Terms and Conditions

1. SCOPE OF APPLICATION

1) These General Terms and Conditions (GTC) apply exclusively. Deviating or conflicting terms and conditions shall not be recognized. The GTC shall also apply to all future transactions between the parties, as well as if aedificium digital GmbH provides the services in the knowledge of deviating or conflicting terms and conditions.

2) Consumers within the meaning of these General Terms and Conditions are natural persons with whom a business relationship is entered into without a commercial or independent professional or commercial activity being attributable to them.

Entrepreneurs within the meaning of these Terms and Conditions are natural or legal persons or partnerships with legal personality with whom business relations are entered into and who act in the exercise of their commercial or independent professional activity.

Customers or purchasers within the meaning of these terms and conditions are both consumers and entrepreneurs and are referred to as clients. aedificium digital GmbH shall be referred to as the Contractor.

3) These Terms and Conditions shall only apply to entrepreneurs, legal entities under public law or special funds under public law within the meaning of Section 310 (1) of the German Civil Code (BGB).

4) The terms and conditions shall also apply in particular if the client has communicated its own terms and conditions which deviate from these terms and conditions or has submitted them in writing. Without express

For the purposes of these terms and conditions, customers or purchasers are both consumers and entrepreneurs and are referred to as clients. aedificium digital GmbH shall be referred to as the Contractor.

3) These Terms and Conditions shall only apply to entrepreneurs, legal entities under public law or special funds under public law within the meaning of Section 310 (1) of the German Civil Code (BGB).

4) The terms and conditions shall also apply in particular if the client has communicated its own terms and conditions that deviate from these terms and conditions or has submitted them in writing. These shall not become part of the contract without the express consent of the Contractor or the persons acting on its behalf.

2. INFORMATION, ADVICE, CHARACTERISTICS OF THE SERVICES

1) Information and offers regarding services are based exclusively on the experience of aedificium digital GmbH. The values stated are to be regarded as average values. All information on services, i.e. the information contained in offers and other printed material from aedificium digital GmbH, in particular technical information, are to be regarded as approximate average values. aedificium digital GmbH reserves the right to make changes to the content and execution of the services at its reasonable discretion (§ 315 BGB) or to the extent customary in the trade.

2) Any reference to standards, technical regulations and technical details or contents of the services in offers, websites or advertising materials of aedificium digital GmbH shall only constitute a specification of a quality of the services if aedificium digital GmbH has expressly declared the quality to be a quality of its services, otherwise it shall be a non-binding general description of the services.

3) A guarantee shall only be deemed to have been granted by aedificium digital GmbH if aedificium digital GmbH has designated a characteristic as guaranteed in writing.

4) aedificium digital GmbH shall be free to use the services of third parties to provide the contractual services, in particular to perform the services offered.

3. CONCLUSION OF CONTRACT – OFFER, ACCEPTANCE

1) aedificium digital GmbH shall prepare a non-binding cost estimate in accordance with the information and wishes of the client. If the client’s order constitutes an offer within the meaning of § 145 BGB, aedificium digital GmbH shall be entitled to accept this within a period of 10 days. The customer shall be bound by the offer for a period of 10 days, unless a different binding period has been agreed.

2) Should the client’s offer be accepted by aedificium digital GmbH with amendments and additions, this shall constitute a new cost estimate, to which aedificium digital GmbH shall again be bound for 10 days, calculated from the date of receipt by the client, unless a different binding period has been agreed.

3) However, a cost estimate from aedificium digital GmbH or an offer from the client shall not become effective until aedificium digital GmbH has issued a written order confirmation to the client.

4) If there is no written order confirmation, but communication from aedificium digital GmbH indicates clearly that the order has been accepted, in particular through project planning, the start of the project or the naming of a delivery date (ETD), the order shall be deemed to have been implicitly accepted. All mutual contractual claims shall come into force from this point in time. Should the customer no longer wish to carry out the project as offered at this point in time, he shall be obliged to inform aedificium digital GmbH immediately and in writing. In this case, the contract shall be rescinded, taking into account any services and preparatory work already performed. Further claims for damages shall remain unaffected.

4. SUPPLEMENTARY WORK AND ORDER PROCESSING

1) Should the scope of the order volume deviate significantly from the order placed during order processing, aedificium digital GmbH shall immediately notify the client in writing of any changes or the need for additional work. aedificium digital GmbH shall be entitled to additional remuneration if the following three conditions are cumulatively met for an order batch of the services provided: a) The services must have been necessary for the fulfillment of the order. b) The services must have corresponded to the presumed will of the client. c) The services must have been reported to the client immediately after execution.

2) If the scope of the order volume stipulates, for example, that the geodata supplied by the client (e.g. control points) is too inaccurate and unusable and is to be recreated by aedificium digital GmbH or a third party and this or other additional work leads to an impediment to the actual execution of the order, aedificium digital GmbH shall be entitled to downtime for each day of downtime. The costs shall then amount to a lump sum of up to EUR 3,500 net per day for the duration of the hindrance.

5. PRICE INDICATION OF THE SERVICES

All prices quoted are net prices and do not include VAT and, if necessary, shipping or forwarding costs. Prices are calculated and paid in euros. Additional costs due to payment in foreign currencies shall be borne by the customer.

6. TERMS OF PAYMENT

1) Invoice amounts are generally due within 15 days of invoicing. If this is not done, the client shall be in default of payment without the need for a reminder.

a) For consumers, a default interest rate of 5 percentage points above the base interest rate shall apply (§§ 288 Para. I, 247 BGB).

b) For the entrepreneur, a default interest rate of 9 percentage points above the prime rate shall apply (§§ 288 para. II, 247 BGB).

2) If the customer refuses to accept or collect the goods on the agreed delivery date without good reason or delays this for reasons for which aedificium digital GmbH is not responsible, the service rendered shall be due for payment as soon as the customer has received notification from aedificium digital GmbH that the goods are ready for delivery or collection. We reserve the right to assert further claims for damages caused by delay.

3) The customer shall only have a right of set-off if its counterclaims have been legally established or have been recognized by aedificium digital GmbH. The client may only exercise a right of retention if its counterclaim is based on the same contractual relationship.

4) aedificium digital GmbH shall be entitled to issue partial invoices at the end of a month if the services to be provided extend beyond one month. The partial invoices shall be settled on the basis of the partial services rendered up to that point in time in accordance with the proof of performance submitted.Upon successful completion of the services to be provided

services to be provided, a final invoice will be issued, taking into account the services already provided and invoiced.

5) aedificium digital GmbH reserves the right to issue advance payment invoices if the client places an order with aedificium digital GmbH for the first time or if the credit report indicates a recommended credit rating below the order amount. As part of the credit check, data may be exchanged with. As part of the credit check, data may be exchanged with a factoring service provider.

6) aedificium digital GmbH is entitled to assign the claims arising from the business relationships to a factoring service provider. In the case of assigned claims, all payments shall be made to the designated financial service provider upon request with debt-discharging effect.

7. CANCELLATION OF THE CONTRACTUAL PERFORMANCE BY THE CLIENT

1) In the event of premature termination of the contract by the client, the statutory provision of § 649 BGB is modified as follows:

(a) If notice of termination is received more than 14 days before the scheduled execution date, the client shall owe 25% of the agreed remuneration.

c) If the notice of termination is received within 14 days before the planned execution date, the client shall owe 50% of the agreed remuneration.

d) If notice of termination is given after the order processing of the services to be provided has already begun, the client shall owe 100% of the agreed remuneration.

2) In the event of premature termination by the client, saved expenses and interim earnings actually achieved or maliciously omitted in accordance with §§ 649 sentence 1 half-sentence 2 BGB shall expressly not be taken into account.

3) Point 1) shall not apply if the premature termination is due to reasons that are not within the sphere of the client and are based on force majeure. This includes in particular the impossibility of executing the order due to storm, political upheaval, illness or death of a person involved in the production process who cannot be replaced.

4) In any case of premature termination, however, the client shall be liable for reimbursement of the proven services rendered, third-party expenses and, in particular, travel and accommodation costs.

8. RIGHT OF WITHDRAWAL

1) aedificium digital GmbH shall be entitled to withdraw from the contract if:

a) the provision of the service is objectively or subjectively impossible within the meaning of §275 BGB,

b) there is no free access to the object that is the subject of the service at the agreed times.

c) the client does not fulfill his obligations to cooperate in accordance with § 8 and this makes the execution of the order unreasonably difficult,

d) due to external conditions (e.g. weather conditions, visibility/lighting conditions, high CT index), proper execution of the order is not possible or it cannot be executed without a significant risk to the safety of the persons involved and/or the technology used,

e) an official permit (e.g. filming permit, flight permit, access permit) issued for the execution of the order at our request is revoked or withdrawn, or loses its validity for other reasons.

2) Withdrawal must be declared to the client in text form and reasons given. Should the withdrawal occur for reasons for which the client is responsible, aedificium digital GmbH’s claim to remuneration shall remain in full force and effect.

3) In any case of withdrawal pursuant to § 8, the client shall be liable for the reimbursement of proven expenses incurred, in particular travel and accommodation costs.

9. ACCEPTANCE OF THE SERVICES RENDERED

1) The delivered goods shall remain the property of the seller until all claims arising from this contract have been settled in full. Defects must be reported immediately.

The services rendered by aedificium digital GmbH shall be deemed to have been accepted within the meaning of Section 640 (2) BGB if no defects have been reported in writing by the tenth working day after delivery and the client has not expressly objected to acceptance within this period. The provisions of the German Civil Code (BGB) shall otherwise apply with regard to the acceptance of the services.

2) The provision of § 640 para. 1 sentence 3 BGB is not affected by this.

10. COPYRIGHT AND RIGHTS OF USE

1) The surveying, photographic, laser or film recordings produced by aedificium digital GmbH are copyrighted material of aedificium digital GmbH.

2) In principle, the client shall be granted a simple right of use and exploitation of the material produced, unless expressly agreed otherwise in writing.

3) The client is entitled to transfer the right of use to third parties in whole or in part within the scope of the contractually agreed use or to have the rights exercised by third parties.

4) aedificium digital GmbH reserves the right to use image material (point clouds, photos, videos, screenshots, renderings, etc.) for advertising purposes on the websites of aedificium digital GmbH, in social media appearances (e.g. Facebook, Xing, Linkedin, Instagram), in print media (e.g. flyers, brochures, trade journals), at trade fair appearances and in advertising films (of aedificium digital GmbH), unless a confidentiality agreement or a written agreement to the contrary has been made.

5) The client expressly agrees that individual works (image and video material) may be used for advertising purposes as a reference for aedificium digital GmbH. The client expressly agrees that he/she may be named as a reference for aedificium digital GmbH unless a confidentiality agreement or a written agreement to the contrary has been concluded.

6) The granting of the simple rights of use and exploitation is subject to the condition precedent that all payment claims of aedificium digital GmbH against the client arising from the respective contractual relationship are satisfied in full. Exploitation of the rights of use and exploitation shall be refrained from in the event of a dispute over the payment claims following a written request due to aedificium digital GmbH’s retention of title.

11. WARRANTY

1) The statutory warranty rights pursuant to § 377 HGB (German Commercial Code) shall apply. However, the prerequisite for any warranty rights of the client is that the client notifies aedificium digital GmbH in writing of any defects immediately, but no later than 14 days after the service has been provided. If this notification is not made, the client shall be excluded from any warranty rights.

2) aedificium digital GmbH expressly accepts no liability for the suitability of the geodata supplied by the client (e.g. control and checkpoints) for the purpose intended by the user. Furthermore, aedificium digital GmbH expressly assumes no guarantee that the user has the technical requirements to use the geodata supplied.

3) The products, services and performances supplied by aedificium digital GmbH only represent deliveries from a technical point of view. The suitability for a specific purpose and the usability of the services is neither guaranteed nor warranted by aedificium digital GmbH. It is the responsibility of the client to check the suitability of the services for its intended purpose itself

4) aedificium digital GmbH always carries out all services to be provided with the utmost care and expertise. Nevertheless, it cannot always be ruled out that, for example, errors and deviations may occur during surveying (e.g. due to vegetation, rain or reflections). aedificium digital GmbH will inform the client of possible sources of error or disruptive factors before the survey. If the client instructs or commissions aedificium digital GmbH to carry out the work despite being informed of possible sources of error or disruptive factors, aedificium digital GmbH shall not assume any warranty with regard to completeness and accuracy.

12. LIMITATION OF LIABILITY

1) aedificium digital GmbH shall be liable in accordance with the statutory provisions for damages caused intentionally or through gross negligence. The same applies to damages resulting from the breach of essential contractual obligations (cardinal obligations); however, insofar as there is no intentional breach of contract, liability for damages is limited to the foreseeable, typically occurring, verifiable damage.

2) Liability for damages resulting from injury to life, limb or health due to a negligent breach of duty by aedificium digital GmbH or an intentional or negligent breach of duty by its legal representatives or vicarious agents shall remain unaffected.

3) Cardinal obligations within the meaning of these GTC are those obligations whose fulfillment is essential for the proper execution of the contract and on whose compliance the contractual partner may regularly rely.

4) Otherwise, the liability of aedificium digital GmbH, its legal representatives and vicarious agents shall be limited to such damages as were typically foreseeable at the time the contract was concluded. Indirect damages and consequential damages resulting from defects in deliveries or services of aedificium digital GmbH shall only be eligible for compensation if such damages were typically associated with the contract and the agreements made on the subject matter of the contract and were foreseeable.

5) The limitations of liability in accordance with the above paragraphs shall also apply mutatis mutandis to the personal liability of employees, staff, representatives and vicarious agents of aedificium digital GmbH.

13. FORCE MAJEURE

1) In the event that aedificium digital GmbH is unable to fulfill its performance obligations in whole or in part due to circumstances beyond its control and arising after the conclusion of the contract, it shall be released from its performance obligation for the duration of this hindrance and a reasonable start-up period. Such circumstances include, in particular, strikes, lockouts, official orders and other unforeseeable, unavoidable and serious events that make the performance of aedificium digital GmbH unreasonable.

2) The above provision shall also apply if the aforementioned circumstances occur with subcontractors or suppliers. aedificium digital GmbH shall inform the customer of the occurrence of such circumstances without delay and notify the customer of the duration of the hindrance and the expected date by which it will be able to provide the service again.

3) The assertion of warranty claims and claims for damages by the customer due to delayed delivery or impossibility of performance shall be excluded in cases of force majeure.

14. FINAL PROVISIONS

1) Should individual provisions of these General Terms and Conditions be invalid or unenforceable or become invalid or unenforceable after conclusion of the contract, this shall not affect the validity of the remaining provisions.

2) Amendments and supplements to these General Terms and Conditions must be made in writing. This also applies to any amendment or revocation of this written form requirement.

3) The place of performance and jurisdiction for all disputes arising from or in connection with this contract shall be exclusively the registered office of aedificium digital GmbH, provided that the client is a merchant, a legal entity under public law or a special fund under public law.