INTRODUCTION

This document describes the general terms and conditions of business with the NUCIDA Group and its regional subsidiaries and offices.

§1 SCOPE OF APPLICATION

§2 CONCLUSION/TERMS OF CONTRACT

• Terms and conditions of the contractual partner shall not apply, even if NUCIDA they are not expressly contradicted.
• The offers of NUCIDA are subject to change and non-binding, unless they are made for a limited period. A contract is only concluded with the written order confirmation of NUCIDA.
• The contractual partner is aware of the technical possibilities and conditions of use of the services provided as well as any technical requirements. They have checked that the specification of the services corresponds to their wishes and needs. In case of doubt, the contracting party shall, prior to the conclusion of the contract, consult the employees of NUCIDA or obtain advice from competent third parties. Specifications of the contractual partner must be made in writing.
• NUCIDA is entitled to subcontract services.

§3 COOPERATION OF THE CONTRACTING PARTY

• The contracting party issues NUCIDA in due time all information necessary for the execution of the contract.
• If malfunctions occur during the provision of services, the contractual partner shall take appropriate precautions by means of malfunction diagnosis, ongoing inspection, etc. The contractual partner shall secure its equipment, products and data in accordance with the recognized rules of technology. In doing so, it shall ensure that the current data from all databases, regardless of the form, can be reproduced with reasonable effort.
• If the contracting party fails to comply with its obligations to cooperate, the NUCIDA is exempt from the obligation to perform. If NUCIDA nevertheless performs, it shall invoice the expenditure in accordance with the actual expenditure.

§4 DATES AND DELAYS

• Performance times are only approximate, unless they NUCIDA have been designated as binding in writing. Partial performances shall be permissible insofar as the parts performed can be reasonably used in isolation. Each partial performance may be invoiced separately.
• Delays in delivery and performance due to force majeure and due to events that NUCIDA make delivery not only temporarily significantly more difficult or impossible, including in particular operational disruptions due to strikes, lockouts, official orders, lack of raw materials, energy supply difficulties, mobilization, riots, etc., even if they occur at suppliers of NUCIDA or their sub-suppliers, NUCIDA shall not be responsible even in the case of bindingly agreed deadlines.
• Performance deadlines shall be extended by the period in which NUCIDA is prevented from performing the service due to such circumstances and by a reasonable start-up time after the hindrance. The same shall apply to the period in which NUCIDA is waiting for information, cooperation actions or a decision on a supplementary offer on the part of the contractual partner.
• NUCIDA shall only be in default through a reminder. All reminders and setting of deadlines by the contractual partner must be in writing to be effective.

§5 INSPECTION AND OBJECTION OBLIGATION

• If the Contract Partner is a merchant and it is a commercial transaction for both parties, the contract partner must inspect the service immediately after it has been provided by NUCIDA, insofar as this is possible in the ordinary course of business, and notify NUCIDA immediately if a defect is identified. If the contract partner fails to notify NUCIDA, the service shall be deemed to have been approved, unless the defect was not recognizable during the inspection. If such a defect occurs, notification must be made immediately after discovery; otherwise the service shall also be deemed to have been approved with regard to this defect. The timely dispatch of the notification is sufficient to safeguard the rights of the contractual partner. The above provisions shall not apply if and insofar as the contractual partner has fraudulently concealed a defect.
• An error message must contain information about the type of error, the area in which the error occurred, and the work that was performed when the error occurred. The error must be described in such a way that it can be reproduced. The obligation is based on the contractor's ability to determine and name errors. If NUCIDA carries out the troubleshooting at the request of the contractual partner and if it turns out that there are no errors in the area of responsibility of NUCIDA; NUCIDA can invoice the effort.

§6 WARRANTY

• NUCIDA warrants that the services can be used in accordance with the service description valid at the time of the conclusion of the contract and that they essentially fulfill the functionalities described therein.
• If a defect occurs, NUCIDA shall be entitled, at its option, to remedy the defect or to supply a replacement (subsequent performance).
• If the rectification of defects finally fails after several attempts despite a reasonable exclusion period set in writing, the contractual partner shall have the right to reduce the remuneration or to rescind the contract. Claims for damages are subject to §7. Other warranty claims are excluded.
• Prerequisite for the warranty is always a notice of defect according to §5 paragraph 2 and the proof of the contractual partner that the defect is based on the services of NUCIDA .
• The warranty further requires that the contractual partner has not modified the services.
• The warranty period shall be governed by the statutory provisions and shall commence with the performance of the service and, in the case of work services, with the acceptance.

§7 Liability

• NUCIDA shall be liable for damages for any legal reason in the amount according to the following provisions.
• The liability of NUCIDA for damages caused by NUCIDA or one of its vicarious agents or legal representatives intentionally or through gross negligence is unlimited in amount.
• In the event of damage resulting from injury to life, limb or health, liability shall be unlimited in terms of amount even in the event of a simple negligent breach of duty by NUCIDA or a legal representative or vicarious agent of NUCIDA .
• Unlimited liability also applies to damage caused by serious organizational negligence on the part of NUCIDA and to damage caused by the absence of a quality guaranteed by NUCIDA .
• In the event of a breach of material contractual obligations, NUCIDA's liability shall be limited to the amount of the foreseeable damage typical for the contract, unless one of the cases mentioned in clauses 2-4 applies.
• Any further liability for damages is excluded, in particular liability without fault is excluded.
• Liability under the Product Liability Act remains unaffected.
• If a damage is due to both the fault of the contractual partner and the fault of NUCIDA, the contractual partner must allow his contributory negligence to be taken into account.
• NUCIDA shall only be liable for the recovery of data if the contractual partner has ensured that this data can be reproduced from the existing data stocks, of whatever type, with reasonable effort. This limitation of liability shall not apply in the event of intent and gross negligence.

§8 PAYMENT, PRICES, AND SET-OFF

• Payments are due within 10 days of the invoice date without deduction. Cash discount is not granted.
• All amounts are net amounts, to which the currently valid statutory sales tax must be added.
• If the Contractor and the Client are located in different countries or economic areas, the invoice shall be issued without showing the value added tax. The client shall then pay the VAT in accordance with the reverse charge procedure.
• NUCIDA may demand interest on arrears in the amount of the statutory provisions as damages for default. NUCIDA can prove a higher, the contracting partner a substantially lower damage caused by delay.
• In the case of remuneration according to time and effort in the form of daily rates, the respective valid price list shall apply.
• For services that NUCIDA does not provide at its place of business, travel costs, expenses and, if applicable, accommodation costs shall be invoiced separately on a time and material basis. Car journeys shall be invoiced in accordance with the price list valid at the time, journeys by public transport and overnight accommodation costs shall be invoiced according to expenditure, and meals shall be invoiced at a flat rate in accordance with the maximum tax rates valid at the time. For travel time, NUCIDA may charge 50% of the pro-rata daily rate.
• If the other party withdraws from an order for which NUCIDA is not responsible, NUCIDA may demand 25% of the order value or the service up to the next possible termination date as compensation. NUCIDA may claim demonstrably higher damages. The contractual partner can prove that the damage is lower.
• The contracting party may only set off claims that are undisputed or have become res judicata.
• NUCIDA grants a 10% discount if the customer allows NUCIDA to use them as a customer reference in marketing.

§9 VENTURE CAPITAL AND LOANS

• With a financing request, the company gives its consent to an in-depth company review, which is carried out prior to the arrangement of venture capital or loans.
• NUCIDA provides appropriate capital (venture capital) from its venture capital network for startups and companies in the various phases (seed, early stage, etc.). In return, the startup or company undertakes to hand over business shares upon acceptance of the venture capital. The exact regulations for this are agreed in a separate contract.
• If, in the case of corporate loans, NUCIDA acts as an intermediary, NUCIDA may receive a commission from the lender. No further brokerage commission or additional fees are to be paid by the borrower to NUCIDA . NUCIDA does not offer consulting services in the sense of §511 GCC.

§10 SECRECY AND SECURITY

• The contracting parties undertake to keep secret all business and trade secrets or information designated as confidential which they receive or become aware of from the respective other contracting party during the performance of the contract.
• The information and the corresponding documents may not be made accessible to third parties not involved in the execution of the contract. The contractual partners shall store and secure the contractual items in such a way that misuse by third parties is excluded.
• This obligation to maintain secrecy and security applies to all data and information provided, regardless of its nature.

§11 END OF CONTRACT

• Unless otherwise agreed, the contract may only be terminated for good cause. The termination must be in writing to be effective. Important reasons for termination of the contract include, but are not limited to, the following:
  • the other contracting party ceases its payments, bankruptcy proceedings or judicial composition proceedings are opened or rejected for lack of assets, or out-of-court composition proceedings take place
  • claims of the other contracting party are seized and the seizure is not lifted within two weeks
  • the contractual partner violates the confidentiality obligation or export regulations. Termination for cause must be preceded by a written warning with threat of termination and setting of a deadline, unless the delay would be unreasonable for the terminating party.
• In the event of termination for good cause by the contractual partner, NUCIDA Shall be entitled to a share of the remuneration corresponding to the performance to date. If NUCIDA is responsible for the good cause entitling the contractual partner to terminate the contract, NUCIDA shall only receive this remuneration if the performance rendered to date is useful to the contractual partner.

§12 WRITTEN FORM

• All verbal agreements, assurances or amendments to the contract must be confirmed in writing by NUCIDA in order to be effective, including the amendment or cancellation of the written form requirement.

§13 OTHER GENERAL PROVISIONS

• NUCIDA may machine process the personal data that has become known within the framework of the contractual relationship for internal purposes. NUCIDA may also pass on the data to suppliers, if necessary, for the purpose of performance and invoicing in fulfillment of the contractual relationship.may also pass on the data to suppliers, if necessary, for the purpose of performance and invoicing in fulfillment of the contractual relationship.
• All legal relationships arising from this contractual relationship shall be governed by the laws of the Federal Republic of Germany to the exclusion of the UN Convention on Contracts for the International Sale of Goods. The place of performance and jurisdiction for all disputes is the registered office of NUCIDA.