A. Applicability of the Terms and Conditions of IANUS
B. Purchase and Order Terms
C. General Performance Conditions
D. Special Conditions for Consulting Services

A. Applicability of the Terms and Conditions of IANUS

A.0

These terms and conditions apply to all business relationships between IANUS and its contractual partners, even if individual transactions do not specifically refer to these terms and conditions, provided the contractual partner is an entrepreneur (§ 14 BGB), a legal entity under public law, or a special asset under public law.
In these terms and conditions, contractual partners are referred to as partners who conduct business with IANUS on the supplier and/or customer side.

A.1

These terms and conditions always apply exclusively. Deviating, opposing, or supplementary general terms and conditions of the contractual partner become part of the contract only if and to the extent that IANUS has expressly agreed to their applicability in writing.
Individually agreed agreements with the contractual partner (including side agreements, supplements, and amendments) always take precedence over these terms and conditions. The content of such agreements is, subject to evidence to the contrary, determined by a written contract or written confirmation from IANUS.

A.2

References to the applicability of legal provisions are for clarification purposes only. Therefore, even without such clarification, the legal provisions apply, unless they are directly amended or explicitly excluded in these terms and conditions.

B. Purchase and Order Terms

B.0

The only applicable terms for orders and orders placed by IANUS are the purchase and order terms of IANUS.

B.1

All orders placed and purchases made by IANUS are processed exclusively on the basis of statutory provisions unless these conditions regulate the issue.
The terms and conditions of the contractual partner of IANUS do not apply.

B.2

The contractual partner of IANUS is obliged to provide warranty and compensation within the legal scope and duration. Warranty in these terms and conditions means claims due to poor performance resulting from the delivery of a defective item or the provision of a defective work.

B.3

The place of fulfillment and payment for both contracting parties is the location of IANUS.

B.4

For all disputes arising from or in connection with the contractual relationship between the contractual partner and IANUS, the place of jurisdiction is Dortmund.
In the aforementioned case, IANUS is entitled to sue the contractual partner at their place of offices as well.

B.5

The law of the Federal Republic of Germany applies, excluding international uniform law, in particular the UN Convention on Contracts for the International Sale of Goods (CISG).

C. General Performance Conditions

C.0. Subject of the Contract

The business field of IANUS includes various areas, from flow simulation services to geometry and process optimizations, to the development and provision of individual or standard software solutions, particularly through Software as a Service (SaaS).

C.1. Order Confirmation / Scope of Services

C.1.01

The following regulations apply when IANUS provides services.

C.1.02

In the absence of a mutually signed contract, the content of the respective contract is determined by the order confirmation issued in writing by IANUS, possibly in conjunction with the service description prepared by IANUS.

C.1.03

Oral agreements with employees who are not authorized to represent require the written confirmation by IANUS to be effective.

C.1.04

Upon conclusion of a contract by mutual signature, all previous cost models, negotiation records, statements, additional agreements, and preliminary contracts become ineffective, unless they are referenced in the contract.

C.1.05

Section C.1.04 applies accordingly when a contract is confirmed by an order confirmation from IANUS.

C.1.06

The client must provide IANUS with all information and documents necessary or useful for the execution of the order. Furthermore, the client must ensure the IT prerequisites to be provided on their part. At the start of the contract, the client will appoint suitable employees to fulfill these information obligations. If a service description is created and submitted to the client for review and approval, this service description will define the scope of services to be binding for both parties. The client is responsible for verifying customer-specific legal and/or operational requirements.

C.1.07

No physical transfer of software to the client will take place unless expressly agreed otherwise between the parties.

C.1.08

Installation and configuration services for software are not part of the contract unless expressly agreed upon between the parties. IANUS owes and provides consulting and organizational services only under a special contract and for a separate fee.
For consulting services from IANUS, the client must cooperate adequately, particularly by adhering to agreed deadlines, providing access to necessary infrastructure, and the like.

C.2. Remaining Rights / Scope of Rights / Compensation / Protection of the Software 

C.2.01

If IANUS gives, transfers, or exchanges information containing patentable inventions within the framework of the contract, IANUS retains all rights (especially the right to apply for patent, utility model, design patent registration) regarding inventions originating solely from IANUS. The client cannot derive any rights, particularly prior use rights, from the fact that he gains knowledge of patentable inventions through the transmitted information for which IANUS may file for protection rights.

C.2.02

IANUS grants the client the non-exclusive, time-limited, non-transferable and non-sublicensable right to use the standard software (hereinafter referred to as "Standard Software") and the individual adaptations within the meaning of section C.3.01 (hereinafter collectively referred to as "Software") within the scope granted by these general terms and conditions and the order documents of IANUS. In case of discrepancies, the individual order documents take precedence over the provisions of these general terms and conditions.
Unless otherwise agreed in the contract, the client acquires a simple usage right. Multiple usage rights must be separately agreed upon in the contract. Multiple usage in this sense means the simultaneous installation and/or use of the software at multiple workstations by the client. Multiple usage also exists if the software is installed on a single storage device, but simultaneous access to the software is possible from multiple workstations. Whether and to what extent the software may also be used by the client with different subsidiaries is determined by the respective contract.
The client is not permitted to sell, lend, rent, sublicense, publicly reproduce or make the software accessible in any other way.
A deviation from this permitted use by the client constitutes a copyright infringement against the terms of use.

C.2.03

The client is not entitled to make copies of the software and the documentation materials provided, except with the express written consent of IANUS. The right to make a backup copy of the software (§ 69d Abs. 2 UrhG) remains unaffected.

C.2.04

The client may not, subject to section C.2.05, pass on any software, documentation, or copies thereof to third parties without the express written consent of IANUS.

C.2.05

If the software is only made available to the client for a limited time, especially if rented, the client may not pass on the software or any copies thereof to third parties in any case.
The client who rents the software may only use it at the place of their headquarters and under their firm name. Any other use entitles IANUS to terminate the rental agreement without notice.
The client grants IANUS the right to check compliance with these usage regulations on their premises during business hours at any time.

C.2.06

The client acquires the right to use the version of the standard software that is current at the time of contract conclusion or initial installation.

C.2.07

Decompiling the software is generally not allowed. If the client needs interface information to maintain interoperability under §69e UrhG, IANUS will provide this information upon request. Only if IANUS fails to comply with this request within a reasonable period, may the client decompile the software parts necessary for this analysis with the aim of interface analysis.

C.2.08

A violation of this section C.2's terms of use is a criminal offense under § 106 UrhG and may be prosecuted ex officio by the public prosecutor if there is a particular public interest or upon criminal complaint.

C.2.09

For each individual case of breach of the foregoing terms of use, the client is obligated to pay a flat-rate compensation of 50% of the purchase price paid for the software or, in the case of a Software-as-a-Service contract (SaaS), an annual fee for the software provision. The client is allowed to provide evidence that no or a significantly lesser damage than the stated flat rate was incurred by IANUS.
IANUS expressly reserves the right to assert any additional, specifically proven damages.

C.2.10

The preceding regulation also applies in the event the client uses the software beyond a permitted multiple use.

C.2.11

If the software is only made available to the client for a limited time by agreement, IANUS is entitled to ensure by technical measures that the software is no longer operational after the expiration of the agreed usage period. This does not restrict the client's contractual usage possibility.

C.2.12

The client is obliged to secure the software and its usage against unauthorized third-party access through suitable measures, in particular, to keep any copies of the software in a protected location.

C.3. Rights to Individual Adaptations

C.3.01

If expressly agreed in the contract or offer, IANUS will adapt parts of the standard software to the needs of the client. Adaptations to the standard software mean selecting, modifying, and combining the respective components of IANUS and its partners based on the requirements defined by the client for the specified purpose of the client (hereinafter "Individual Adaptations").

C.3.02

All individual adaptations, as well as the data and findings, combination possibilities, codes, and software components resulting from the development of individual adaptations for the client, remain the complete ownership and possession of IANUS.

C.3.03

The client is entitled to use the individual adaptations to the same extent as the standard software. IANUS grants the client simple usage rights to the individual adaptations according to section C.2.

C.4. Customer Data, Rights to Result Data

C.4.01

Full use of the software requires the provision of information and data by the client in digital form in the agreed format (hereinafter "Customer Data"). IANUS will only use the customer data to fulfill the services agreed in the offer and these general terms and conditions. For this purpose, the client grants IANUS simple usage rights to the customer data, limited to the term of the contract, solely to fulfill the agreed services. The foregoing rights include the right to process, modify, particularly transfer to other formats, store, copy, and evaluate the customer data. All customer data remains the property and possession of the client. IANUS will not use the customer data for its own purposes, particularly not for software training.

C.4.02

IANUS grants the client exclusive usage rights to all (raw) data resulting from software processing and to all analyses of this data in the agreed form (hereinafter collectively "Result Data"). The client is free to use the result data for their own purposes, particularly for registering protection rights, optimizing their own products, publication, further research purposes, or training models.

C.5. Place of Fulfillment / Acceptance

C.5.01

The place of fulfillment for the services to be performed by IANUS and the client is the business location of IANUS at its headquarters in Dortmund.

C.5.02

The client is obliged to confirm in writing the completion of the service after IANUS has provided it.

C.5.03

If a test run is agreed to determine service completion, the client is obliged to confirm to IANUS that the service has been performed after a proper and successful test run.

C.5.04

If partial acceptances are agreed, subsections C.5.02 and C.5.03 apply correspondingly to partial services.

C.5.05

The contractual subject or part object is considered accepted in any case:

• when the client uses it for productive operations

or

• when the client or third parties make independent interventions in the contractual object

or

• when the client does not provide a written confirmation or - if test runs were agreed - does not allow the opportunity for the corresponding program acceptance within 10 days after a justified request for performance confirmation/partial performance confirmation by IANUS.

C.6 Delivery Times and Delivery Delay

C.6.01

Any agreed delivery times are subject to the availability of the performance at IANUS. If the performance is not available (non-availability of the service), IANUS will promptly inform the client and simultaneously notify the anticipated new delivery time. If the service is also unavailable within the new delivery time, IANUS is entitled to withdraw from the contract in whole or in part; any counterperformance already rendered by the customer will be reimbursed immediately.

C.6.02

If a delivery time is agreed, it will be postponed appropriately if the customer does not meet his cooperation obligations.

C.6.03

If changes to the order are requested by the customer after order confirmation, any agreed delivery time will only begin with the confirmation of the change by IANUS. The delivery time will be postponed accordingly.

C.6.04

The delivery time will be extended appropriately upon the occurrence of unforeseen obstacles that IANUS, despite exercising reasonable care under the circumstances, cannot avert, such as natural disasters, pandemics, blockades, war, terrorist attacks, strikes, lockouts and other labor unrest, seizures, official orders, embargoes, or a total or partial failure of subcontractors for which IANUS is not responsible, unless IANUS exceptionally bears the procurement risk or has expressly assumed a delivery guarantee. IANUS also has the right to withdraw from the contract in the aforementioned case if the performance impediment is not merely temporary.

C.6.04

The occurrence of delivery delay from IANUS is determined by the statutory provisions. In any case, however, a reminder from the customer is necessary.

C.6.05

If the delivery by IANUS is delayed due to circumstances attributable to the client, the client bears any resulting disadvantages.

C.7. Payment Terms / Price Adjustment

C.7.01

The prices and costs are exclusive of the respective applicable VAT.

C.7.02

Discount is only granted with express agreement in text form.

C.7.03

Unless otherwise agreed, payments are due immediately.

C.7.04

Unless expressly agreed otherwise, payments for services provided by IANUS during a month are due on the 1st of the following month. This also applies if the services provided by IANUS for the client span several months.

C.7.05

Payments due to IANUS are due at the latest 10 days after the invoice date. If this date is exceeded, the client is automatically in default of payment without the need for a reminder.

C.7.06

In case of delay in payment by the customer, the latter is liable for default interest equivalent to the applicable statutory default interest rate.

C.7.07

IANUS reserves the right to claim damages exceeding section C.7.06.

C.7.08

The place of fulfillment for payments to be made to IANUS is the business seat of IANUS in Dortmund.

C.7.09

IANUS reserves the right at the start of each new calendar year to increase the recurring (usually monthly) remuneration for long-term agreements like Software-as-a-Service (SaaS) contracts, to which the PartnerPackages and FlowSpace packages also count, according to the then valid IANUS price list by up to 9%.
IANUS will notify the customer of a change in remuneration two months in advance in text form. If the customer does not object to the price increase within a period of one month from the announcement of the price increase in text form, the price increase is deemed approved. If the customer objects in due time and form, IANUS has a special right of termination with effect at the beginning of the announced price increase. In this case, the notice period for IANUS diverges from agreed times or contract periods to two weeks at the end of the month.

C.7.10

The customer can only offset undisputed or legally established claims. However, this restriction does not apply if the counterclaim presented by the customer for the offset is in a reciprocal relationship to IANUS's claim.

C.7.11

Except in cases under C.7.10, the client has no right of retention.
The rights according to § 320 BGB remain further as long IANUS does not meet its warranty obligations.

C.7.12

If it becomes apparent after the contract conclusion - if the contract conclusion still requires a declaration of intent by the customer, after the last declaration of intention directed towards the contract conclusion by IANUS- that the payment claim of IANUS is endangered due to the customer's lack of performance capacity, IANUS is entitled according to the statutory provisions to refuse performance and - if applicable after setting a deadline - withdraw from the contract (§ 321 BGB). For contracts involving the manufacture of non-fungible items (custom-made items), IANUS can immediately declare the withdrawal; the statutory provisions regarding the dispensability of the deadline remain unaffected.
IANUS can in this case demand lump sum damages, without special proof, 25% of the uninvoiced order amount, whereby the client remains entitled to prove that IANUS incurred no damage or a lower damage than the aforementioned flat rate. IANUS is entitled to claim damages exceeding the flat rate.

C.7.13

The hourly rates, surcharges, et cetera from IANUS apply to each normal waiting and working hour based on the respective collective weekly working hours. The current remuneration and travel cost list of IANUS applies. Travel hours are also calculated according to the current remuneration and travel cost list of IANUS. Travel expenses (meals and accommodation inland) are calculated by IANUS for each travel and working day. If installation or other customer service is continued after a weekend, then at IANUS' choice, travel expenses or travel costs must be paid for the weekend, unless otherwise expressly agreed. Holiday surcharges and travel expenses are also raised on local (valid at the place of assignment) holidays.

C.7.14

Travel expenses are calculated as follows:

– Flight: Economy class (principle)

Business class (for flights longer than 4 hours (one way))

– Train: 1st class

– Local transport: Taxi and any porters

– Company or employee-used cars: Mileage rate according to IANUS' billing rates.

C.7.15

Travel hours and expenses for the return trip can and will only be entered on work certificates or timesheets after their completion.

C.7.16

The aforementioned IANUS billing rates are based on the respective valid wage, salary, and working time rates. In the event that the latter change, IANUS reserves the right to make a corresponding change to the billing rates. The current billing rates will be provided to the customer on request.

C.7.17

If installation, maintenance, configuration, data transfer, or any other service by IANUS is delayed due to reasons beyond IANUS' control, then the client must cover all resultant costs, particularly waiting times and due to delay incurred travel expenses and costs of the personnel or other agents used by IANUS, if the reasons for delay are attributable to the customer.

C.8. Control and Duty to Report Defects

C.8.01

The client is obliged to continuously verify the proper execution of services by IANUS. The services from IANUS must be checked for defects by the client upon delivery, installation, or provision (depending on what is owed by IANUS), and any defects must be reported to IANUS immediately, at least in text form.

C.8.02

The control and duty to report also extend to any agreed requirement specifications, service descriptions, demand analyses, and similar information which IANUS delivers to the client concerning services to be rendered by IANUS.

C.9 Data Backup

IANUS points out that data (including programs and similar) can get lost for various reasons, and retrieval is frequently not or only possible with disproportionate effort.
The customer is responsible for backing up their entire data inventory consistently professionally and adapting it to data volatility. The customer meets these requirements in particular if following DIN ISO 27001 IT baseline protection guidelines.
Should IANUS be liable for a data loss, liability is restricted to positioning the client as if they had complied with their data backup obligations. The liability of IANUS in cases according to section C.11.02 remains unaffected.

C.10.  Client's Claims for Defects (Warranty)

C.10.01

The respective applicable statutory provisions apply to the client's rights in cases of material and legal defects (including wrong and under-delivery or defective operating instructions), unless otherwise determined.
The statutory special provisions upon final delivery of unprocessed goods to a consumer, even if they further processed it, remain unaffected in all cases.

C.10.02

If the client does not comply with the control and duty to report detailed under section C.8., the liability of IANUS for the non-reported defect is excluded.

C.10.03

Concerning the provision of software as well as (expressly to be agreed upon) provision of storage space, the warranty regulations of rental law (§§ 535 ff BGB) apply.
The warranty for only minor impairment of the performance suitability is excluded. The no-fault liability under § 536a Abs. (1) BGB for defects existing at contract closure is excluded. 

C.10.04

If work performed by IANUS interrupts or suspends the warranty period, such interruption or suspension only applies to the functional unit affected by the rectification.

C.10.05

IANUS may fulfill its warranty obligations in cases of program errors or similar by offering the client a solution that eliminates the effects of the error (workaround). Should the user-friendliness of the program not be significantly impaired thereby, any further claims of the client are excluded.

C.10.06

To perform corrections and replacement deliveries owed as warranty, the client must provide IANUS with the necessary time and opportunity. Only in urgent cases of endangering operational safety and to prevent disproportionate damage, where IANUS must be informed immediately (if possible, beforehand), or if IANUS is in default of rectifying a defect, may the client rectify the defect themselves or through third parties and demand compensation for necessary expenses from IANUS.

C.11. Other Liabilities

C.11.01

Unless otherwise specified in these general terms and conditions, liability claims for damages and costs incurred, regardless of legal grounds, against IANUS are excluded.
This particularly applies to claims for damages based on tort (e.g., § 823 BGB).
Where liability is excluded or limited, it also applies to the personal liability of employees, workers, representatives, and agents of IANUS.

C.11.02

The liability limitations in these general terms and conditions do not apply

• if the cause of damage is based on intentional misconduct or gross negligence by IANUS or its representatives or vicarious agents;

• for culpable infringement of essential contractual obligations, where in such a case damages are limited to the foreseeable typical damage at the contract conclusion. Essential contractual obligations are those protecting the contractual partner's fundamental legal positions that the contract must grant them regarding its content and purpose; essential are also obligations whose fulfillment allows proper the contract execution that the client regularly trusted and may trust;

• for damage resulting from injury to life, body, and health;

• for delay where a fixed delivery date has been agreed;

• for fraudulent concealment of a defect;

• if IANUS has assumed a guarantee and/or procurement or manufacturer risk in the sense of § 276 BGB;

• in cases of mandatory statutory liability, particularly under product liability law.

No transfer of burden of proof to the detriment of the customer results from the preceding regulations.

C.11.03

For a breach of duty that does not constitute a defect, the customer can only withdraw or terminate if IANUS is responsible for the breach. The client's free right to terminate (especially according to §§ 650, 648 BGB) is excluded. Otherwise, the legal requirements and consequences apply.

C.12. Place of Performance and Fulfillment

C.12.01

The place of performance and fulfillment for the services to be rendered by IANUS is the business of IANUS.

C.12.02

The place of performance and fulfillment for all services to be provided by the client is at IANUS' headquarters.

C.13. Retention of Title / License Reservation

C.13.01

All deliveries are made under retention of title.
For software deliveries, this means that the usage right to the software according to the applicable license terms is granted under the condition subsequential dissolution by a legitimate claim for return by IANUS according to section C.13.04.

C.13.02

This retention including the following extension applies until all claims from business relations with the client are paid and until complete release from contingent liabilities, which IANUS has incurred in the customer's interest.

C.13.03

Pawning the software is not allowed.

C.13.04

IANUS is entitled to demand the software withdrawal for important reasons, particularly in cases of payment delay, or to cease providing the license without it constituting withdrawal from the contract.
At the moment when IANUS demands the software from the client due to default concerning a claim from the business connection or participation in contingent liabilities entered in the customer's interest, all usage rights regarding this software expires without it being a withdrawal from the contract. The prerequisite is that IANUS threatened the customer's claim for return with a grace period of 7 days to perform. The grace period can be simultaneous with the request for payment.
If the customer continues using the software after expiration of a fruitless period, it is a crime under § 106 UrhG and can be prosecuted ex officio by the public prosecutor in case of public interest or after criminal complaint.

C.14. Confidentiality / Data Protection

C.14.01

IANUS and the client commit to treating all acquired knowledge of business secrets or confidential information as confidential within the contract framework. Legal provisions remain unaffected. 

C.14.02

IANUS will observe the respectively valid data protection regulations.

C.14.03

The client must ensure that data provided to them does not contain personal data within the relevant data protection laws.

C.14.04

If and as far as IANUS has access to personal data of the customer during service performance exceptionally, the parties will conclude a corresponding data processing contract before processing begins. In this case, IANUS will process corresponding personal data solely according to the terms set out there and according to the customer's instructions.

C.15. Headings / Definition

C.15.01

Headings in the terms of IANUS serve merely to improve readability and do not influence the meaning or interpretation of individual regulations.

C.15.02

Written declarations of intent and knowledge under the terms of IANUS also include those transmitted by an authorized representative in text form (such as fax, email, or letter).

C.16 Jurisdiction and Substantive Law

C.16.01

All disputes arising from or in connection with the contractual relationship between the client and IANUS are subject to the court jurisdiction in Dortmund.
IANUS is entitled in the aforementioned case to sue the contractual partner at their registered seat as well.

C.16.02

The law of the Federal Republic of Germany applies excluding international uniform law, especially the UN Sales Law (CISG).

C.17. Final Provision

Should a provision of the contract or a subsequently incorporated provision be wholly or partly invalid, void, or unenforceable, or a gap in the contract is found, the validity of the remaining provisions is not affected. §§ 306 Abs. 2 and 3 BGB remain unaffected.

D. Special Conditions for Consulting Services

D.0. Subject of the Contract

The subject of the contract is the consulting of the customer in the area of geometry and process optimizations.

D.1. Scope of Obligations

IANUS is the qualified consultant due to special expertise in questions of flow simulations. IANUS provides its consulting services based on experience derived from this expertise. If there are particular circumstances differing from general experience within the customer's domain, IANUS is only responsible for considering these circumstances in consultation if the customer informs IANUS of such specifics.

D.2. Compensation

The consulting provided by IANUS under section D.1 is invoiced separately from other services according to the current IANUS price list.

D.3. Due Date

Unless expressly agreed otherwise, payments for consulting services provided by IANUS during a month are due 10 days after invoicing. This also applies if the consulting services provided by IANUS for the client span several months.

D.4. General Performance Conditions

In addition, the General Performance Conditions of IANUS according to section C apply supplementary to the contractual relationship of the parties and also to consulting services.