Terms and Conditions

1. 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) BGB. collective mind will only recognize terms and conditions of the customer that conflict with or deviate from these terms if collective mind has expressly agreed to them in writing.
2. These General Terms and Conditions also apply to all future business transactions with the customer, insofar as they are legal transactions of a related nature.

2. Offer and Contract Conclusion

1. In the case of development or consulting contracts, collective mind prepares an offer based on the service description developed jointly with the customer. The customer is obliged to specify their requirements in detail and to check the service description for completeness. collective mind is bound by this offer for a period of four weeks.
2. Each order for deliveries or commissioning of other services by the customer is considered a binding contract offer. collective mind is entitled to accept this contract offer within two weeks of receipt.

3. Dates and Deadlines

1. Dates and deadlines are binding if they have been agreed in writing as binding by collective mind and the customer in the individual case.
2. Compliance with dates and deadlines requires that the customer provides all information necessary for deliveries in a timely manner.
3. If non-compliance with dates and deadlines is due to force majeure, such as war, riots, or similar events such as strikes, lockouts, the dates and deadlines shall be extended appropriately.

4. Amendments

1. The customer may request changes to requirements in writing at any time. collective mind will review this request and inform the customer whether the proposed change can be implemented within the scope of the agreed services.
2. The customer shall either accept or reject the amendment offer within the acceptance period specified in the offer.
3. Until acceptance of the amendment offer, work shall continue on the basis of the previous contractual agreements.

5. Remuneration, Payment Terms

1. Unless expressly agreed otherwise in writing, collective mind's prices for purchase contracts apply ex works, excluding packaging and shipping, plus VAT at the applicable rate.
2. Services shall be provided at the prices and special conditions of the respective contract.
3. Unless otherwise agreed, prices are understood to be "net" plus the applicable statutory VAT of currently 19%.
4. Unless otherwise agreed, prices or daily rates are exclusive of any travel and incidental expenses incurred.
5. Invoicing takes place after service provision. collective mind is entitled to request reasonable advance payments.
6. Unless otherwise agreed, the invoice amount is due within 14 days of invoicing. Default interest will be charged at 9% above the respective base rate p.a.

6. Retention of Title and Rights

1. collective mind reserves all rights to deliveries and services until full payment of all claims from the respective contract.
2. Prior to full payment, deliveries and services from collective mind may not be pledged to third parties or transferred as security.

7. Provision of Software/Documentation Material

1. If the subject matter of the contract includes the provision of software, collective mind grants the customer 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.
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.
3. The software provided to the customer, particularly the source code, remains the property of collective mind including all documentation.

8. Update and Support

1. If collective mind is commissioned to provide maintenance and support for software, the scope of these services is contractually agreed in a service level agreement (SLA).
2. collective mind is obliged to investigate reproducible errors in the software reported by the customer and to provide a workaround if possible.

9. Service Provision

1. Unless otherwise agreed in individual cases, the place of service provision is collective mind's place of business.
2. The employees involved in performing the service are selected by collective mind.
3. collective mind determines the manner of service provision in accordance with the subject matter of the service.
4. The engagement of subcontractors is only possible with the customer's prior express consent.

10. Customer's Obligations to Cooperate

1. The customer shall designate a qualified contact person to collective mind who can make binding decisions for the customer during the performance of the contractually agreed service.
2. The customer shall ensure that collective mind has complete, correct, timely and free access to all documents, information, technical data, etc. necessary for the provision of the service.
3. The customer is obliged to define test scenarios and to provide data for testing purposes on time.
4. The customer shall notify collective mind of any errors that occur immediately and support error investigation.

11. Defect Notices / Warranty

1. The customer is obliged to inspect deliveries and services immediately for completeness and obvious defects and to report these in writing immediately, no later than within two weeks of receipt.
2. The customer bears the burden of proof for compliance with and timeliness of the obligation to give notice as well as for the existence and time of discovery of a defect.
3. collective mind warrants that the contractual software has the functions specified in the contract during the contract period.

12. Performance Disruptions in Purchase Contracts

1. Warranty rights of the customer require that they have duly fulfilled their inspection and notification obligations pursuant to Section 377 HGB.
2. If, despite care taken, the delivered goods have a defect, collective mind will, at its option, remedy the defect or deliver replacement goods.

13. Performance Disruptions in Works Contracts

1. collective mind is entitled to first provide the customer with a workaround in the case of reproducible errors in the software.
2. In all other cases, collective mind is obliged to provide the service in whole or in part in accordance with the contract within a reasonable period at no additional cost to the customer.

14. Liability

1. collective mind excludes liability for slightly negligent breaches of duty, unless damages from injury to life, body or health are affected.
2. collective mind's liability is limited to the amount of damage typically foreseeable under the contract.

15. Contract Duration / Termination

1. Unless otherwise contractually agreed, contracts for monthly recurring services begin on the day work commences and have a minimum term of 1 year.
2. The contract is automatically extended by one year unless terminated with 1 month's notice before expiry.
3. Termination for good cause remains unaffected.

16. Limitation

1. Claims for damages by the customer – regardless of the legal basis – become time-barred one year from the statutory start of the limitation period.
2. Statutory limitation periods apply in cases of fraudulent concealment, assumption of guarantee, injury to life, body or health, or intentional/grossly negligent breach of duty.

17. Data Protection and Confidentiality

1. Both collective mind and the customer are obliged to maintain confidentiality regarding business and trade secrets and other information designated as confidential.
2. Insofar as collective mind can access personal data, collective mind acts exclusively as a data processor.

18. Written Form Clause / Partial Invalidity

1. Amendments and additions to all contracts concluded between the parties should only be agreed in writing.
2. Should individual provisions of these terms and conditions be or become invalid, the remaining provisions shall remain unaffected.

19. Applicable Law / Place of Performance and Jurisdiction

1. All contractual relationships between the parties are governed exclusively by 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 under the contractual relationships of the parties is collective mind's place of business.
3. The place of jurisdiction for all disputes is collective mind's place of business.

Version: November 2018