As at October 2020

  1. General

(1)The following General Terms and Conditions of Business of Oroox AG (hereinafter: "Oroox") apply exclusively; Oroox does not recognize any terms and conditions of the Customer that conflict with or deviate from these Terms and Conditions, unless Oroox expressly agrees to their application in writing. These Terms and Conditions also apply even if Oroox performs its services to the Customer without reservation in the knowledge that the Customer's terms and conditions are contrary to or deviate from these Terms and Conditions.

(2) To the extent that the application of Oroox's Special Terms and Conditions of Business is agreed upon in addition to these General Terms and Conditions of Business, the provisions of the Special Terms and Conditions of Business shall take precedence in the event of overlaps and contradictions. Individually agreed upon rules take precedence over the Terms and Conditions.

  1. Contract conclusion, scope of services

(1) Offers from Oroox are subject to change.

(2) A contractual relationship is not established until Oroox has confirmed in writing the performance specifications specified in more detail in the Customer's order, which may also be in text form.

(3) Amendments or additions to the Contract must be confirmed in writing by Oroox to be effective.

  1. Consulting services

(1) If the Parties have agreed to advise the Customer, payment shall be made on a time and material basis at Oroox's current rates, unless otherwise agreed.

(2) The Customer is responsible for the use, exploitation and implementation of the results of the advice provided by Oroox.

(3) The Customer is obligated to provide the company, market and business data, product descriptions, information on the IT infrastructure, customer data and other necessary information required to provide the consultancy, and to name suitable contacts who are authorized and able to provide the information.

(4) Oroox undertakes to treat all of the Customer's business and trade secrets confidentially and not to publish or disclose them to third parties, unless this is done at the Customer's request, or they are or become public knowledge, or Oroox is required to do so by governmental or judicial order

  1. Prices, terms of payment

(1) Unless expressly agreed otherwise, compensation shall be based on time and material at Oroox's current hourly rates. The compensation includes the services and, if applicable, the granting of rights of use.

(2) If the Parties have agreed on a scope of services ("Retainer"), the services actually used will be invoiced monthly at the beginning of the following month. The Retainer shall be measured according to the agreed upon person days (PT) per year. If a number of PT per month is stated, twelve (12) times the value is deemed to be the annually agreed upon Retainer. Oroox will notify the customer as soon as it becomes apparent that the maximum limit for the Retainer will be reached. The maximum limit is for guidance and as a scope of service that can be informally accessed by persons designated by the customer

(3) If the parties have agreed on a service quota (service quota), this will be invoiced independently of the services actually used. If a number of PT per month is shown with this continent, the twelve (12) value is considered to be the quota agreed upon annually. Oroox will inform the customer as soon as it becomes apparent that the maximum number of PT agreed upon therein will be reached.

(4) If the number of PT agreed under paragraph 2 or paragraph 3 is exceeded in one year, Oroox is entitled to charge for the additional services called up according to the hourly rates agreed in each case. PT that has not been used in service quotas cannot be carried over to the following year. This also applies to other included services. The basis of assessment is Oroox's fiscal year.

(5) Unless otherwise stated in the order confirmation or in a separate written agreement, the invoice amount is due for payment net (without deduction) within 14 days of the invoice date. If the commissioned work is performed in delimitable parts, a corresponding partial payment is due in each case after performance.

(6) Objections to the invoices must be made within the payment period, otherwise the invoice shall be deemed to be approved.

(7) The Customer is only entitled to rights of retention and rights of set-off arising from the same contractual relationship; moreover, the Customer is only entitled to rights of set-off if its counterclaims are undisputed, recognized by Oroox, or have been declared final and absolute.

  1. Additional and third-party services, expenses, incidental costs, travel expenses

(1) Services that exceed the agreed scope of services as well as special services shall be provided according to time and material against separate remuneration.

(2) Third-party services for the provision of services (purchase of hardware, third-party software, etc.) will only be awarded on the basis of a separate agreement with the customer. The Customer shall indemnify Oroox against all liabilities arising therefrom. Oroox has the right to charge the Customer in advance for the costs of the third-party services.

(3) Expenses for ancillary technical costs (special materials, preparation of photographs, reproduction, printing, etc.) must be reimbursed by the Customer.

(4) Unless expressly agreed otherwise, Oroox's travel expenses shall be reimbursed by the Customer on presentation of invoices or receipts (train: 2nd class; flight: in principle economy class, business class for flights of more than 4 hours; car: in accordance with tax regulations; hotel: up to a maximum of 135 euros per night plus VAT). Travel times are to be paid at 50 percent of the hourly rate of Oroox valid at the time.

  1. Dates, deadlines

(1) Dates and deadlines are not binding unless Oroox has expressly confirmed them in writing.

(2) If the Customer sets a reasonable grace period after Oroox is in default of its obligation to perform, the Customer is entitled to withdraw from the Contract after this grace period has expired fruitlessly. The grace period must be at least two weeks. The declaration of withdrawal must be made at the latest two weeks after the expiry of the grace period.

(3) With the release of concepts, plans, requirement specifications or design drafts, these shall be considered as the basis for further services.

  1. Termination

(1) If the Customer has commissioned Oroox to provide pure consulting services for an indefinite period of time, each party is entitled, unless otherwise agreed, to terminate the contract with one month's notice to the end of the quarter.

(2) If the Parties have entered into an agreement to provide similar services, monthly quotas and/or a continuing retainer, a minimum term of twenty-four (24) months is agreed upon ("Minimum Term"). Either party shall be entitled to terminate the agreement with a notice period of three months to the end of the quarter, but for the first time at the end of the minimum term.

(3) If the parties have concluded an agreement on a fixed term of contract, ordinary termination shall be excluded.

(4) A termination without notice for good cause shall remain unaffected.

  1. Release

(1) If Oroox owes a specific project result that is to be produced individually for the Customer, the Customer must declare its approval without delay, but no later than within 2 weeks after completion of the project.

(2) If the Customer does not declare the release, Oroox can set a reasonable deadline for the Customer to declare the release. If the reasons for a refusal are not explained in writing within this period, the project results shall be deemed to have been released. Insignificant defects do not entitle the Customer to refuse approval.

(3) The release shall be deemed to have been declared in any case if the Customer uses the project results productively.

  1. Warranty

(1) If Oroox is solely responsible for consulting services, Oroox does not guarantee the success of these services.

(2) The Customer is responsible for the use and implementation of Oroox's performance results that he or she makes use of.

(3) If, in the case of purchase contracts, contracts for work and services or contracts for work and materials, there is a defect in the services for which Oroox is responsible, Oroox is entitled, at its option, to eliminate the defect or to make a replacement delivery.

(4) If the repair or replacement delivery fails, the Customer is entitled to choose to withdraw from the contract or to demand a corresponding reduction in price. If a reasonable grace period has expired without result, the customer shall be obliged to declare within a period of two weeks after expiry of the grace period whether he withdraws from the contract or continues to insist on performance.

(5) Oroox does not guarantee the protectability and registrability of its services and work, but it guarantees that the Customer's use as intended does not infringe any rights of third parties. Oroox is not liable for content and works supplied by the Customer. If Oroox has legal concerns about the services requested by the Customer, and if these services were nevertheless performed at the Customer's request after the concerns were communicated, Oroox is not liable for the legal admissibility of these services. If the Customer requests a legal review, this must be paid for separately.

(6) The warranty period for purchase contracts, contracts for work and services or contracts for work and materials is twelve months from delivery or acceptance of the service vis-à-vis entrepreneurs.

  1. Liability

(1) In the event of damage caused by Oroox and/or its agents, Oroox is liable for intent and gross negligence, including that of its agents, in accordance with the law. The same applies to damages caused by negligence resulting from injury to life, limb or health and to claims under §§ 1, 4 of the Product Liability Act.

(2) In the case of damage to property and financial loss caused by negligence, Oroox is liable only in the event of a breach of a material contractual obligation, but the amount of liability is limited to the damage that was foreseeable and typical of the contract at the time the contract was concluded (material contractual obligations are those whose fulfillment characterizes the contract and on which the Customer may rely). However, Oroox's maximum liability in this regard is limited to damages of one million euros. Otherwise, liability is excluded.

(3) Insofar as Oroox's liability is excluded or limited, this also applies to its organs, employees, representatives, and agents

  1. Rights of use

(1) If Oroox's performance consists in the creation or transfer of copyrightable works, the rights of use in the works will not be granted to the Customer until the agreed compensation has been paid in full. Unless otherwise agreed in writing, the Customer will be granted a simple, non-exclusive right of use, unlimited in time and space but not transferable, for use in the agreed type of use. Editing or imitation is not permitted. The access to or the handing over of the source code during the transfer of the software is not owed.

  1. Obligations of the customer to cooperate

(1) The Customer is obligated to provide briefings, information, data, documents, texts, photographs, and other contributions of his own (collectively, "Information"), the delivery or provision of which is necessary for Oroox to perform its services, in full, free of charge, on time, and with all appropriate rights of use.

(2) If Oroox is not authorized to use the Information provided to the Customer, the Customer will indemnify Oroox on first demand against all claims for compensation by third parties that they assert against Oroox.

(3) If Oroox's performance is delayed or not performed due to late or non-delivery of Information or other violations of the Customer's cooperation, Oroox must be reimbursed for any additional costs incurred.

  1. Eigentumsvorbehalt

(1) Die Oroox hält sich das Eigentum an den Ergebnissen ihrer Leistungen bzw. die Übertragung von Nutzungsrechten an den Leistungen bis zur Erfüllung sämtlicher Forderungen aus der Vertragsbeziehung mit dem Kunden vor.

(2) Bei vertragswidrigem Verhalten des Kunden, insbesondere Zahlungs-verzug, ist die Oroox berechtigt, die Leistungen zurückzunehmen bzw. dem Kunden die Nutzung der Werke zu untersagen. In der Ausübung dieser Rechte liegt kein Rücktritt vom Vertrag, es sei denn, die Oroox hat dies zuvor ausdrücklich schriftlich erklärt.

  1. Legal jurisdiction, place of execution, applicable law

(1) If the customer is a registered trader or a corporation or institution under public law and nothing to the contrary is stated in the order confirmation, the place of jurisdiction shall be the competent court at the customer's registered office.

(2) For these business relations and for all legal relations between Oroox and the Customer, the law of the Federal Republic of Germany shall apply exclusively, excluding the UN Convention on Contracts for the International Sale of Goods.

(3) The language of the contract is English.