Scope of application

1. These General Terms and Conditions apply exclusively to companies, legal entities under public law or special funds under public law within the meaning of Section 310 (1) of the German Civil Code (BGB). Terms and conditions of the customer that conflict with or deviate from collective mind's terms and conditions will only be recognized by collective mind if collective mind has expressly agreed to their validity in writing.
2. These General Terms and Conditions shall also apply to all future transactions with the customer, insofar as these are legal transactions of a related nature.
   
   

Offer and conclusion of contract

1. In the case of development or consulting contracts, collective mind shall prepare an offer on the basis of the service description drawn up together with the customer. The customer is obliged to specify its requirements in detail and to check the service description for completeness. Collective mind is bound to this offer for a period of four weeks.
2. Every order for deliveries or commissioning of other services by the customer is deemed to be a binding contractual offer, unless otherwise stated in the order or commissioning or other agreements. collective mind is entitled to accept this contractual offer within two weeks of receipt. Acceptance can be declared either in writing or by delivery or provision of other services to the customer.
   
   

Dates and deadlines

1. Dates and deadlines are binding if they have been agreed as binding in writing by collective mind and the customer in individual cases. Unless otherwise agreed in individual cases, the performance period begins with the conclusion of the contract or dispatch of the order confirmation. The agreement of a fixed performance date is subject to collective mind receiving the necessary services from its suppliers on time and in accordance with the contract.
2. Compliance with deadlines and time limits requires that the customer provides all information necessary for the deliveries in good time, in particular that the customer performs the acts of cooperation incumbent upon it. If these requirements are not met, the deadlines or dates shall be extended accordingly.
3. If non-compliance with dates and deadlines is due to force majeure, e.g. war, riots or similar events such as strikes or lockouts, the dates and deadlines shall be extended accordingly. The same applies in the event that collective mind does not receive the necessary services of the respective preliminary deliveries on time and in accordance with the contract
   
   
   

Changes

1. The customer may request a change to the requirements in writing at any time. collective mind will review this request and inform the customer whether the proposed change is feasible within the scope of the agreed services. If this is not the case, collective mind will submit a written offer to the customer within two weeks to implement the changes (change offer). The change offer contains in particular the service description and its effects on the service period, the agreed deadlines and the remuneration. The offer shall also take into account possible savings due to reduced expenditure.
2. The customer shall either accept or reject this change offer within the acceptance period specified in the offer (binding period).
3. Until the change offer is accepted, the work shall continue on the basis of the previous contractual agreements. The customer and collective mind may agree in writing that services affected by a change proposal shall be interrupted until the end of the review or - if a change offer is submitted - until the end of the binding period. The performance periods shall be extended by the number of working days on which the work in connection with the change proposal or its review was interrupted by mutual agreement or after coordination.
4. If the offered change to the contractual conditions is not accepted within the binding period, the work shall be continued on the basis of the contract. For the duration of the interruption, collective mind may demand the agreed reimbursement of expenses or a reasonable increase in the agreed fixed price, unless collective mind has deployed its workforce or the employees affected by the interruption elsewhere or has maliciously refrained from doing so.
   
   

Remuneration, terms of payment

1. Unless otherwise expressly agreed in writing, collective mind's prices for purchase contracts are ex works excluding packaging and shipping and plus VAT at the applicable rate. Costs for packaging and shipping will be invoiced separately.
2. Services and work shall be performed in accordance with the prices and special conditions of the respective contract. The prices stated therein are binding. If no fixed prices have been agreed, the price for the respective delivery or service shall be based on the price list valid at the time of the order confirmation.
3. Unless otherwise agreed, the prices are "net" plus the respective statutory value added tax of currently 19%.
4. Unless otherwise agreed, the prices or daily rates apply plus any travel and ancillary costs incurred. One day comprises 8 hours. Expenses for overnight accommodation and travel costs (rental car, fuel, train, flight) shall be paid by the customer in accordance with actual expenditure, additional meal expenses in accordance with statutory regulations. Travel time shall be charged at half the hourly rate. The flat rate per kilometer for cars used is € 0.40/km.
5. The invoice shall be issued after the service has been provided. collective mind is entitled to demand reasonable payments on account.
6. Unless otherwise agreed, the invoice amount must be paid within 14 days of the invoice date. Interest on arrears shall be charged at a rate of 9% p.a. above the respective prime rate. We reserve the right to claim higher damages for default.
7. If the customer is in arrears with payments and fails to make payment despite two reminders, collective mind is entitled to temporarily suspend further services from the same legal relationship to which collective mind is obligated and to declare all outstanding amounts from this relationship immediately due and payable. Any agreed dates or deadlines for the execution of outstanding deliveries and services shall lapse in this case, without collective mind having to make any special reference to this.
   
   

Reservation of title and rights

1. collective mind reserves all rights to the deliveries or services until full payment of all claims arising from the respective contract. This applies in particular to the ownership of the deliveries in question (e.g. data carriers, user manuals, other documentation, etc.) as well as to intellectual property rights (e.g. copyrighted rights of use to software programs and user manuals).
2. The customer shall either accept or reject this change offer within the acceptance period specified in the offer (binding period).
3. Prior to full payment, deliveries and services of collective mind may neither be pledged to third parties nor assigned as security. As long as ownership has not yet been transferred, the customer must inform collective mind immediately in writing if the delivered item is seized or exposed to other interventions by third parties. Insofar as the third party is not in a position to reimburse collective mind for the judicial and extrajudicial costs of an action in accordance with § 771 ZPO, the customer is liable for the loss incurred by collective mind.
   
   

Provision of software/documentation material

1. If the subject matter of the contract includes the provision of software, collective mind grants the customer - unless otherwise contractually agreed - the non-transferable and non-exclusive right to use the software specified in the order and, if available, the documentation material for an indefinite period of time. The scope of use, performance and all other specific software features are determined solely by the documentation enclosed with the software.
2. If standard software is the subject of the contractually owed services, the delivered standard software may only be used in accordance with the license conditions of the respective manufacturer. Failure to comply with these license conditions will result, among other things, in the withdrawal of the license.
3. Deliveries and services from collective mind may not be pledged to third parties or assigned as security before full payment has been made. The software provided to the customer, in particular the source code, including all documentation, remains the property of collective mind. collective mind remains the owner of all copyrights and rights of use to the software provided to the customer, including the respective documentation material, even if the customer modifies it or combines it with its software and/or that of a third party. In the case of such changes or connections as well as the creation of copies, the customer shall attach a corresponding copyright notice. Changes and additions to the source code that are made at the request and expense of the customer shall become the property of collective mind and may be made available to other customers with the customer's consent. Status November 2018 5 The rights of use for the software changes are assigned to the customer. The customer accepts the assignment.
   
   

Update and support

1. If collective mind is commissioned to take over the maintenance and support of software, the scope of these services is contractually agreed in a service level agreement (SLA). The services agreed in this way are remunerated in the form of a flat-rate maintenance and support fee.
2. Unless otherwise agreed, the flat rate includes the following services:
   1. the elimination of errors in the source code
   2. the updating of software (updating)
   3. the exchange of improved standard software including documentation
   4. Advising the customer (by telephone, fax and/or e-mail) on questions that arise for him when using the software
   5. Maintenance also extends to the documentation belonging to the software and to files or database material covered by the service certificate.
3. collective mindis obliged to investigate reproducible errors in the software reported by the customer and, if possible, to provide the customer with a workaround (temporary solution). An error exists in particular if the software does not or does not correctly fulfill a function specified in its service description or does not behave in a functional manner in any other way.
4. In the event of significant errors in the software, collective mind is obliged to rectify the error in one of the following updates. The prerequisite for the search for and elimination of errors is the fulfillment of the customer's obligation to cooperate.
   
   

Service provision

1. Unless otherwise agreed in individual cases, the place of performance shall be the registered office of collective mind.
2. The employees involved in the performance of the service are selected by collective mind. The customer has no claim to the provision of services by specific employees. In the selection process, collective mind will take appropriate account of the interests of the customer. collective mind provides the services through persons who are qualified to provide the agreed services. If a person employed by collective mind to fulfill the contract is replaced by another person and training is required, this shall be at the expense of collective mind.
3. collective mind determines - in accordance with the subject matter of the service - the manner in which the service is provided.
4. The employees of collective mind do not enter into an employment relationship with the Customer. The Customer is not authorized to issue instructions to collective mind or the employees of collective mind involved in the provision of services, with the exception of those agreed within the framework of § 16 Para. 2.
5. The involvement of subcontractors is only possible with the prior express consent of the customer.
6. If collective mind has to present the result of a service in writing, only the written presentation is authoritative.
7. Additional services not covered by the contract shall be provided by collective mind at the written request of the customer against separate payment. Invoicing is based on collective mind's hourly rates valid at the time of performance.
   
   

Obligations of the customer to cooperate in service/work contracts

1. The customer shall appoint collective mind a qualified contact person who can make binding decisions for the customer during the performance of the contractually agreed service. This contact person must be available for the exchange of necessary information and participate in the decisions necessary for the fulfillment of the contract. Necessary decisions by the client must be brought about immediately by the contact person and documented jointly in writing by the contracting parties immediately afterwards.
2. The Customer shall ensure that collective mind is provided with the documents, information, technical data, computer programs, files, documentation, test data, aids etc. necessary for the provision of the service, insofar as these are not owed by collective mind, completely, correctly, in good time and free of charge. In addition, the customer shall ensure that they are updated. collective mind may, unless the contrary is recognized or should have been recognized, assume that these documents are complete and correct.
3. In order to ensure the smooth execution of the agreed services, the customer shall make the necessary decisions within a reasonable period of time (usually 2 days).
4. The customer is responsible for the provision or creation of the necessary structural, technical and other requirements specified to the customer by collective mind.
5. The customer is obliged to define test scenarios (e.g. functional tests, testing special cases). He is also obliged to provide data and suitable business transactions for test purposes in a timely manner and to carry out tests.
6. The Customer shall notify collective mind immediately of any errors that occur and support collective mind in the investigation and rectification of errors within reasonable limits. This includes, in particular, submitting written defect reports to collective mind at its request and providing other data and protocols that are suitable and necessary for analyzing the error.
7. In order to avoid damage - and unless otherwise contractually agreed - the customer is required to ensure that his data is backed up daily in accordance with the state of the art.
8. The Customer is obliged to support collective mind as far as necessary and to create all the conditions necessary for the proper execution of the assignment in its sphere of operation. In addition, the customer shall provide sufficient workplaces and work equipment at the request of collective mind.
9. Unless otherwise agreed, the customer shall store all documents, information etc. provided by collective mind in such a way that they can be reconstructed in the event of damage or loss.
   
   

Notice of defects / liability for defects

1. The customer is obliged to inspect deliveries and services immediately for completeness and obvious defects, in particular also for obvious shortages or damage, and to notify collective mind of these in writing immediately, at the latest within two weeks of receipt of the delivery or service. In the case of non-obvious (hidden) defects, the customer is obliged to report these in writing after their discovery, at the latest within the limitation period. If the customer fails to make the aforementioned complaints, liability for the unreported defect is excluded.
2. The customer shall bear the burden of proof for compliance with and timeliness of the obligation to give notice of defects as well as for the existence and time of discovery of a defect.
3. collective mind is liable for ensuring that the contractual software has the functions specified in the contract or service certificate during the term of the contract.
   
   

Performance disruptions in sales contracts

1. Warranty rights of the customer presuppose that he has properly fulfilled his obligations to inspect the goods and give notice of defects in accordance with § 377 HGB (German Commercial Code).
2. If, despite the care taken, the delivered goods have a defect which already existed at the time of the transfer of risk, collective mind will, subject to timely notification of defects, either repair the goods or deliver replacement goods at collective mind's discretion. Collective mind must always be given the opportunity for subsequent performance within a reasonable period of time. Recourse claims remain unaffected by the above provision without restriction. If the supplementary performance fails, the customer may - without prejudice to any claims for damages - withdraw from the contract or reduce the remuneration.
3. Claims for defects shall not exist in the event of only insignificant deviation from the agreed quality, only insignificant impairment of usability, natural wear and tear or damage arising after the transfer of risk as a result of incorrect or negligent handling, excessive use or unsuitable operating materials which are not provided for in the contract. If improper repair work or modifications are carried out by the customer or third parties, no claims for defects shall exist for these and the resulting consequences either
4. Claims of the customer for expenses necessary for the purpose of subsequent performance, in particular transport, travel, labor and material costs, are excluded if the expenses increase because the goods delivered by collective mind have subsequently been moved to a location other than the customer's branch office, unless the transfer corresponds to their intended use.
   
   

Performance disruptions in contracts for work and services

1. collective mind is entitled to initially provide the customer with a workaround (temporary solution) in the event of reproducible errors in the software. collective mind is then obliged to eliminate the error with the next update. In the case of errors that significantly impair the use of the software, even with a workaround, collective mind is obliged to rectify the error immediately. If collective mind does not fulfill this obligation to rectify the defect within a reasonable period of time, the Customer may either rectify the defect itself and demand compensation for the necessary expenses, a reduction in payment or compensation instead of performance or withdraw from the contract.
2. In all other cases not covered by Clause 1, collective mind is obliged, if the service has not been provided in accordance with the contract and collective mind is responsible for this (disruption of service), to provide the service in whole or in part in accordance with the contract within a reasonable period of time without additional costs for the customer, unless this is only possible with disproportionate effort. Unless otherwise agreed, this obligation of collective mind only exists if the customer notifies collective mind of the service disruption in writing and without delay, but at the latest within two weeks of becoming aware that the service is not being provided in accordance with the contract. To this end, the customer must reasonably observe the provision of services by collective mind.
3. If collective mind is responsible for a non-contractual service and collective mind is unable to provide the contractual service within the grace period set by the customer for reasons for which collective mind is responsible, the customer is entitled either to remedy the defect itself and to demand compensation from collective mind for the necessary expenses, a reduction in payment or compensation instead of the service or to withdraw from the contract.
   
   

Liability

1. collective mind excludes liability for slightly negligent breaches of duty, insofar as this does not affect damages arising from injury to life, limb or health, the assumption of guarantees for the quality of an item or claims under the Product Liability Act.
2. collective mind's liability is limited to the amount of the foreseeable damage typical for the contract for damages arising from the breach of obligations, the fulfillment of which is essential for the proper execution of the contract and on the observance of which the customer may regularly rely. The same applies to breaches of duty by vicarious agents commissioned by collective mind.
   
   

Contract duration / termination / project completion

1. Unless otherwise contractually agreed, the contract for monthly recurring services (e.g. maintenance contracts) begins on the day the work commences and has a minimum term of 1 year. The contract is automatically extended by one year unless it is terminated with a notice period of 1 month before the end of the minimum term or extension.
2. One-off services begin with the conclusion of the contract. If no separate acceptance has been agreed, the contract shall be deemed to have ended and the project completed when the customer uses the services provided by collective mind. If the customer cancels one-off services in whole or in part, collective mind is entitled to charge a cancellation fee of 20% of the unbilled order value of the overall project in addition to the services provided and costs incurred.
3. Termination for good cause shall remain unaffected by the above. Good cause shall be deemed to exist in particular if:
   1. 1. the customer is in arrears with due payments in whole or in part despite a reminder.
      2. any other material provision of the contract or these GTC is breached, even after a written warning.
      3. there are justified concerns regarding the customer's ability to pay and neither advance payment nor adequate security is provided within a reasonable period of time upon request.
      4. the execution of an order is considerably delayed or becomes impossible for reasons for which the customer is responsible.
         
         

Statute of limitations

1. Claims for damages by the customer - irrespective of the legal grounds - shall become time-barred one year after the statutory limitation period begins.
2. Notwithstanding clause 1, the statutory limitation periods shall apply in the following cases:
   1. 1. for claims for defects if collective mind has fraudulently concealed the defect or has assumed a guarantee for the quality.
      2. for claims for damages arising from injury to life, limb or health or under the Product Liability Act
      3. for other claims for damages due to an intentional or grossly negligent breach of duty
      4. for claims for damages arising from the breach of obligations, the fulfillment of which makes the proper execution of the contract possible in the first place and on the observance of which the customer may regularly rely.
         
         

Data protection and confidentiality obligation

1. Both collective mind and the customer are obliged to maintain confidentiality regarding business and trade secrets as well as other information designated as confidential that becomes known in connection with the contractual relationship or the resulting contractual relationship. The disclosure of such information to persons who are not involved in the conclusion, execution or handling of the contractual relationship may only take place with the written consent of the contractual partner. These obligations shall continue to apply even after termination of the contractual relationship. The contracting parties shall also impose these obligations on their employees and any third parties they may employ.
2. Insofar as collective mind has access to personal data stored on the customer's systems, collective mind will only act as a commissioned data processor (Section 11 (5) BDSG) and will only process and use this data for the execution of the contract. collective mind will observe the legal requirements of commissioned data processing and the customer's instructions (e.g. to comply with deletion and blocking obligations) for the scope of this data. The customer shall bear any detrimental consequences of such instructions for the execution of the contract. Details for the handling of personal data shall be agreed in writing by the contractual partners prior to access by collective mind, insofar as this is necessary in accordance with Section 11 (2) BDSG or other legal norms. The contractual partners will also impose these obligations on their employees and any third parties they may employ.
3. collective mind and the customer are aware that electronic and unencrypted communication (e.g. by e-mail) is subject to security risks. In this type of communication, neither collective mind nor the customer will therefore assert claims based on the lack of encryption, unless encryption has been previously agreed.
   
   

Written form clause / partial invalidity

1. Amendments and additions to all contracts concluded between the parties shall only be agreed in writing. Verbal agreements shall only be valid if they are confirmed in writing by collective mind within seven days. A fax or e-mail satisfies the written form requirement.
2. . Should individual provisions of these terms and conditions be or become invalid or contain a loophole, the remaining provisions shall remain unaffected. The parties undertake to replace the invalid provision with a legally permissible provision that comes closest to the economic purpose of the invalid provision or fills the gap.
   
   

Applicable law / place of performance and jurisdiction

1. All contractual relationships between the parties are subject exclusively to the law of the Federal Republic of Germany, excluding the UN Convention on Contracts for the International Sale of Goods (CISG).
2. The place of performance for all obligations arising from the contractual relationship between the parties is the registered office of collective mind.
3. The place of jurisdiction for all disputes arising from the contractual relationships between the parties and for disputes relating to the creation and validity of these contractual relationships is the registered office of collective mind.