, Retention of Title and Rights
Payments shall be due without deduction within the agreed periods for payment. If there is noagreed period, payments shall be due immediately.
The Client shall only be entitled to set-off claims that are undisputed or recognized by final
judgment. A right of retention may only be based on claims arising out of the same Agreement.
The Client may not assign claims against PTV to third parties. If the Client is a merchant, this does
not apply to the assignment of claims for money. Merchants within the meaning of these GTC shallbe any entity running a commercial business or being qualified as a merchant according tostatutory law.
In case of default, PTV will charge default interest at the rate of eight (8) % above the relevant
basic interest rate valid at the time. More extensive claims of PTV based on late payment shallremain unaffected.
If the Client defaults on payment, PTV may refuse to perform under this Agreement until the Client
has made the outstanding payment.
Title to the Deliveries and the rights under Clause 2 hereof and the EULA shall not pass to the
Client before payment in full of the contractually agreed fees. Prior to this the Client only has aprovisional right of use based on the law of obligations. PTV reserves the right to withdraw suchprovisional right any time.
If the rights pursuant to Clause 2 hereof and the EULA do not accrue or if they end, PTV may
require that the Client returns the Deliveries provided or, if they cannot be returned, that the
Deliveries be irreversibly deleted. In that case the Client shall provide a written assurance ofcomplete return or complete deletion to PTV.
Claims in Case of Intellectual Property Rights Infringements
Insofar as intellectual property rights of third parties have been infringed by a Delivery for reasons
attributable to PTV, PTV may choose to rectify the situation. In this respect PTV has the following
options:a) PTV may obtain a license sufficient for the purposes of this Agreement from the third party that
holds the infringed intellectual property right, in favor of the Client.
b) PTV may modify the Delivery that infringes intellectual property rights such that themodifications have no impact on the functionality of the relevant Delivery, or an impact that is
acceptable for the Client.
c) PTV may replace the infringing Delivery with software the contractual use of which does not
infringe intellectual property rights and which does not have any impact on the functionality of
the Delivery, or which has an impact that is acceptable for the Client.
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6.2.
§7.
7.1.
7.2.
7.3.
§8.
8.1.

8.2.

d) PTV may deliver a new version of the Delivery the contractual use of which does not infringe
third-party intellectual property rights.
The Client may require a different form of rectification in each case if it cannot be reasonably
expected to accept the form of rectification selected by PTV.
Defense against Alleged Infringement of Third-Party Rights
If a third party claims the infringement of intellectual property rights against the Client in respect of
the use of a Delivery, the Client shall notify PTV promptly in writing and shall leave the defense ofsuch claims to PTV insofar as possible.
The Client shall provide all reasonable assistance to PTV in the defense. In particular, the Client
shall provide all requisite information in writing to PTV about the deployment and possible
adaptation of the Delivery in question, shall provide the relevant documents and answer questions.
The Client is not entitled to conclude a settlement with the third party in or out of court without theconsent of PTV.
Damages and Compensation for Expenditure
Unless otherwise agreed in writing by the Contracting Parties, PTV will pay damages andcompensation for futile expenditure, no matter on what legal ground, solely to the following extent:a) Full liability will be assumed in case of intent, fraudulent intent or in case of a written guarantee
issued by the management of PTV.
b) PTV’s total aggregate liability in contract, tort (including without limitation negligence or breachof statutory duty howsoever arising), misrepresentation (whether innocent or negligent),
restitution or otherwise, and pursuant to any indemnity, arising under or in connection with theAgreement shall in all circumstances be limited to the amount actually paid by the Client to PTV
under the Agreement in the 12 months preceding the date on which the claim arose.
c) For all other matters, liability for ordinary negligence is excluded.
d) In case of injury to life, limb or health and in case of claims under the German Product Liability
Act (Produkthaftungsgesetz), the statutory provisions apply.
e) It remains possible to raise the defense of contributory negligence. PTV shall only be
responsible for the replacement of data if the Client has ensured that such data are
reproducible from available data stock in machine-readable form at a justifiable expense.
Claims for damages and the reimbursement of futile expenditure shall become statute-barred in 2
years. In the cases mentioned in 8.1 (a) and (b), the statutory period of limitation applies. Section
199(3) of the German Civil Code (BGB) shall remain unaffected.

II. Special Provisions for sale contracts and contracts for work and laborIf according to the statutory provisions the Agreement with the Client is a sale contract [Kaufvertrag] , particularly if the subject matter of such contractual agreement with the Client is
the sale of standard software, or ·

 a contract for work and labor [Werkvertrag]
The provisions in this Chapter II shall apply in addition to the General Provisions in Chapter I. and the
Final Provisions in Chapter IV. of these GTC.
§9. Inspection and Reporting Obligation
9.1. Merchants shall be obliged to immediately and thoroughly inspect Deliveries and immediately
report defects in writing. Any defects shall be concretely described to the extent that is reasonable.
9.2. Other Clients shall report visible defects in writing within a period of three weeks following
Delivery.
9.3. Any defects shall be concretely described to the extent that is reasonable and understandable.
Error report shall include the following information:
Detailed error description
 Error message as shown, if any
 Screenshot of error state Steps for reproduction of error state, if available
 Application logs, if available
 System environment data (including O/S version, browser used, application server, database,etc.)
9.4. Upon the request of PTV, the Client shall provide the following additional information for the
analysis, delimitation and removal of the error in writing. In particular, such information may
include: Program traces and journals
 Database dumps3 Document repository images(collectively “Additional Information for Error Analysis”)
Upon request by PTV, the Client shall make changes in the Deliveries for the purpose of obtaining
Additional Information for Error Analysis and install additional software (e.g., diagnosis tools) on its
systems in accordance with the instructions issued by PTV or enable PTV to make such an
installation.
9.5. Delayed reporting shall relieve PTV from any warranty obligations for the respective defect9.6. PTV may invoice any expenditure caused by delayed, improper, incorrect or incomplete error
reports. This does not apply if the Client can show that he did not cause such expenditures in a
way attributable to the Client.
§10. Rectification of Defects
10.1. PTV shall rectify defects at its choice through subsequent improvements or through delivery of a
replacement within a reasonable period of time if and insofar as the selected form of rectification of
defects is reasonably acceptable for the Client.
10.2. Insofar as acceptable, such rectification of defects can also lie in the making available of aworkaround solution.
10.3. If PTV does not successfully rectify defects within a reasonable period of time, the Client shall
grant two reasonable extensions to PTV (as a rule at least 2 weeks) in order to successfully rectify
the defects.
10.4. If PTV does not successfully rectify the defects during the extension periods, the Client may at its
choice reduce the remuneration or cancel the relevant Agreement, except where the defect is onlyof insignificant nature. Claims for damages and compensation for expenditure arise solely within
the limits provided in Clause 8 hereof. The Client shall not have the right to rectify a defect itself
and claim compensation for costs accrued for such rectification.
10.5. No period for rectification has to be granted by the Client if this would be unreasonable for the
Client. This is the case especially where PTV has earnestly and definitively refused to rectify
defects.
§11. Limitation of Claims Concerning Defects
11.1. Claims concerning defects in quality and defects in title shall become statute-barred 12 months
after acceptance if the Delivery in question is subject to acceptance, otherwise 12 months aftercommissioning of the Delivery.
11.2. The limitation periods provided in clause 11.1 do not apply:a) to claims for damages, to the extent that such claims are subject to the limitations provided inclause 8.2;b) in case of a written guarantee issued by the management of PTV;c) in case of fraudulent failure to mention defects and in the cases provided in clause 8.1 a) andb).
In these cases the statutory provisions on the limitation of claims apply.
§12. Unjustified Notification of Defects
12.1. No claims accrue to the Client based on defects if the defect was caused by improper use of a
Delivery or use contrary to the applicable Agreement, or was caused by modification, integration,
parameterization or script processing performed by the Client itself unless the Client is able toprove that the defect was not caused by this circumstance.
12.2. If the analysis of a defect notified by the Client reveals that the defect does not exist, then PTV is
entitled to invoice the Client for the expenditure incurred for the analysis and processing of thedefect notified, unless the Client was unable to recognize that there was no defect attributable to
PTV.

III. Special Provisions for contracts for work and laborIf according to the statutory provisions the contractual agreement with the Client is a contract for workand labor in accordance with ss. 631 pp. of the German Civil Code (BGB) the provisions in this Chapter
III. shall apply in addition to the General Provisions in Chapter I., the Special Provisions in Chapter II and
the Final Provisions in Chapter IV of these GTC.
§13. Acceptance of Delivery
13.1. If a Delivery of PTV is subject to acceptance, PTV may require a written declaration of acceptancewithin two weeks following Delivery. Such declaration may only be refused if the Delivery has amaterial defect.
13.2. Acceptance shall be considered as having been effected if
4a) the Client is in possession of the Delivery for more than two weeks,b) the Delivery is in productive use orc) the Client pays the agreed remuneration in fullunless the Client has reported material defects in writing before.
§14. Cases of dispute - ADR
The contracting parties shall agree to appeal to the arbitration board of the Deutsche Gesellschaft für
Recht und Informatik e. V. (www.dgri.de) in order to settle any dispute, in part or as a whole, provisionallyor finally in accordance with their rules of arbitration in the respectively valid version at the time ofinstitution of arbitration proceedings for any differences in opinion arising out of or in connection with theAgreements, contract extensions or supplements concluded between them related to a project which
they are unable to settle among themselves. The period of limitation for any claims arising out of thegrounds for arbitration shall be suspended as of the conciliation request until the end of the conciliation
procedure. The claim is statute-barred at the earliest three months after the end of the suspension. If noconciliation is reached or if arbitration fails, then the parties shall have recourse to a court of generaljurisdiction.

IV. Final Provisions§15. Secrecy and Safekeeping, Non-Solicitation
15.1. The Contracting Parties shall be obliged to maintain secrecy with regard to any and all information,
documents and data about which they may have gained knowledge of during initiation andperformance of the Agreement and designated as confidential or which contain business or trade
secrets or which are legally protected (collectively “Confidential Information”) and to neither
make such available to third parties nor employ such for purposes other than contractually agreed.
15.2. The receiving party will: (a) limit disclosure of any Confidential Information to its directors, officers,
employees, agents or representatives (collectively “Representatives”) who have a need to knowsuch Confidential Information in connection with the current or contemplated business relationshipbetween the parties to which this Agreement relates, and only for that purpose; (b) advise its
Representatives of the proprietary nature of the Confidential Information and of the obligations set
forth in this Agreement and require such Representatives to keep the Confidential Information
confidential; (c) shall keep all Confidential Information strictly confidential by using a reasonable
degree of care, but not less than the degree of care used by it in safeguarding its own confidential
information; and (d) not disclose any Confidential Information received by it to any third parties(except as otherwise provided for herein).
If the recipient party fails to meet these requirements, it shall be liable for all damages resulting
therefrom and will hold the other party harmless in relation to all claims by third parties. As far as
monetary damages will be inadequate to compensate the Disclosing Party for any such breach,and the Disclosing Party may enforce this GTC by seeking injunctive or other equitable remedies
in addition to any available legal remedies.
15.3. The Receiving Party shall notify the Disclosing Party immediately upon discovery of any
unauthorized use or disclosure of Confidential Information by the Receiving Party or its
Representatives, or any other breach of this Agreement by the Receiving Party or its
Representatives, and will cooperate with efforts by the Disclosing Party to help the Disclosing
Party regain possession of Confidential Information and prevent its further unauthorized use.
15.4. The Receiving Party agrees to use the Confidential Information solely in connection with thecurrent or contemplated business relationship between the parties and not for any purpose otherthan as authorized by this Agreement without the prior written consent of an authorized
representative of the Disclosing Party. No other right or license, whether expressed or implied, in
the Confidential Information is granted to the Receiving Party hereunder. Title to the Confidential
Information will remain solely in the Disclosing Party. All use of Confidential Information by the
Receiving Party shall be for the benefit of the Disclosing Party and any modifications andimprovements thereof by the Receiving Party shall be the sole property of the Disclosing Party.
Notwithstanding any obligation mentioned hereinabove the Client:a) will copy, reproduce or otherwise retransmit Confidential Information only as it may reasonably
be necessary for the purpose approved (in writing) by PTV (prominently marking each copy,
reproduction or retransmission as confidential) and keep Confidential Information under
security conditions no less rigorous than those used for the Client’s own Confidential
Information of equivalent sensitivity, but no less than reasonable care under thecircumstances, and in any event take reasonable precautions for its safe custody.

5b) will not reverse engineer, disassemble or decompile any part of the Confidential Information
without written consent of PTV.
Further:a) The Parties agree not to disclose any Confidential Information, including the existence ofdiscussions concerning a possible business cooperation between the Parties, to any third
Party without the prior written consent of the other Party.
b) The terms of this agreement are applicable to each party’s subsidiaries, whether partly or
wholly owned
15.5. The Client shall safeguard and secure Confidential Information in such a way that any abuse by ordisclosure to third parties is excluded.
15.6. For a period of two (2) years from the conclusion of the Agreement, the Client shall refrain, andshall procure that the Client's affiliates refrain, from:a) influencing or attempting to influence any customer, supplier, consultant or other third party
maintaining a contractual or other business relationship with PTV or any affiliate of PTV toterminate or discontinue such relationship or to reduce the volume of goods or services
provided thereunder; orb) soliciting or attempting to solicit the service or employment of any current or future director,
officer or employee of PTV GmbH or any affiliate of PTV GmbH.
§16. Contractual Penalty
The Client shall pay to PTV for each instance of a culpable breach of the obligations pursuant to these
GTC, particularly, but not limited to, the illegitimate use or exploitation of Deliveries and/or a breach of
the duties of Secrecy and Safekeeping, a reasonable contractual penalty to be determined by PTV andverified as to its reasonableness by the competent court in case of dispute. PTV reserves the right toclaim further damages and to exercise any other rights related to such breach.
§17. Applicable Law, Venue
17.1. The law of the Federal Republic of Germany to the exclusion of the German rules on conflict oflaws and the UN CISG dated 11 April 1980 applies to the Agreement and all legal relations
between PTV and the Client.
17.2. If the Client is a Merchant, a legal person governed by public law or a legal entity governed bypublic law, or if the Client has no venue within Germany, the venue for all disputes arising under orin connection with the Agreement is the registered office of PTV GmbH.
§18. Written Form
Simple electronic form (email or fax) is sufficient to satisfy any written form requirement stipulated inthese GTC; this does not apply to notices of termination or withdrawal which shall always require deliveryof an original document signed by the respective Contracting Party.
Version 2.0.2, Karlsruhe, 2023-06-12

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