GENERAL TERMS AND CONDITIONS

IDAT GMBH

Version: July 2020

 

1. Applicability

Unless set forth to the contrary in a separate written agreement between the Parties, these general terms and conditions (“AGB” or “IDAT AGB”) are the sole and exclusive legal basis of all offers (the “Offer Documents”), deliveries and services of IDAT GmbH, Pfnorstraße 10, 64293 Darmstadt / Deutschland (referred to as “IDAT” herein, also referred to as “Licensor” in IDAT Offer Documents and License Agreement), together with the corresponding Offer Documents and the License Agreement (the “License Agreement”).

These AGB further apply to all future commercial and contractual relationships between IDAT and the customer (the “Customer”, also referred to as “Licensee” in IDAT offers and license agreements), even if no separate express reference is made therein. Both, IDAT and the Customer may also individually be referred to as a “Party” to these AGB or a license agreement, collectively as the “Parties”). Alternative Customer or third-party terms and conditions or delivery terms are not accepted and hereby mutually disclaimed, even if such alternative terms and conditions or delivery terms contain a similar disclaimer. By signing the offer form and thereby at the same time accepting these AGB, Customer acknowledges without any reservations that the exclusive applicability of these IDAT AGB is an integral element of the established commercial relationship between the Parties for IDAT, which IDAT, as the service provider, would not have entered into without this exclusivity.

2. Establishment of a contractual relationship

 The contractual relationship between IDAT and the Customer is finally established between the Parties by mutually signing all relevant contractual documents on basis of these AGB. These documents include the individual IDAT offer as well as the additional License Agreement including its Annexes. All signed contractual documents need to be sent to IDAT in two original copies. Only upon IDAT’s receipt of all signed original copies and upon IDAT’s countersignature, the contract is legally considered as established and binding. Accordingly, all IDAT offers are non-binding until legally countersigned by IDAT. Alternatively, the first delivery by IDAT is considered as an acceptance of the received contractual documents signed by the Customer. IDAT reserves the right of making the received of signed contractual documents a precondition for the issuance of licenses or the performance of services.

3. Subject of Contract / Deliverables

3.1. The subject of the contract as well as the contractual deliverables are defined in the corresponding Offer Document in connection with the License Agreement as well as the product documentation (if applicable). In the event, a software license is subject to the contractual relationship between the parties, such license comprises of a temporary or permanent right to use a specific software program in accordance to the terms of the respective offer and the License Agreement on the basis of these AGB as well as (if applicable) the product specific EULA, which will take precedence over the terms of these AGB in case of contradictions.

3.2. In the event a software license also contains third-party components, the applicable terms and conditions of the third party take precedence over the terms of these AGB with respect to the third-party component and the third party terms and conditions are accepted by the Customer as part of the contractual documents, either by signing the IDAT Offer Document or upon first usage of the third party components by the Customer, whichever occurs earlier.
3.3. In the event IDAT deliverables contain Professional Services, the specific provisions with respect to the provision of Professional Services (as annexed to and part of the License Agreement) apply next to these AGB.
4. Customer’s Duty to Collaborate

4.1. The Customer obligates himself to provide IDAT with true and accurate data, required to establish the contractual relationship and to keep such data up-to-date during the term of the contractual relationship at all times. Besides general contact data, this obligation specifically also refers to information, which is required to determine the exact requirements in respect to the configuration and implementation of software products. It is the Customer’s sole and exclusive responsibility to provide this detailed information in advance and in time, in order not to delay the delivery.

4.2. Furthermore, the Customer appoints a defined point of contact within its organization who is responsible for contract-related matters and who is available via phone and email.
4.3. The Customer will pay all applicable amounts due under the Parties’ contractual relationship to IDAT in due course in accordance to the terms of the mutually accepted Offer Document, the License Agreement as well as these AGB.
4.4. The Customer may only use the contractually licensed software within the limits of the granted license. All license-based limitations with respect to the duration and the license capabilities have to be respected at all times. Accordingly, using a software after the expiry of the corresponding license or on an amount of instances greater than the amount the license was granted for, is strictly prohibited.
4.5. As far as software products are protected by technical security means (such as passwords, USB Dongles, etc.), the Customer will make sure that these technical security means are kept under lock and key within the Customer’s organization and are only provided to those of its employees, who are entitled to using the software products. The Customer will immediately inform IDAT about any loss or other undesired disclosure of a technical security means to a third party in order to minimize the risk of license abuse or unlicensed use of the software by such third party. The Customer hereby indemnifies and holds IDAT harmless against any and all claims and damages, based on loss or other undesired disclosure of a technical security means. Accruing cost for a replacement of a technical security means will be borne by the Customer, based on the then-current IDAT standard rates.
4.6. The Customer is solely responsible for the legality and integrity of any data, processed by the Customer via the software. Customer will make sure to have received all necessary consents and approvals by data subjects for the processing of their personal data so collected and will set up its internal organization in a way to efficiently prevent loss, theft or other forms of disclosure of data. Routine data backups are in the Customer’s sole and exclusive responsibility in order to avoid any data loss and/or a loss of productivity. IDAT specifically disclaims any responsibility for the performance of data backups, including cases where support services are provided.
5. Fees / Payments

5.1. The Customer commits to pay to IDAT any accruing, recurring or one-time license/service fees as set forth in the corresponding Offer Document and License Agreement. As far as a Professional Services are a part of the contractual relationship between the Parties, those Professional Services are either included in the Offer Document or, upon the discretion of IDAT, set forth in a separate Offer Document.

5.2. Recurring Fees (Subscription Licenses)

Recurring fees e.g. for monthly, quarterly or annual software license subscriptions or service fees become due for payment in advance of the upcoming license / service term, based on the agreed duration of the license term and the license, product or service type. Upon the invoice date, those fees are usually received by IDAT via direct debit from Customer’s designated bank account, automatically. To facilitate this, the Customer needs to complete and sign the SEPA mandate together with the Offer Document, which will become an integral part of the underlying License Agreement. For the case that no direct debit arrangement has been set up between the Parties, recurring fees will be invoiced by IDAT in accordance to this section and all so issued invoices will be sent to the Customer via email.

IDAT reserves the right to change recurring fees at any time by giving the Customer prior written notice no later than 30 days before the end of the then current license term. In such case, the customer has the right to terminate the affected subscription licenses in accordance to the license termination provisions and in observation of the necessary notice periods in order to avoid being affected by the changed recurring fees. In the absence of a termination, the change of recurring license fees is considered accepted automatically by the Customer and the new recurring license fees will become applicable as of the start date of the following license term.

5.3. One-Time Fees (Purchase Licenses, Services)

Unless set forth to the contrary in the corresponding Offer Document, one-time fees, such as license fees for perpetual licenses or fees for Professional Services, are due for payment upon signature of the respective Offer Document. IDAT may invoice those fees separately from recurring fees and will send the corresponding invoices to the Customer via email or via postal mail (additional charges may apply) to the Customer’s registered address. IDAT reserves the right to make the delivery of software or services dependent on complete payment of all contractually owed fees.

5.4. Accruing fees for third party components, which are not integrated as integral parts of the delivered IDAT software products, will be charged separately.
5.5. Unless specifically set forth differently in the Offer Document, IDAT invoices are payable upon receipt with a payment term of 14 days from the invoice date. Payments need to be made in full without setoff or deductions to the IDAT bank account, set forth on the corresponding invoice. Prior to payment, Customer has the right and the obligation to inspect all invoices for accuracy and raise issues or complaints towards IDAT in written form. In the absence of a written dispute towards IDAT within the aforementioned 14 days payment term, the invoice is legally accepted by the Customer without reservations.
5.6. In the event, a non-commercial End-Customer is late with any payments, IDAT reserves the right to apply interest in an amount of five percent-points, numerically added to the then current base rate announced by the European Central Bank. For commercial Customers, the default late fee interest is 9% points, numerically added to the then current base rate announced by the European Central Bank, accordingly. The Parties agree that a separate notice of default by IDAT is not required. Accordingly, the Customer will be in default automatically upon the expiry of the given payment term. IDAT will book received payments in the order given by §§ 367,366 II BGB.

In the event the Customer’s payment is overdue for more than 30 calendar days and no written Customer dispute has been received by IDAT based on reasonable grounds, IDAT is entitled to temporarily or permanently block the software license used by the Customer until payment is received in full. This may make the Customer unable to use the software. Blocking the software does not relieve the Customer from its general obligation to remit the agreed recurring license or service fees.

5.7. In the event of a chargeback caused by the Customer or its bank or in the event of a failed direct debit charge, IDAT is entitled to apply liquidated damages in an amount of €25,00 per chargeback or attempted direct debit charge against the Customer. IDAT reserves the right to claim further compensation under applicable laws.
5.8. Unless set forth to the contrary in the Offer Document or the License Agreement, all fees listed or offered by IDAT are net fees, without any and all taxes, levies, charges or duties, which have to be exclusively borne by the Customer with the exception of taxes on IDAT income.

As far as withholding taxes apply to payments by the Customer, the Parties agree to increase the invoice amount automatically by the amount of the withholding tax with the effect that after remittance of the withholding tax to the tax authorities by the Customer, the originally invoiced amount will be transferred to IDAT. The customer will provide IDAT with proof of remittance of withholding taxes to the tax authorities, unprompted.

5.9. The customer expressly agrees and acknowledges without any reservations, that any and all payments made under the License Agreement or these AGB are final and can only be refunded if stipulated by the applicable law.
5.10.       Reasonable and necessary travel costs are charged by IDAT, separately. Unusual expenditures will be agreed upon between the Parties in advance in written form. Unless set forth to the contrary in the Offer Document, travel costs will be charged by IDAT at the end of a calendar month. IDAT uses sophisticated support tools and remote control applications in order to reduce necessary travel of its employees.
6. Warranties

6.1. The Customer commits to notify IDAT about any deficiencies or discrepancies in the delivered software products without undue delay in writing. The Customer will further provide to IDAT any required assistance in order to identify, locate and eliminate deficiencies or discrepancies and especially take any required action to ensure data security. IDAT is not responsible for any damages caused by a missing or delayed notification by the Customer.

6.2. It is hereby acknowledged, that based on current state-of-the-art technology, it is not possible to especially create software products in a way that these products work in any installation configuration or combination with other hard- and software systems without any issues, deficiencies, errors, downtimes or without the possibility of being manipulated by third parties. Accordingly, IDAT does not represent or warrant that the delivered software products will be fit for the Customer’s desired purpose or will work uninterrupted or error-free. Before signature of the Offer Document or License Agreement, the Customer had enough time and opportunity to diligently inspect the functionalities and processes of the software product.
6.3. IDAT warrants that it has the right to license the offered software products and third party components to the Customer. Furthermore, IDAT represents and warrants that the software products (including third party components) substantially conform with their current published user documentation  (user manuals) at the time of being provided to the Customer, if used under normal circumstances and within the necessary described infrastructure. Any deficiencies with respect to genuine IDAT software products will be remedied by IDAT in the course of the provision of technical support, unless such deficiencies are based upon an improper combination of software products with other hard or software by the Customer, which had not been preapproved by IDAT. Deficiencies of third-party components will be redirected to the respective third party in the course of the provision of technical support, if such support cannot be assumed by IDAT. In such case, the respective third party is responsible for the final remediation of the deficiency.
6.4. The warranty period for IDAT software is 12 months from the date, the software is made available to the customer by IDAT (see section 1.4 of the License Agreement). All other claims against IDAT based on the contractual relationship or otherwise are barred after 12 months from the date of their accrual, unless these claims are based on gross negligence, willful misconduct or a fraudulent concealment of a deficiency by IDAT.
6.5. Except for the specific representations and warranties made in this section and as far as legally permitted under the applicable law, IDAT disclaims any further representations or warranties of any kind with respect to the delivered software products or services.
7. Liability and Indemnity

7.1. With the exception of specific written contractual arrangements between the Parties in the Offer Document or the License Agreement or mandatory statutory requirements, IDAT exclusively accepts liability in accordance to the terms and provisions in this section.

7.2. The Parties’ liability for gross negligence, willful misconduct, bodily injury, under the product liability act as well as for violations of a duty of confidence under these AGB is unlimited.
7.3. For damages caused by acts of simple negligence, IDAT is only liable if damages are caused by a breach of a substantial contractual obligation (cardinal obligation), which the Customer could rely on. The amount of damages in this case is limited to the amount of foreseeable and typical damage. Save for the foregoing, IDAT’s liability for  all other damages caused by acts of simple negligence (including but not limited to consequential damages, indirect damages, loss of profit etc.) are hereby disclaimed to the maximum extent permitted by the applicable law.
7.4. As far as allowed under applicable law and / or provided by the terms of this section, the liability of IDAT for all causes of action in the aggregate is limited to the total value of the contract, which, in the event of one-time fees is based on their accumulated value and in the event of recurring fees is based on the accumulated value of all recurring fees within the timeframe of 12 months.
7.5. In the event of confirmed third-party claims for infringement of intellectual property rights, IDAT and its respective licensors will, at their cost and in their exclusive option and discretion, remediate the infringement either by acquiring a license to use the respective intellectual property from the third party, modify the delivered software product in a way that it does not infringe the third parties intellectual property or replace the delivered software product with a product of comparable functionality. In the event none of these remedies are available or commercially reasonable, IDAT has the right to terminate the underlying License Agreement with immediate effect while refunding the unused part of the license fee paid by the Customer. IDAT’s aforementioned liability for third party intellectual property rights violations however is excluded if the Customer is responsible for such violation due to changes in the software product made by the Customer, due to specially ordered customizations of the software or a combination of the software with third-party components not approved by IDAT. The Customer hereby expressly indemnifies and holds IDAT harmless from any related liability and damage.
7.6. The foregoing limitations and exclusions of liability apply to IDAT as well as to its employees, representatives, contractors or agents.
8. Term and Termination

8.1.  The term of the contractual relationship between the Parties is determined by the corresponding Offer Document in connection with the License Agreement.

8.2. In the event of the provision of perpetual licenses to IDAT software products, the term of the established contract including this AGB is unlimited and will remain in effect for as long as the software product is in use by the Customer.
8.3. In the event of the provision of timely limited licenses to IDAT software products (subscription licenses), the minimum term of the licenses is set forth in the Offer Document between the Parties, which subsequently tacitly renews upon its expiry date by the same term on a revolving basis, unless the subscription licenses are terminated by one of the Parties giving the other at least 30 days prior written notice before the end of the then-current license term.
8.4. If only Professional Services are subject to the agreement between the Parties, the contractual relationship will end upon the acceptance of the deliverables by the Customer and after the end of the agreed warranty period.
8.5. The Parties’ rights to terminate the contractual relationship for cause in accordance with the statutory provisions of the applicable law remains unaffected. “Cause” in this sense is especially given in the event of Customer’s nonpayment of due  amounts for more than 30 days or either Party’s material breach of its contractual obligations, which is not remedied within a reasonable timeframe upon being notified of the breach by the non-breaching Party in writing.
8.6. Any form of termination is required to be in writing to be effective, whereas a transmission of a termination by email or facsimile suffices.
8.7. Upon the effective date of a termination, all timely limited use rights (subscription licenses) to IDAT software products and third party components expire. Accordingly, as of the effective date of termination, the Customer loses the right to further use the IDAT software products or third-party components. The Customer commits to permanently delete any temporarily licensed software upon the end of its respective license term from its systems, immediately. Any form of tacit renewal of the license after termination  by continued use of the software is excluded. Any use of a software without a valid license or after the agreed license term is considered as a violation of the intellectual property rights of the rights holder and will be reported for prosecution. All rights to claim further damages under the applicable law are reserved.

If the Customer was provided with special technical security means (e.g. USB Dongle) during the license term, the Customer commits to provably return such technical security means to IDAT within a period of 10 days following the effective date of a termination. Perpetual use rights (purchase licenses) can generally only cease on basis of an extraordinary termination by IDAT in the event, the customer abuses the granted use right in a way which directly or indirectly causes harm to IDAT (e.g. by loss of license fees by third parties). A temporary or permanent cessation of use of the license does not affect the Customer’s obligations resulting from the License Agreement or these AGB. A return of paid license fees or a subsequent change of license type is not possible.

8.8. The Parties mutually agree that the Customer shall not be allowed to sell, lease, rent, sub-license or make a permanently or temporarily granted use right (license) in other ways available for use by third parties. Each granted license is personally tied to the respective Customer and nontransferable.
9. Confidentiality

9.1. The Parties mutually agree that in the course of their established commercial relationship, a disclosure of confidential information or trade secrets may occur. “Confidential information” in the course of this section comprises of all non-public information, which by its content or shape, or based on the way of disclosure should be identified as confidential by a faithful and responsible recipient. This includes, but is not limited to prices, development information, terms and conditions, software architecture, source code, know-how, designs, methodologies, finance information, customer information or bug reports. In any case of doubt with respect to the fact whether or not information should be considered confidential, the discloser of the information should be contacted for guidance.

9.2. The following information is not considered Confidential Information: (i) information which provably was known to the recipient before being disclosed by the disclosing Party, (ii) information which was independently developed by the recipient of information without making use of the disclosed information, (iii) information received from a third party who is not bound by an obligation of confidence, or (iv) information which was disclosed to the public by the discloser himself.
9.3. The recipient of Confidential Information is solely entitled to using the information in order to fulfill its contractual obligations towards the other Party. Any other use of Confidential Information is prohibited. The recipient may only provide received Confidential Information to those of its employees or representatives who have a need to know such information in order to fulfill the contractual obligations. Each recipient of confidential information within a Party’s organization has to be made aware of the obligations of secrecy contained in this section.
9.4. The recipient of Confidential Information will treat Confidential Information of the other Party with at least the same level of care and diligence against unauthorized disclosure that the recipient customarily accords to its own Confidential Information, but in no event less than a reasonable level of care.
9.5. Any disclosed Confidential Information remain the sole and exclusive property of the disclosing Party. The disclosing Party does not represent or warrant that the disclosed Confidential Information is correct or accurate.
9.6. Both parties commit to either return or permanently destroy any provided Confidential Information of the other Party upon the termination of their commercial relationship under observance of mandatory data retention periods. In the event a party permanently destroys provided Confidential Information upon the end of the commercial relationship, it will confirm such destruction in writing towards the disclosing party.
9.7. Each Parties’ obligation to preserve the secrecy of the other Party’s Confidential Information emerges upon the date of disclosure and lasts for a period of at least five (5) years. It will survive any form of termination or cassation of the Parties’ contractual relationship.
10. Intellectual Property Rights

10.1. Any and all products, documentation or information provided to the Customer are protected by intellectual property rights of IDAT or, in cases of third-party components, of IDAT’s licensors. The term “Intellectual Property Rights” shall in this context be understood as widely as possible and comprises of any and all rights in and to intellectual property like copyrights, trademarks, inventions, patents, patent applications, know-how, processes, methodologies, manufacturing procedures, source code, constructions, designs, marks, data and software. The Customer accepts and acknowledges that all products, documentation or information are protected by copyrights, trademark rights, applications, patents, property rights and other protective rights by the respective rights holder and that no such rights are in any way transferred, assigned, licensed (to an extent greater than specifically set forth in these AGB and the License Agreement), acquired or sold in the course of the contractual relationship between the Parties. Products, documentation or information are only licensed, not sold to the Customer and no transfer of property is taking place, unless this is specifically confirmed between the Parties in the Offer Document or another written and signed contractual document between IDAT and the Customer.

10.2. The source code of all software products provided under this Agreement is a trade secret of IDAT or its licensors and is not subject to the contractual relationship between IDAT and the Customer. Unless expressly permitted by the applicable law, decompiling the product to receive the source code, modifying the products, the creation of derivative works on basis of the products or the creation of different/own versions of the products is strictly prohibited.
10.3. Furthermore, the Customer is not allowed to remove, replace, obliterate or obscure intellectual property, trademark or copyright notices within any products. Any legal copy of products, documentation or information must contain the same intellectual property or protective rights notices, as included in the originals.
10.4. The Customer will refrain from claiming intellectual property rights of IDAT or its licensors for itself and will provide IDAT with any necessary support to claim or defend its intellectual property rights against third parties.
10.5. Unless set forth differently in the Offer Document between the Parties, the Customer furnishes IDAT with a limited, revocable, nonexclusive, nontransferable and royalty-free license to use the Customer’s company logo for purposes of displaying reference customers on its websites during the term of the License Agreement. The Customer acknowledges and agrees to act as a reference customer of IDAT. This includes the right of IDAT to list Customer’s company logo on its websites and to be specifically mentioned as a reference in negotiations with other customers. Furthermore, upon prior notice, the Customer agrees to demonstrate the implemented software solution within its organization to potential new customers of IDAT, provided that the Customer’s production processes will not be impaired and trade secrets will not be disclosed.
11. Data Protection

11.1. The Parties commit to adhere to and follow all applicable data protection and data privacy regulations and laws in respect to all data which is processed by them. Reference is made to their respective privacy policies.

11.2. With respect to the processing of personal identifiable information in the course of the contractual relationship between the Parties, the applicable provisions of GDPR, the German data security law (Bundesdatenschutzgesetz) and all other local applicable laws apply, respectively.
11.3. The Parties will processes all personal identifiable data, received under the existing business relationship between them in accordance to Article 6 (1) b) GDPR for as long as they necessary for the fulfillment of their contractual duties. Non-required or obsolete personal identifiable information will be irretrievably deleted or anonymized after all applicable data retention periods will have expired.
11.4. The Parties commit to implement all necessary technical and organizational measures to ensure the integrity, availability and confidentiality of all data in its systems and prevent any access to data by unauthorized third parties.
11.5. For third party components, the privacy policies of the respective vendors / licensors apply, which are tacitly accepted by the Customer by making use of the third party components.
11.6. IDAT GmbH, Pfnorstraße 10, 64293 Darmstadt / Germany is the responsible party for data processing on the side of IDAT. IDAT can be contacted via its registered address and the IDAT Data Privacy Officer can be contacted via datenschutz@idat.de.
12. Export

12.1. In doing business, IDAT adheres to international sanctions, embargoes and export control regulations, especially the “Common Foreign & Security Policy (CFSP)” of the European Union as well as the “Specially Designated Nationals And Blocked Persons List (SDN)” of the USA. Accordingly, IDAT does not establish or maintain any commercial relationship to companies or individuals in embargoed territories (Iran, Crimea, Syria, North Korea, Cuba) or to those companies or individuals which business cannot be conducted with on basis of the applicable export control regulations / sanctions lists. At the same time, this means that any software products delivered by IDAT cannot be used in embargoed or sanctioned areas or by entities or individuals who are internationally sanctioned. IDAT reserves the right to screen new customers against sanctions lists using professional screening solutions. Furthermore, IDAT expects customer to respect the same and / or further export control regulations and laws in accordance to the applicable law at any time in any case.

12.2. Any form of applicability of embargoes or sanctions to existing IDAT customers is considered as a case of permanent force majeure on basis of which IDAT is entitled to terminate the business relationship immediately without any IDAT obligation to compensate any damages.
13. Survival of Provisions 

Sections 7, 8.7, 9, 10 and 11 of this AGB as well as those sections of this AGB, which by their nature need to stay applicable, will survive termination of this AGB and any further agreement between the Parties.

14. Force Majeure

14.1. In the event, a Party is hindered to fulfill its contractual obligations by an event of force majeure, such party shall not be in default with its obligation for the duration of the force majeure event, automatically. Reference is made to section 12.2.

14.2. For the avoidance of doubt, however, force majeure cannot be a reason for nonpayment of due and payable amounts to the other Party.
14.3. Examples of force majeure events are: natural catastrophes, war, hostile acts, riots, strikes, lockouts, lockdowns, terrorism, revolution, fire, explosives, radiation, radioactivity, earthquakes, lightning, hail, epidemics, pandemics and other similar states of emergency.
14.4. In cases of force majeure, the Parties are committed to inform the other Party about such circumstance without undue delay, to fulfill the remaining obligations resulting from the agreement as far as possible and to prevent the other Party from all resulting negative effects as far as possible.
14.5. In the event one of the Parties is hindered to fulfill its contractual duties on basis of a force majeure event for more than three months, the other Party has the right to terminate the agreement for cause.
15.    General

15.1. Any assignment of the rights and duties resulting from the contractual relationship between the Parties (including these AGB) shall be null and void without the other Party’s prior written approval. Notwithstanding the foregoing, an assignment of the entire contractual relationship to directly affiliated companies in the sense of §15 AktG (Germany) as well as transfers of the contractual relationship to a successor in law or in the course of a sale of all or substantially all of a Party’s business assets to another party shall not be considered an assignment.

15.2. The Customer may only offset its claims against IDAT claims in the event, Customer’s claims are confirmed and awarded by a final judgment by a competent court of jurisdiction over the Parties.
15.3. Any amendments or modifications of an agreement between the Parties need to be in writing and require signature by an authorized representative of each Party. This specifically includes amendments of this requirement of written form.
15.4. Any claims or discrepancies between the Parties shall be solved amicably in joint discussions between the Parties in the sense of a successful collaboration. In the absence of an amicable solution between the Parties, judicial review proceedings should be initiated.
15.5. The entire contractual relationship between the Parties (including but not limited to these AGB) is governed by and construed in accordance with the laws of the Federal Republic of Germany. CISG provisions are excluded. The Parties agree to submit to the exclusive jurisdiction of the courts located in Darmstadt / Germany
15.6. Place of any delivery and execution on basis of these AGB or a License Agreement between the Parties is always the registered address of IDAT.
15.7. If any provisions (or parts thereof) of these AGB or any contracts entered into on basis of these AGB are invalid or unenforceable, the remainder of these provisions (or parts thereof) or the contracts shall remain in full force and effect unaffected. The invalid or unenforceable provisions (or parts thereof) shall in such case be replaced by valid and enforceable provisions (or parts thereof) by the Parties or, as the case may be, by a competent court of jurisdiction over the Parties, which provisions shall reflect the original intentions of the Parties when drafting the invalid or unenforceable provisions (or parts thereof) to the best legal and commercial extent possible.
15.8. Any headlines used in these AGB are solely used for convenience purposes and shall not be used as a basis for interpretation. Furthermore, if these AGB are designed in bilingual form, the German version shall prevail in the event of doubts or contradictions.
15.9.  These AGB are the legal basis for all contracts and agreements between the Parties and remain applicable at all times, unless set forth to the contrary in any written and signed agreement between the Parties. When interpreting the contracts between the Parties, the concept of specialty generally applies, whereas, however, a younger agreement in respect to the same circumstance takes preference over a former agreement.

By signing the IDAT Offer Document, these IDAT AGB form an integral part of the contractual relationship between the Parties and the customer acknowledges having been provided with, having read, having understood and having accepted these AGB without any reservation.

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