General Terms and Conditions of ITGRATE

Status: 07.08.2025

1. Scope and Definitions

1. 1.

   For the business relationship between the customer and ITGRATE GmbH, Lucile-Grahn-Str. 48, DE-81675 Munich (hereinafter "we/us"), together "Contracting Parties", the following General Terms and Conditions ("GTC") in the version valid at the time of conclusion of the contract shall apply exclusively. These GTC are an integral part of all contracts concluded between us and the customer. The specific subject matter of the contract results from the respective individual agreement ("Individual Agreement") concluded in each case.
2. 2.

   Deviating or supplementary general terms and conditions of the customer shall not apply, even if we have not objected to them. This shall not apply if we have expressly agreed to the validity of these terms and conditions in writing.
3. 3.

   In the case of continuing obligations, we are entitled to amend these GTC at any time without stating reasons (in particular in the event of changes in legislation or case law), provided that the amendment is reasonable for the customer. We will inform the customer in writing of planned changes at least four (4) weeks before they come into force. If the customer rejects the amendment, they have the right to object to the amendment in writing within this period. This does not apply if the amendment exclusively benefits the customer. If the customer does not object, the new GTC shall apply from the specified date. In the event of an objection, we shall have an extraordinary right of termination at the time the amendment comes into force. We will inform the customer in each amendment notification of their right to object and the consequences of failing to meet the objection deadline.
4. 4.

   Our services are exclusively directed at entrepreneurs within the meaning of § 14 BGB (German Civil Code). An entrepreneur is a natural or legal person or a partnership with legal capacity who, when concluding a legal transaction, acts in the exercise of their commercial or independent professional activity.

II. General Provisions

The General Provisions apply to all our services, unless otherwise stipulated below under the various services.

1. Conclusion of Contract

Our offers are non-binding. The contract is concluded only when we send the customer a written order confirmation.

2. Nature of our Services

(1) The respective written service description valid at the time of conclusion of the contract shall be exclusively decisive for the nature of our services.
(2) Information on the characteristics of our services, in particular assurances and public statements, shall only become part of the contract if we have confirmed them to the customer in writing. This applies in particular to subsequent changes or additions to our service description.
(3) We only provide a guarantee if we expressly designate a guarantee as such.

3. Service Delivery

(1) We are free in the choice of the place of performance (remote, on-site, etc.) and in the allocation of our working hours. However, we must coordinate with the customer's responsible persons (e.g., project manager) to the necessary extent for cooperation and adherence to deadlines.
(2) Performance and execution deadlines are only binding if we have designated them as binding in writing. Compliance with these binding deadlines requires that the customer has fulfilled all their obligations (in particular their cooperation services). If this is not the case, these deadlines shall be extended by a reasonable period. This does not apply if we are responsible for the delay.
(3) Force Majeure: To the extent and for as long as a case of force majeure ("Force Majeure") exists, we are temporarily released from our performance obligations. Force Majeure is an event caused by elementary natural forces or by actions of third parties, external to the business, which is unforeseeable according to human insight and experience, cannot be prevented or rendered harmless with economically tolerable means even with the utmost care reasonably to be expected under the circumstances, and is not to be accepted due to its frequency.

4. Our Personnel | Subcontractors

(1) The persons employed by us for the provision of services are not subject to the customer's instructions. This applies in particular if the persons employed by us provide the services on the customer's premises.
(2) We may also provide the contractually agreed services through subcontractors. In this case, we will structure the agreements with these subcontractors in such a way that they are in accordance with the contractual provisions applicable between the customer and us.

5. Use of our IT Systems

(1) When providing our services, we generally use our own IT infrastructure (especially for development services), unless a different agreement has been made.
(2) If necessary, the customer will receive access to our IT systems for cooperation and contract execution. When using these IT systems, the customer will ensure that the use does not endanger the security and integrity of our infrastructure and the data located thereon. If the customer suspects that such a case has occurred, they must inform us immediately.

6. Customer's Cooperation Services

(1) The customer will provide the agreed cooperation services. In addition to the expressly mentioned cooperation services, the customer will provide the cooperation services that are necessary and customary in the industry for the contractual provision of services by us.

In particular, the customer will

1. 1.

   provide us with all necessary information, documents, and data;
2. 2.

   grant us access to their premises at the agreed times and access to their IT systems;
3. 3.

   designate contact persons ("Project Manager") and a respective deputy as permanent contact persons for all matters concerning the cooperation or the project. They must be enabled to make all project-related decisions themselves or to bring them about promptly. The customer will also provide those employees whose special knowledge is necessary for the realization of the project.
4. 4.

   provide us with the relevant software in the case of software adaptations and grant us the necessary rights of use for the provision of our services;
5. 5.

   create the necessary conditions for the proper receipt of our services. The configuration of their IT system required for the use of our services is the customer's responsibility. If this is necessary for use, we will inform the customer of the respective technical requirements for their digital environment ("Compatibility Requirements") before concluding the contract.
6. 6.

   examine our services immediately after their provision and notify us of defects in writing without delay (cf. § 377 HGB - German Commercial Code).

(2) If cooperation services are owed and the necessary concretization has not already been contractually agreed, we will request these services from the customer in writing with a reasonable lead time, stating the relevant framework conditions. We will inform the customer in writing of cooperation services that we consider insufficient.

(3) We will check the information provided by the customer for plausibility and inform the customer of any errors or inconsistencies identified. However, we are not subject to any further obligation to check and inform, unless otherwise agreed. In particular, the customer alone bears the risk that our services meet their wishes and needs.

(4) The customer must provide all cooperation services free of charge.

(5) The services to be provided by the customer represent genuine obligations and not merely simple duties. If and to the extent that the customer does not provide the services owed by them, does not provide them on time, or does not provide them as agreed, and this affects our service provision, we are released from providing the affected services. Furthermore, the customer shall separately remunerate us for any additional expenses incurred and proven due to these insufficient cooperation services, irrespective of further rights, on the basis of the agreed hourly rate.

7. Data Backup

The customer is solely responsible – unless a different agreement has been made – for ensuring regular and risk-appropriate backup of their data through suitable measures. This applies in particular before the start of maintenance, installation, or adaptation work by us.

8. Acceptance

(1) Insofar as our services are work services, they require acceptance. The customer is obliged to carry out an acceptance test immediately, but no later than within ten (10) working days, after our written request and to declare acceptance in writing. Acceptance cannot be refused due to insignificant defects. We are entitled to demand acceptance even before the agreed completion date, provided the service is ready for acceptance.
(2) If partial acceptances are agreed between the contracting parties, the functionality of the partial service to be accepted is considered in isolation within the scope of the partial acceptance. Neither cross-service functions nor the contractual interoperability of the partial service with other parts of the overall service are tested within the scope of partial acceptances. These are the subject of the overall acceptance. Accepted partial services serve as the basis for the continuation of service provision. Already accepted partial services are not re-examined within the scope of the overall acceptance, unless hidden defects are present.
(3) Acceptance shall also be deemed to have occurred if

1. 1.

   the customer uses the service productively for more than seven (7) calendar days without complaining about defects;
2. 2.

   the customer does not declare acceptance within the period according to paragraph 1 and does not assert any significant defects in writing, or
3. 3.

   the customer pays the remuneration for the respective service without reservation and does not simultaneously assert defects.

(4) Upon acceptance, the risk of accidental loss and accidental destruction of the services passes to the customer.
(5) The contracting parties may agree on details of the acceptance test and criteria in individual cases.

9. Warranty

(1) If our work services have defects, the customer can demand that we remedy these defects within a reasonable period. The customer must submit defect notices in writing without delay, together with a comprehensible description of the error symptoms. The customer shall support us at our request, without separate remuneration, to a reasonable extent in the search for and remedy of defects. In particular, the customer must enable us to access the relevant products for this purpose.
(2) Insofar as a defect has been reported by the customer and the customer's warranty claims are not excluded, we will remedy defects in our work services within a reasonable period (by measures of our own choice). Our employees and agents will be granted free access to the customer's systems for this purpose, insofar as this is necessary for remedying the defect. We may provide a workaround solution if this is reasonable for the customer.
(3) A right of self-remedy by the customer pursuant to § 637 BGB is excluded as long as we are willing and able to provide subsequent performance. The right of self-remedy only exists after an unsuccessful reasonable deadline and after written announcement.
(4) Customer's warranty claims do not exist

1. 1.

   in the event of only an insignificant deviation from the agreed quality or only an insignificant impairment of the usability of our services;
2. 2.

   if defects are due to non-compliance with the usage, operating, or deployment conditions specifically stipulated by us;
3. 3.

   in the event of the use of hardware, software, or other equipment that is not suitable for the use of our products according to the known or expressly communicated compatibility requirements, or in the event of use contrary to contract;
4. 4.

   in the event of incorrect operation by the customer, if this is based on improper use or use not in accordance with the specifications;
5. 5.

   if the customer does not report a defect immediately and we were unable to remedy the defect as a result of the failure to report the defect immediately;
6. 6.

   if the customer has modified our services without our consent (e.g., through unauthorized self-remedy), unless they prove that the defect is not due to the modification or that the defect remedy is not significantly hindered thereby.

(5) Otherwise, the statutory provisions on warranty apply.
(6) The limitation period for defect claims is 12 months from acceptance, unless we have fraudulently concealed the defect. For partial services, the limitation period begins with the acceptance of the respective partial service. Part II No. 10 "Liability" remains unaffected.
(7) In individual cases, we may charge the customer for the services rendered in the course of defect search and remedy if the customer has reported a defect and the reported defect is outside our area of responsibility. This does not apply if the customer could not have recognized, with the exercise of due care, that the defect was not within our area of responsibility.
(8) Insofar as our services are pure services, we are liable for defects in these services according to the rules of service contract law.

10. Liability

(1) We are only liable in the following cases:

1. 1.

   In the event of intent and gross negligence, we are liable in accordance with the statutory provisions. The same applies in the case of a guarantee expressly assumed by us.
2. 2.

   In the event of simple negligence, we are only liable if it concerns the breach of an essential contractual obligation. An essential contractual obligation is an obligation whose fulfillment is necessary for the proper execution of a contract and on whose compliance the customer may regularly rely. Our liability in this case is limited to the foreseeable, typical damage for the contract. The typical foreseeable damage is generally limited to a maximum of the remuneration of the last 12 months before the occurrence of the damaging event. If the contractual relationship is shorter, the annual remuneration will be extrapolated. These claims become time-barred within one year.

(2) Claims for damages under the Product Liability Act and for injury to life, body, or health remain unaffected by the foregoing limitations of liability.
(3) The foregoing limitations of liability also apply in favor of our legal representatives, employees, and vicarious agents.

11. Remuneration and Payment Terms

(1) Our services are generally remunerated on a time and material basis (e.g., per hour, per person-day). In individual cases, the contracting parties may also agree on a fixed project price or fixed monthly lump-sum billing. The remuneration to be paid and the individual payment terms will be specified in the individual contract.
(2) A person-day has eight (8) hours. Overtime exceeding eight hours per person-day will be remunerated proportionally and must be ordered by the customer in advance. Assignments on weekends and public holidays will be charged at 1.5 times the agreed hourly rates.
(3) The billing of services rendered will be done monthly based on the actually performed hours/days and expenses. We will keep a monthly record of the services rendered on a daily basis. The statement of services shall be deemed approved if the customer does not raise a reasoned objection in text form within ten (10) working days of receipt. We will expressly inform the customer of this consequence when submitting the statement of services.
(4) We are entitled to reimbursement of our necessary and billed and proven expenses/disbursements incurred by us in the exercise of our respective activity for the customer. Travel and accommodation costs as well as other expenses not directly related to the activity shall only be reimbursed by the customer if they have expressly agreed to them in writing beforehand.
(5) Cost estimates and budget plans are non-binding, unless a different agreement has been made. We will inform the customer of impending exceedances of cost estimates and budget plans, insofar as we have recognized or should have recognized them.
(6) Unless expressly agreed otherwise, all prices are exclusive of the applicable value-added tax.
(7) The remuneration is due for payment immediately upon receipt of the invoice, unless otherwise agreed. If the customer is in default with due payments for more than 30 days, we are entitled to demand default interest at a rate of 9 percentage points above the respective applicable base interest rate per annum.
(8) In the case of continuing obligations, we are entitled to adjust the remuneration according to Section 11 (1) at our reasonable discretion if the costs incurred for the provision of services have significantly increased. This may include costs for personnel, licenses, or technology. We will inform the customer of a price increase at least four weeks before the change becomes effective. If the customer rejects the price adjustment, they have the right to object to the change in writing within this period. If the customer does not object, the new prices apply from the specified date. In the event of an objection, we shall have an extraordinary right of termination at the time the change comes into force. In the event of decreasing costs, a reduction of the remuneration shall also be made at our reasonable discretion. We will inform the customer in each amendment notification of their right to object and the consequences of failing to meet the objection deadline.

12. Contract Term and Termination

(1) The contract comes into existence upon signature by both contracting parties. It ends, whichever occurs first, when

a) the agreed services have been fully rendered;
b) the agreed budget has been exhausted; or
c) the contract has been terminated in writing with a notice period of two (2) weeks to the end of a calendar month.

(2) The right of both contracting parties to extraordinary termination of the contract for good cause remains unaffected.
(3) Services rendered up to the effective date of termination shall be remunerated according to actual effort. If the contract is terminated ordinarily by the customer, we may charge a flat rate of 50% of the agreed remuneration for capacities already booked, unless alternative commissioning is possible within the originally planned service period. The customer reserves the right to prove that a lesser damage has occurred. We will make our best efforts to find alternative commissioning.

13. Designation as Reference Customer

(1) We are entitled, with the prior consent of the customer, to name them as a reference customer (possibly with a project description). The naming may also take place online (e.g., on our company website). The customer can only revoke a once-given consent for good cause. In the event of revocation, we remain entitled to use up or continue to use already created digital advertising material.
(2) The reference naming generally takes place with the customer's name and logo. The customer grants us the necessary rights for this (in particular rights of use, name, and trademark rights) free of charge to the necessary extent.

14. Confidentiality

(1) "Confidential Information" means all information and documents of the other party that are marked as confidential or are to be regarded as confidential due to the circumstances, in particular information about operational processes, business relationships, and know-how, as well as all work results.
(2) The contracting parties agree to maintain secrecy about such confidential information. They will use the confidential information only for the purpose of contract preparation and execution. This obligation shall continue even after the termination of the contract.
(3) Excluded from this obligation are such confidential information

a) which was demonstrably already known to the recipient at the time of conclusion of the contract or subsequently becomes known from a third party without thereby violating a confidentiality agreement, legal provisions, or official orders;
b) which is publicly known at the time of conclusion of the contract or is subsequently made publicly known, insofar as this is not based on a breach of the contract;
c) which must be disclosed due to legal obligations or by order of a court or an authority. Insofar as permissible and possible, the recipient obliged to disclose will inform the other party in advance and give them the opportunity to take action against the disclosure.

(4) The parties will only grant access to confidential information to such consultants who are subject to professional secrecy or who have previously been subjected to obligations corresponding to the confidentiality obligations of this contract. Furthermore, the parties will only disclose confidential information to those employees who need to know it for the performance of the contract and will also oblige these employees to maintain secrecy for the period after their departure to the extent permissible under labor law.

15. Data Protection

(1) The contracting parties will comply with the data protection laws applicable to them.
(2) If and to the extent that we process personal data of the customer on behalf of the customer within the scope of providing services, the contracting parties will conclude a data processing agreement in accordance with Art. 28 GDPR before the start of processing.

16. Other Provisions

(1) In the case of a legal entity, the contractual offer must be made by a natural person with unlimited legal capacity and power of representation.
(2) The contractual relationship shall be governed by German law to the exclusion of norms that refer to another legal system and to the exclusion of the United Nations Convention on Contracts for the International Sale of Goods of April 11, 1980 (CISG).
(3) The place of jurisdiction for all disputes arising from or in connection with this contract is our registered office, provided the customer is a merchant, a legal entity under public law, or a special fund under public law. We are also entitled to sue the customer at their general place of jurisdiction. The place of performance is our registered office, unless otherwise agreed.
(4) The customer may only offset with undisputed or legally established claims and assert a right of retention in this regard.
(5) The customer may only assign rights from the contractual relationship if we have given our prior written consent. This does not apply to the assignment of payment claims.
(6) Should individual business conditions be or become invalid or unenforceable, this shall not affect the validity of the remaining conditions. The contracting parties undertake to agree on a legally permissible provision in place of the invalid or unenforceable provision that best achieves the contractual purpose legally and economically. The same applies in the event of a loophole. Insofar as an amicable solution is not possible, the statutory provisions apply.
(7) Amendments and additions to these GTC as well as the amendment of this provision require text form to be effective. The precedence of individual contractual agreements remains unaffected by this.
(8) The written form within the meaning of these GTC is also maintained by text form (e.g., e-mails, fax), unless an explicit different agreement has been made.

III. Software Projects

1. Subject Matter of the Contract | Our Services

(1) We support the customer in the technical implementation of individual software projects. We work according to agile development methods (e.g., Scrum) during project execution. This means that we proceed flexibly with regard to task distribution, scope, and documentation of requirements (Product Backlog) and cooperate iteratively with the customer (within the framework of sprints, cf. No. 2 below).
(2) Unless otherwise agreed in individual cases, the tasks between the customer and us are distributed as follows:

Customer

The customer (or their Product Owner) defines the technical and functional requirements for the project and the product vision. They are responsible for creating/maintaining the Product Backlog and prioritizing the individual requirements/tasks. Project management and leadership, product responsibility, and quality assurance of our development services (e.g., test responsibility) are incumbent on the customer, unless the contracting parties have made a different agreement.

ITGRATE

We decide together with the customer on the technical implementation of these requirements and provide our development services in close consultation with the customer within the framework of sprints. Due to the agile approach, adjustments to the requirements, the product vision, or the technical implementation are generally possible at any time. We provide the customer with our development services in a testable version. If commissioned accordingly, we can also take over quality assurance for the customer. The development services are generally provided in object code.

The respective area of responsibility is described in more detail below.

(3) Without a corresponding agreement, we are not obliged to hand over the source code of the development services to the customer or to install, implement, maintain, or further develop the development services.
(4) The contract is subject to service contract law, unless otherwise stipulated in the individual case.

2. Preparation and Execution of Sprints

(1) The development services are provided within the framework of iterative development phases (one "Sprint" per phase).
(2) Requirements for the development services (one "Backlog Item" per requirement), including use cases to be implemented from the user's perspective, their respective prioritization, and a non-binding estimate of the required implementation effort result from the Product Backlog in its currently valid version.
(3) The contracting parties will agree in good time before the start of a sprint which Backlog Items from the Product Backlog are to be implemented by us (in whole or in part) within the framework of the sprint as the development result of this sprint (each an "Increment") and will agree on these as the "Sprint Backlog". The agreement must be documented by the contracting parties.
(4) We will develop each Increment in accordance with the contract, in particular in accordance with the Backlog Items agreed in the Sprint Backlog, and will make it available to the customer after completion of the sprint.

3. Specification and Amendment of the Product Backlog

(1) The customer may at any time demand that new Backlog Items be included in the Product Backlog, and/or that existing Backlog Items in the Product Backlog be changed in content, reduced or expanded, removed, or replaced by new Backlog Items ("Change Request"). We may also propose changes to the Product Backlog to the customer at any time.
(2) We will examine the customer's change requests without delay and inform the customer of the technical feasibility and the effects on the production and provision of the development services in terms of content and time. If the inclusion of a new Backlog Item or the change of an existing Backlog Item increases the estimated total effort for the implementation of the Product Backlog, we will, if applicable, inform the customer of the additionally required estimated effort for implementation.

4. Grant of Rights

(1) "Development Result" means our development services and the associated application documentation.
(2) Upon full payment of the owed remuneration, the customer receives the spatially and temporally unrestricted, non-exclusive, non-transferable, and non-sublicensable right to use the Development Result to the necessary extent for their own business purposes. The contracting parties may agree on a different arrangement.
(3) Insofar as the Development Result contains open-source software components with the customer's consent, only the respective applicable open-source license conditions apply to these. The customer is obliged to inform themselves about their content and obligations and to observe them when using, changing, or further distributing the Development Result. We assume no responsibility for any restrictions, obligations, or liability risks arising from the use of such components. A legal review or evaluation of the effects of individual OSS licenses is not owed.

IV. Consulting Services

1. Subject Matter of the Contract | Our Services

(1) We support the customer in an advisory capacity in the execution of projects in the field of information technology. In this context, we can provide various advisory and support services ("Consulting Services") according to the customer's instructions and in consultation with them. The content and scope of the consulting services will be specified in more detail in the respective individual agreement and may in particular include the following services:

Provision of specialized know-how;Project planning and preparation;Support in the creation of needs and feasibility analyses;Accompanying project monitoringSupport in quality assurance

(2) The responsibility for project management and project leadership lies with the customer, unless otherwise agreed.
(3) We are not entitled to act as a representative of the customer towards third parties, in particular to conduct negotiations or to make declarations of intent with effect for or against the customer. Exceptions require the prior written consent of the customer.

2. Grant of Rights

(1) "Work Results" means all works created by our activity within the framework of the contract, in particular documents, project sketches, presentations, and drafts.
(2) Upon full payment of the owed remuneration, the customer receives the spatially and temporally unrestricted, non-exclusive, non-transferable, and non-sublicensable right to use the Work Results to the necessary extent for their own business purposes. The contracting parties may agree on a different arrangement.