As of January 2026
These license terms (hereinafter alsoreferred to asthe“License Agreement”) apply to software products developed by IDAT GmbH, Pfnorstraße 10, 64283 Darmstadt (the“Licensor,”also referred to as “IDAT” in the General Terms and Conditions), as well as to software products distributed by the Licensor, and take effect upon delivery of the software products (the “Effective Date”) by the Licensor. The Licensor and the Licensee are each a“Party”to this License Agreement and are collectively referred to as the “Parties.”
The Licensor reserves the right to apply these license terms retroactively to the continued licensing of its products starting from the next licensing period (also referred to as the “Contract Date”), provided that it has made these license terms available to the Licensee in writing prior to the start of the new licensing period and the Licensee continues to use the license without terminating it.
The licensor is an IT company that develops, sells, and resells software solutions for the construction industry. It also acts as an authorized reseller of third-party software products, some of which are integral components of the licensor's solutions.
The licensee is a manufacturing company or a craft business and intends to use the licensor's software for its business purposes and manufacturing processes.
This license agreement (including its current and future appendices) is based on the offer negotiated between the parties, as well as the current version of the General Terms and Conditions of IDAT , which form an integral part of this license agreement and together constitute the contractual basis of the business relationship between the parties.
1. Right of Use (License)
1.1. Temporary Usage Rights (Subscription Licenses)
In the event that the offer provides for the grant of temporary usage rights (subscription licenses) to software products of the Licensor or its own licensors, the Licensor grants the Licensee, effective as of the contract date, a simple, limited, time-limited, non-exclusive, and non-transferable right of use to the software products specified in the offer (the“Software”) together with user documentation.
1.2. Perpetual licenses (purchase licenses)
In the event that the offer provides for the grant of perpetual rights of use (purchase licenses) to software products of the Licensor or its own licensors, the Licensor grants the Licensee, effective as of the date of the agreement, a simple, limited, perpetual, non-exclusive, and non-transferable right to use the software specified in the offer, together with the user documentation.
1.3. In the cases described in Sections 1.1 and 1.2, the Licensee is authorized, in accordance with the signed offer, to use the Software for a limited number of installations or for a limited number of users during the license term for its own business purposes. In this regard, the number of installations or users may under no circumstances exceed the number specified in the offer without the corresponding license being extended.
1.4. The Software shall be deemed to have been deployed by the Licensee as soon as it is delivered to the Licensee with a valid license key. Use of the Software on a server is not permitted for the purpose of making the Software’s functionalities available to third parties (e.g., in the form of “Software as a Service (SaaS)”). This does not apply to authorized use by affiliated companies within the meaning of Sections 15 et seq. of the German Stock Corporation Act (AktG), provided that such use remains within the agreed user/installation limits and is expressly included in the offer. Likewise, the granted license does not include any right to resell, sublicense, or distribute the Software or the license itself.
1.5. Under this Agreement, the software is provided to the Licensee exclusively in object code.
1.6. The software may be based in part on third-party software that is lawfully used and licensed for this purpose (“white-labeling”), as well as on the Licensor’s own technical developments and adaptations. Upon request, the Licensor shall provide the Licensee with a list of components, including the applicable third-party license terms. In the event of a conflict, mandatory third-party terms shall prevail. For open-source components, the relevant license texts and, if applicable, source code will be provided upon request.
Unless otherwise specified in the offer, the granted right of use is limited geographically to a specific territory. Otherwise, the right of use applies worldwide. In this regard, Section 12 (Export) of the IDAT Terms and Conditions must be observed.
1.7. The software is provided electronically by sending the license key and/or making a download available; the transfer of risk and the place of performance are the licensor’s registered office at the time of provision. Minor defects entitle the recipient to accept the software with reservation; the rights arising from defects remain unaffected. In the case of electronic delivery, there is no transfer of risk under property law; in all other respects, the statutory provisions apply.
1.8. Upon request, the Licensor may offer the Licensee the option to convert existing temporary usage rights (3-month or 12-month subscription licenses) for certain software products within a period of 24 months from the date of transfer to the Licensee (see Section 1.4) into permanent usage rights (purchase licenses), so that the relevant provisions regarding purchase licenses apply from the date of conversion (“Subsequent License Conversion”). Upon request, the Licensor shall prepare a corresponding conversion offer in accordance with the conversion terms described in more detail in Section 2 of this Agreement. Conversion after the expiration of this 24-month period is excluded. Such a “Subsequent License Conversion” is not available for all license or software product types.
1.9. Alternatively, the Licensor may also offer the Licensee the option of a “subscription purchase” of licenses, provided that this was expressly agreed upon in the offer at the start of the license term and is available for the respective license or software product type. A subscription purchase allows the Licensee to license the corresponding IDAT software products on a monthly basis for a minimum term of 36 months from the date of delivery under subscription purchase terms. Upon expiration of this minimum term and upon receipt of the final monthly license fee payment from the Licensee, the relevant subscription licenses automatically convert into perpetual usage rights(purchase licenses), so that from this point on, only annual maintenance fees according to the then-current IDAT price list will apply, provided the licensee wishes to continue receiving software maintenance services. Such a subscription purchase is not available for all license or software product types.
2. License fees
2.1. The software specified in the offer and the appendices to this license agreement becomes available for use upon delivery to the licensee (see Section 1.4), at which point license fees become due and payable to the licensor.
Depending on the terms of the offer, these payments are either recurring on a monthly, quarterly, or annual basis (subscription licenses) or one-time payments (purchase licenses). Similarly, if agreed upon, the maintenance fees listed in the offer are due; in the case of subscription licenses, these fees are already included in the subscription license fees.
2.2. In the event of a “retroactive license conversion” as described and agreed upon in Section 1.8 of this License Agreement, “Subsequent License Conversion” of subscription licenses into purchase licenses within 24 months of the transfer of the licenses to the Licensee, the Licensor shall credit 60% of the subscription license fees paid to it up to that point against the license purchase price then due. Both the resulting license purchase price and the credited subscription license fees will be itemized by the Licensor in the respective conversion offer, as will the subsequent recurring fees for support and maintenance services provided by the Licensor. A “retroactive license conversion” of 1-month subscription licenses is generally not possible.
2.3. In the case of a subscription purchase as described in Section 1.9 of this License Agreement, the software usage rights previously granted as monthly subscription licenses shall convert into perpetual usage rights upon expiration of the defined 36-month term, such that no further recurring license fees are owed for these licenses thereafter, but a separate maintenance agreement is required for the continued receipt of support and maintenance services. Full reference is made to the additional terms and conditions of Section 1.9.
2.4. Unless otherwise specified in the offer, payment of all license fees and maintenance fees shall be governed by the General Terms and Conditions of IDAT GmbH, as amended from time to time.
3. Technical Support and Software Maintenance
3.1. The Licensor shall provide the Licensee with first-level technical support for the Software, covering both components developed in-house and third-party components of the Software, in accordance with the “Technical Support” appendix to this License Agreement, provided that the Licensee has paid the maintenance fee specified in the offer to the Licensor.
In the case of subscription licenses, the recurring license fee stated in the offer already includes the corresponding maintenance fee for entitlement to receive support and maintenance services within the license term. Provided that and as long as this recurring license fee is paid continuously by the licensee, the licensee is entitled to submit support requests relating to the software and to receive the maintenance services (e.g., updates, upgrades, bug fixes) described in the appendix to this license agreement from the licensor.
Remuneration for purchase licenses (permanent rights of use) includes support and maintenance services provided by the licensor for a period of 12 consecutive months from the date of transfer to the licensee (see Section 1.4). In the event that support and maintenance services have not been extended, support and maintenance services provided by the licensor shall be remunerated separately in accordance with the rates applicable at that time.
Support and maintenance periods for purchased licenses are automatically extended for an additional 12 months at the license expiration date, subject to a fee, unless the license is canceled in writing (email, mail, fax) at least 2 months prior to the expiration date. At the time of renewal, the Licensor is entitled to payment of the maintenance fee in advance for the coming 12 months.
3.2. The Licensor shall provide support and maintenance services for third-party components to the extent technically feasible. If the Licensor is unable to adequately address a request for technical support regarding a third-party component, it shall escalate the request to the relevant third-party provider for resolution. Upon request, the Licensee’s contact information may be provided to the third-party provider to enable a direct response to the inquiry between the third-party provider and the Licensee. Such disclosure is made on the basis of a data processing agreement pursuant to Art. 28 GDPR and/or for the performance of the contract (Art. 6(1)(b)/(f) GDPR).
Since the Licensor may rely on information provided by the respective third-party vendor regarding support for third-party components, response times may vary accordingly. Please refer in full to the “Technical Support” appendix, which is attached to this License Agreement as an integral part thereof.
3.3. The Licensor shall provide the Licensee, subject to availability, with updates, upgrades, bug fixes, and revisions to the Software that it releases during the license term. However, the Licensor is under no obligation to offer such updates, upgrades, or general revisions. During the term of ongoing maintenance or subscription, however, the Licensor will provide security and bug fix updates; feature upgrades will be provided in accordance with product policy.
However, to the extent that the Licensor releases updates, upgrades, bug fixes, and revisions, the Licensee is required to incorporate these into its installation in order to ensure ongoing support and the security of the systems in use, as well as to enable the Licensor to provide technical support. The Licensee shall implement security patches immediately, at the latest within 10 business days. Non-critical updates shall be implemented within a reasonable period (e.g., 60 days). Liability is excluded only to the extent that damage is causally attributable to the failure to implement such updates. Statutory liability for intent and gross negligence, as well as for damages resulting from injury to life, limb, or health, remains unaffected.
4. Professional Services
Any further development work by the Licensor that goes beyond the licensing or services described in the order may, upon a corresponding request by the Licensee, be agreed upon separately as additional services (“Professional Services”) and billed on a time-and-materials basis. The special provisions applicable to Professional Services are set forth in the “Professional Services” appendix to this Agreement and are also based on the General Terms and Conditions of IDAT GmbH. Any subsequent orders for Professional Services are also based on these provisions and will be invoiced to and provided to the Licensee on the basis of a separate offer and, if applicable, a statement of work.
5. Contract Term
The term of this License Agreement begins on the effective date specified on page 1 of this Agreement and remains in effect for the parties until the expiration of the last software license granted under this Agreement and the Terms and Conditions (the“Term”).
Unless otherwise specified in the offer between the parties, subscription licenses have a product-dependent minimum licensing period of either one, three, or twelve months from the date of transfer to the licensee in accordance with the licensor's underlying terms and conditions (see Section 1.4.), which is automatically renewed for the same period on each respective expiry date until the licenses are terminated.
With regard to purchase licenses, the term of this license agreement is indefinite. This license agreement and the underlying terms and conditions of the licensor shall remain in effect between the parties for as long as the licensee uses the software covered by the agreement. Even if the licensee temporarily or permanently ceases to use the software, the provisions of this license agreement shall remain in force and the parties shall not be released from their respective contractual obligations.
6.Contractual arrangement
6.1. The contractual relationship between the parties is based on the following complementary documents:
o Offer
o License agreement and appendices
o Terms and Conditions of IDAT
The principle of specialty applies here, meaning that in the event of any discrepancies, the offer takes precedence over the license agreement, and the license agreement, in turn, takes precedence over the General Terms and Conditions. The three aforementioned components of the contract constitute the entire contractual relationship between the parties. Unless expressly noted in writing in the offer, no collateral agreements have been made. However, individually negotiated collateral agreements shall take precedence provided they are in writing and have been legally signed by both parties. This exclusion applies exclusively to the Licensee’s pre-formulated terms and conditions of purchase.
6.2. By signing the offer and/or the license agreement, the Licensee expressly acknowledges that the General Terms and Conditions of IDAT GmbH form an integral part of the contract.
6.3. By signing this agreement, the signatories confirm that they are legally or contractually authorized to make legally binding declarations of intent for and on behalf of the companies involved. In case of doubt, the parties shall immediately seek authorization in accordance with § 177 of the German Civil Code (BGB).
End of License Terms
Attachments:
- Technical support
- Professional Services
1. The special provisions set forth in this Annex regarding the provision of technical support are fully governed by the underlying IDAT License Agreement (the “License Agreement”) and the General Terms and Conditions of IDAT GmbH (the“GTC”).
2. Pursuant to Section 3 of the License Agreement, the Licensor shall provide the Licensee with first-level technical support, provided that the Licensee has paid the Licensor the applicable maintenance fee (see, in particular, Section 5.5 of the IDAT Terms and Conditions). The provision of support services is governed primarily by the terms of the offer, the License Agreement, and the IDAT Terms and Conditions, unless otherwise explicitly agreed in writing. In the absence of an existing maintenance agreement or a current maintenance period, support and maintenance services provided by the Licensor must be paid for separately at the then-applicable rates.
3. The Licensee may contact the Licensor’s technical support team via email at www.idat.de/online-support for specific issues; support is available during the Licensor’s regular business hours (Mon–Fri, 9:00 a.m.–5:00 p.m., excluding public holidays in Hesse and Germany).
Once a request has been submitted to the licensor’s technical support team, the team will confirm receipt of the request as soon as possible via email or, if necessary, by phone, and will then work to resolve the issue. The processing time may vary depending on the technical complexity of the request and also depends on whether a third-party provider needs to be consulted to address the request.
4. The Licensee shall initially assign a priority level to each support request in accordance with the following matrix; the Licensor may then adjust this priority level as necessary during the course of providing support.
urgency level
Description
Level 1
A key component of the software, or the software itself, is not functioning or is unresponsive, making it impossible to use and preventing dependent production processes from running.
Level 2
The software itself works and/or responds to user input, but a component or feature is unavailable, preventing certain processes from running.
The software is malfunctioning by producing incorrect results.
Level 3
The software is working properly, but I have questions about its application, use, setup, installation, etc.
Depending on the urgency level selected and, if necessary, adjusted by the licensor, the licensor will then take the necessary measures and allocate resources to resolve the request. As soon as the licensor provides a solution or workaround for the problem described, the request will be formally closed or, if necessary, the urgency will be reclassified by the licensor via email.
5. If the licensee does not agree with the processing, closure, or reclassification of the submitted request, they may escalate the matter to support-eskalation@idat.de.
6. The Licensor’s technical support is limited to providing technical assistance to the Licensee regarding the software components and functionalities that have been ordered and delivered. Customizations, further developments, migrations, update installations, and general developments (e.g., feature requests) are not covered by technical support and may, if necessary, be agreed upon separately with the Licensor as Professional Services (see Appendix: Professional Services). The setup, maintenance, upkeep, and repair of the Licensee’s underlying technical infrastructure are also expressly excluded from the Licensor’s support services and are the sole responsibility of the Licensee, who must ensure, at its own expense and under its own responsibility, that its technical infrastructure always meets or exceeds the minimum requirements of the software products.
7. Before and during the provision of technical support, the Licensee shall ensure that all data has been properly stored and backed up (e.g., through separate backups). The Licensor is under no obligation to back up data prior to the commencement of technical support services. During the provision of technical support, it may be necessary to shut down the system. The Licensee shall ensure that this does not disrupt production processes. The Licensor’s liability is governed by the general liability clause, under which there is no limitation of liability for intentional acts or gross negligence, nor for damages resulting from injury to life, limb, or health. In cases of simple negligence, however, liability is limited to foreseeable damages typical for this type of contract in the event of a breach of material obligations.
8. Unless otherwise specified in this Addendum or in a relevant offer, the provisions of the License Agreement and the IDAT Terms and Conditions shall apply in full to the provision of technical support. By signing the License Agreement, the parties expressly agree to the provisions of this Addendum and the IDAT Terms and Conditions as integral parts of the contractual relationship between the parties.
The special provisions set forth in this Annex regarding the provision of Professional Services are fully based on an underlying offer, the IDAT License Agreement (the“License Agreement”), and the General Terms and Conditions of IDAT GmbH, which constitute an integral part of the business relationship between the parties.
1. Additional Services
In addition to the licensing of the software by the Licensor under the License Agreement, it is also possible to commission additional customized services (“hereinafter referred to as‘Professional Services’”) from the Licensor by means of an order or a separate written offer (also referred to in this Appendix as the“Service Offer”), together with a detailed description of services (the“Service Description”).
When providing Professional Services, the Licensor is bound by the specifications and objectives set forth in the relevant service proposal and its scope of work, and will adhere to them to the extent commercially reasonable.
The licensor warrants that Professional Services will always be provided in accordance with the applicable technical standards.
To agree on professional services, the parties shall draw up and sign a service description for the service offer, which details the objectives, expectations, time frame, and costs of the professional services. Without a signed service offer and service description, the licensor is under no obligation to provide professional services. For this reason, the information, specifications, and scope of services detailed in the service offer and its service description are binding on the parties with regard to the configuration or implementation of service results. It is the licensee's responsibility to clearly communicate all necessary and expected functionalities in advance so that they are noted in the service description. The licensor is only obligated to provide the specifications and functionalities listed in the service description. Any expectations of the licensee that go beyond this are in no way part of the contract or part of the service owed. Deadlines associated with the transmission of specifications must be strictly adhered to by the licensee in order not to delay the provision of the service results.
Each service offer or service description for professional services automatically refers to the special provisions of this appendix, the underlying license agreement, and the General Terms and Conditions of IDAT , unless expressly agreed otherwise in the service offer.
2. Changes to services
If, during the provision of Professional Services, changes or additions to the Professional Services to be provided and the associated service fees are agreed upon, these shall be set forth in detail in an addendum to the Service Offer and incorporated into it upon mutual signature. Service fees for services already provided by the Licensor that may become obsolete as a result shall not be refunded.
3. Expanded obligations of the licensee to cooperate
In addition to the general obligations to cooperate on the part of the Licensee as set forth in the License Agreement and the IDAT Terms and Conditions, further specific obligations to cooperate apply in the event that the Licensor provides Professional Services; these obligations are intended to enable the Licensor to provide Professional Services to the agreed extent and within the agreed timeframe. In addition to the (free-of-charge) provision of equipment, data, computer systems, testing facilities, and workstations, this may also include the assignment of specialized employees of the Licensee whose specific expertise is necessary to achieve the objectives. The Licensor shall not be liable for poor performance or non-performance of the Professional Services resulting from a breach of the Licensee’s obligations to cooperate.
4. Acceptance
The Licensor shall notify the Licensee in writing (including, for example, by email) of the completion of the respective Professional Services or their agreed milestones and shall make the deliverables available to the Licensee for acceptance. As of the documented date of provision (“Delivery Date”), the Licensee is responsible for reviewing the delivered results within a period of 14 calendar days and thoroughly verifying whether the objectives set forth in writing in the signed Service Offer and the Service Description have been achieved.
Provided that the performance results meet the targets set forth in the Statement of Work, the Licensee shall confirm acceptance to the Licensor in writing (e.g., by email) within the aforementioned period.
If the Licensee believes that the performance targets set for Professional Services have not been met, the Licensee is required to submit to the Licensor, within 14 calendar days of the delivery date, a detailed report of the defective or missing functionalities in the deliverables, referencing the Statement of Work (“Defect Report”).
To the extent that the error report correctly refers to parts of the deliverables included in the service offering and the statement of work, the Licensor shall then have an additional 14 calendar days to remedy the defective or missing functionalities of the deliverables.
Following the corresponding subsequent delivery, the Licensee has an additional 7 calendar days to retest the corrected performance results. This delivery and testing cycle is repeated until acceptance is granted. Acceptance may be granted either through a written and signed acceptance report from the Licensee or automatically if the Licensee fails to submit a defect report within the aforementioned deadlines. Such a deemed acceptance presupposes readiness for acceptance and occurs only if no qualified error report regarding the agreed specifications is received within the deadlines. Error reports or parts thereof that relate to performance results not required do not trigger a new delivery and testing cycle or postpone acceptance.
Furthermore, even without an express declaration of acceptance, the service results shall be deemed to have been accepted by the licensee as soon as the licensee uses the service results for purposes other than testing (e.g., in its production environment).
5.Service fees
The Licensee shall pay the Licensor the service fees for Professional Services listed and accepted in the relevant Service Offer. Unless otherwise agreed in the Service Offer, 70% of the service fees are due in advance upon signing the order, and 30% upon acceptance (see Section 4 above).
In addition, any reasonable travel expenses and other fees that may have become necessary and that were directly related to the provision of services shall be included. Unless otherwise expressly agreed in writing by the parties, the payment terms set forth in the IDAT Terms and Conditions shall apply.
All fees stated by the licensor are net fees, plus all applicable taxes and duties of any kind. Please refer in full to the underlying IDAT Terms and Conditions.
6. Rights to Project Deliverables
Section 10 of the IDAT Terms and Conditions generally applies to the deliverables of Professional Services as well. Unless otherwise expressly agreed by the parties in the Service Proposal, all intellectual property rights in the deliverables, developments, inventions, technology, and source code of the deliverables shall remain with the Licensor and its own licensors. The Licensee is granted only a limited right of use to the deliverables in accordance with the provisions of the License Agreement.
7. Termination and Suspension
If the Licensee defaults on one or more of its obligations under the License Agreement or this Annex, the Licensor shall be entitled to suspend the provision of Professional Services and the delivery of the corresponding deliverables until the breach has been remedied. Such a suspension shall not constitute a delay in delivery on the part of the Licensor. Rather, all delivery deadlines shall be automatically extended by the duration of a permissible suspension, provided that the suspension is causally attributable to a breach of obligation by the Licensee. The Licensor shall promptly notify the Licensee of the suspension and any new deadlines.
Professional Services may be terminated in writing by either party during the period of service provision. In the event of such termination by the Licensee, the Licensee shall pay the Licensor those portions of the service fees and expenses for services that have already been rendered or for which extensive preparatory work has already been performed up to the date of termination.
8. Reference to the License Agreement and Terms and Conditions
Unless otherwise specified in this Addendum or in a relevant service offering, the provisions of the License Agreement and the IDAT Terms and Conditions shall apply in full to the provision of Professional Services. By signing the License Agreement, the parties expressly agree to the provisions of this Addendum and the IDAT Terms and Conditions as integral parts of the contractual relationship between the parties.
