General Terms And Conditions

1 scope of the terms of contract
1.1 These General terms and conditions (hereafter: GTC) apply to all contractual relationships in which the UNITY Operations AG against-provides on the contract partners benefits.
1.2 In the Following, the UNITY Operations AG is referred to as the "UNITY of Operations", the contract partner of the UNITY of Operations as a "Purchaser" and together as "parties".
1.3 "services" within the meaning of point. 1 no. 1.1 of these terms and conditions to be agreed in the contracts between UNITY of Operations and the Client.
1.4 Unless otherwise agreed, these terms and conditions, exclusively. I.e., conflicting and/or supplementary conditions – in particular, the General terms and conditions of the customer do not apply, if the Client is pointed to this, and the UNITY of Operations has not objected to such terms and conditions explicitly.

2 contract initiation and conclusion of contracts
2.1 UNITY of Operations provides, unless otherwise agreed in writing, the services solely on the basis of the respective offer or Contract in connection with these terms and conditions. The provisions of the Contracts concluded before go to these terms and conditions.
2.2 to the Extent that the UNITY of Operations developed for the Client in the context of a Contract, for example, concepts, plans, proposals, test programs, presentations, these remain the intellectual property of the UNITY Operations. The services of the UNITY of Operations in the framework of pre-contractual obligations under these terms and conditions.

3 scope and execution of services
3.1 The services of the UNITY Operations are in accordance with the contract requirements and to be performed in the respective contract agreed remuneration. The extent of the benefits derived from the binding offer.
3.2 The provision of the service employees used in the UNITY of Operations are subject to the authority by UNITY Operations. The Client can only make the respective project managers and supervisors, employees of the UNITY Operations technical instructions regarding the execution of the contract. The UNITY Operations staff will not be integrated into the customer's Operations. UNITY Operations determines the Composition of the own teams of employees. UNITY Operations can dismiss individual members of the team or replace, to the extent that this is no fundamental changes occur, and the purpose of the contract is affected only insignificantly.
3.3 UNITY Operations may, with the approval of the client for the execution of the services, according to the free choice of subcontractors.

4 duties of the client
4.1 The Principal UNITY Operations will assist in the provision of contractual services to a reasonable extent. He will ask him, in particular, the necessary staff, as well as the necessary information, data and documents are complete and in good time and at Work, in the home of the customer, the necessary premises and the necessary technical equipment available. In addition, the effect of services shall require a separate agreement in the contract.
4.2 The Customer must make a proper regular data backup.
4.3 the parties Have not otherwise agreed, procured by the Client for the proper performance of the services by UNITY Operations, if necessary, third-party products (in particular, Hardware, and Software) in-house.

5 performance time
5.1 performance dates and deadlines are only binding if the parties have referred to the Treaty as binding.
5.2 messenger unforeseen Occur, outside of the will of the UNITY of Operations events, such as force majeure or Einfuhrver - sun, the performance time is extended to a reasonable extent. The same applies if such circumstances, the sub-contractor of the UNITY Operations occur.
5.3 The events in the sense of art. 5 no 5.2 of these terms and conditions to strike the same are, lockout, official interventions, or similar involuntary circumstances.
5.4 UNITY Operations is required to comply with a binding agreed performance time only, if the Client is specified in each contract or project plan, or of the UNITY of Operations with reasonable on-the-run in Each of the requested participation has fulfilled all obligations. The Client is in breach of its obligations to cooperate, the parties are obliged to agree, taking into account the resource planning of UNITY Operations new performance dates. The Client is a rush to the replacement of the night and the more costs are required, the UNITY of Operations by the violation of cooperation obligations arise. UNITY Operations will prompt the clients in writing, and setting a reasonable period to correct or repair of the duty to cooperate. After the expiry of this period, los sufficient success is the UNITY of Operations entitled to terminate the contract extraordinarily without notice, if UNITY Operations has threatened in writing to. The assertion of further UNITY of Operations, stockholders ' rights remains UNITY Operations by the above regulations are not taken.

6 service disruptions and warranties
6.1 UNITY Operations ensures a proper and careful Performance of the services by qualified personnel. For the contractually agreed Condition of the contract and the specifications contained description is to be conclusively defined. A texture is not agreed, on the Fitness for the contractually intended Use, otherwise, on the basis of the ordinary, by the Client as a common expected use. UNITY Operations indicates that it is according to the current state of the art in General, is not reasonable is possible to create a errors completely free Software.
6.2 The Customer is obliged to examine the results of the work and/or Software immediately, and any defects without delay, but at the latest within 2 weeks after delivery of the work results and/or Software, written in a comprehensible Form, specifying the defect appropriate information. The Client is obliged to support UNITY Operations in the context of what is Reasonable in the case of removal of the defect.
6.3 defects that can not be discovered despite thorough testing within 30 days are to be reported immediately upon discovery by the Customer, otherwise, the warranty claims shall be excluded. In addition, the Customer is obligated to support UNITY of Operations at the Error position and the elimination of defects and, on request, auxiliary information, or to print.
6.4 UNITY Operations against any defect in appearance of Power, at our discretion, free of charge repair or replacement of defective parts be entitled. In the case of software services, UNITY Operations can meet the obligation to eliminate defects by UNITY Operations will provide the Customer with a new version of the program. A new software of the Customer must assume, if the contractual features retained, and the Assumption is not unreasonable. To the extent possible and reasonable for the Customer, may UNITY Operations the Client to remedy the defect by delivery of a circumvention measure ready. UNITY Operations is entitled to handle any errors that occur if this is even eliminate only with disproportionate effort, and as a result, the use of the Software is not affected considerably. If the rectification or replacement delivery fails permanently, the Client may cancel the lack of an appropriate reduction of the remuneration part of the ver-long or withdraw from the contract or a long-term debt ratio terminate. If the rectification or replacement delivery after three attempts, as an end-valid failed. Period of grace set by the customer must be reasonable. Claims for compensation point shall apply exclusively. 12 (Liability) of these terms and conditions.
6.5. In rent UNITY Operations shall only be liable for defects, the conclusion of the Treaty were already at the present, if UNITY Operations in this respect at fault.
6.6, the deficiencies Are caused by circumstances beyond the UNI-TY of Operations has, the warranty rights. This applies, for example, when purchasing used IT systems, or if the Client uses an improper Hardware or installation requirements does not comply with or without the knowledge of the UNITY of Operations, Changes to a Software that makes or allows to be unless the Client can prove that the Changes for the lack of a causal link.
6.7 claims due to defects shall lapse on the expiry of twelve months after delivery and acceptance of the contractual services.
6.8 Results in a Review, that there is no entitlement of the customer to Repair or replacement, so UNITY Operations is entitled to charge the resulting costs to time and Material, on the basis of the existing contract.

7 Protection Of The Rights Of Third Parties
7.1 if a third party against the Customer, that a power of UNITY, Operations, industrial property rights and/or violations of copyright, the Customer is obligated to notify UNITY of Operations of this immediately in writing. In the case of a legal dispute, the Client will vote on the defense with UNITY Operations.
7.2 If UNITY Operations in coordination with the Customer the exclusive defence, shall be the sole UNITY of Operations on an out-of-court scheme, or the more process control or termination of the litigation. The Client is obliged to provide UNITY of Operations, all for a reasonable defence of the required and the Client-to-access information and support UNITY of Operations as appropriate.

8 liability
8.1 UNITY of Operations is always unlimited in the full amount for Personenschä-the (injury of life, body and health), as well as for deliberately or grossly negligently caused damage, and in the case of a liability according to the product liability act. This is also an unlimited liability for fraudulent concealment of defects or the Absence of a condition for the UNITY of Operations of a guarantee, or the grossly negligent breach of an essential contractual obligation is. Essential contractual obligations are obligations whose fulfilment enables the proper execution of the contract and on whose compliance the Customer may regularly rely. It is the statutory periods of limitation shall apply to periods.
8.2 In all other cases of slight negligence, the liability of the UNITY of Operations is always limited to the typical foreseeable damage and for damage to property up to $ 500,000 per incident, for a total of however, up to a maximum of 1.0 Million euros per contract, for property damage up to a maximum of 10% of the total remuneration of the contract. The liability for damage to property is limited to a total of 500,000 euros per contract and limited. This does not apply to the violation of essential contractual obligations, for the following point. 12 no. 12.1 these terms and conditions is unlimited liability.
8.3 The liability for consequential and indirect damages such as loss of profits, damages for business interruption or loss of savings are excluded.
8.4 For the loss of data stored UNITY Operations shall only be liable if the Client has ensured, through a properly implemented data backup that these data can be reconstructed by a reasonable amount of effort. The liability is limited to the amount of the recovery effort.
8.5 claims for compensation and reimbursement of expenses claims become time-barred within one year from the date of delivery or acceptance or performance of the last service.
8.6 UNITY Operations Is obliged, on the basis of a separate written agreement to pay the Customer a penalty or a similar lump-sum damages, so this payment obligations to the agreed limitation of liability after point. 12 no. 12.2 these terms credited.
8.7 warranties, texture representations or other assurances must be expressly as a "quality commitment", "property representation", "guarantees" or "warranty statement" means.
8.8 These liability provisions apply to all claims for damages and reimbursement of Expenses claims, irrespective of their legal reason, including pre-and in addition to contractual claims.

9 rights of use
9.1 The Client created to work results, irrevocable, unrestricted, non-transferable, non-exclusive right of use to the UNITY of Operations in the framework of contractual obligation.
9.2 A for the use of the Software provided, in particular, for testing purposes, do not change the Client. UNITY Operations provides Software, in principle, as object code. Even just a partial conversion in the source code of the Customer is prohibited. To the extent that the parties to the contract have agreed in nothing else, is not liable for UNITY Operations, the delivery of the source code.
9.3 The Customer shall receive the right to use the Software on the contract specified or UNITY Operations of the shared IT System and to make use of for in the contract at the specified maximum number of users. Use the IT System is capable of, the buyer is permitted to the use of temporarily on another IT System.
9.4 upon termination of the right of use of the Client is required, the original data carrier to the Software and all copies thereof to UNITY Operations, return or destroy permanently, and to confirm this UNITY of Operations at the Request in writing.
9.5 The Customer may only sell the copies of licensed Software to a third party if the Customer waives the right to continue use of the Software and the third party shall be bound by written Declaration against UNITY Operations for the protection of the Software as well as the limits of the right of use of the Client acknowledges. The rented Software may rent the Principal only with the consent of UNITY Operations continue.

10 confidentiality and privacy policy
10.1 The parties are obliged to use all of them in the framework of the contractual relationship gained knowledge of business and trade secrets, and confidential transactions for the processing of the respective contract, to treat them indefinitely as confidential and not disclose it to third parties. This does not apply to ideas, concepts, know-how, techniques, and data, the parties already generally known, or are known or known to be. Employees of the parties who are professionally obligated to Secretive-ness, are not considered third parties within the meaning of this provision.
10.2 The parties shall comply with the legal data protection provisions, in particular, you will use only by persons for the Performance, which are bound in writing to the confidential handling of personal data.As far as UNITY Operations processed in connection with the execution of a contract, personal data will be UNITY Operations on behalf of the Principal within the meaning of article 28 Para. 3 DSGVO tätig. The parties will conclude a separate contract for order data processing.
10.3 The Client agrees that UNITY Operations processes the data required for Business transactions of the customer in compliance with the data protection legislation.

11 reference permission
UNITY Operations is entitled to call the activities for the Customer in the course of Business to the public as a reference.

12 term and termination
12.1 long-term obligations will be closed for the agreed in the individual contract term. A term is not expressly agreed upon, a contract duration of up to two years, as agreed. To the extent the parties shall not terminate the Contract, the contract is renewed after the expiry of the agreed term of the contract implied by a year. Of this regulation, contracts for rent or lease are excluded.
12.2 long-term obligations, in particular, Service and maintenance contracts can be terminated before the expiry of the agreed period of time, with a notice period of 30 calendar days, unless a party to a material agreement of the contract, is in breach of, and a written reminder of the other party fails to end the infringement within a period of time not to exceed 20 calendar days. This contracts for rent or lease, for a separate, in contract, in each case to be agreed termination law are excluded.
12.3 In the event of a termination of UNITY Operations of the claim to remuneration for all the up to the effective date will remain the termination of services provided.
12.4 The right to termination for good cause in accordance with section 314 of the German civil code remains unaffected.
12.5 Each party is also entitled to terminate a contract if the other party for the opening of insolvency proceedings or insolvency proceedings are dismissed for lack of assets or the other party ceases its business, a non-insolvency law business management operates or is no longer capable you from this contractual payment obligations to come.

13 Severability Clause
A provision of the contract or of these General terms and conditions should be or become ineffective, or contain a loophole, the validity of the remaining provisions shall remain unaffected. The parties undertake to agree in this case with a legally valid Provision that reflects the economic aim of the invalid clause as close as possible.

14 writing
14.1 representations, collateral agreements, Changes or additions to contractual agreements require the written form.
14.2 The written form is maintained by Fax. It can be replaced by electronic documents, if they are provided with a digital signature, or the signing of a Declaration of recognition.

15 Applicable law and jurisdiction
15.1 The contract language is German. At the time the contract documents (e.g., purchase order, order), or other correspondence, the German language version shall prevail.
15.2 between The UNITY of Operations and the Principal contract, as well as the agreements are subject to the law of the Federal Republic of Germany. The UN purchasing law (CISG – United Nations Convention on contracts for the international sale of goods of 11. April 1980) is excluded.
15.3 the place of performance for all contractual obligations is Büren. The exclusive place of jurisdiction for all disputes arising from this contractual relationship is Paderborn, Germany, insofar as the law does not necessarily something else.

Stand: 18. March 2021