findIQ Service Agreement (Service Terms and Conditions) § 1 Scope of application, priority of individual agreements, conflicting general terms and conditions, formal requirements

(1) These General Terms and Conditions (GTC) apply to the provision of services and work in connection with software applications from FINDIQ GmbH, Wilmerei 13, 32602 Vlotho, Germany, www.findiq.de, Germany (hereinafter referred to as “Contractor” or “findIQ”) to the Client (Client and Contractor hereinafter jointly referred to as ‘Parties’ and individually as “Party”).

The GTC apply exclusively to the business relationships between findIQ (entrepreneur) and the client (also an entrepreneur (§ 14 BGB), legal entities under public law or special funds under public law). They expressly do not apply to legal transactions with a consumer (§ 13 BGB).

The GTC shall be deemed a framework agreement in their currently valid version, without the need for further reference, also for future transactions between the Parties.

Individual agreements between the Contractor and the Client, in particular in the specific offer/order, shall take precedence over these GTC insofar as they deviate from them.

(2) Any deviating or conflicting terms and conditions of the client or third parties are hereby expressly rejected and shall not apply, even if the contractor does not separately object to their validity in individual cases. This shall apply in particular if orders are executed by findIQ without reservation in the knowledge of the client's general terms and conditions. All of the A

Even if a binding period is granted with regard to price quotations, offers made by findIQ remain subject to change and non-binding. The order placed by the client is considered a binding contractual offer. Unless otherwise stated in the order, findIQ is entitled to accept this contractual offer within two weeks of its receipt. Acceptance can be declared either in writing (e.g., by order confirmation via email) or by commencing the provision of services to the client.

(1) The specific scope of services is set out in the offer from findIQ.

(2) The services regularly include:

Services:

• Project preparation and planning
• Analysis of existing systems and processes
• Definition of goals and expectations for findIQ
• Knowledge preservation (structuring and digitization)
• Implementation support
• Conducting workshops as part of project and change management services
• Conducting onboarding and training
• Regular data backup measures

Work services:

• Data migration
• Adaptation and, if necessary, further development of findIQ's software applications

(3) Services shall be provided in German, unless otherwise specified in the offer.

(1) Workshops and onboarding sessions can be conducted remotely or on site.

(2) If the workshops and onboarding sessions are held on-site at the client's premises or at an agreed external location, the client shall bear the resulting travel and accommodation costs (as evidenced by receipts), unless otherwise agreed in the offer.

(3) The content, scope, and number of participants in the workshops and onboarding sessions shall be agreed between the parties in the order.

(1) findIQ stores content and data for the client within the scope of contract execution, in particular within the scope of data backup. The client undertakes to findIQ not to post any content or data that is criminal or otherwise illegal in absolute terms or in relation to individual third parties, and not to use any programs containing viruses or other malware in connection with the execution of the contract. The client is the controller with regard to personal data relating to itself and its users in accordance with Art. 4 No. 7 of the General Data Protection Regulation (EU) 2026/679 (GDPR) and must therefore always check whether the processing of such data via the use of the contractual software is covered by the relevant permissions.

(2) Data backups are performed regularly in accordance with the backup interval specified in the order or in the service description. The data backup exclusively covers the systems, data sets, and storage locations expressly specified in the order or in the service description. findIQ performs data backups with the care required in business transactions, but accepts no responsibility for the accuracy, completeness, or integrity of the data to be backed up if it originates from the client and has been provided or modified by the client or third parties. The client is obliged to inform findIQ in good time of any changes to the data or systems to be backed up that are relevant to the proper execution of the backup. The responsibility for determining which data is to be backed up or migrated lies with the client.

(3) findIQ also performs regular data migrations. The migration is carried out on the basis of a migration concept agreed with the client, taking into account technical conditions and recognized industry standards. The client is obliged to inform findIQ in good time of any changes to the data, systems or other relevant requirements to be migrated that are necessary for the proper execution of the migration.

(4) The client must ensure that no third-party rights are infringed in the course of findIQ's performance of the contract and that the data transmitted by the client is complete and correct.

(5) In this context, the client undertakes to indemnify findIQ against any liability and costs, including possible and actual costs of legal proceedings, if findIQ is held liable by third parties, including employees of the client personally, as a result of alleged actions or omissions on the part of the client. findIQ shall inform the client of the claim and, to the extent legally possible, give the client the opportunity to defend itself against the claim. At the same time, the client shall immediately provide findIQ with all information available to it regarding the facts of the case that are the subject of the claim. The indemnification shall not apply if findIQ is (jointly) responsible for the third-party claim.

(6) Any further claims for damages by findIQ remain unaffected. 

(1) After consultation with the contractor, the client shall appoint a project manager as an authorized representative who is responsible for all project activities and who shall establish the internal contacts necessary for the progress of the project work. The client shall make the necessary decisions and take the necessary cooperative actions in a timely manner, whereby the contractor may request formal decisions with specific deadlines. If, despite a written request from findIQ, the cooperation does not take place or is delayed, the agreed execution dates of findIQ shall be postponed accordingly and shall be newly determined between the parties.

For the successful performance of the contractually agreed service, the client undertakes to create all necessary conditions free of charge and to provide the cooperation services specified below and in the respective order in a timely manner:

• Assignment of a project manager
• At least 2-3 knowledge carriers (per knowledge unit)
• At least 2 test users to validate the benefits of the software
• Insights into current machine, service, and error data (if available and suitable)
• Feedback and ideas for the further development of the findIQ software in the interests of the client
• Provision of technical requirements and interfaces (for the possible integration of findIQ)
• Specification of organizational requirements (e.g., service processes to be taken into account, stakeholders)
• Provision of (mobile) end devices for editing and accessing the knowledge base
• Comprehensive communication of obstacles or risks to cooperation
• Provision of reliable and effective communication and cooperation channels with other relevant stakeholders outside the core project team (decision-makers, partners, etc.)

The parties undertake to work together closely and efficiently, for which the client's personnel, organizational, professional, and technical responsibility is also essential.

(2) The client shall ensure ongoing system management of the system environment in which the contract software is to run. The client shall maintain its system environment (hardware and software) on an ongoing basis (the client should conclude suitable maintenance contracts for this purpose).

(3) The client is responsible for regularly backing up its data with the diligence of a prudent businessman, unless and to the extent that the contractor is expressly commissioned to perform specific data backup activities. The client's data backups shall be stored in such a way that the backed-up data can be restored at any time.

(4) If the client is in default with the performance of the actions for which it is responsible, the contractor's obligation to perform shall be suspended for the duration of the default if the contractor cannot perform without these actions or can only do so with disproportionate additional effort. Any additional expenses incurred as a result shall be reimbursed to the contractor by the client in addition to the agreed remuneration. Any statutory or contractual right of termination on the part of the contractor shall remain unaffected. 

(1) All results arising in the course of the provision of services and intellectual property rights thereto that are not adaptations (see § 7 (2) of these GTC) (hereinafter referred to as “results”) are the exclusive property of findIQ. If a result is created by the client, the client hereby transfers the rights thereto to findIQ; findIQ hereby accepts the transfer. In the case of copyright-protected results, the transfer includes the exclusive, transferable, sublicensable, factual, spatially and temporally unrestricted right of use and exploitation.

(2) All adaptations, extensions, or modifications to the Contract Software based on ideas, suggestions, or other contributions from the Client (hereinafter referred to as “Adaptations”) shall be developed and implemented exclusively by the Contractor. All rights, in particular copyrights, exploitation rights, and other intellectual property rights to the Adaptations, shall be vested in the Contractor without restriction. The client waives all rights to the adaptations to the extent permitted by law.

(3) The client's right to use the results and adaptations is determined by the license granted to the client for the findIQ software in accordance with the license terms and conditions.

(1) Prices are based on the order. All prices are subject to the applicable sales tax. If ongoing services are owed, the sales tax rate applicable at the time the respective claim becomes due shall apply. Services that go beyond the scope of the order will be invoiced separately.

(2) Services are generally billed on a time and material basis, unless otherwise specified in the order.

(3) Invoices issued by findIQ are due upon receipt by the client and are payable without deduction within 14 calendar days to the account specified on the invoice.

(4) findIQ reserves the right to adjust its prices for ongoing services in the future as appropriate in order to meet the quality requirements of its clients or to compensate for rising personnel, energy, and rental costs. Price adjustments will be announced at least 8 weeks in advance. The client may object to the price adjustment within 6 weeks; findIQ will inform the client of this right of objection in the notification of the price adjustment. If the client objects to a price adjustment, findIQ has the right to terminate the contract with the client with 4 weeks' notice; In the event of termination, findIQ will refund any prepaid remuneration for the period after the termination takes effect on a pro rata basis.

(5) The client shall only be entitled to set-off or retention rights to the extent that their claim has been legally established or is undisputed. The client's rights of retention from other contractual relationships with findIQ are excluded in this contractual relationship.

(6) Additional services not included in the agreed scope of services, as well as additional expenses incurred due to incomplete, incorrect, or subsequently changed information provided by the client, due to additional requirements, or due to other circumstances for which the contractor is not responsible, will be invoiced separately at the hourly rates specified in the order. This applies in particular to subsequent changes, additional coordination efforts, waiting times, or delays in the provision of services that are not attributable to findIQ, in particular in the implementation of customer-specific adaptations of the software and visits by the contractor to the client in addition to the offered milestone and additional appointments. findIQ shall notify the client in good time of any additional services incurred as well as any additional or reduced expenditure. The contractor's service in question shall only be implemented after written approval (email sufficient) by the client. Reduced expenditure shall be taken into account appropriately in the final invoice. 

(1) The contractor shall provide the agreed services to the best of its knowledge and belief and in accordance with recognized professional standards.

(2) The type, scope, and time frame of the services are specified in the respective offer or service description in the order. Changes or additions require the written agreement of both parties.

(1) The contractor guarantees that the work performance has the agreed quality at the time of acceptance and is free of material defects and defects of title.

(2) The client must accept the work as soon as the contractor notifies them of its completion. Minor defects do not justify refusal of acceptance. Upon acceptance, the client confirms the functionality and completeness of the work. An acceptance report, signed by both parties, documents the acceptance and any obvious defects.

(3) Acceptance shall be deemed to have taken place if the client is in default of acceptance, e.g. if he does not appear at the acceptance date despite having been invited in good time or if he fails to accept the work within 2 (two) weeks of notification of completion without any significant defects.

(4) After acceptance, hidden defects must be reported to the contractor in writing within 1 (one) week of their discovery.

(5) In the case of defects that are reported in good time and are justified, the contractor shall, at its own discretion, either repair the defect or provide a replacement delivery. If the subsequent performance fails twice or is unreasonable, the client may reduce the price or, in the case of significant defects, withdraw from the contract.

Further claims, in particular for damages, shall only exist within the scope of the liability provisions set out in these General Terms and Conditions.

(6) Warranty claims shall become time-barred 12 (twelve) months after the date of acceptance; claims for defects reported late shall be excluded. This period shall not apply in the cases specified in § 11 (1) of these General Terms and Conditions.

(1) findIQ shall be liable in accordance with the statutory provisions

• in cases of intent or gross negligence,
• in accordance with the provisions of the Product Liability Act,
• to the extent of any warranty assumed by findIQ,
• in cases of fraudulent concealment of a defect, and
• in cases of injury to life, limb, or health of a person.

(2) In the event of property damage or financial loss caused by negligence in any other way, findIQ shall only be liable in the event of a breach of a material contractual obligation, but the amount of liability shall be limited to the damage foreseeable at the time of conclusion of the contract and typical for the contract; material contractual obligations are those whose fulfillment characterizes the contract and on which the client may rely (hereinafter referred to as “cardinal obligation”).

(3) findIQ shall not be liable for the loss of the client's data unless the data loss is due to intentional or negligent fault on the part of findIQ in accordance with § 11 (1) of these GTC. In such a case, liability shall be limited to the expense required to restore the data from properly secured backups at reasonable expense. Further liability shall only exist if and to the extent that findIQ was commissioned to perform data backup and the loss of data affects data that should have been protected within the scope of this agreed data backup.

(4) Otherwise, findIQ's liability is excluded.

(5) The above limitations of liability also apply in the event of fault on the part of a vicarious agent of findIQ and to the personal liability of findIQ's employees, representatives, and organs.

(1) Dates and deadlines are only binding if they have been expressly agreed in writing.

(2) If findIQ is unable to meet agreed deadlines for the provision of services for reasons for which findIQ is not responsible (hereinafter referred to as “unavailability”), findIQ is entitled to postpone the deadline by the duration of the unavailability. findIQ shall inform the client of this immediately and at the same time notify them of the expected new date. If there is already a delay at the time of the occurrence of the unavailability, findIQ shall not be liable for any delay during the unavailability. If the service is also not available or cannot be provided within the new date, findIQ shall be entitled to terminate the contract without notice; in the event of termination, findIQ shall refund any prepaid remuneration for the period after the termination takes effect on a pro rata basis.

A case of unavailability exists if an event occurs that is unforeseeable or beyond the reasonable control of findIQ (including, but not limited to, fires, floods, earthquakes, embargoes, shortages, pandemics, epidemics, quarantines, wars, acts of war—whether war is declared or not—acts of terrorism, riots, civil unrest, strikes, lockouts, or other labor disturbances, acts of God, or acts, omissions, or delays in action by governmental authorities). In addition, a case of non-availability of performance shall exist in the event of late delivery by a supplier of findIQ, if findIQ has concluded a congruent hedging transaction, neither findIQ nor the supplier is at fault, or findIQ is not obliged to procure the goods in the individual case.

Insofar as findIQ has to process personal data in the course of providing its services, findIQ will comply with applicable data protection law and take the necessary security measures or agree on them with the client.

The parties have concluded a contract for the processing of data on behalf of the client in accordance with Art. 28 GDPR.

(1) “Confidential Information” means all information made available in oral, written, electronic, or any other form, including, but not limited to any type of business, commercial, or technical information—that is marked as confidential, described as such, or otherwise recognizable as such, that is to be regarded as confidential due to its content or that has been derived from other confidential information and that meets the requirements of Section 2 No. 1 of the Trade Secrets Act.

Confidential Information shall not include information which the receiving party can prove

• was already public or generally known at the time of its disclosure, or became public or generally known after its disclosure to the receiving party without this being based on a breach of the provisions of this confidentiality clause by the receiving party; or
• was already known to or in the possession of the receiving party at the time of its disclosure by the disclosing party and was not acquired by the receiving party directly or indirectly under a confidentiality obligation; or
• was developed by the receiving party independently and separately from the Confidential Information; or
• were obtained by the receiving party after the conclusion of this agreement from a third party who was entitled to disclose this information to the receiving party without thereby violating any confidentiality obligation towards the disclosing party.

(2) The receiving party shall treat all Confidential Information received from or on behalf of the other party as strictly confidential. Access to the Confidential Information shall only be granted to those legal representatives, employees, or advisors of the receiving party whose knowledge is necessary in connection with the contract and who are subject to a confidentiality obligation. Confidential Information may not be made available to other third parties without the prior written consent of the disclosing party. The receiving party shall take all necessary steps to maintain confidentiality. Furthermore, the receiving party may not reproduce, distribute, or reverse engineer any Confidential Information. If the receiving party reverse engineers Confidential Information in violation of this provision, the resulting information shall be deemed Confidential Information of the disclosing party.

(3) Public statements by the parties regarding cooperation shall only be made by prior mutual agreement. The client is not entitled to act as a representative or business partner of the contractor. The client is not entitled to use information about an intended or existing contractual cooperation for reference or marketing purposes without the prior consent of the contractor.

(4) The confidentiality obligations shall continue to apply indefinitely beyond the end of the contract for as long as the information is considered Confidential Information in accordance with §14 (1) and (2) of these GTC.

(1) The contract shall generally end upon complete performance of the agreed service. If ongoing services are owed, the term specified in the order shall apply. Irrespective of this, the contract shall end at the latest upon expiry or termination of the underlying software license.

The basic term of the contract and the duration of the extension periods shall be specified in the order. The contract and the basic term shall come into force upon conclusion of the contract.

(2) If a basic term with an extension period has been agreed for an ongoing service and unless otherwise agreed, the contract may be terminated by either party at any time in writing with 3 months' notice to the end of the basic term or a respective extension period. If the contract is not terminated in due time, the contract shall be extended by the respective extension period.

(3) The right of the parties to withdraw from or terminate the contract for good cause without observing a notice period shall remain unaffected in any case. Good cause shall be deemed to exist if circumstances arise which, taking into account the terms and purposes of the contract, make it unreasonable for one or both parties to continue the contractual relationship. Good cause shall be deemed to exist in particular if the other party suffers or is likely to suffer such significant losses in its economic circumstances that its performance capacity is impaired to the detriment of that party.

(4) Good cause entitling the contractor to terminate the contract without notice or to withdraw from it shall also be deemed to exist if the client is in default of payment of the remuneration or a not inconsiderable part thereof for two consecutive months, or is in default of payment of remuneration amounting to the remuneration for the last two months prior to the termination being declared for a period extending over more than two months. In the event of extraordinary termination for which the client is responsible, the contractor may demand immediate lump-sum compensation in the amount of 20% of the remaining uncompleted services until the end of the regular contract period. The client reserves the right to prove lesser damages, and the contractor reserves the right to prove greater damages.

The assignment of rights and obligations under this contract is only permitted with the prior written consent of findIQ; §354a HGB (German Commercial Code) remains unaffected. findIQ is entitled to entrust third parties with the fulfillment of the obligations under the contract. 

(1) Should findIQ change its General Terms and Conditions during the term of the contractual relationship with a client, findIQ shall inform the client of the changes by email eight weeks before they come into effect and send the client the new General Terms and Conditions. If the client does not object to the validity of the new General Terms and Conditions within six weeks of this notification, the new General Terms and Conditions shall be deemed to have been accepted and shall thereby become effective. findIQ will expressly inform the client of this deadline in the notification of changes. In the event of an objection, the old terms and conditions shall continue to apply. In this case, however, findIQ shall have the right to terminate the contract with 4 weeks' notice; in the event of termination, findIQ shall refund any prepaid remuneration for the period after the termination takes effect on a pro rata basis.

Excluded from the right to amend these General Terms and Conditions are changes to remuneration (Section 8 (4) of these General Terms and Conditions remains unaffected), main performance obligations, provisions on termination, or other significant changes that would be equivalent to the conclusion of a new contract. In this case, findIQ will obtain the client's consent in writing.

(2) findIQ reserves the right to change, reduce the scope of, or discontinue its services and related documents for good cause, taking into account the interests of its clients. Good cause may include, in particular, changes in legislation, technical changes, or changes in the market. However, the changes may only be made if they are reasonable for the client and do not place the client at an unreasonable disadvantage. The interests of the client may also be taken into account by adjusting the remuneration. findIQ shall inform its clients of such changes and discontinuations in writing at least 8 weeks before they take effect. The client has the right to object to the change within 6 weeks of notification. If the client does not object within 6 weeks, the changes shall be deemed to have been approved and shall thereby take effect. If the client objects to the change within the deadline, the contract shall continue to apply unchanged, but both parties shall have the right to terminate the contract with 4 weeks' notice; in the event of termination, findIQ shall refund any remuneration paid in advance for the period after the termination takes effect on a pro rata basis.

(1) The contractual relationship shall be governed by the laws of the Federal Republic of Germany, excluding the UN Convention on Contracts for the International Sale of Goods.

(2) The place of performance and exclusive place of jurisdiction for all disputes arising from or in connection with the contractual relationship is Vlotho. Exclusive places of jurisdiction, from which no deviation by agreement is possible, remain unaffected.

(3) Should individual provisions of these General Terms and Conditions be invalid, this shall not affect the validity of the remaining provisions. The invalid provision shall be replaced by mutual agreement between the parties by a legally effective provision that comes closest to the economic meaning and purpose of the invalid provision. The above provision shall apply accordingly in the event of loopholes.