General Terms and Conditions (GTC) of LibX GmbH

(1) These General Terms and Conditions (GTC) apply to all contracts, deliveries, and services of LibX GmbH, Monheim am Rhein (hereinafter "LibX") with its customers. (2) Deviating, conflicting, or supplementary general terms and conditions of the customer shall only become part of the contract if LibX has expressly agreed to their validity in writing. (3) These GTC apply regardless of whether the customer is a business, a public law entity, or a consumer, unless otherwise stipulated. (4) For all disputes with customers outside the United States, the place of jurisdiction shall be Wilmington, Delaware, unless mandatory statutory provisions provide otherwise.

(1) LibX offers services in the fields of digitization, office and administrative work, project management, consulting, design & engineering, remote support & service, and the trade of all kinds of goods. (2) The specific scope of services results from the respective individual contract, offer, specification sheet, or written agreement between LibX and the customer. (3) LibX may engage subcontractors for the performance of its services. (4) For remote services, the customer shall provide appropriate access (e.g., VPN, remote tools). The customer is responsible for access rights and data security on its systems.

(1) Offers from LibX are non-binding unless expressly stated otherwise. (2) A contract is only concluded through written confirmation by LibX or the commencement of service delivery.

(1) The customer shall provide all necessary information in a timely and complete manner. (2) The customer shall provide the necessary infrastructure (e.g., space, network access, software accounts). (3) If the customer fails to meet its cooperation duties, deadlines shall be extended. Additional expenses due to delays may be invoiced separately.

(1) Fees are based on the individual agreement (hourly rate, daily rate, fixed price). (2) LibX may require upfront payments, retainers, or milestone payments depending on the project scope. (3) Unless otherwise agreed, invoices are due within 30 calendar days net (Net 30). (4) In the event of default, LibX may suspend service and terminate the contract. Interest of 1.5% per month (or the maximum allowed by law) may apply. (5) All products, results, software components, or other deliverables remain the property of LibX until full payment has been received. Use or publication by the customer is not permitted before full payment unless otherwise agreed. (6) If payment is processed through a financial service provider (e.g., factoring company) at the request of the customer or based on agreed terms, additional service fees may apply, provided such fees have been agreed upon in writing in advance.

(1) All developments, software, designs, and other works remain the intellectual property of LibX unless otherwise agreed. (2) The customer receives a non-exclusive, non-transferable right of use for the agreed purpose. (3) Transfer, modification, duplication, or public sharing is only permitted with LibX's prior written consent. (4) LibX may further develop its solutions for other clients if no personal or confidential data are involved. (5) Customers warrant they hold rights to all materials provided and shall indemnify LibX from any third-party claims. (6) Unless objected to in writing, LibX may reference the customer in promotional materials and on its website.

(1) LibX provides a warranty of 12 months unless otherwise agreed in writing. (2) The warranty covers only defects proven to result from construction, material, or manufacturing faults that materially impair functionality. (3) Third-party components are subject to the manufacturer's terms. (4) The customer must notify defects in writing without undue delay. (5) LibX may repair or replace the product at its discretion. (6) Additional claims are governed by § 8. (7) The warranty applies only if expressly confirmed in writing. (8) In the event of warranty claims, the customer shall return the defective item at their own expense and risk to LibX's designated location ("bring-in" service). Alternative arrangements must be agreed separately. (9) The customer is responsible for complying with all applicable national and international export control regulations.

(1) LibX shall be fully liable for intent, gross negligence, and injury to life, body, or health. (2) In cases of slight negligence, LibX shall only be liable for breaches of essential contractual obligations and only for foreseeable damages typical of the contract. (3) Any further liability for indirect, incidental, or consequential damages (including lost profits) is excluded unless required by applicable law. (4) Liability for data loss is limited to typical recovery costs assuming proper data backups by the customer.

(1) Both parties shall maintain confidentiality regarding all information obtained during the collaboration. (2) LibX processes personal data in accordance with the General Data Protection Regulation (GDPR) and, where applicable, the California Consumer Privacy Act (CCPA) or other relevant U.S. data protection laws. (3) Details on data processing can be found in the privacy policy available on LibX's website.

(1) Unless otherwise agreed, service contracts may be terminated by either party with four weeks' notice to the end of a calendar month. (2) The right to terminate for good cause remains unaffected.

(1) LibX offers software as subscription-based Software-as-a-Service (SaaS). Functionality and requirements are set out in the relevant contract or product description. (2) The customer receives a non-exclusive, non-transferable right of use for the subscription term. (3) Availability is 98% annually, excluding maintenance. (4) The customer is responsible for data backups unless otherwise agreed. (5) Unless otherwise agreed, subscriptions last 12 months and renew automatically unless canceled with six months' notice. (6) The right to extraordinary termination remains unaffected.

(1) These GTC are governed by the laws of the State of Delaware, USA, excluding its conflict-of-law rules. (2) Place of jurisdiction for all disputes is Wilmington, Delaware, unless otherwise required by law. (3) Should any provision be or become invalid, the remaining provisions shall remain in full force and effect.