GENERAL TERMS AND CONDITIONS
OF IDAT
As of January 2026
1. Scope
Unless otherwise expressly agreed in writing in individual contracts between the parties, the following shall apply to all offers, deliveries, and services provided by IDAT , Pfnorstraße 10, 64293 Darmstadt / Germany (hereinafter referred to asIDAT, also referred to as "Licensor" in the license agreement and offer, if applicable) shall be governed exclusively by these General Terms and Conditions (hereinafter referred to as "GTC") in addition to the offer and license agreement (the "License Agreement"). The scope of application also extends to future contractual relationships between IDAT the customer (the "Customer," also referred to as the "Licensee" in the license agreement and offer, if applicable), even if no renewed, express reference is made. Any other terms and conditions of service and delivery/GTC of customers shall not be recognized and are hereby mutually waived, even if these other terms and conditions of service and delivery/GTC contain an identical or similar exclusion clause. By signing the offer and simultaneously accepting these GTC, the customer unreservedly acknowledges that the priority of IDAT IDAT is IDAT integral part IDAT the established business relationship, which IDAT a service provider would not have entered into without this priority.
2. Conclusion of the contractual relationship
The contractual relationship between IDAT the customer shall come into effect upon mutual signing of all contract-related documents based on these General Terms and Conditions.
These include the individual IDAT and the additional license agreement with appendices. All parts of the contract must IDAT to IDAT in two signed original versions. The contract is only considered concluded and binding once all signed parts of the contract have been received and countersigned by IDAT. Accordingly, all IDAT are IDAT until they have been signed by IDAT . Alternatively, the first act of performance on the part of IDAT acceptance IDAT the contract components signed by the customer. IDAT entitled to make the delivery of licenses or services dependent on the availability of signed contract documents.
3. Subject matter of the contract / Services
3.1. The subject matter of the contract and the contractual services are specified in the relevant offer, in conjunction with a license and/or maintenance agreement, if applicable, and in the product documentation, if applicable. If the contractual relationship between the parties relates to software licensing, this shall include, in accordance with the relevant offer and license agreement, the temporary or permanent transfer of the ordered software for contractual use on the basis of these GTC and, if applicable, the software-specific terms of use (EULA), which shall take precedence over these GTC in the event of any contradictions.
3.2. In the event that third-party components are also part of such software licensing, the terms and conditions of the third-party providers expressly take precedence over these terms and conditions with regard to the corresponding third-party components and are accepted and become part of the contract when the customer submits the offer, but no later than when the third-party component(s) is/are used for the first time.
3.3. If the IDAT to be provided include professional services, the general IDAT for the provision of professional services shall apply in addition to these General Terms and Conditions (see the Professional Services Annex to the License Agreement).
4. Customer's obligations to cooperate
4.1. The customer undertakes to provide IDAT with IDAT data and information necessary for the conclusion of the contract in a complete and truthful manner and to keep this information up to date throughout the term of the contract. In addition to simple contact details, this applies in particular to information that is necessary for determining the scope of services in relation to the configuration or implementation of software. It is the customer's responsibility to meet the associated deadlines so as not to delay the provision of services.
4.2. Furthermore, the customer shall provide a central contact person who is available for contractual matters by telephone and email.
4.3. The customer shall IDAT the fees arising from the business relationship between the parties in accordance with the respective offer, the license agreement, and these GTC.
4.4. The customer is only permitted to use the contractual software within the scope of the license purchased by them. The respective license-based restrictions with regard to its duration or scope of services must be observed at all times. Accordingly, use of the software after the license has expired or on a larger number of instances than the license permits is prohibited.
4.5. If the use of software products is protected by technical security measures (e.g., passwords, USB dongles, etc.), the customer undertakes to keep these security measures under lock and key within their internal organization and to make them accessible only to those employees who are authorized to use the software products. In the event of the loss of a password or other security measure, the customer shall notify IDAT in order to prevent any misuse or unauthorized distribution of the software. The customer shall IDAT for any damages of any kind resulting from the loss of a password or other security measure. The customer shall bear the costs of replacing a security measure in accordance with the IDAT applicable at the time.
4.6. The customer bears sole responsibility for the legality and integrity of the data processed by them using the software. They must ensure that they have obtained all necessary approvals for the processing of any personal data and have taken precautions within their internal organization to prevent loss, theft, or other data loss. To ensure this, it is the customer's responsibility to make regular backups of their databases in order to prevent any data loss and/or productivity stoppages. IDAT no responsibility for the creation of backups, even in the event of the provision of support services.
5. Remuneration / Payment
5.1. The customer shall pay IDAT or one-time license fees and/or maintenance fees in accordance with the underlying offer and license or maintenance agreement. If professional services are also part of the contract, these shall be included in the offer or, at IDAT discretion, listed IDAT a separate offer.
5.2. Recurring payments
Recurring fees for, for example, 1-month, 3-month or 12-month software "subscription licenses" (depending on the license and product type) or maintenance fees are due in advance for the coming term, depending on the term of the license, and are usually collected IDAT customer's account by IDAT via direct debit after invoicing. In such cases, a SEPA direct debit mandate in favor of IDAT is IDAT with the offer, which becomes an integral part of the underlying license agreement.
Unless direct debit payment has been agreed between the parties, IDAT shall invoice recurring fees on an ongoing basis in accordance with the provisions of this paragraph and send all invoices by email to the customer's specified billing address.
IDAT entitled to automatically increase fees for subscription licenses and annual maintenance by up to 3% after a period of 12 (twelve) months from the start of the contract or from the last fee adjustment, provided that rising costs for personnel, energy, licenses, hosting, or other external services objectively justify this increase. The most recently invoiced value shall be decisive in this regard. In this case, the customer shall not have an extraordinary right of termination. Upon request, IDAT shall provide IDAT on the relevant reasons justifying the automatic adjustment.
Any increases in recurring fees, license fees, and maintenance fees beyond this must be announced 30 days in advance of the end of the current licensing period. In this case, the customer has the right to terminate the affected subscription licenses extraordinarily before the adjustment takes effect. If no termination is made, the adjustment of the recurring license fees shall be deemed accepted by the customer, whereupon the changed license fees shall apply from the following licensing period.
5.3. One-time payments (purchase licenses, services)
One-time fees such as license fees for permanent rights of use or fees for professional services are payable in advance upon conclusion of the contract, unless otherwise agreed in the offer. IDAT invoice such payments separately from recurring payments, which will then be sent to the customer by email or post (at the customer's expense) to the billing address provided. IDAT the right to make the delivery of software or services dependent on full payment of the invoiced amounts.
5.4. Remuneration for third-party components that are not an integral part of the software products IDAT by IDAT may be charged separately.
5.5. Unless expressly stated otherwise, IDAT are payable immediately upon receipt. IDAT the customer a payment term of 14 days from the invoice date. Payments must always be made in full to the IDAT specified on the invoice. During this period, the customer has the right and obligation to check invoices for accuracy and to immediately IDAT in writing IDAT any discrepancies or complaints. If IDAT not IDAT any discrepancies or complaints within the 14-day period from the invoice date, the invoice shall be deemed to have been accepted by the customer without reservation.
5.6. In the event of late payment, IDAT is IDAT to charge the customer default interest at a rate of five percentage points above the current base rate of the ECB for consumer transactions. For commercial transactions (B2B), the default interest rate is nine percentage points above the current base rate of the ECB. The parties agree that IDAT is IDAT required to issue an explicit notice of default. Rather, the customer is automatically in default upon expiry of the payment period granted, even without a separate reminder. Payments received are recorded by IDAT accordance with Sections 367 and 366 (II) of the German Civil Code (BGB).
If the customer is in default of payment for a period of more than 30 calendar days and has not IDAT the invoice in question to IDAT for comprehensible reasons, IDAT is IDAT to temporarily block the software license used by the customer until payment is received, thereby excluding the customer from using the software. Such blocking of the license does not affect the customer's fundamental obligation to pay.
5.7. In the event of a return debit note caused by the customer or their bank or an unsuccessful direct debit attempt, IDAT is IDAT to claim a flat-rate reimbursement of expenses in the amount of €25.00 per return debit note or direct debit attempt from the customer. Any further claims for damages remain expressly unaffected and reserved.
5.8. Unless expressly stated otherwise in the offer or license agreement, all remuneration and prices IDAT by IDAT are expressly net prices plus any taxes, fees, and other charges, which are to be borne by the customer without exception (except for taxes and charges on IDAT ).
If and to the extent that withholding tax is payable on payments made by the customer, the parties agree that the invoice amount shall be automatically increased by the amount of withholding tax so that, after the customer has paid the withholding tax, the net amount originally owed shall be IDAT to IDAT . The customer shall provide IDAT with IDAT evidence of the payment of withholding tax amounts.
5.9. The customer unconditionally acknowledges that all fees/remuneration paid under the license agreement and/or these GTC are final upon payment and can only be refunded in the cases prescribed by law.
5.10. IDAT shall invoice IDAT customer separately for reasonable and necessary travel expenses on a time and material basis. Exceptional expenses shall be agreed upon and recorded in advance by the parties. Unless otherwise specified in the offer, travel expenses incurred shall be invoiced at the end of each calendar month. IDAT modern support tools and remote control programs to minimize necessary travel by employees.
6. Warranty
6.1. The customer undertakes to notify IDAT immediately IDAT of any defects in the delivered software products and to provide IDAT with IDAT support services necessary to identify, locate, and eliminate defects, in particular to take all reasonable measures to ensure data security. IDAT not IDAT for damages resulting from delayed or omitted notification of defects by the customer.
6.2. Please note that, based on the current state of technology, it is not possible to create software products in such a way that they work without errors in every installation configuration or combination with other hardware and software systems, are fail-safe, or are protected against manipulation by third parties. IDAT therefore does IDAT guarantee or warrant that the software products supplied will meet the customer's requirements, be suitable for the intended use, or be error-free or fail-safe. The customer was given sufficient opportunity to familiarize themselves with the operation and functionalities of the software products before accepting the offer and concluding the license agreement.
6.3. IDAT that it has the right to provide the customer with the contractual software and third-party components for use. Furthermore, IDAT warrants that the delivered software products (including third-party components) will function essentially in accordance with their software documentation under normal operating conditions and within the necessary hardware configuration at the time of delivery. IDAT shall remedy any malfunctions IDAT software products IDAT the scope of the technical support provided, unless these are due to an improper combination of the software products with other hardware or software by the customer that was IDAT approved by IDAT . Malfunctions of delivered third-party components will be escalated to the respective third-party provider as part of the support service if IDAT is IDAT to resolve them. The final resolution of the malfunction is the sole responsibility of the third-party provider.
6.4. IDAT services IDAT a warranty period of twelve months, beginning with the provision of the contractual software/services. All other claims against IDAT also IDAT within twelve months of their inception, unless they IDAT on intent, gross negligence, or fraudulent concealment of a defect by IDAT .
6.5. With the exception of the warranty claims expressly described in this section and the mandatory statutory provisions, IDAT assume IDAT further guarantee or warranty with regard to the software products or services delivered.
7. Liability and indemnification
7.1. Subject to mandatory statutory provisions or express individual contractual agreements between the parties in the offer or license agreement, IDAT shall be liable IDAT in accordance with the provisions of this section.
7.2. The scope of liability of the parties for intent and gross negligence, for injury to life, limb, or health, as well as under the Product Liability Act or for breach of a confidentiality obligation under these GTC is unlimited.
7.3. IDAT shall IDAT be liable for damages caused by slight negligence in the event of a breach of a material contractual obligation, the fulfillment of which is essential for the proper execution of the contract and on the observance of which the customer could regularly rely (cardinal obligation). In this case, the scope of liability shall be limited to the amount of foreseeable damage typical for this type of contract. Furthermore, in cases of slight negligence, liability for all other damages (e.g., consequential damages, indirect damages, or lost profits) is excluded to the extent permitted by law.
7.4. To the extent permitted by law and as provided for in the provisions of this paragraph, IDAT liability IDAT all circumstances giving rise to liability shall be cumulatively limited to the respective contract value, which in the case of one-time payments shall be the total value of such payments and in the case of recurring payments shall be the payments owed for a period of twelve months.
7.5. If third parties assert justified claims against IDAT in relation to the software IDAT by IDAT due to the infringement of an industrial property right or copyright, IDAT shall be liable, IDAT recourse to its licensors, to the extent that IDAT its own discretion and expense, either obtains a right of use for the software in question, modifies the software so that the industrial property right or copyright is no longer infringed, or replaces the software with software with comparable functionalities. If none of these actions is promising or feasible by means of reasonable commercial efforts, IDAT may terminate IDAT underlying license agreement with immediate effect and refund the relevant portion of the license fees to the customer. However, IDAT aforementioned liability IDAT copyright or intellectual property rights infringements is excluded if and to the extent that the customer is responsible for these infringements either through modifications to the software, specially ordered adaptations of the software, or a combination of the software with other third-party components. The customer expressly indemnifies IDAT such liability.
7.6. The above limitations or exclusions of liability extend to IDAT its employees, representatives, and vicarious agents.
8. Term / Termination
8.1. The term of the contractual relationship between the parties is specified in the offer in conjunction with the concluded license agreement.
8.2. In the event of the acquisition of permanent rights of use to IDAT , the term of the concluded contracts and these General Terms and Conditions shall be unlimited as long as the software product covered by the contract is in use by the customer.
8.3. In the event of temporary rights of use being granted for IDAT (subscription licenses), the minimum term of the licenses is agreed between the parties in the offer and is extended continuously after its expiry for the same minimum term, unless the licenses in question are terminated in writing by one of the parties with 30 days' notice before the end of the current licensing period.
8.4. If the contract concluded between the parties solely covers professional services, the contractual relationship between the parties shall end after the customer has accepted the services covered by the contract and the agreed warranty period has expired.
8.5. The right to terminate the contractual relationship between the parties for good cause in accordance with the statutory provisions remains unaffected. Such good cause shall be deemed to exist in particular in the event of a payment delay on the part of the customer of more than 30 days or a culpable breach of a material contractual obligation which is not remedied despite the setting of a reasonable grace period in writing by the other party.
8.6. Any termination must be made in writing, whereby transmission of the termination by email or fax is possible in accordance with the formal requirements.
8.7. Upon termination taking effect, all temporarily granted rights of use (subscription licenses) to IDAT and third-party components shall expire. From this point on, the customer is prohibited from using the software products and third-party components provided. The customer is obligated to permanently delete all software from their systems upon termination of the licensing period. A tacit renewal of the license agreement through continued use of the licenses after termination is excluded. Any use of software after the expiry of the granted license shall be deemed a violation of the intellectual property rights of the rights holder and will be prosecuted. Further claims for damages are expressly reserved.
If security measures (e.g., USB dongle) for using the software components have been provided to the customer, these must IDAT to IDAT or sent back by insured mail within 10 days of the termination taking effect.
Permanent rights of use (purchase licenses) can only IDAT by IDAT through extraordinary termination if the customer misuses the granted right of use and IDAT causes IDAT direct or indirect damage (e.g., through lost license fees from third parties). Temporary or permanent cessation of use does not release the customer from their obligations under the license agreement or these General Terms and Conditions. A refund of license fees paid or a subsequent license exchange is excluded.
8.8. The parties agree that the customer may not sell, lease, or otherwise make available to third parties any permanent or temporary right of use. Each license is issued personally to the respective customer and is non-transferable.
9. Confidentiality
9.1. The parties agree that confidential information and/or trade secrets may be exchanged within the scope of their existing business relationship. Confidential information within the meaning of this section is any non-public information which, due to its content or nature, or the manner in which it is disclosed, is to be regarded as confidential by a conscientious recipient. This includes, among other things, prices, development information, terms and conditions, software architecture, source code, know-how, designs, methods, financial information, customer information, or error reports. In case of doubt as to whether information is confidential, the information provider shall be consulted.
9.2. Information shall not be considered confidential if (i) it was demonstrably already known to the recipient prior to disclosure by the disclosing party, (ii) it was developed by the recipient independently of the disclosing party or its information, (iii) it originates from a third party who is not bound to secrecy, or (iv) it was independently disclosed to the public by the disclosing party.
9.3. The recipient of the information is only entitled to use confidential information for the fulfillment of their contractual obligations. Any other use is prohibited. They are entitled, to the extent necessary, to disclose the information to those of their employees or representatives who have a business interest in knowing it for the purpose of fulfilling the contract. The respective recipients must be instructed about the confidentiality of the information.
9.4. The recipient of the information shall ensure that the confidentiality of the confidential information received from the provider of the information is maintained with at least the same care as that accorded to its own confidential information. However, this shall not fall below a reasonable minimum level.
9.5. All disclosed confidential information remains the (intellectual) property of the respective information provider. The information provider assumes no guarantee or liability for the correctness and accuracy of the disclosed confidential information.
9.6. The parties undertake to return any confidential information provided to them to the respective information provider after termination of their business relationship, in compliance with statutory retention obligations, or to irretrievably delete such information and provide the information provider with written confirmation thereof.
9.7. The parties' confidentiality obligations with regard to confidential information shall apply for a period of at least five years from the date of disclosure and shall expressly survive any termination or expiration of the agreement concluded between the parties.
10. Intellectual property rights
10.1. All products, documentation, or information provided to the customer are the intellectual property of IDAT (in the case of third-party components) its licensors. The term "intellectual property" is to be understood in a broad sense and includes all intellectual property rights, such as property rights, inventor's and copyrights, patents, patent applications, know-how, processes, methods, manufacturing methods, source code, constructions and designs, trademarks, signs, data, and computer software. The customer acknowledges that the products, documentation, or information provided are protected by copyright, property rights, patent rights, trademark rights, and reproduction rights of the respective rights holders and that no transfer of such rights takes place as a result of the contractual relationship between the parties. Products, documentation, and information are provided for use only and are not sold to the customer, so that no transfer of ownership to the customer takes place unless this is expressly stipulated in the offer or in the written contractual agreement between IDAT the customer.
10.2. The source code of software products provided is a trade secret of IDAT the respective rights holder and is not part of the underlying license agreement. Subject to express legal exceptions, the customer is strictly prohibited from decompiling the source code of software products provided, as well as from modifying the products provided, creating parallel products, modifications, or new/own versions of the products.
10.3. The customer is also prohibited from removing, covering, or obscuring copyright notices in products, documentation, or information. Any permissible copy of products, documentation, or information must bear the same copyright and property rights notices that appear in/on the originals.
10.4. The customer shall refrain from claiming any intellectual property rights of IDAT its licensors for themselves and shall provide IDAT with IDAT support it may require in asserting intellectual property rights against third parties.
10.5. Unless otherwise agreed in the offer, the customer grants IDAT a limited, revocable, non-exclusive, non-transferable, and free license to use its company logo IDAT purpose of presenting reference customers on the IDAT IDAT the licensing period of a software product. The customer agrees IDAT as a reference customer for IDAT . This includes IDAT right IDAT list the licensee and its logo as a reference on its websites and to name it as such in negotiations with new customers. Furthermore, the customer agrees, after prior consultation, to demonstrate IDAT implemented solution to potential new customers of IDAT on site, provided that this does not disrupt the customer's production processes or disclose trade secrets.
11. Data protection
11.1. The parties undertake to comply with the applicable data protection regulations with regard to the information they collect, process, and make available. The respective data protection declarations of the parties shall also apply accordingly.
11.2. With regard to the processing of personal information within the scope of the business relationship between the parties, the relevant provisions of the GDPR, the BDSG, and other country-specific standards shall apply in addition to the parties' privacy policies.
11.3. The parties shall store and process the personal information provided in connection with the contract and the ongoing business relationship between the parties in accordance with Art. 6 (1) b) GDPR for as long as it is necessary for the performance of the contract. Personal information that is no longer required shall be irretrievably deleted or rendered unusable by the parties after the expiry of any statutory retention periods.
11.4. The parties undertake to take all technical and organizational measures to ensure the integrity, availability, and confidentiality of data and to prevent access by unauthorized third parties.
11.5. For third-party components, the privacy policies of the respective manufacturers/licensors apply, which are accepted by the customer when the components are put into operation.
11.6. IDAT , Pfnorstraße 10, 64293 Darmstadt, Germany, is the entity responsible for data processing on behalf IDAT. The IDAT data protection officer can be IDAT at the above address or atidat.
12. Export
12.1. IDAT international sanctions, embargoes, and export guidelines in the course of its business activities, in particular the European Union's Common Foreign and Security Policy (CFSP) and the US Specially Designated Nationals and Blocked Persons List (SDN). Accordingly, IDAT maintain IDAT business relationships with companies or individuals in embargoed countries (Iran, Crimea, Syria, North Korea, Cuba) or with those who, according to the aforementioned sanctions lists, may not be supplied. Similarly, software products IDAT by IDAT may not be used in embargoed countries or by internationally sanctioned companies or individuals. IDAT to check existing and new customers using professional screening solutions. Furthermore, IDAT expects the customer to respect the same or even more extensive export guidelines and laws within the framework of applicable law in all cases and at all times.
12.2. Any applicability of embargoes or sanctions to existing IDAT customers IDAT a case of permanent impossibility of performance due to force majeure, on the basis of which IDAT is IDAT IDAT terminate the business relationship immediately and without incurring any claims for damages against IDAT .
13. Continuation of individual provisions
The provisions of Sections 7, 8.7, 9, 10, and 11, as well as those provisions of these General Terms and Conditions which, due to their regulatory content, are intended or suitable to do so, shall survive the termination of the underlying contracts and these General Terms and Conditions.
14. Force majeure
14.1. If one of the parties is prevented from performing its contractual obligations due to force majeure, that party shall not be in default and its obligation to perform or perform on time shall be automatically suspended for the duration of the force majeure. Section 12.2 shall apply accordingly.
14.2. However, force majeure cannot be invoked in relation to a party's obligation to make contractual payments to the other party.
14.3. Examples of force majeure include, in particular: natural disasters, war, hostile acts, civil unrest, strikes, lockouts, riots, terrorism, revolution, fire, explosives, radiation, radioactivity, earthquakes, lightning strikes, hail, epidemics, pandemics, and other states of emergency.
14.4. In the event of force majeure, the parties are required to inform the other party of this circumstance without undue delay and to fulfill their obligations under the contract as far as possible and to avert negative consequences for the other party to the best of their ability.
14.5. If one of the parties is prevented from performing its contractual obligations for a period of more than three months due to force majeure, the other party shall be entitled to terminate the contract for good cause.
15. Beta software
15.1. Beta software is provided solely for non-commercial testing, evaluation, and feedback purposes. It is a preliminary version that may contain bugs, incomplete features, and other issues. Beta software is not intended for use in production environments or with real, sensitive, or personal data. The use of beta software in production environments and/or with real customer data is at the tester's own and exclusive risk.
15.2. Beta software is provided "as is" without any express, implied, or statutory warranty. The licensor expressly disclaims all warranties, including, but not limited to:
- Errors in the beta software
- Marketability
- Suitability for a specific purpose
- Accuracy or completeness of the information
- Non-infringement of third-party rights
- Compatibility with hardware or other software
The licensor does not guarantee that the beta software is error-free, uninterrupted, or secure, or that it will meet the tester's expectations or requirements.
15.3. The tester acknowledges and agrees that use of the beta software is entirely at their own risk. The tester is solely responsible for implementing appropriate protective measures, including data backups, system isolation, and the use of anonymized or synthetic test data. The licensor expressly advises against using the beta software with real customer data or in environments where failure could result in damage or loss. Accordingly, the tester agrees to indemnify the licensor, its affiliates, officers, employees, and agents from all claims, liabilities, damages, losses, and expenses (including reasonable attorneys' fees) arising out of or in connection with the following:
- the use or misuse of the beta software by the tester
- Violations of this disclaimer
- Violations of applicable laws or the rights of third parties.
15.4. The Licensor is not obligated to provide technical support, updates, bug fixes, or future versions of the Beta Software. The Licensor may modify, suspend, or discontinue the Beta Software at any time without prior notice.
16. General information
16.1. Any assignment of rights and obligations arising from the contractual relationship (including these GTC) between the parties to third parties is excluded without the consent of the other party. Exceptions to this are assignments to affiliated companies within the meaning of Section 15 of the German Stock Corporation Act (AktG), as well as transfers in the course of a transfer of operations or universal succession.
16.2. Offsetting against claims of IDAT only permissible by means of undisputed and legally established claims of the customer.
16.3. IDAT entitled to amend these General Terms and Conditions with future effect, provided that there is an objective reason for doing so, the amendment is objectively reasonable for the customer, and the contractual equivalence ratio does not change significantly. IDAT notify the customer of any changes in writing with a notice period of 6 weeks before the planned effective date. The customer may object to these changes in writing before they take effect. Otherwise, the change shall be deemed accepted. In the event of an objection, the contractual relationship shall initially remain in place under unchanged conditions and may be terminated by either party at the end of the current licensing period, subject to the notice periods. The right of both parties to extraordinary termination remains unaffected. Any further changes and additions to the contractual agreements between the parties must always be made in writing and signed by the legal representatives of the parties. This also applies in particular to changes to this written form requirement.
16.4. The parties agree to discuss and resolve any misunderstandings, disputes, or mutual claims that may arise through mutual exchange between the parties in the spirit of successful cooperation. If this proves unsuccessful, both parties are entitled to take legal action.
16.5. The entire business relationship between the parties (including these General Terms and Conditions) shall be governed exclusively by the laws of the Federal Republic of Germany, excluding the UN Convention on Contracts for the International Sale of Goods (CISG). The agreed exclusive place of jurisdiction is Darmstadt, Germany.
16.6. The place of performance and fulfillment for all services under these GTC or a license agreement between the parties is always the registered office of IDAT.
16.7. Should individual provisions (or parts of provisions) of the contracts concluded between the parties on the basis of these GTC be invalid or unenforceable, this shall not affect the validity and enforceability of the remaining provisions (or parts of provisions). Instead, the invalid or unenforceable provisions (or parts thereof) shall be replaced by the parties or, if necessary, by the competent court with valid and enforceable provisions (or parts thereof) that most closely reflect the original intention of the parties when drafting the invalid or unenforceable provisions (or parts thereof) in legal and economic terms.
16.8. The headings used in these General Terms and Conditions are for clarity purposes only and may not be used for interpretation purposes. If these General Terms and Conditions are available in two languages, the German version shall be binding in case of doubt or contradiction.
16.9. These GTC constitute the legal basis for all contracts or contractual components concluded between the parties and apply subject to any other written contractual agreements between the parties. The principle of specificity applies, whereby the most recent agreement relating to the same circumstance takes precedence. By signing an offer, the customer acknowledges that they have read, understood, and unreservedly accepted these IDAT as an integral part of the contract.
