Date: February 19, 2024
I. Scope of Application
These conditions govern services provided by CPI Technologies GmbH (VAT ID: DE315804617, located at Brüsseler-Str. 1-3, 60327 Frankfurt am Main) to commercial customers. Customer conditions conflicting with these regulations are only valid if we have agreed to them in text form and expressly. The agreement encompasses delivery of both goods and services unless otherwise specified.
II. Conclusion of Contract
The company's initial offer is non-binding, with acceptance occurring through electronic or written signature, or when service provision begins. The customer is bound to the order placement. Services may be provided by third parties unless customers present justified objections. Proposals for changes are considered accepted if no textual objection arrives within seven days.
III. Definitions
A business day excludes Saturdays, Sundays, and public holidays in Hessen, Germany. Section headings serve organizational purposes only. Singular and plural forms are interchangeable, and written form fulfills text form requirements.
IV. Provision of Services
The provider guarantees services will conform in all material respects with the offer, including all specifications. Modifications require textual customer requests; implementation may be refused if unreasonable, with potential additional costs per the price list. Time commitments are not essential contract terms. Support packages, First-Level Support, Managed Hosting, Custom Software Development, and Marketing Services are available per pricing schedules. For design work, the customer has 3 revisions of the result, in which they can note defects or changes. Additional revisions require supplementary payment. Work occurs on business days; non-business day services are billed at double rates. An estimation should never be a fixed price agreement. Fixed price agreements require separate written documentation explicitly labeled as such. Additional work outside scope specifications uses hourly rates from the price list. CPI has a variety of white label software solutions that we are licensing to our customers. CPI grants free bug fixing for critical bugs that interrupt the usage of the software for end users. Customers may modify their licensed software instance code, but CPI will no longer provide free bug fixing as it may not be clear who caused the software issue. The provider reserves refusal rights for changes affecting software usability or security.
V. Your Obligations
Customers must obtain necessary permits and provide relevant information for service delivery. Fixed price work that has to be redone based on wrong information, materials or other information necessary for the work have to be billed separately. The provider may terminate without notice if obligations aren't fulfilled timely. The company isn't liable for service delays caused by customer non-compliance. Customers remain responsible for their network component functionality. Both parties must maintain professional and respectful communication and constructive conduct.
VI. Fees
Compensation follows the offer; unlisted services use the current price list. The fees are exclusive of the applicable value-added tax and other taxes or levies. Additional charges cover travel, hotel, subsistence expenses, third-party services, and materials. Payment timing is specified in the offer. Non-payment allows the provider to withhold services or terminate per Section X. Payments are non-refundable in any case, no matter if they belong to a fully or partially paid invoice.
VII. Cancellation and Amendment
Offers may be withdrawn, canceled, or amended if unaccepted within thirty days. Both parties may cancel orders before acceptance. If we must make changes to the services or the manner of their provision due to circumstances beyond our control, prompt notification occurs with reasonable effort to minimize changes.
VIII. Payment
Fixed-price fees follow the offer; hourly services invoice at month's beginning for the previous month. You must pay the due fees plus statutory tax within 7 days, unless a different payment term has been agreed in writing. Default begins seven days post-invoice; after ten days default, a 150€ fee applies. Invoice objections must arrive within seven days textually; otherwise, they're considered accepted. A fully or partially paid invoice shall always be considered accepted in its entirety. Payment terms constitute essential contract components. Unpaid amounts accrue interest at the rate of 7% per month above the base rate. Non-payment permits service suspension and future order cancellation. Full payments in EU euros are required without deduction unless legally mandated.
IX. Subcontracts and Assignment
We may at any time assign, transfer, charge, subcontract, or otherwise deal with all or any of our rights. Customers cannot assign rights or obligations without textual provider consent. Company takeovers or management changes must be immediately disclosed; the provider reserves termination rights.
X. Termination
The provider may immediately terminate if customers materially breach obligations, fail to meet Section V obligations, miss payment deadlines, face bankruptcy proceedings, enter insolvency arrangements, or experience management changes or company takeovers.
XI. Intellectual Property
The provider reserves copyrights and intellectual property existing before service provision. Newly created intellectual property that arises during the provision of the service belongs to the customer and may only be reused by CPI with written permission, except for modifications to licensed CPI software including the MICCA STO Platform, MICCA Crypto Exchange, or CPI Payment Solution.
XII. Liability and Indemnification
Liability limits to foreseeable, contract-typical damages at conclusion; fees serve as calculation basis. We are not liable for indirect damages, business interruption, third-party claims, force majeure delays, or customer obligation failures. The company isn't responsible for losses from service choice or use mismatches. Personal injury liability and fraudulent misrepresentation liability cannot be excluded.
XIII. Data Protection
Service provision may involve customer employee personal data processing. Parties agree the customer is the data controller and the provider is the processor per GDPR. The service provider may only process personal data to the extent reasonably necessary to provide the services. Data retention limits apply to processing necessity; disclosure to third parties requires need-to-know justification under matching conditions. Required technical and organizational security measures must be implemented.
XIV. Force Majeure
Neither party is liable for failures from uncontrollable causes including labor disputes, riots, fire, floods, storms, earthquakes, terrorist acts, acts of war, government actions. Delays exceeding ninety days permit either party to terminate or cancel services.
XV. Notices
Notices require textual form with notifying party signatures. Delivery occurs via courier during business hours, email with successful transmission reports, fifth business day by national post, or tenth business day by airmail. Addresses must be current contact information provided by recipients.
XVI. Confidentiality
Parties maintain confidentiality of trade secrets, manufacturing processes, know-how, inventions, business strategies, and business plans during the contract and two years post-termination, protecting against third-party access. Public information is excluded.
XVII. References
Customers permit company reference publication on the website with revocable consent. Projects may serve as case studies in presentations and website content. In no case may personal data of end customers be used.
XVIII. Final Provisions
Invalid or unenforceable provisions are severable; remaining Terms and Conditions continue effectively. Performance occurs in Frankfurt (Main), Germany. The contract is governed by Federal Republic of Germany law, excluding UN Sales Convention provisions, with Frankfurt (Main) jurisdiction for all disputes.
