Terms and Conditions

I. SCOPE OF APPLICATION

  1. These General Terms and Conditions apply to the provision of services listed in our offer (Services) by CPI Technologies GmbH, a company registered in Germany under VAT ID No: DE315804617, with its registered office at Brüsseler-Str. 1-3, 60327 Frankfurt am Main (hereinafter referred to as "we" or "Service Provider") to the person who avails of the services (You or Customer). These Terms and Conditions also apply to future business, even if they are not expressly referred to. These terms and conditions apply to both the delivery of goods and services, unless otherwise agreed.

  2. Conditions of the customer that conflict with or deviate from these regulations are only valid if we have agreed to them in text form and expressly.

  3. These Terms and Conditions apply exclusively to businesses and other commercially or professionally active customers.

  4. By accepting our offer, or at the latest at the time of service provision, these Terms and Conditions are deemed to have been acknowledged and accepted. The offer and the Terms and Conditions constitute the entirety of the agreement between us and the customer. Deviations and supplements require text form, even if they are implied by trade customs, habitual practice, or ordinary course of business.

II. CONCLUSION OF CONTRACT

  1. Our offer is initially non-binding. Acceptance is made by electronic or written signature. Otherwise, a binding agreement also occurs when the service provision has begun.

  2. The customer is bound to the order placement.

  3. We may have our contractual services provided by third parties unless the customer has justified objections against this.

  4. Offers outside the main contract, changes, and adjustments proposed by us to the customer are considered accepted during the contract term if no objection in text form is received by us within 7 days.

III. DEFINITIONS

  1. A "Business Day" is any day that is not a Saturday, Sunday, or public holiday at the location where the services are provided (Hessen, Germany).

  2. The headings in these General Terms and Conditions are for convenience only and do not affect their interpretation.

  3. Words in the singular include the plural and vice versa.

  4. If text form is agreed upon, this does not exclude written form. If written form is mentioned, text form is also sufficient.

IV. PROVISION OF SERVICES

  1. We guarantee that we will provide the services with reasonable care and skill and that they will conform in all material respects with the offer, including all specifications. We may make changes to the services that are necessary to comply with applicable laws or safety requirements, and we will notify you if this is necessary.

  2. Customer requests for changes regarding the agreed services should be addressed to us in text form. We may refuse the changes if their implementation is unreasonable for us within the scope of contract fulfillment. In the event of a change, additional costs may arise, which are to be compensated according to our current price list. A change request should be considered accepted only in written form.

  3. We will endeavor to complete the provision of services within the agreed or stated time in the offer; however, time is not of the essence for the fulfillment of our obligations.

  4. We perform troubleshooting and technical adjustments upon request by the customer during the contract term. For this, compensation according to our current price list applies.

  5. The customer has the option to book support packages according to our current price list, which define our respective support obligations towards the customer.

  6. The customer can book packages for First-Level Support, Managed Hosting, Custom Software Development, and Marketing Services according to our current price lists, which define our performance obligations and service times.

  7. For marketing or design services, a goal setting and agreement on a fixed price is made. If no fixed price has been agreed, the hourly rates according to our current price list apply. If cooperation is based on a fixed price, we work based on milestones. Once a milestone is completed, it is presented to the customer for review. The customer has 3 revisions of the result, in which they can note defects or changes. Further revisions require additional payment according to the hourly rates of the current price lists unless otherwise agreed. Changes in previous milestones are charged according to the current price lists unless otherwise agreed.

  8. Work is generally provided on business days. If work has to be carried out on non-business days at the customer's explicit request, these services are billed at double the hourly rate.

  9. The customer may request an estimation of work from us. Working time necessary for estimations including but not limited to development, project management and quality assurance are a billable activity unless agreed otherwise.

  10. Due to the nature of complex architecture and software systems and although we always endeavor to create correct estimations, tasks can be underestimated and more work might be required. If we see that we need more development hours than initially estimated, we will notify you about that and have to explain the reasons for that and why this wasn't initially included in the first estimation.

  11. In no case the customer receives the right to refuse payments or reduce the billed hourly volume because more work has to be done than initially estimated to finalize the work in a qualitative way. An estimation should never be a fixed price agreement.

  12. The customer can request from us a fixed price quotation for a given scope of work. For fixed price agreements a seperate written agreement has to be created and signed between you and us, that explicitly lists the full scope of work and specifically is labelled as a fixed price agreement. Any other agreement not labelled as such shall be considered as an estimation and will be always billed hourly by actual workload.

  13. Any additional work not specifically listed in the scope of work of a fixed price agreement or additional changes shall be billed as per the price list of us with the usual hourly rates.

  14. Working hours are billed at the beginning of the month for the respective previous month.

  15. CPI has a variety of white label software solution that we are licensing to our customers. Unless the customer purchased the full rights of the software, all rights of the software belong to CPI. CPI may grant temporary right of use based on a timely limited license agreement.

  16. CPI grants free bug fixing for critical bugs that interrups the usage of the software for end users for free to you to ensure a proper functionality of the licensed software. In no case CPI will develop additional features or changes to the software for free. A critical bug of interruption shall be limited to software errors, non-working buttons and unfunctional user processes. This explicitly does not include missing functionality that is necessary for the customers special needs. The decision if a bugfix is chargeable or not lies solely on the side of CPI.

  17. The customer receives, if not defined otherwise, the right to do own code changes of his instance of the licensed software. In case developers of the customer changes the software code, CPI will no longer provide free bug fixing as described in 16. as it may not be clear who caused the software issue.

  18. CPI retains the right to refuse change requests if the change can impact the usability or security of the software.

V. YOUR OBLIGATIONS

  1. You are required to obtain all permits, consents, licenses, or other permissions we need to provide the services and to grant us access to all relevant information, materials, properties, and other information necessary for the provision of the services. You are responsible for the accuracy of the aforementioned documents; we are not obliged to verify them. The customer ensures that we receive the necessary rights to use the materials.

  2. Fixed price work that has to be redone based on wrong information, materials or other information necessary for the work have to billed separately according to our price list.

  3. We are entitled to terminate the service relationship without notice if the obligation according to point V. 1. of these Terms and Conditions is not or not timely fulfilled.

  4. We are not liable for a delay or failure in providing the services if this is due to your failure to comply with the provisions of this section (Your Obligations).

  5. The customer is responsible for the functionality of all components within their network necessary for the use of our service.

  6. CPI commits always to a professional and respectful communication with our customers and their team members. It is your obligation too, to communicate in a constructive and respectful way with all team members of CPI.

VI. FEES

  1. The fees for the services are listed in the offer. If services are claimed that are not listed in the offer, the compensation is based on our current price list.

  2. In addition to the fees, we may require you to pay: a) reasonable incidental expenses, including, but not limited to, travel, hotel, and subsistence expenses, and all related expenses, b) the costs of services provided by third parties and required by us to provide the services, and c) the costs of all materials required for the provision of the services. Any travel must be confirmed in writing by the customer in advance.

  3. Additional services not listed in the offer are to be compensated according to our current hourly rate or another rate agreed between us at the time of service provision. This also applies to additional services in the sense of point VI. 2. of these Terms and Conditions.

  4. The fees are exclusive of the applicable value-added tax and other taxes or levies imposed or levied by the competent authorities. These are additional and will be invoiced to you by us.

  5. A payment is to be made at the time of acceptance of the offer, as far as and as indicated in the offer.

  6. If you do not pay according to the above clause to us, we can either withhold the provision of the services until the deposit is received, or we can terminate according to point X. of these Terms and Conditions.

  7. Payments are non-refundable in any case, no matter if they belong to a fully or partially paid invoice.

VII. CANCELLATION AND AMENDMENT

  1. We may withdraw, cancel, or amend an offer if it has not been accepted by you or if the services have not commenced within a period of 30 days from the date of the offer (unless the offer was withdrawn).

  2. Both we and you may cancel an order for any reason before you accept (or reject) the offer.

  3. If we must make changes to the services or the manner of their provision due to circumstances beyond our control, including those set out in point XIV. of these Terms and Conditions (Force Majeure), we will notify you immediately. We will reasonably endeavor to minimize such changes.

VIII. PAYMENT

  1. Fees for fixed-price services are billed according to the offer. Fees for hourly services are billed at the beginning of the month for the previous month. Invoices may be sent by us to you by email and are considered delivered within two business days.

  2. You must pay the due fees plus statutory tax within 7 days, unless a different payment term has been agreed in writing, after the date of our invoice or otherwise in accordance with the credit terms agreed between us. Default occurs 7 days after invoicing. In the case of otherwise agreed payment dates, default occurs immediately after the payment date has passed. After 10 days of default, a default fee of 150€ is due.

  3. Objections to the invoice issued by us must be made to us in text form within 7 days of delivery of the invoice, otherwise, the invoice is considered accepted in its entirety.

  4. A fully or partially paid invoice shall always be considered accepted in its entirety. Later disputes or objections against paid or partially paid invoices are not possible.

  5. The payment term is an essential part of the contract.

  6. Without limiting other rights or remedies available to us in respect of statutory interest, if you do not pay within the above period, we will charge you interest at the rate of 7% per month above the base rate on the outstanding amount until full payment is received. We reserve the right to claim higher damages for delay.

  7. All payments due under these Terms and Conditions are to be made in full without deduction or withholding unless required by law, and neither party may assert a credit, set-off, or counterclaim against the other to justify withholding payment of any such amount in whole or in part.

  8. If you do not pay within the above period, we may suspend further provision of the services and cancel all future services ordered or otherwise agreed with you.

  9. Payment receipts are issued by us only at your request.

  10. All payments are to be made in EU euros unless we have agreed otherwise in text form.

IX. SUBCONTRACTS AND ASSIGNMENT

  1. We may at any time assign, transfer, charge, subcontract, or otherwise deal with all or any of our rights under these Terms and Conditions and subcontract or delegate in any manner any or all of our obligations to third parties.

  2. You are not permitted to assign, transfer, charge, subcontract, or otherwise deal with all or any of your rights or obligations under these Terms and Conditions to third parties without our prior consent in text form.

  3. In the event of a company takeover of the customer or changes in the management, this must be communicated to us immediately. We reserve the right to terminate the service agreement in this case.

X. TERMINATION

We may immediately terminate the provision of the services if you:

  1. commit a material breach of your obligations under these General Terms and Conditions;

  2. fail to fulfill your obligations as stated in V. Obligations

  3. fail to pay an amount due under the contract on the due date;

  4. become subject to a bankruptcy order or are about to become subject to a bankruptcy order or, in our reasonable assessment, are about to become subject to a bankruptcy order or take advantage of any other legal provision for the relief of insolvent debtors;

  5. enter into a voluntary arrangement under Part 1 of the Insolvency Act 1986,

  6. make another plan or arrangement with your creditors;

  7. convene a meeting of your creditors, initiate voluntary or compulsory liquidation, have a receiver, manager, administrator, or administrative receiver appointed in respect of your assets or business or any part thereof, file documents with the court for the appointment of an administrator in respect of you, give notice of the intention to appoint an administrator by you or one of your directors or by a qualified holder of a floating charge (as defined in paragraph 14 of Schedule B1 of the Insolvency Act 1986), pass a resolution or file a petition with a court to dissolve you or issue an administrative order in respect of you, or initiate proceedings related to your insolvency or potential insolvency.

  8. A change in management or a company takeover occurs.

XI. INTELLECTUAL PROPERTY

We reserve all copyrights and all other intellectual property rights that may exist in the goods supplied in connection with the provision of the services, insofar as they already existed on our side before the provision of the service. 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. Last sentence does not apply for changes in licensed software provided by CPI including but not limited to the MICCA STO Platform, MICCA Crypto Exchange or CPI Payment Solution.

XII. LIABILITY AND INDEMNIFICATION

  1. Our liability within the contractual relationship is limited as set out in this section.

  2. The liability amount is limited to the foreseeable, contract-typical damage at the time of contract conclusion for each case of damage. The fees payable by you under the contract are to be used as an indication and basis for calculation.

  3. We are not liable (regardless of whether caused by our employees, agents, or vicarious agents) except for intent in connection with the provision of the services or the fulfillment of our other obligations under these General Terms and Conditions or the offer for:

    1. indirect, incidental, or consequential losses, damages, costs, or expenses, loss of profits, loss of anticipated profits, loss of business, data loss, damage to reputation, or loss of goodwill, business interruption;

    2. claims by third parties;

    3. a failure to fulfill any of our obligations if such delay or failure is due to a cause beyond our reasonable control (Force Majeure);

    4. any losses caused directly or indirectly by a failure or breach on your part in respect of your obligations;

    5. losses arising directly or indirectly from the choice of services and how they meet your requirements, or from your use of the services or the goods supplied in connection with the services.

  1. In addition to liability under statutory provisions, you are particularly liable to us for all damages, costs, claims, and expenses arising from the loss or damage of equipment items (including those belonging to third parties) caused by you or your representatives, vicarious agents, or employees.

  2. These General Terms and Conditions do not limit our liability for personal injury caused by us. There is also no limitation of liability for fraudulent misrepresentation or other matters for which an exclusion or limitation of liability would be unlawful.

XIII. DATA PROTECTION

  1. In providing the services to the customer, the service provider may gain access to personal data of the customer's employees and/or the opportunity to transfer, store, or process them.

  2. The parties agree that in the event of such processing of personal data, the customer is the "Data Controller" and the service provider is the "Data Processor" within the meaning of the General Data Protection Regulation (GDPR) in its current version.

  3. To avoid doubt, the terms "personal data", "processing", "data controller", "data processor", and "data subject" have the same meaning as in the GDPR.

  4. The service provider may only process personal data to the extent reasonably necessary to provide the services mentioned in these Terms and Conditions, or as required and agreed with the customer. He may not retain personal data longer than necessary for processing and may not process personal data for his own purposes or for third parties.

  5. The service provider may not disclose personal data to third parties except to employees, directors, agents, subcontractors, or advisors, and only on a strict need-to-know basis and only under the same (or more stringent) conditions as set out in these conditions, or to the extent required by applicable laws and/or regulations.

  6. The service provider must implement and maintain the technical and organizational security measures required to protect the personal data processed by the service provider on behalf of the customer.

  7. Further information on the service provider's approach to data protection is outlined in its privacy policy, which can be found on our website. For inquiries or complaints about data protection, you can contact us by email at [email protected].

XIV. FORCE MAJEURE

Neither party is liable for a failure or delay in fulfilling its obligations if this failure or delay is due to causes beyond the control of the respective party.

Such causes include, but are not limited to: labor disputes, riots, fire, floods, storms, earthquakes, terrorist acts, acts of war, government actions, or other events beyond the control of the respective party. If the delay lasts for a period of 90 days, either of us may terminate or cancel the services to be provided under these Terms and Conditions.

XV. NOTICES

  1. All notices under these Terms and Conditions must be in text form and signed by the notifying party (or a duly authorized representative of that party) or on their behalf.

  2. Notices are deemed to have been properly delivered if they were delivered by a courier or another messenger (including registered mail) during the normal business hours of the recipient; if they were transmitted by email and a successful transmission report or return receipt was generated; on the fifth business day after mailing if sent by national post; or on the tenth business day after mailing if sent by airmail.

  3. All notices under these Terms and Conditions must be addressed to the last address or email address communicated by the other party.

  4. No delay, action, or omission by a party in exercising any right or remedy shall be deemed a waiver of that or any other right or remedy and shall not prevent the further exercise of any other right or remedy.

XVI. CONFIDENTIALITY

The parties undertake to keep confidential information, such as trade secrets, manufacturing processes, know-how, inventions, business strategies, and business plans, secret during the term of the contract and for two years after its termination and to protect it from access by third parties. Excluded are information that is otherwise made public and generally accessible.

XVII. REFERENCES

The customer permits us to publish and name his company as a reference on our website. The customer can revoke this consent at any time in text form.

The project carried out may be used by us as a study case and presented in this context in presentations and/or on our website. In no case may personal data of end customers be used.

XVIII. FINAL PROVISIONS

  1. Should one or more of these conditions prove to be illegal, invalid, or otherwise unenforceable, these provisions shall be deemed to be separate from the rest of these conditions. The contract and the remaining points of the Terms and Conditions remain unaffected and continue to be effective.

  2. Place of Performance

The place of performance for services provided is Frankfurt (Main), Germany.

3.Law and Jurisdiction

This contract, the Terms and Conditions, and all agreements based on them, as well as extrajudicial disputes and claims, are subject to the law of the Federal Republic of Germany, excluding the UN Sales Convention.

Jurisdiction for all disputes arising from this contract is Frankfurt (Main).

Date: February 19, 2024