Terms and conditions

General Terms and Conditions of CodeWrights GmbH

A. General Terms and Conditions for Contracts
§ 1 Contractual Basis
1.1. These General Terms and Conditions (hereinafter referred to as "GTC") shall apply to the provision of deliveries and services by CodeWrights GmbH (hereinafter referred to as "CodeWrights") to entrepreneurs within the meaning of § 14 of the German Civil Code (BGB) (hereinafter referred to as "Customers").
1.2. Type and scope of the deliveries and services, agreed dates and the remuneration shall be specified in individual contracts (e.g. consulting contracts or license agreements) with reference to these GTC. An individual contract shall come into effect when it is signed by both contracting parties or when the Customer accepts the corresponding offer of CodeWrights.
1.3. The agreed services may include, in particular, the development or adaptation of software (e.g. Industry 4.0 components) and the provision of related consulting services (e.g. in the area of process automation).
1.4. If CodeWrights transfers and licenses standard software to the Customer, the "Special Conditions for the Licensing of Standard Software" in Part B. shall apply in addition to Part A. of these GTC. If CodeWrights supplies maintenance and support services to the Customer, the "Special Conditions for the Provision of Maintenance and Support Services" in Part C. shall apply in addition to Part A of these GTCs.
1.5. In the event of any conflict the individual contract and regulations in other customer-specific contractual documents (e.g. in the offer of CodeWrights) shall take precedence over the GTC; within the framework of these GTC the Special Conditions in Parts B. and C. shall take precedence over the General Terms and Conditions for Contracts in Part A. General terms and conditions or purchase conditions of the Customer shall not apply even if CodeWrights supplies deliveries and services without objecting to said conditions.
1.6. The latest version of the GTC shall also apply to all future contracts relating to the supply of comparable deliveries and services between CodeWrights and the Customer even if this is not expressly referred to again.
1.7. Offers from CodeWrights shall be subject to change and shall not be binding, unless the offer is designated in writing as binding.

§ 2 Definition of Service Types
2.1. Unless otherwise expressly agreed, CodeWrights shall supply all services as services within the meaning of § 611 of the German Civil Code (BGB). In this case the Customer shall be responsible for project organization and the technical implementation of his project on time and within budget. This provision shall apply, in particular, to projects which the contracting parties jointly implement using agile project methods and with the intensive involvement of the Customer's employees (e.g. if the Customer provides the product owner).
2.2. If the individual contract expressly stipulates that CodeWrights is responsible for achieving specific development results or other project results (e.g. if it is agreed that CodeWrights is responsible for the technical implementation of specifications provided by the Customer), CodeWrights shall render its services as work results in the meaning of § 631 of the German Civil Code (BGB). § 10 and § 11 of these GTCs shall then apply to those work results.

§ 3 General Regulations Relating to the Performance of Services
3.1. CodeWrights shall perform the agreed services in accordance with the recognized state of the art, especially the generally accepted technical requirements for software development. CodeWrights shall perform all services with due diligence by its technically qualified employees. Unless otherwise agreed, the services shall be supplied at the head office of CodeWrights.
3.2. If CodeWrights develops or adapts software for the Customer, documentation (especially development documentation and/or user documentation) shall only be produced and provided if the contracting parties have expressly agreed on this in the individual contract. Unless otherwise agreed in the individual contract, the Customer shall receive software only in object code form.
3.3. The provisional schedule for the performance of the services shall be stipulated in an initial timetable. If this timetable contains deadlines and/or time periods, they shall be regarded as nonbinding target dates, unless they are expressly designated as binding. They shall be deferred or extended by the period in which CodeWrights is waiting for necessary decisions or cooperation of the Customer, or is prevented through no fault of its own from fulfilling the contract – e.g. through force majeure or other unforeseen events – and by a reasonable restart period after the problem has been rectified.
3.4. Each contracting party shall designate in the individual contract a contact person who is responsible for the project and the joint collaboration. This contact person shall be entitled to make and accept the necessary statements for his/her contracting party during the performance of the contract, and to take the required decisions. The contracting parties shall only change their contact persons for good cause and shall inform one another immediately in the event of a change in the contact persons.
3.5. CodeWrights shall be entitled, at its own discretion, to use its own employees or subcontractors to perform the services. CodeWrights shall be solely responsible for selecting and assigning the employees. When carrying out the tasks assigned to them – irrespective of the place of performance –, the employees of CodeWrights shall not be bound by any instructions of the Customer regarding time management and organization of the tasks, nor shall they enter into an employment relationship with the Customer.
3.6. If CodeWrights names employees (e.g. in the offer), this shall take place based on the respective state of knowledge and planning status at the time of conclusion of the contract. If, in case of need, it becomes necessary to replace employees, CodeWrights shall ensure that they have comparable qualifications. The Customer may request the replacement of employees only for good cause. In this case the Customer shall pay the costs of training a new employee.
3.7. CodeWrights may take minutes of the contents of project meetings. These minutes shall be binding for both contracting parties if CodeWrights provides them to the Customer and the Customer does not object to them in writing within one (1) week after receipt, stating the reasons.

§ 4 Agile Approach
4.1. If the contracting parties agree in the individual contract that the services are to be provided using an agile project approach, the following paragraphs in § 4 shall apply (in the event of contradictions, these paragraphs shall take precedence over the other provisions of these GTC).
4.2. Unless otherwise agreed by the contracting parties in the individual contract, the Customer shall provide a sufficiently qualified and experienced employee as product owner. The product owner shall be responsible, in particular, for specifying the Customers requirements relating to the contractual services and for the contents of the product backlog. The product owner may only be replaced by the Customer with the prior permission of CodeWrights or if there is a compelling reason in the person of the employee, e.g. his/her employment contract ends. CodeWrights may request that the product owner be replaced if CodeWrights believes that this person does not have the necessary qualification or experience.
4.3. Unless otherwise agreed by the contracting parties in the individual contract, CodeWrights shall provide a suitable employee to act as the scrum master. This person shall be responsible for complying with the agile procedure model and the agile processes. The scrum master shall ensure that the project team functions and can work productively. The scrum master shall create a suitable work environment for the project team, moderate in the event of problems and promote a joint sense of responsibility among everyone involved.
4.4. The contractually agreed services shall be subdivided into service packages which shall be processed jointly by the contracting parties in short-phased time periods incrementally in cycles of 2 to 4 weeks each ("sprints"). Following an initial workshop, the contracting parties shall hold a planning meeting at the start of every sprint to agree the content to be handled and the objectives of the particular sprint.
4.5. Self-contained partial services and software increments shall be accepted by the Customer at the end of each sprint. The acceptance inspection shall be carried out either at the end of a sprint or before the start of the next sprint during a joint meeting in which the respective work results are tested and checked by the contracting parties for their condition in accordance with the contract. Work results not accepted at the latest five (5) working days after the end of the particular sprint shall be regarded as accepted, unless the Customer clearly informs CodeWrights in writing or text form about defects that prevent acceptance. Requirements that were not or not properly implemented shall be reincorporated in the product backlog and implemented in a later sprint.
4.6. The contracting parties acknowledge that the agreed agile approach will place high demands on cooperation by the Customer. In particular, the Customer shall be obliged to provide sufficiently dimensioned personnel capacities and qualified employees for the project; these employees shall possess the necessary experience of agile project methods. The Customer shall implement corresponding organizational measures to ensure that his employees can make binding statements and take decisions during project meetings. If CodeWrights is unable to perform its services without the cooperation of the Customer or cannot perform them as agreed, delays shall be the responsibility of the Customer and CodeWrights shall retain its right to claim the respective remuneration.

§ 5 Changes in Servicess
5.1. If the Customer wants to change his requirements and/or the agreed scope of services, and if the resulting additional expenses cannot be compensated by waiving or reducing other service parts (exchange for free method), the change request procedure described below (change request procedure) shall be applied.
5.2. CodeWrights shall check the Customer's change request and send the customer a corresponding offer for implementation. The Customer shall pay the additional costs for implementing these changes. The change in services shall only be implemented after a corresponding supplementary agreement has been concluded and documented.
5.3. In the absence of any other agreements, CodeWrights shall be entitled to demand remuneration based on its actual expenses for checking a change request and preparing a subsequent offer. Subject to any different regulation in the supplementary agreement, agreed dates and periods shall be postponed or extended by at least the number of calendar days on which the contractual work had to be interrupted on account of the change request and by an appropriate restart period. The contracting parties shall speed up all processes relating to the agreement of service changes as far as possible in order to avoid delays in the project if possible.
5.4. CodeWrights may particularly refuse to execute a change request from the Customer if the change is technically not feasible, if CodeWrights is afraid of negative impacts on services already provided, or if CodeWrights cannot or temporarily cannot or cannot reasonably be expected to execute the change due to capacity reasons.

§ 6 Responsibility and Cooperation of the Customer
6.1. As a material contractual obligation, the Customer shall provide the cooperation services described in these GTC and in the other contractual documents, as well as all other provisions and cooperation services that may be required for the performance of the services, in a timely, proper and complete manner. No remuneration shall be due for this.
6.2. The Customer shall ensure that his employees have the qualification and experience that are required for the cooperation services and shall release these employees from other tasks to the necessary extent.
6.3. The Customer shall provide to a necessary extent complete and consistent information and documents, the required IT infrastructure, test cases, test data and a test environment, and shall cooperate in terms of specifications and tests.
6.4. The Customer shall create all the conditions which are required to duly provide the services in his sphere of operation. In particular, the Customer shall grant CodeWrights access to his hardware and software – both remotely and onsite – to the necessary extent during the entire term of the contract.
6.5. The Customer shall ensure that the necessary third-party products (equipment, machines, software, databases, etc.), which are required to perform the contractual services, are provided and licensed. The Customer shall be responsible for ensuring the proper operation and availability of the third-party products, if necessary, by means of license and maintenance agreements with the manufacturers or suppliers of the third-party products during the term of the contract.
6.6. The Customer shall be responsible for verifying whether requirements of the Customer or services of CodeWrights (including the ideas and principles forming the basis of these services) conflict with copyrights and/or industrial property rights of third parties (e.g. patents, trademarks, registered designs, etc.). The Customer shall also be responsible for checking corresponding register entries. Unless otherwise expressly agreed in the individual contract, CodeWrights shall not be responsible for performing these legal checks.
6.7. If the Customer commissions other service providers in the context of the project, these service providers shall be regarded as agents of the Customer. The Customer shall be responsible for defining, coordinating and supervising the work of the different service providers. The Customer shall perform the necessary management and control tasks in such a way that CodeWrights does not suffer any delays, waiting times and/or additional costs.
6.8. The Customer shall take suitable emergency precautions (e.g. by means of regular data backups, regular verification of his IT systems) and shall ensure that his IT systems can at least be operated continuously on an emergency basis through a corresponding contingency concept if they fail. If there are no explicit written instructions in an individual case, the employees of CodeWrights may always assume that all data with which they come into contact are adequately secured against loss, alteration and damage.
6.9. Waiting times, downtimes, costs and additional expenses of CodeWrights resulting from delayed, nonperformed or improperly performed cooperation obligations shall be invoiced to the Customer based on the actual expenses at the agreed daily rates. If cooperation services to be rendered by the Customer are rendered by CodeWrights as a substitute after the fruitless expiration of a reasonable deadline set for this purpose – also with no requirement of a deadline if there is an imminent risk of default -, the resulting additional expenses shall be paid by the Customer depending on the work involved. Any further claims by CodeWrights shall not be affected.

§ 7 Rights to Use Work Results
7.1. All new property rights, copyrights and industrial property rights (including all rights to patentable inventions and to the resulting know-how) arising in the course of CodeWrights' performance of deliveries and services, in particular with respect to the software created and/or adapted for the Customer, including design and concept documents, documentation, specifications, etc., are the exclusive property of CodeWrights in its relationship with the Customer, even to the extent that such protectable work results have arisen as a result of specifications or with the cooperation of the Customer.
7.2. The respective applicable open source licensing conditions shall take precedence in respect of tools, program libraries and other open source software which CodeWrights makes available to the Customer. In addition, the licensing conditions in these GTC shall apply. Upon request, CodeWrights shall provide the Customer with the applicable open source licensing conditions free of charge. The Customer shall ensure that the open source licensing conditions relating to the open source software are observed in his sphere of responsibility.
7.3. Unless otherwise agreed in the individual contract, the Customer receives a non-exclusive, non-transferable and irrevocable right with no restrictions on time and place to use all the software and other work results, which CodeWrights creates for and provides to the Customer, for the agreed or anticipated business purposes of the Customer. The aforementioned right is granted to the Customer subject to the condition precedent of full payment of the agreed remuneration. If the individual contract stipulates a specific target system (machine, item of equipment or another device) for which the software is to be developed, the software may only be used by the Customer in connection with this defined target system. Within the framework of contractual use, the Customer shall be entitled to copy the software and produce the necessary backup copies which shall be marked as such.
7.4. The Customer may only modify the software (e.g. further develop) and integrate it in his own systems if and in so far as the contracting parties have expressly agreed to transfer the source codes required for this purpose and they did not agree any different provisions relating to the scope of the use rights in the individual contract. If the Customer makes changes to the source code himself or through third parties on his behalf, CodeWrights assumes no responsibility for these changes and other subsequent impacts on other software components. In particular, the Customer bears the burden of proof that any defects in the software were not caused by the changes made by the Customer.

§ 8 Confidentiality and Data Protection, References
8.1. The Customer shall be obliged to maintain confidentiality regarding all business and trade secrets of CodeWrights entrusted to him, made accessible to him, or which become known to him in another way. The Customer shall only use this confidential information for the intended purpose of the contract. The Customer shall grant access to the confidential information only to those of his employees who need to know it in order to fulfill the purposes of the contract (need to know principle). The obligation to maintain confidentiality shall apply for another period of three (3) years after the individual contract has ended.
8.2. The confidential information of CodeWrights shall include, in particular, the developed or adapted software (along with documentation) in all code and expression forms. The use rights granted in § 7 above shall not be affected in this respect. The Customer shall not be entitled to obtain confidential information of CodeWrights through reverse engineering. Reverse engineering shall be regarded as all actions, including observation, testing, examination and deconstruction, with the objective of acquiring confidential information. The application of mandatory statutory copyright regulations remains unaffected in this respect.
8.3. The obligation to maintain confidentiality shall not apply to confidential information which was already known to the Customer beforehand without the obligation to maintain confidentiality or is or becomes generally known without the Customer being responsible, or which is legally notified to the Customer by a third party without the obligation to maintain confidentiality or was proven to have been developed independently by the Customer.
8.4. The provisions of this § 8 shall not restrict the right of the contracting parties to make further use of ideas, concepts or procedures which relate to the contractual services and became part of the general know-how of their respective employees during cooperation, provided this does not infringe the industrial property rights of the other party or a third party.
8.5. The contracting parties shall be obliged to keep all business items and documents, which they receive, in a proper way so that third parties cannot examine these items and documents. The contracting parties shall be obliged to hand over these items and documents to the other party at any time when requested to do so.
8.6. Any other legal obligations to maintain confidentiality (e.g. in relation to business and trade secrets from the Law on the Protection of Trade Secrets (GeschGehG) or regarding personal data from the General Data Protection Regulation (GDPR)) shall apply and shall not be affected by the above-mentioned provisions.
8.7. If the Customer agrees to be named as a reference customer, CodeWrights may include the Customer's name for its own advertising purpose in a reference list and use the Customer's trademarks and logos in printed publications and online, e.g. on the website of CodeWrights.

§ 9 Remuneration and Payment Terms
9.1. The amount and due date of the agreed remuneration shall be regulated in the offer or the individual contract. Unless otherwise agreed by the contracting parties, the services shall be remunerated on a time and material basis at the agreed daily or hourly rates. If a specific number of person-days is mentioned in CodeWrights' offer or in the individual contract, these are non-binding estimates in the absence of an express agreement to the contrary.
9.2. The effort-related remuneration shall be invoiced monthly to the Customer after provision of the services and on presentation of the customary activity report used by CodeWrights. CodeWrights shall notify the Customer if it discovers that the estimated number of person-days will be exceeded.
9.3. The Customer shall have the option to commission certain contingents of person-days over a specific period of time with binding effect. If, however, the Customer fails to request any services in a bindingly commissioned contingent during the agreed service period, they shall still be remunerated by the Customer in accordance with the conditions agreed in the offer or the individual contract; if CodeWrights is able to deploy the employees alternatively in other projects, CodeWrights shall set off what it has gained by using the employees´ labor for other purposes.
9.4. Agreed daily rates shall cover a working time of eight (8) hours. Any additional hours of work per day shall be remunerated proportionately on an hourly basis. In the event of work at the weekend and on public holidays (public holiday regulations in Baden-Württemberg and December 24 and 31), which CodeWrights performs at the request of the Customer, a surcharge of 100% shall be levied on the applicable daily rate; in the event of night work, (from 8 p.m. to 7 a.m.), this surcharge shall amount to 50%.
9.5. The actually incurred costs for traveling of the CodeWrights employee from his/her regular place of work to the Customer's office shall be calculated as traveling expenses; CodeWrights is responsible for selecting the means of transport. The amount of costs to be reimbursed by the Customer shall be shown in the offer or the individual contract. Traveling times shall be charged as working times at the agreed daily or hourly rate.
9.6. All payments shall be made by the Customer without deductions within 30 calendar days from the date of receipt of the invoice. All prices shall be exclusive of valid statutory VAT if this is payable.
9.7. If the Customer is in default of payment, CodeWrights shall be entitled to suspend its contractual services with immediate effect after the fruitless expiration of a reasonable grace period until the Customer has fully complied with his payment obligations and all outstanding debts have been paid. Any further rights of CodeWrights due to the Customer's default of payment shall not be affected.

§ 10 Performance and Acceptance of Work Services
10.1. If CodeWrights performs work services or the contracting parties expressly agree to carry out acceptance of work results produced specifically for the Customer, the contracting parties shall jointly define the requirements and the procedure for acceptance in the individual contract.
10.2. Separately identifiable work results, e.g. independently executable and testable software increments produced during a sprint, shall be independently accepted by the Customer at the request of CodeWrights if the respective work results are accessible for acceptance. By such partial acceptance, the Customer declares his agreement to the respective part of the performance; in this respect, each partial acceptance shall have the effects of an acceptance within the meaning of § 640 of the German Civil Code (BGB). Partial acceptances that have already been exercised shall not be affected by the success of subsequent acceptance tests. A final acceptance shall only take place if this has been expressly agreed between the parties.
10.3. CodeWrights shall make the work results available to the Customer for acceptance and shall inform the Customer about readiness for acceptance. The Customer shall carry out the acceptance test within not more than two (2) weeks and shall declare acceptance if no defects preventing acceptance occurred during the acceptance test. Only those defects in the work results, which exclude or seriously limit their use, may prevent acceptance and stop the acceptance test. The contracting parties may agree a different procedure for the acceptance of individual sprint results in order to accelerate the progress of the project.
10.4. Acceptance or partial acceptance may also take place by way of conclusive behavior of the Customer, e.g. through use of the work results to be accepted in live operation (i.e. not merely for test purposes), through unreserved payment of the remuneration or by calling off other services based on the work results to be accepted. The work results shall also be deemed to have been accepted if the Customer does not inform CodeWrights in writing about any defects preventing acceptance within two (2) weeks after receipt of notification of readiness for acceptance.

§ 11 Liability for Defects in Deliveries and Work Results
11.1. CodeWrights shall warrant that the deliveries provided to the Customer (e.g. pre-existing standard software) and the work results (hereinafter uniformly and jointly referred to as "Contractual Items") correspond with the agreed description of the deliveries and/or work results. If CodeWrights performs services in accordance with the Customer's requirements and specifications or integrates third party components at Customer's request in CodeWrights' own developments or already existing systems, CodeWrights shall not be responsible for the technical and legal properties of these third-party components nor for the consequences of the implementation of the Customer's requirements.
11.2. Defects shall not include functional impairments of the Contractual Items which arise, for example, from incorrect operation by the Customer, from the Customer's systems or system environment, from incomplete or incorrect data or data not complying with the requirements of CodeWrights, or from other circumstances from the Customer's sphere of risk. Any liability for defects shall depend on the Customer complying with the system requirements and operation conditions specified by CodeWrights, and not changing the Contractual Items or using them contrary to the provisions of the contract (e.g. for target systems or in a system environment other than that agreed), unless the Customer proves that the defect does not relate to these circumstances.
11.3. CodeWrights shall warrant for defects through subsequent performance, which shall be carried out at the choice of CodeWrights either by subsequently delivering a Contractual Item free of defects or by rectifying the defect. CodeWrights may also rectify the defect by initially showing the Customer reasonable possibilities to prevent or circumvent the impacts of the defect.
11.4. If subsequent performance finally fails (at least two (2) attempts for each duly claimed defect), the Customer may withdraw from the contract or reduce the remuneration. Due to the complexity of the Contractual Items, more than two (2) attempts of subsequent performance may also be appropriate and reasonable for the Customer. In the event of only insignificant deviations of the Contractual Items from the agreed quality, the Customer shall not be entitled to withdraw from the contract. There shall be no right to self-performance or performance by a third party. CodeWrights shall pay damages or reimbursement of futile expenses due to a defect within the limits set forth in § 13.
11.5. If CodeWrights provides services during the analysis or rectification of a defect without being obliged to do so, CodeWrights may request the Customer to pay separate remuneration for these services based on the actual cost. This provision shall apply, in particular, whenever a defect reported by the Customer cannot be proven or cannot be attributed to CodeWrights. There shall be no claim to additional remuneration if it was not apparent to the Customer, when exercising the necessary and reasonable care, that there was no defect in the Contractual Items.
11.6. The limitation period for defect claims by the Customer shall be one (1) year. This provision shall not apply if CodeWrights caused a defect intentionally or through gross negligence, maliciously concealed a defect from the Customer or another compelling legal regulation precludes a reduction in the limitation period.

§ 12 Infringements of IP Rights
12.1. CodeWrights warrants that the Contractual Items provided to the Customer are free of third-party intellectual property rights and shall indemnify the Customer from third-party claims due to infringements of intellectual property rights in accordance with the following provisions.
12.2. If third parties enforce claims against the Customer due to the infringement of their intellectual property rights caused by the Contractual Items, the Customer shall inform CodeWrights immediately in writing and in detail. CodeWrights shall be entitled but not obliged to solely conduct the dispute with the third party both in and out of court. If CodeWrights makes use of this option, the Customer shall support CodeWrights in its defense to a reasonable extent without payment and shall grant CodeWrights all necessary authorizations in this respect. The Customer will not acknowledge the claims of the third party on its own initiative.
12.3. If the Contractual Items contain a defect of title at the time of passing of risk, CodeWrights shall provide the Customer with a lawful way to use the Contractual Items. To rectify the defect, CodeWrights may alternatively at its choice modify the affected Contractual Items or replace them (fully or partially) by equivalent Contractual Items. If an infringement of third-party intellectual property rights and/or a legal dispute concerning the third-party claims can be rectified or avoided by the Customer using a more up-to-date version of the Contractual Items provided by CodeWrights free of charge, the Customer shall be obliged to accept and use these Contractual Items as part of his obligation to minimize damages, unless he proves that use of the more up-to-date version is unreasonable for him.
12.4. CodeWrights will indemnify the Customer within the liability limits set forth in § 13 from all damages arising from the infringement of intellectual property rights, insofar as these are based on a defect of title in the Contractual Items used by the Customer in accordance with the contract, which was present at the time of the transfer of risk and for which CodeWrights is responsible. In all other respects, the provisions for material defects in § 11 apply accordingly to the Customer's claims based on defects of title.
12.5. CodeWrights is not liable, in particular, if claims of a third party based on alleged infringement of intellectual property rights are based on the fact that the Contractual Items were modified by the Customer or used in violation of the contractually agreed purposes and conditions of use (e.g., for target systems other than those agreed upon or in a system environment other than that agreed upon).

§ 13 General Liability
13.1. CodeWrights will pay compensation for property and financial damage and loss as well as for futile expenses, regardless of the legal reason (e.g., due to defects, default, tort or other breaches of duty), only to the following extent:

in the event of intent and gross negligence as well as in the event of an assumption of a guarantee by CodeWrights in the full amount;
in all other cases only in the event of a breach of a material contractual obligation, without which the achievement of the purpose of the contract would be jeopardized and on the fulfillment of which the Customer may therefore regularly rely; and in these cases restricted to compensation for typical damages foreseeable by CodeWrights at the time of the conclusion of the contract, limited, however, to the maximum amount of liability stated in the individual contract, if no amount is stated therein, limited to the respective order value of the individual contract concerned.

13.2. CodeWrights shall be liable for the restoration of data within the limits set forth in § 13.1 only to the extent that the Customer has ensured that the data can be reproduced at any time with reasonable effort from data backups stored by the Customer in machine-readable form.
13.3. The above-mentioned liability restrictions shall also apply to the legal representatives, agents and employees of CodeWrights.
13.4. The statutory liability for damage resulting from the loss of life, physical injury or injury to health and according to the Product Liability Act (ProdHaftG) shall not be affected by the above-mentioned provisions.

§ 14 Non-Solicitation Clause
14.1. During the term of the individual contract and for a period of 12 months after its termination, the contracting parties undertake not to solicit any employees of the other party (or its subcontractors) involved in the provision of services nor to employ them in any way for themselves or for another company in which they have a significant interest. A solicitation shall be assumed if it cannot be proven that the respective employee was hired as a result of a public job advertisement.
14.2. For each case of culpable violation of the aforementioned non-solicitation clause, a contractual penalty in the amount of one (1) gross annual salary of the solicited employee shall become due. Further claims for damages of the contracting parties shall remain unaffected. Any contractual penalty paid shall be offset against the claim for damages.

§ 15 Term and Termination
15.1. If a specific contract term is stipulated in the individual contract, the contractual relationship may not be terminated by way of ordinary termination until such term expires. If the contracting parties are unable to agree an extension of the contract in good time, it shall end automatically when the stipulated period expires. If the individual contract does not contain any provision regarding its term, each contracting party may terminate the contract with one (1) month prior notice to the end of any calendar month. In the case of contracts for work results, the statutory rights of termination shall additionally apply unless the contracting parties agree otherwise in the individual contract.
15.2. The right of both parties to terminate the contract for good cause shall remain unaffected. Any termination must be in writing to be effective.
15.3. In the event that one of the contracting parties exercises its right of termination, CodeWrights is obligated to immediately surrender to the Customer the tangible work results created up to that point. CodeWrights may refuse to surrender the work results if and as long as there are still outstanding and due remuneration claims.

§ 16 Final Provisions
16.1. Export of the Contractual Items by the Customer and/or use in an international context, e.g. by his foreign subsidiaries, may be subject to national and international provisions of export control law. In this case the Customer shall be responsible for complying with any export bans and requirements (e.g. obtaining official permits) and shall pay the related costs. The Customer will indemnify CodeWrights upon first request against all claims, costs and damages in connection with violations of export control regulations by the Customer.
16.2. The Customer may only assign or transfer contractual rights and obligations to third parties – including companies affiliated with the Customer – with the prior written consent of CodeWrights. § 354a of the German Commercial Code (HGB) shall not be affected.
16.3. Any amendments and additions to the contract, as well as declarations effecting the contract (e.g. settings of deadlines, termination) must be made in writing in order to be effective. The contractually agreed written form requirement shall also be effected through electronic transfer (especially via e-mail) of a document signed and scanned by an authorized representative of a party. The written form requirement can itself only be waived in writing. Other statements (especially during normal project communication) shall not require this written form, but may also be exchanged in text form, i.e. especially by means of a simple e-mail.
16.4. The contract shall be governed exclusively by the laws of the Federal Republic of Germany, excluding the conflict of laws rules of private international law and excluding the UN Convention on Contracts for the International Sale of Goods. The exclusive place of jurisdiction for all disputes arising out of or in connection with the contract shall be Karlsruhe, Germany. CodeWrights shall also be entitled to take legal action at any other national or international court of competent jurisdiction.
16.5. If individual clauses of these GTC or of the individual contract are or become invalid, or if the contract contains a loophole, the validity of the other clauses shall not be affected. The contracting parties shall replace the invalid or missing clause by a valid clause which comes as close as possible to the intended economic purpose of the contracting parties at the time of conclusion of the contract.

B. Special Conditions for the Licensing of Standard Software
§ 17 Delivery of Standard Software
17.1. If CodeWrights provides to the Customer pre-existing development tools, templates or other pre-existing software (hereinafter referred to as "Standard Software”) – either as a stand-alone product, as embedded software or firmware implemented in hardware, or integrated in and as an integral part of customer-specific developments – both the provisions of Part A. of these GTC sand the Special Conditions for the Licensing of Standard Software in this Part B. of the GTC shall apply. The Special Conditions in this Section shall apply both to the temporally unrestricted granting of use rights (purchase license) and the temporally limited granting of use rights (rental license or subscription).
17.2. Unless otherwise agreed, the contract and license conditions of the particular manufacturer or supplier and/or the currently valid open source license conditions shall apply to third-party software and open source software which CodeWrights supplies to the Customer either as a separate product or integrated in its own software. These stipulated conditions may contain provisions that differ from these GTC, in particular, with regard to the granting of use rights and the warranty and liability conditions. CodeWrights has no influence on the business and licensing policy of the manufacturers of third-party software and is unable to prevent, for example, the Customer incurring costs for a necessary upgrade, for example, due to changes in the license model for the third-party software or stopping support for certain versions in future. CodeWrights shall inform the Customer about the valid contract and license conditions for the third-party software, e.g. in its offer, at the time of conclusion of the contract. If the contract and license conditions for the third-party software contain loopholes, the provisions of these GTC shall apply accordingly.
17.3. The properties and functions of the Standard Software, the type and scope of the licenses purchased by the Customer, and the remuneration will be set forth in the offer of CodeWrights or the individual contract. Unless otherwise agreed, the Customer shall receive the Standard Software in the latest version at the time of delivery and only in object code form. The Customer shall have no right to receive the source code of the Standard Software. Together with the Standard Software the Customer shall receive an integrated electronic user manual in the English language.
17.4. Unless otherwise agreed by the contracting parties, the Customer shall be responsible for installing and integrating the Standard Software in his hardware or other systems, for complying with the agreed use conditions and system requirements and for ensuring smooth interaction between the Standard Software and his own systems and other programs of the Customer. The provision of services by CodeWrights such as advice and support during the configuration and integration of the Standard Software in the systems of the Customer shall be subject to a separate agreement.

§ 18 Granting of Use Rights to Standard Software
18.1. All copyrights, industrial property rights and other property rights to the Standard Software (including all new versions) shall remain solely with CodeWrights in the relationship with the Customer (or with the licensors of CodeWrights in the case of third-party software). The Customer shall only receive the non-exclusive use rights which are described in the offer or the individual contract and in this § 18.
18.2. CodeWrights grants the Customer a non-exclusive, perpetual (purchase license) or temporally limited (subscription license) right, limited to the use in the agreed countries, to use the provided Standard Software for the Customer's own business purposes as agreed or as stipulated by both parties. In the case of a purchase license, the use right shall be granted subject to the condition precedent of full payment of the license fee agreed for this purpose.
18.3. The Customer may use the Standard Software for the agreed type and number of licensed units (e.g. servers, systems, machines, authorized users). The nature and extent of the granted use rights and/or the substantive scope of the licenses (e.g. the agreed systems and use purposes) shall be set forth individually in the offer or in the individual contract. During contractual use of the Standard Software, the Customer shall be entitled to copy and distribute it to the required extent as well as make necessary backup copies which shall be marked as such. Copyright and other property right notices within the provided Standard Software may not be removed or changed by the Customer.
18.4. The Customer shall not be entitled to translate, modify or redesign the Standard Software beyond the extent permitted by law – especially the extent described in § 69d of the German Copyright Act (UrhG). Disassembly and decompilation of the Standard Software to establish interoperability of the software with other programs is only permitted under the conditions and within the mandatory limits of § 69e German Copyright Act (UrhG) and if CodeWrights does not voluntarily provide the necessary information and documents within a reasonable period of time despite written request by the Customer.
18.5. If the Customer receives Standard Software from CodeWrights for test purposes, the use rights of the Customer shall be limited to those actions whose objective is to determine the state of the Standard Software and its suitability for the Customer's operational purposes and systems. Any further acts of use, in particular productive operation, as well as the creation of copies (including backup copies), editing and decompilation of the standard software are prohibited. At the end of the agreed test period, the Customer shall delete the Standard Software completely and irretrievably from his systems and shall provide CodeWrights with written confirmation of deletion upon request.
18.6. If CodeWrights grants the Customer the right in the offer or the individual contract to integrate the Standard Software in certain systems and distribute it to third parties, the following conditions shall apply in this respect:

The Customer shall not be authorized to legally represent CodeWrights; the Customer shall conclude licensing agreements with his end customers in his own name and for his own account.
The Customer shall not grant his end customers any rights to use which go beyond or differ from the license conditions in the offer or the individual contract and these GTC; the Customer shall not be entitled to grant (sub)distribution rights to third parties.
The Customer will distribute the Standard Software exclusively under the names and trademarks intended for this purpose by CodeWrights and will leave all copyright notices and other markings serving to identify the program unmodified.
The Customer shall not give his end customers any contractual promises relating to the Standard Software which go beyond the agreed condition according to the offer or the individual contract and these GTC.
If third parties enforce claims directly against CodeWrights due to the culpable infringement of contractual or legal obligations by the Customer, the Customer shall indemnify CodeWrights from these claims, damages and the resulting costs (especially for a reasonable legal defense).

18.7. Any use of the Standard Software beyond the agreed license terms requires CodeWrights' prior written consent. If the Standard Software is used without this consent, CodeWrights shall invoice the Customer for the remuneration for further use in accordance with CodeWrights' currently valid price list (also retrospectively). Claims for damages remain reserved.
18.8. CodeWrights shall be entitled to carry out an audit and check compliance with the agreed scope of use by the Customer either on-site at the Customer's premises or by means of a measurement to be performed by the Customer itself. Such audit shall usually not be performed more than once in a calendar year; additional audits may be carried out if there are strong grounds for suspecting that the license is being infringed. CodeWrights may also commission a third party bound to secrecy to perform the inspection. An on-site inspection shall usually be notified to the Customer at least one (1) week in advance and shall take place during the Customer's normal business hours in such a way that the Customer's business activities are not seriously impaired. CodeWrights shall be obliged to maintain confidentiality regarding all information that is obtained during the inspection and that does not relate to the Standard Software. The results of the inspection may be notified to the manufacturer of relevant third-party software. If an inspection reveals that the Customer has infringed or exceeded the contractual use rights granted to him, the Customer shall pay the costs of the inspection and shall be obliged to obtain an additional license. CodeWrights shall reserve the right to enforce any further rights, especially regarding claims for damages.

§ 19 Liability for Defects
19.1. CodeWrights shall warrant that the Standard Software has the properties and functionalities shown in the product description and user manual at the time of passing of risk (purchase license) or during the agreed term of the individual contract (subscription license), and that the contractually agreed use of the Standard Software does not infringe any third-party rights. Technical data, specifications and performance details in public statements by CodeWrights, especially in advertising material, shall not be regarded as quality descriptions.
19.2. In the event of the temporary granting of rights of use (subscription license), the following special conditions shall apply to liability for defects:

CodeWrights shall deliver the Standard Software in a condition suitable for contractual use and shall maintain it during the term of the contract. The obligation to maintain the Standard Software shall not include the adaptation of the Standard Software to changed use conditions and to technical and functional developments such as changes to the Customer's systems.
If a defect occurs during the term of the contract, CodeWrights shall rectify it within a reasonable period of time. If the Customer has entered into a software maintenance contract with CodeWrights, the latter's terms and conditions (cf. Part C. of these GTC) shall take precedence relating to the rectification of defects (cf. Part C. of these GTC).
If the rectification of a defect finally fails and if this constitutes an important reason for the Customer, the Customer shall be entitled to terminate the individual contract for cause without observing a notice period. The Customer shall not be entitled to terminate the individual contract on account of a minor defect. The Customer shall not be entitled to withdraw from the individual contract. CodeWrights shall only compensate damages and reimburse futile expenditure according to the limits set forth in the general liability clause in § 13.
The Customer may only assert the right of termination pursuant to § 543 (2) No. 1 of the German Civil Code (BGB) provided that the Customer has previously requested CodeWrights to remedy the defect in writing, setting a reasonable deadline of at least two (2) weeks, and the deadline has expired without success.
CodeWrights is liable for defects that were already present at the time of conclusion of the contract, contrary to the legal regulation of § 536a German Civil Code (BGB), only if CodeWrights is responsible for such defects.

19.3. In the event of defects of third-party software supplied by CodeWrights to the Customer, CodeWrights will, at its discretion, assert its warranty claims against the manufacturer or upstream supplier on behalf of the Customer or assign them to the Customer for its own enforcement. Warranty claims against CodeWrights shall only apply in accordance with these GTC if legal enforcement of the claims against the manufacturer or upstream supplier remains unsuccessful or is futile on account of the insolvency of the manufacturer or upstream supplier. Throughout the duration of the claim against the manufacturer or upstream supplier, the limitation period of the Customer's warranty claims against CodeWrights shall be suspended. If CodeWrights satisfies the Customer's claims, any defect claims against the manufacturer or upstream supplier that were assigned to the Customer shall be returned to CodeWrights (reassignment).
19.4. In all other respects, the terms and conditions of § 11 to § 13 of these GTC shall apply to liability for defects.

§ 20 Remuneration and Payment Terms
20.1. The amount and due date of the license fees as well as the terms of payment shall be set forth in the offer or the individual contract.
20.2. If the Standard Software is licensed for a limited period of time (subscription license), an annual subscription fee shall be incurred and shall include the remuneration for the maintenance and support services. The annual subscription fee shall be invoiced by CodeWrights and shall become due for payment each time at the start of a contract year.
20.3. CodeWrights may reasonably adjust the annual subscription fee to reflect its increased costs by giving the Customer at least one (1) month's prior notice, effective at the beginning of the next contract year. This change shall take effect from the start of the next contract year. As proof of the cost increases that occurred, CodeWrights may use the rise in the index of the average gross monthly earnings of full-time employees in Germany for the economic sector "Provision of IT services" (currently published by the German Federal Statistical Office in Special Series 16, Series 2.4, Group J 62). The decisive factor shall therefore be the development of the index between the last index level published at the time of the preceding change notice and the last index level published at the time of the new change notice (calculated based on the quarterly figures). In the case of the first adjustment of remuneration, the development of the index between the index level published at the time of conclusion of the contract and the last index level published at the time of the first change notice shall be decisive. If the index is no longer published in future, the cost increase shall be calculated based on the index which is published by the German Federal Statistical Office and best shows the development in the average gross monthly earnings in the IT sector.

§ 21 Term and Termination of Subscriptions
21.1. The individual contract relating to subscriptions shall come into effect when the offer is confirmed by the Customer or when the individual contract is signed by both parties. Unless otherwise agreed, the individual contract shall have an initial binding term of three (3) years. The individual contract shall thereafter be renewed for a further contract year in each case unless it is terminated by one of the parties with three (3) months' notice prior to the expiry of the respective term.
21.2. The contracting parties' right of termination for good cause shall not be affected. Good cause shall be deemed to exist for CodeWrights, in particular, if the Customer is more than four (4) weeks in default with a substantive part of the remuneration due or if the Customer infringes material contractual obligations in any other way and does not cease this infringement within the period of grace set by CodeWrights even after being requested to do so. If the contract is terminated by CodeWrights for good cause for which the Customer is responsible, CodeWrights shall reserve the right to claim the full remuneration for the current contract period.
21.3. Every termination of the contract shall be effected in writing in order to become legally valid. Partial terminations shall be excluded.
21.4. After the subscription agreement has ended, the Customer shall stop using the Standard Software immediately and shall hand over or destroy the received data carriers and backup copies that were made. At the request of CodeWrights, the Customer shall provide written confirmation of compliance with the above-mentioned obligations.

C. Special Conditions for the Provisions of Maintenance and Support Services
§ 22 Provision of Maintenance and Support Services
22.1. If CodeWrights supplies maintenance and support services to the Customer (hereinafter uniformly referred to as "Maintenance Services"), either as part of a subscription or as a separate service accompanying the acquisition of a purchase license, the Special Conditions for the Provision of Maintenance and Support Services in this Part C of the GTC shall apply in addition to the conditions in Part A of these GTC.
22.2. The maintenance-related software, the type and scope of the Maintenance Services, and the remuneration shall be specified in more detail in the offer or in the individual contract.

§ 23 Scope of the Maintenance Services
23.1. The object of the Maintenance Services is the software provided to the Customer by CodeWrights including any individual adaptations and extensions made to the software for the Customer. CodeWrights shall supply the following Maintenance Services:

Provision of updates (but only in relation to the Standard Software provided by CodeWrights);
analysis and rectification of defects in the software;
telephone and e-mail support during the normal business hours of CodeWrights (if applicable, as part of the support contingent agreed for this purpose in the individual contract).

23.2. The Maintenance Services shall be provided via remote access and during the normal business hours of CodeWrights (Monday to Friday from 8 a.m. to 5 a.m. CET, except on public holidays in Baden-Württemberg and on December 24 and 31).
23.3. Only the current version of the software released by CodeWrights at any given time is subject to the Maintenance Services. CodeWrights shall continue to provide the Maintenance Services for older versions of the software during a reasonable transitional period of six (6) months at most after the appearance of a new version. Once this transitional period has ended, CodeWrights shall only provide the Maintenance Services for older versions of the software after separate commissioning and in return for additional remuneration of the additional costs thus incurred.
23.4. Updates of the Standard Software shall be provided in object code form via download. CodeWrights will not provide the source code of updates to the Customer. The Customer shall be responsible for installing updates. The Customer may use the provided updates only in accordance with the license conditions relating to the software to be maintained. The Customer shall check every update he receives to determine whether it is free of defects before he starts productive use. The rights to the software version replaced by the update shall lapse automatically with the start of the productive use of the update.
23.5. A defect requiring rectification by CodeWrights shall be deemed to exist if the software does not fulfill the agreed properties and functions during contractual use by the Customer, especially in accordance with the agreed use conditions and system requirements, and this seriously impairs the usability of the software. After a defect has been duly notified and described in detail by the Customer, CodeWrights shall rectify it within a reasonable period of time either through improvement or by delivering a patch, update or a workaround.
23.6. The purpose of the telephone and e-mail support shall be to assist the Customer with technical problems, which arise in connection with the use of the software and which cannot be resolved by the Customer itself, and to report defects and faults. The support services shall be available to the Customer during the normal business hours of CodeWrights. The support services shall, in particular, not include the provision of technical and organizational advice to the Customer on how to use the software.
23.7. If the contracting parties have agreed on a specific annual support contingent in the individual contract, no separate remuneration in addition to the annual maintenance fee shall be paid for support services within this support contingent. CodeWrights shall inform the Customer if the support contingent has been exhausted. Any support expenses in excess of the support contingent shall be remunerated separately by the Customer on a time and material basis according to the agreed daily/hourly rates. Unused hours in the support contingent shall not be transferred to the following contract year.
23.8. If and as long as the Customer also receives and pays for Maintenance Services for third-party products supplied by CodeWrights, he shall be entitled to contact the support team of CodeWrights regarding technical problems in connection with the use of these third-party products. However, CodeWrights insofar will only act as the initial contact and shall forward the Customer's request, if necessary, to the manufacturer of the third-party product. In particular, CodeWrights shall not provide any new versions (especially updates) of the third-party products and shall also not rectify any defects or faults in third-party products.

§ 24 Additional Services
24.1. The following additional services in particular are not included in the scope of the Maintenance Services. These additional services shall therefore only be provided by CodeWrights upon separate agreement and against payment of an additional remuneration:

Services relating to the software if it is used by the Customer contrary to the provisions of the contract, especially in the event of infringement of the agreed use conditions and system requirements;
services at the Customer's premises and outside the normal business hours of CodeWrights;
provision and installation of successor products or upgrades of the software with a substantially changed or extended range of functions;
analysis and rectification of faults and defects not caused by the software, e.g. due to defective hardware or the Customer's IT infrastructure, defective or incompatible software from third parties, defective, outdated or incomplete data, defective interfaces, system parameters changed by the Customer or changes to the system environment, or other interventions by the Customer in the software and/or software environment;
necessary changes and adaptations of the software to different hardware or operating system, or to a different database or database version of the Customer, or after a change in third-party software;
individual extensions and adaptations of the software to new requirements of the Customer or maintenance of these individual components;
implementation of legal changes in the software, if not covered by paragraph § 24 (2) below.

24.2. If legal regulations that must be implemented within the software for the legally compliant use of the software change, CodeWrights will make corresponding adjustments to the software available within a reasonable period of time, insofar as this is possible and reasonable for CodeWrights with regard to the time at which the legal changes come into effect. No separate remuneration shall be due for this if such changes only affect the standard functional scope of the software and are provided to the Customer as part of a generally available update. If the legal changes affect individual extensions and adaptations of the Customer or if legal changes have to be implemented by customer-specific developments, this requires a separate agreement.
24.3. Unless otherwise agreed, the additional services not covered by the Maintenance Services according to this § 24 shall be remunerated based on time and material according to the agreed daily or hourly rates.

§ 25 Cooperation by the Customer
25.1. As a material contractual obligation, the Customer shall provide the agreed and necessary cooperation services in a timely, proper and complete manner. No remuneration shall be due for this.
25.2. Each contracting party shall designate a contact person (and a representative) who is responsible for maintenance. Maintenance Services may only be requested by the Customer's designated contact person (and his/her representative). The Customer's contact person shall also be responsible for providing the cooperation services on time. The Customer's contact person shall be a competent employee who has in-depth knowledge of the software. He/she shall initially collect and structure the inquiries from individual users at the Customer, perform an initial analysis of the problem and handle the requests as far as possible before forwarding them to CodeWrights.
25.3. The Customer shall report any defects and faults without undue delay and, in the case of notification by telephone, subsequently in text form (in particular, by e-mail), specifying further details of their occurrence, their impacts and possible causes. The Customer shall provide all the necessary documents and information which CodeWrights needs to analyze and rectify the defect, and shall allow CodeWrights, where necessary, to access his IT infrastructure and software at his premises. The Customer shall assist CodeWrights to analyze and rectify defects to a reasonable extent by following operating instructions of CodeWrights relating to the rectification or circumvention of a defect.
25.4. The Maintenance Services shall usually be provided by means of remote access. During the term of the maintenance contract, the Customer shall allow CodeWrights to access his hardware and software to the necessary extent by means of remote data transmission. The Customer shall create and maintain at his premises and at his own expense the technical conditions which are required for remote access during the term of the contract.
25.5. As part of his obligation to prevent and minimize any damage, the Customer shall take suitable emergency precautions (e.g. by means of daily data backups, regular verification of his IT systems) and, in the event of a total failure of its IT systems, shall ensure at least continuous emergency operation at all times by means of an appropriate emergency concept and emergency plans. If there are no explicit written instructions in an individual case, the employees of CodeWrights may always assume that all data with which they come into contact are adequately secured by the Customer against loss.
25.6. If the Customer is in default with the provision of its cooperation services, CodeWrights' performance obligations are suspended for the duration of the default, insofar as services cannot be provided or can only be provided at disproportionate additional expense without the necessary cooperation of the Customer. The additional expenses and costs incurred by CodeWrights due to the failed, late or incorrect fulfillment of cooperation obligations shall be invoiced to the Customer on a time and material basis. Any further claims of CodeWrights shall remain unaffected.

§ 26 Liability for Defects in Maintenance Services
26.1. If CodeWrights does not provide the Maintenance Services in accordance with the provisions of the maintenance contract, it shall be entitled and obliged – if technically feasible and reasonable to both contracting parties – to repeat these services free of charge within a reasonable period of time. Defects in the Maintenance Services shall be rectified in the course of the performance of the Maintenance Services through improvement or the provision of a patch, updates or a workaround.
26.2. If CodeWrights fails to comply with its obligation to repeat the Maintenance Services within a reasonable period of time or if the rectification of a defect in a Maintenance Service finally fails (at least 2 unsuccessful attempts per defect), the Customer may reduce the maintenance fee or terminate the contract for good cause at the end of another reasonable grace period. The contract may not be terminated in respect of defects which only lead to a minor reduction in the usability of the Maintenance Services. Withdrawal from the contract shall be excluded. Claims for damages due to defects of the Maintenance Services are subject to § 13 of the GTC.
26.3. Claims in connection with defective maintenance services shall become statute-barred according to the statutory provisions applying to the affected Maintenance Service, but at the latest within one (1) year after the contract has ended. This provision shall not apply to claims of the Customer on account of intent or gross negligence by CodeWrights.

§ 27 Remuneration and Payment Terms
27.1. The amount and due date of the annual maintenance fee, as well as the payment terms shall be set forth in the offer or the individual contract. If the Maintenance Services are provided as an integral part of the temporally restricted licensing of software (subscription license), they shall not be remunerated separately by the Customer; the remuneration for the Maintenance Services insofar is included in the annual subscription fee.
27.2. The provisions relating to the invoicing of services in § 9 shall apply accordingly to the invoicing of additional services subject to separate payment (e.g. support services beyond an agreed contingent).
27.3. The annual maintenance fee increases automatically when the value of the underlying license increases, i.e. if the Customer additionally purchases other software or licenses, or commissions customized adaptations or extensions to the software. CodeWrights shall also be entitled to change the maintenance fee to a reasonable extent in accordance with the provisions of § 20.3 above.

§ 28 Term and Termination of the Maintenance Services
28.1. If the Maintenance Services form an integral part of the temporally limited licensing of software (subscription license), the provisions of § 21 shall apply exclusively to the term and termination rights of the corresponding individual contract.
28.2. The maintenance contract shall come into effect when the offer is confirmed by the Customer, or the contract is signed by both contracting parties. Unless otherwise agreed, the maintenance contract shall have an initial binding term of three (3) years. It shall thereafter be renewed each time for a further contract year unless it is terminated by one of the parties with three (3) months' notice prior to the expiry of the respective term.
28.3. The parties' right of extraordinary termination of the contract for good cause shall remain unaffected. Good cause shall be deemed to exist for CodeWrights, in particular, if the Customer is more than four (4) weeks in default with a substantive part of the remuneration due or if the Customer infringes material contractual obligations in any other way and does not cease this infringement within the period of grace set by CodeWrights even after being requested to do so. If the contract is terminated by CodeWrights for good cause for which the Customer is responsible, CodeWrights shall reserve the right to claim the full remuneration for the current contract period.
28.4. Every termination of the contract shall be effected in writing in order to become legally valid. Partial termination of the Maintenance Services (as part of a subscription license or for a certain partial amount of the purchased licenses) is excluded.
28.5. If the Customer terminates the maintenance contract, he shall repay the maintenance fees, which he would have had to pay without termination, plus a reasonable reactivation fee when the maintenance contact is reactivated or concluded anew in order to attain the latest software status. This repayment and the reactivation fee shall become due for payment immediately without any deductions.