Terms and Conditions

(1) The General Terms and Conditions accepted by both contracting parties govern the business relationship between the Contractor and the Client, unless the parties have agreed otherwise in writing. The Contractor's services may in particular be provided as:

• a) service contract (§§ 611 et seq. of the German Civil Code, BGB)
• b) project-related services
• c) fixed-price projects
• d) ongoing support services / retainer

The specific type of contract and the scope of services result from the respective offer, contract or service description.

(2) The Contractor offers various services for booking. These are in particular project management, simulation and laser scanning.

(3) The subject matter of the order is the provision of the agreed services. The specific scope of services results from the offer, contract and service description.

(4) These General Terms and Conditions apply only to businesses pursuant to § 14 BGB and not to consumers pursuant to § 13 BGB.

(5) These Terms and Conditions apply to all present and future business relationships.

(6) Deviating terms and conditions only become part of the contract if they have been expressly agreed to in writing.

(1) The Contractor provides the services specified in the contract in accordance with the agreed service descriptions. Depending on the contractual agreement, these include the provision of simulation services, project management services, laser scanning services or other specified services. The Contractor undertakes to provide the services with the necessary care, expertise and professionalism.

(2) The exact scope of the services to be provided is defined in the respective service descriptions, which form part of the contract.

(3) Changes and additions to the scope of services require the written consent of both parties. The Contractor is entitled to make proposals for adjusting the scope of services if this appears necessary or expedient to achieve the contractual objectives. The Client is informed of such proposals in good time and is obliged to comment on them.

(4) The scope of services results exclusively from the agreed service description, the offer and supplementary project documents.

(5) Services that are not expressly part of the agreed scope of services are considered additional services and are remunerated separately.

(6) Changes to requirements, framework conditions or assumptions may cause adjustments to effort, schedule and remuneration.

(1) The Contractor offers various simulation services for booking. The service portfolio comprises the following services.

• a. Digital Twin, creation of virtual models, data integration, simulation and analysis: The Contractor develops detailed digital replicas of the Client's physical systems or processes in order to enable precise reproductions and analyses of real-world conditions. The Contractor integrates relevant data sources such as historical data, real-time data and predicted data to ensure the accuracy and relevance of the simulations. The Contractor carries out comprehensive simulations to analyse various scenarios and identify the best options for action.
• b. 3D space planning, detailed planning to optimise areas: The Contractor creates detailed 3D models of the Client's areas in order to optimise their use and layout, taking into account spatial conditions, workflows and safety requirements. By simulating various layouts and scenarios, the Contractor identifies the most efficient arrangements and processes that lead to improved space utilisation and productivity.
• c. XR technology (extended reality): The Contractor uses state-of-the-art XR technologies to create immersive simulations that make it possible to experience and optimise complex processes and scenarios in a virtual environment.
• d. OLP: off-line programming of robots using a digital twin: The Contractor offers off-line programming (OLP) for robots by using digital twins. This enables the programming and optimisation of robot movements without interrupting ongoing operations. The solutions integrate seamlessly into existing systems and processes to ensure efficient and cost-effective implementation.
• e. AGV simulation: planning and analysis of a driverless transport fleet: The Contractor plans and simulates the use of automated guided vehicle (AGV) systems in the Client's environment. By simulating various scenarios, the Contractor optimises the routes, capacities and efficiency of the Client's transport fleet in order to increase productivity and reduce costs.
• f. Material flow simulation: efficient planning and control of material flows: The Contractor simulates and analyses the material flow in the Client's operations in order to identify bottlenecks and realise optimisation potential.
• g. Cycle time calculations: The Contractor carries out detailed cycle time calculations in order to analyse and optimise the efficiency of the production processes.
• h. OEE calculations & optimisations: The Contractor calculates the overall equipment effectiveness (OEE) of the Client's production facilities in order to assess their performance. Based on the OEE calculations, the Contractor identifies optimisation potential and develops measures to increase efficiency and productivity.
• i. Workforce requirement analysis: simulation to determine the optimal staffing needs: The Contractor simulates various scenarios to determine the optimal staffing needs in the Client's operations. Through detailed analyses, the Contractor identifies the most efficient use of personnel resources and develops strategies to optimise staffing requirements.
• j. Virtual commissioning (VIBN)
• k. Proof of concept and feasibility analyses
• l. Automation, integration and kinematisation simulations
• m. CNC, robotics and manufacturing process simulations

(1) The Contractor offers various project management services for booking. The service portfolio comprises the following services.

• a. Project planning and organisation: The Contractor engages intensively with the Client's project requirements and develops a detailed project plan. This includes the definition of milestones, schedules and resource requirements. The Contractor organises the project into clearly defined phases and task areas in order to ensure a structured and traceable implementation.
• b. Team management: The Contractor defines clear roles and responsibilities within the project team in order to ensure efficient collaboration and communication. The Contractor takes the lead of the project team, motivates the staff and ensures a harmonious and productive working atmosphere.
• c. Project monitoring and control: The Contractor continuously monitors the progress of the project against the defined milestones and schedules to ensure that the project stays on track. In the event of deviations from the plan, the Contractor takes proactive corrective measures and informs the Client immediately of any necessary adjustments.
• d. Quality assurance: The Contractor implements proven standards and methods for quality assurance to ensure that the project meets the highest quality requirements. The Contractor carries out regular reviews and tests to ensure the quality of the project results and to identify and remedy possible errors at an early stage.
• e. Risk management: The Contractor identifies potential risks and assesses their likelihood and impact on the project. The Contractor develops and implements risk-mitigation strategies in order to proactively avoid potential problems or to minimise their effects.
• f. Documentation and reporting: The Contractor creates and maintains comprehensive project documents that record all relevant information and progress. The Contractor prepares regular reports on the project status, progress and any problems and makes them available to the Client in a comprehensible form.
• g. Supplier and contract management: The Contractor supports the Client in selecting suitable suppliers and coordinates their activities within the project. The Contractor takes over the management of contracts with suppliers and service providers in order to ensure that all contractual obligations are met and any problems are resolved promptly.

(1) The Contractor offers laser scanning for booking.

(2) In the laser scanning service, rooms are captured using laser points. This creates a point cloud that can be used to produce plans. Once a floor plan has been created, area calculations can be performed. The Contractor uses this technology to obtain an imprint of the real world and uses it for simulation services. In addition, pure laser scanning is also possible to create plans of an industrial hall or a residential building. In this case, plans are created in accordance with DIN standards, which can then be used for living-space calculations or conversion measures. The service portfolio comprises the following services.

• a. Capture and creation of the point cloud: The Contractor captures the spatial conditions using state-of-the-art laser scanning technology in order to create a detailed point cloud of the environment.
• b. Data processing: The captured laser data is processed and merged into a precise point cloud that serves as the basis for further planning.
• c. Creation of plans: Based on the point cloud, the Contractor creates detailed floor plans that can be used for the planning and execution of construction and conversion measures.
• d. DIN standard conformity: All plans are created in accordance with the applicable DIN standards in order to ensure high accuracy and usability.
• e. Area calculations: The Contractor carries out precise area calculations based on the created floor plans and in accordance with the statutory requirements.
• f. Area optimisation: Through the precise capture and calculation of areas, optimisation potential can be identified and used.
• g. Integration into simulations: The created point clouds and plans can be integrated into the simulation services in order to carry out realistic simulations and analyses.
• h. Recommendations for action: Based on the simulations and analyses, the Contractor provides well-founded recommendations for optimising your processes and workflows.

(1) The Client books a corresponding service with the Contractor. The Contractor accepts this booking by means of a booking confirmation. A booking can be made in person, by e-mail, via the contact form or via the Contractor's website.

(2) In any case, the contract is only concluded once the Contractor confirms the Client's booking. The Client's booking is binding. With the booking confirmation, the Client is informed of the payment terms and the Contractor's services.

(3) The Contractor's offers are subject to change. Acceptance, additions, amendments and ancillary agreements require written confirmation by the Contractor.

(4) The Contractor is entitled to refuse a service contract without giving reasons, e.g. if the Contractor cannot or may not provide the service due to its specialisation or for legal reasons. In this case, the Contractor retains the right to remuneration for the services rendered up to the refusal of the service.

(5) The offer defines the specific scope of services, the obligations of the parties and the delivery and payment terms (the „service description“). A subsequent change is not part of the service and will be charged separately if required.

(6) The services offered may be one-off services and/or services to be provided regularly within a fixed term.

(1) Fixed-price projects are based on the requirements and assumptions known at the time the offer is prepared.

(2) Fixed-price offers apply exclusively to the services defined in the offer.

(3) Changes to the scope of services, additional requirements, new interfaces or changed prerequisites may cause adjustments to the project scope, project duration and remuneration.

(4) Additional services may be invoiced at the agreed hourly or daily rates.

(5) Unless otherwise agreed, the Contractor does not owe any particular economic success.

(6) Insofar as a contractual work result is expressly agreed in an individual case, the acceptance provisions pursuant to § 6a apply in addition.

(1) The Contractor provides its services to the Client by applying its knowledge and skills in the areas mentioned above. A success subjectively expected by the Client cannot be promised or guaranteed.

(2) The Client undertakes to use the information materials, reports and analyses created by the Contractor in the course of the service only for its own purposes. The Client receives the exclusive and non-transferable right of use thereto. All documents and tables are either personal and not usable by third parties or created individually by the Contractor for the Client.

(3) All of the Contractor's documents are protected by copyright. This applies both to content on the Contractor's website and to other documents. The Client is not entitled to reproduce, distribute or publicly display such documents. The Client is also not entitled to make image, film or sound recordings of the methods of the service without the express permission of the Contractor.

(4) No liability is assumed for the accuracy of technical data and other information in third-party documents. Furthermore, these are not deemed to be warranted characteristics within the meaning of the BGB.

(1) The service is based on cooperation. The Client is not obliged to implement the recommendations given. The Client acknowledges that all steps and measures undertaken by it in the course of the provision of the service fall within its own area of responsibility. The Client is responsible for providing a correct e-mail address and for regularly checking its e-mails.

(2) The Contractor is entitled to postpone the performance of a service if an impediment occurs for it or for a third-party service provider engaged by it — e.g. due to riot, strike, lockout, natural disasters, severe weather, traffic obstruction or illness — which prevents the Contractor through no fault of its own from performing the service on the agreed date. In this case, the Client has no claim for damages.

(3) The depiction and description of the service on the Contractor's website serve illustration purposes only and are merely approximate. No guarantee is given for full compliance.

(4) The Contractor is entitled to make adjustments to the content or the procedure of the service for professional reasons, for instance if there is a need to update or further develop the service content, provided that this does not result in a material change to the service content and the change is reasonable for the Client.

(5) The Contractor does not have to perform the service itself. It is entitled, at its own discretion, to delegate the performance of the service to third parties, e.g. to subcontractors.

(6) The Client has obligations to cooperate insofar as this is necessary for the proper performance of the services. The exact obligations and requirements are defined in the individual contracts.

(1) The Client undertakes to support the Contractor to the best of its ability in fulfilling the contractually agreed services. This includes in particular the timely provision of all necessary information, documents, data and materials required to provide the services.

(2) The Client ensures that all acts of cooperation incumbent upon it are provided in good time and in the agreed form and quality. Delays or deficiencies in cooperation may lead to a postponement of the service dates and to additional costs, which the Client must bear.

(3) The Client designates one or more contact persons responsible for communication and coordination with the Contractor. These contact persons must be available during normal business hours and authorised to make decisions or to bring them about without delay.

(4) The Client is obliged to inform the Contractor without delay of changes to the prerequisites or requirements that may affect the provision of services. This also includes changes to the provided data, materials or contact persons.

(5) The Client ensures that the technical and organisational prerequisites within its area of responsibility that are necessary for the provision of the contractually agreed services are created. This includes in particular the provision of access options, software, hardware or other technical facilities.

(6) Should the Client fail to fulfil its obligations to cooperate, the Contractor is entitled to suspend the provision of services until the necessary acts of cooperation have been performed. Any additional costs and delays resulting from this shall be borne by the Client.

(7) The Contractor is entitled to set the Client a reasonable deadline for fulfilling its obligations to cooperate. If this deadline expires without result and the Client has not fulfilled its obligation to cooperate, the Contractor may terminate the contract and claim damages.

(8) The Client warrants that the provided data, models, drawings and information are free of third-party rights or may be used accordingly.

(1) Project results, documentation, simulations, models, plans or other work results must be reviewed within 10 working days. The Contractor is entitled to set a reasonable acceptance period for this.

(2) If no written notice of material defects is given within this period, the services are deemed accepted. Complaints must be described in a comprehensible and specific manner.

(3) Insignificant defects do not entitle the Client to refuse acceptance.

(4) Productive use or further processing is also deemed acceptance.

(1) Agreed dates and deadlines are only binding if they have been expressly designated as binding.

(2) Delays due to a lack of cooperation, force majeure, third-party services or other circumstances for which the Contractor is not responsible extend agreed dates and deadlines appropriately.

(1) Payment is to be made to the Contractor by the Client directly after completion of the service, using the means of payment stated on the invoice. Payment becomes due immediately upon booking and receipt of the invoice by e-mail. The payment term is 14 days from the invoice date, unless otherwise agreed.

(2) All prices on the website or in the Contractor's offer are stated as net prices plus the applicable statutory value-added tax.

(3) The Client is in default if the payment term stated on the invoice or the agreed payment term is not met. In the event of default, the Contractor is entitled to charge default interest, reminder fees and the default lump sum pursuant to §§ 288 (1), (2) BGB. Furthermore, the Contractor reserves the right to suspend regularly provided services in the event of default, without losing the claim to the agreed consideration of the Client.

(4) The Contractor reserves the right to reasonably increase the prices agreed in the service description for services after the respective agreed term has expired. An increase is possible for the first time after the initial contract term has expired.

(5) Project services and fixed-price projects may be invoiced according to a payment plan, milestones or monthly project progress.

(6) The Contractor is entitled to demand advance payments for services already rendered or for reserved capacities.

(1) The term of the service contract results from the respective contract. If it concerns the one-off provision of a service, this is noted in the contract and the following paragraphs of § 8 do not apply to it.

(2) Ordinary termination of the service contract must be made in writing to the contracting party no later than four weeks before the end of the respective contract term.

(3) The right to extraordinary termination remains unaffected.

(4) If the contractual relationship is not terminated by one month before the end of the respective term, it is always extended by the original term.

(5) After the end of the regular term, the notice period is one month until the end of the extended term. Here too, termination must be made at least in text form.

(6) Cancellations of ongoing orders require the written consent of both contracting parties. The Contractor may demand reasonable compensation for services already rendered or costs incurred.

(7) In the event of termination or premature project completion, all services rendered up to that point, reserved capacities, expenses and third-party services are remunerated.

(8) Project phases already started are deemed to have been rendered on a pro-rata basis.

(1) All methods, frameworks, libraries, standards, templates, know-how and reusable components remain with the Contractor.

(2) Results created project-specifically for the Client remain the intellectual property of the Contractor, unless otherwise agreed.

(3) The Client receives a permanent, non-exclusive, non-transferable right to use the results created in the project for its own operational purposes.

(4) Any transfer, marketing or resale requires prior consent.

(1) The parties will treat all trade secrets and other information of the respective other party marked as confidential (hereinafter referred to as „confidential information“) confidentially. The receiving party („recipient“) will treat the confidential information with the same care as it treats its own confidential information of the same sensitivity, but at least with the care of a prudent businessperson.

(2) Use of the confidential information is limited to use in connection with this contract. Without the prior consent of the disclosing party, the disclosure of confidential information to third parties is not permitted. Consent must be given in writing. Affiliated companies of the parties and advisors who are legally obliged to maintain secrecy are not third parties within the meaning of this paragraph.

(3) Insofar as applicable legal obligations require this, the recipient is additionally entitled to disclose and pass on confidential information. Insofar as legally permissible, the recipient will inform the disclosing party before disclosing confidential information.

(4) The parties will impose on their employees or third parties to whom they pass on confidential information a confidential treatment of this information within the framework of the respective subcontractor and employment relationships, with the proviso that the confidentiality obligation continues beyond the end of the respective subcontractor or employment relationship, insofar as a corresponding general obligation to maintain confidentiality does not already exist.

(5) Excluded from the confidentiality obligation is information that

• a) was already generally known at the time the contract was concluded or subsequently becomes generally known without a breach of the confidentiality obligations contained in this contract;
• b) the recipient has developed independently of this contract; or
• c) the recipient has received from third parties or, outside this contract, from the disclosing party without a confidentiality obligation.

The burden of proving the existence of the exceptions mentioned in this paragraph lies with the party invoking the exception.

(6) Upon termination of this contract, the parties will, at the request of the respective other party, return or delete confidential information of that party in their possession. Excluded from this is confidential information for which a longer statutory retention obligation exists, as well as data backups within the scope of usual backup processes.

(7) The Contractor is entitled to use experiential knowledge, such as ideas, concepts, methods and know-how, that is developed or disclosed in the course of performing the contract and stored in the memory of the persons used to provide the services. This does not apply insofar as industrial property rights or copyrights of the Client are thereby infringed. The obligation to maintain confidentiality remains unaffected by this.

Neither party is liable for delays or non-performance as a result of force majeure, in particular natural events, strike, war, pandemics, supply-chain disruptions or official measures.

(1) The Contractor is liable to the Client in all cases of contractual and non-contractual liability in the event of intent and gross negligence in accordance with the statutory provisions for damages or reimbursement of futile expenses.

(2) In other cases, the Contractor is liable — unless regulated differently in para. 3 — only in the event of a breach of a contractual obligation whose fulfilment makes the proper performance of the contract possible in the first place and on whose compliance the Client may regularly rely (so-called cardinal obligation), and then limited to compensation for the foreseeable and typical damage. In all other cases, our liability is excluded subject to the provision in para. 3.

(3) Liability for damages arising from injury to life, body or health and under the Product Liability Act remains unaffected by the above limitations and exclusions of liability.

(4) The Contractor is not liable for damages caused by third-party attacks, cybercrime, failures of external systems or uncontrollable IT events, insofar as there is no intentional or grossly negligent conduct.

(5) In the event of simple negligence, the Contractor is liable only for the breach of essential contractual obligations and limited to the foreseeable damage typical for the contract. Liability for lost profits, indirect damages or consequential damages is excluded insofar as legally permissible.

(1) Use of the logo, company name or the cooperation as a reference takes place exclusively after prior consent of the Client in text form.

(2) The Contractor undertakes to use provided references in a way that does not impair the reputation and standing of the Client.

(3) The Client may revoke a granted consent at any time in text form. The Contractor will remove the relevant references within a reasonable period.

(4) The Client warrants that it has the necessary rights to release such references.

(1) The parties will comply with the data protection laws applicable to them in each case.

(2) If and insofar as the Contractor processes the Client's personal data on its behalf in the course of providing services, the parties will conclude, prior to the start of processing, a customary agreement on the processing of data on behalf pursuant to Art. 28 GDPR.

(3) The Contractor processes personal data exclusively to the extent necessary for the performance of the contract and in accordance with the applicable data protection laws. A transfer takes place only on a legal basis or insofar as this is necessary to provide the services.

(4) Otherwise, the Contractor's data protection provisions apply, which can be viewed at the following link: https://wemindyourbusiness.de/datenschutz/

A right of withdrawal is excluded, since the Client is always a business.

(1) Should individual provisions of the respective service contract be or become invalid or void, the effectiveness of the service contract as a whole shall not be affected thereby. Rather, the invalid or void provision shall be replaced, by free interpretation, with a provision that comes closest to the purpose of the contract or the intention of the parties.

(2) The law of the Federal Republic of Germany applies.

(3) Amendments and additions to the contract require at least text form, unless a stricter form is prescribed by law.

(4) The place of jurisdiction for all disputes arising from the contractual relationship is the registered office of the Contractor.