General terms and conditions

Version 02/2026

§ 1 Applicability of the General Terms and Conditions of aurenz GmbH

(1) These General Terms and Conditions (GTC) apply exclusively. aurenz does not recognise any terms and conditions of the customer that conflict with or deviate from these GTC, unless aurenz has expressly agreed to their validity in written form (such as email). These GTC also apply if aurenz, aware of conflicting or deviating customer conditions, executes deliveries or services without reservation.

(2) These GTC also apply to all future business relationships, even if they are not expressly agreed upon again. The GTC are deemed accepted at the latest upon acceptance of the goods or utilisation of the service.

(3) These GTC apply only to entrepreneurs within the meaning of § 14 of the German Civil Code (BGB), legal entities under public law and special public law funds, as well as merchants according to the German Commercial Code (HGB) (B2B).

§ 2 Offer, Offer Documents, Conclusion of Contract

(1) All offers by aurenz are non-binding, unless expressly stated otherwise in the offer.

(2) In the case of SaaS or cloud models, the contract is deemed concluded when aurenz provides the customer with access data or activates the service.

(3) aurenz reserves the right to make minor technical and customary changes to the offer, provided quality and price are equivalent, even after the customer has accepted the offer, as long as this is reasonable for the customer and does not materially impair the agreed functionality.

(4) Details in catalogues, brochures, circulars, advertisements, illustrations, service descriptions and similar public announcements as well as on the internet (especially regarding performance, size, weight, capacities, compatibilities etc.) are non-binding, unless expressly agreed upon in written form as part of the contract.

(5) The contract is concluded by written order confirmation from aurenz or by delivery/performance.

(6) Sales staff/employees of aurenz are not authorised to make verbal side agreements or assurances that go beyond the content of the written contract or order confirmation. Side agreements must be in written form.

§ 3 Scope of Delivery and Services for Software Products / Usage Rights

(1) If the customer purchases a licence or uses the software within a fixed-term usage agreement (rental or Software as a Service, SaaS), aurenz grants the customer a right to use the respective software product ("Software") in accordance with the contract and these GTC. Unless otherwise agreed, this usage right is non-exclusive, non-transferable, and restricted to the customer's own internal business purposes.

(2) For purchase licences (perpetual licences): The usage right is unlimited in time and comes into effect upon full payment of the agreed licence fee. The scope and metrics of the licence (e.g., named user, concurrent user, channels, locations) are defined in the order confirmation. Updates, upgrades, new releases, as well as maintenance or support services, are only owed if separately agreed.

(3) For rental or SaaS: The usage right is limited to the contract term and only applies as long as the agreed fees are paid in full. In case of payment default, aurenz is entitled, after giving reasonable notice, to temporarily block access to the software. After termination of the contract, the customer must cease usage. Details regarding the surrender or deletion of data and export options are governed by the contract.

(4) The usage right includes entitlement to delivery or provision of the software in object code as well as the documentation (product description, programme or user manual) in the usual form. The customer has no claim to the provision of the source code unless legally required.

(5) Without express written consent from aurenz, the customer is not permitted to rent, lease, lend, sub-licence, or otherwise make aurenz software products available to third parties for commercial use. The customer is also prohibited from offering or providing services to third parties using results obtained from software products (service bureau or outsourcing), unless expressly permitted by contract.

(5a) If the customer acts as an authorised reseller/system integrator for aurenz or aurenz consents in writing in individual cases (e.g., in the offer, order confirmation or partner agreement), the customer is permitted to pass on the software to an end customer as part of a specific end customer project (resale/transfer or – for rental/SaaS – provision for use). aurenz may require that the end customer (company/location) be named in writing for licence or contract assignment purposes.

(5b) For purchase licences, onward transfer pursuant to (5a) is only permitted as a transfer/resale of the usage right to exactly one designated end customer; renting or making the same purchase licence available to changing or multiple end customers (multi-customer operation) is prohibited unless expressly agreed otherwise.

(5c) For rental or SaaS, subletting/provision for use to exactly one designated end customer per licence/instance during the contract term is permitted, provided this is contractually stipulated. Usage is restricted to the internal business purposes of the designated end customer. Multi-customer operation, timesharing, application service providing (ASP) or service bureau operation is not permitted unless expressly allowed.

(5d) The customer must ensure that the end customer complies with contractual usage restrictions and remains responsible to aurenz for compliance with the contract, particularly for payments and adherence to licence parameters (e.g., users/instances/locations).

(5e) If the customer breaches the above provisions, aurenz is entitled to block usage after reasonable prior notice, terminate the contract for good cause, and assert further rights (especially claims for damages).

(6) If aurenz protects software products wholly or partly with licence mechanisms (e.g., licence file, licence server, dongle), the customer must use these protection mechanisms unaltered and adequately safeguard them against third-party access.

(7) System requirements and compatibilities: The customer is responsible for an appropriate system environment (hardware, operating system, database, network, security configuration and, where relevant, telephone system, UC platform, provider, interfaces). aurenz is only responsible for compatibility with third-party products to the extent expressly agreed.

(8) Software Assurance (SWA) / Software Assurance as usage prerequisite: For certain software products directly distributed by aurenz, the conclusion and maintenance of Software Assurance ("SWA") may be a prerequisite for usage, in addition to the acquisition of the software. This particularly applies to operation in virtualised environments (e.g., virtual machines, containers, cloud environments) or other usage types specified in offer/order confirmation. Scope, term, and content of SWA (e.g., updates/upgrades, support, maintenance, response times) are defined in the offer and/or order confirmation and, if applicable, separate service descriptions.

(9) Where SWA under (8) is a prerequisite for usage, the usage right to the relevant software is limited to the term of the SWA; upon expiry of the SWA, the usage right ceases. The customer must immediately cease usage once the SWA ends. aurenz is entitled, after reasonable prior notice, to implement technical measures (e.g., licence mechanisms) to prevent further usage, where necessary and reasonable. For software products from other manufacturers (e.g., Octopus FX, STARFACE and swyx), their respective licence conditions apply additionally or with priority, as far as these are made available to the customer or contractually included.

§ 4 Payment Terms, Prices

(1) Unless expressly agreed otherwise, invoices are payable in full within thirty (30) days of receipt, to the account specified on the invoice. The key date is when aurenz receives payment.

(2) The prices specified in aurenz's order confirmation are binding. If no prices are agreed at the time of contract, the prices valid on the day of delivery shall apply. All prices are exclusive of legally applicable VAT and any agreed or incurred shipping, travel, and ancillary costs.

(3) The customer may only offset claims if their counterclaims are legally established, undisputed or recognised by aurenz. Rights of retention are only available to the customer if their counterclaims arise from the same contractual relationship and are legally established, undisputed or recognised by aurenz.

(4) For each failed or returned direct debit, the customer must reimburse aurenz for the costs incurred, provided the customer is responsible for the event causing the cost.

(5) For rental, assurance or SaaS, unless agreed otherwise, the agreed fees are payable in advance for each billing period. For continuing obligations (SaaS/maintenance), aurenz is entitled to adjust the remuneration after the first 12 months with 6 weeks' notice, if the costs for service provision (e.g., third-party licences, infrastructure costs) have changed significantly.

§ 5 Delivery, Delivery Time

(1) Delivery dates and periods are non-binding, unless expressly agreed as binding in writing.

(2) Partial deliveries/performances are permitted, provided they are reasonable for the customer.

(3) If the customer is in default of acceptance or culpably violates other cooperation obligations, aurenz is entitled to claim compensation for the resulting damage, including any additional expenses. Further claims or rights remain unaffected.

(4) Where the conditions of (3) exist, the risk of accidental loss or accidental deterioration of the purchased item passes to the customer at the time he is in default of acceptance or debtor's delay.

(5) The liability of aurenz in the event of delivery delay is as per § 9 (10) to (13).

(6) Further statutory claims and rights of the customer remain unaffected.

§ 6 Customer Cooperation Obligations

(1) The customer will cooperate to a reasonable extent in aurenz's performance of services. In particular, the customer will promptly provide all necessary information, access, approvals and resources. This includes, where required for the software, a functional and licensed telephone system or UC platform, provision of interfaces and communication data (e.g., CDR, CMR, APIs), administrator rights, remote access, firewall and network releases, and an appropriate test and acceptance environment.

(2) The cooperation obligations under (1) are material contractual obligations of the customer. If aurenz cannot provide services or cannot provide them in time due to missing or delayed cooperation from the customer, agreed deadlines will be extended accordingly. In these cases, aurenz is not in default.

(3) Additional expenditure incurred by aurenz due to missing or delayed cooperation, incorrect information or subsequent change requests from the customer will be compensated by the customer at the agreed rates. If no rates are agreed, aurenz's current list prices apply.

(4) The customer will designate a competent contact person authorised to coordinate and receive declarations, and ensure their availability.

§ 7 Transfer of Risk

Unless specified otherwise in aurenz's order confirmation, delivery is "ex works". If the goods are not dispatched immediately at the customer's request or for reasons within the customer's responsibility, all risk of damage or destruction transfers to the customer upon notification of readiness for dispatch.

For software downloads, provision of download capability or licence data is considered delivery; risk transfers to the customer upon provision.

§ 8 Retention of Title

(1) aurenz retains ownership of all delivered goods until the customer has settled all current and future claims arising from the business relationship. In cases under § 93 BGB, retention of title refers to the co-ownership share resulting from installation; the following provisions apply accordingly.

In case of breach of contract by the customer, especially default in payment, aurenz is entitled to reclaim the purchased item. Reclaiming constitutes withdrawal from the contract. After reclaiming, aurenz is authorised to realise the item; the proceeds will be credited against the customer's liabilities minus reasonable realisation costs.

(2) The customer is obliged to handle the goods with care.

(3) The customer may neither pledge nor transfer by way of security or assign the delivery item and the claims replacing it.

(4) The customer is entitled to resell the delivery item in the ordinary course of business; however, they hereby assign to aurenz all claims from the resale or other legal grounds (especially from insurance or tort) in the amount of the final invoice amount agreed with aurenz (including VAT). The customer remains authorised to collect these claims even after assignment; aurenz's authority to collect the claim itself remains unaffected.

The collection authorisation can be revoked by aurenz in the event of breach of contract (especially default in payment); in cases of breach of contract, aurenz is also entitled to prohibit any resale or processing of items delivered under retention of title.

(5) If the customer fails to meet their payment obligations from the proceeds received, is in default, an application for insolvency proceedings is filed, or payment is suspended, the customer must disclose to aurenz on request the assigned claims and debtors, provide all necessary information for collection, hand over relevant documents, and inform the debtor (third party) of the assignment.

(6) aurenz will release securities to which it is entitled at the customer's request insofar as their value exceeds the claims to be secured by more than 20%.

§ 9 Defects Liability / Warranty / Liability

(1) The customer is aware, according to current technology, it is not possible to create software that works error-free in itself and in all applications and combinations with other software products. Errors in programmes cannot be completely excluded.

(2) Defect claims by the customer require that they have properly fulfilled their inspection and notification obligations under § 377 HGB.

(3) If a not insignificant defect in the purchased item exists, aurenz may, at its discretion, rectify the defect or deliver a new, defect-free item. If one or both types of rectification are impossible or unreasonable, aurenz may refuse them.

aurenz has the right to repair or replace defective hardware and software up to twice within its warranty obligation. The customer will, to the required extent, remove software programmes, changes and installations before replacement and allow aurenz the necessary time and opportunity to perform remedial work.

(4) A defect does not exist if a software product from aurenz is not compatible with software components from other manufacturers or third-party systems, unless otherwise agreed in writing. The customer is aware that aurenz software products are sometimes protected by licence/copy protection mechanisms (e.g., dongle).

(5) Analyses and statistics created with aurenz telephony/UC software products are based on connection and communication data transmitted by the telephone system/UC platform/provider. There may be inadequate or incomplete data, especially when using systems not released by aurenz, technical changes (e.g., release changes, hardware replacement, configuration changes, provider/network changes) or interface disruptions.

Warranty and liability for the completeness, timeliness and accuracy of analyses and statistics is excluded if the cause lies outside aurenz's area of responsibility; mandatory legal liability and liability under (10) to (15) remain unaffected. Product and system notes can be obtained from support.

(6) If the rectification referred to in (3) is impossible or fails, the customer may choose to reduce the purchase price (reduction) or withdraw from the contract (withdrawal) under statutory provisions. In case of only minor breaches of contract, particularly minor defects, the customer has no right of withdrawal. If the customer chooses withdrawal due to a legal or material defect after failed rectification, they are not entitled to further compensation for the defect.

(7) The customer's claims for expenses required for rectification, particularly transport, travel, labour and material costs, are excluded if the expenses increase because the goods delivered by aurenz were subsequently taken to a location other than the place of fulfilment.

(8) For legal defects, statutory regulations (§ 435 BGB) apply.

(8) No limitation or exclusion of defect rights applies where aurenz has fraudulently concealed a defect or has assumed a guarantee of condition (§ 444 BGB). Further strict liability is not accepted.

(9) aurenz is liable for the customer's claims for damages based on wilful intent or gross negligence by aurenz, including wilful intent or gross negligence by its legal representatives and vicarious agents, according to statutory provisions. If aurenz culpably breaches a material contractual obligation, aurenz is also liable under statutory provisions. A material contractual obligation exists if the breach concerns an obligation that the customer has relied and may rely upon (cardinal obligation).

(10) aurenz's liability for damages in case of slight negligence in breach of material contractual obligations is limited to the typical contractual damage that was foreseeable at the time of contract based on circumstances known at that time. Where legally permissible, liability is limited to five times the net delivery price (for software: net licence price) for the relevant product per damage event.

(11) In case of slightly negligent breaches, aurenz's liability is excluded unless these involve injury to life, body or health or slightly negligent breach of a material contractual obligation. In the event of breach of a material contractual obligation, (10) applies accordingly.

(12) aurenz is not liable for damages not caused by aurenz's product, but rather due to other system failures in the customer's computer/IT/TK/UC infrastructure, especially for resulting data loss and lost profits. The same applies to damages resulting from improper or incorrect operation, unauthorised programme changes by the customer or third parties, or deviations from documentation instructions and recommendations. Otherwise, the general rules on burden of proof apply.

aurenz does not guarantee for natural wear and tear, improper or negligent handling, unsuitable operating materials, or chemical, electrochemical or electrical influences (unless attributable to aurenz), nor for improper and unauthorised changes or repairs by the customer or third parties.

(13) The customer must carry out a current data backup before installing a product purchased from aurenz. Furthermore, they must maintain continuous, risk-appropriate data backup after installation. Data backup must also be performed before installing updates/upgrades and before maintenance work. aurenz is not liable for damages resulting from the absence of a usable data backup. In case of data loss, aurenz's liability – where it exists at all – is limited to the typical recovery effort that would have occurred even with regular, risk-appropriate data backup.

(14) For work services (e.g., custom programming), acceptance is deemed given if the customer does not reject the work within 14 days of delivery specifying essential defects or uses the work productively.

(15) aurenz's liability for culpable injury to life, body or health remains unaffected. This also applies to mandatory liability under the Product Liability Act.

(16) Claims from manufacturer recourse remain unaffected.

(17) Unless otherwise regulated above, aurenz's liability is excluded to the extent legally permissible.

(18) Defect claims expire one year from delivery of the goods (for downloads from provision), as far as legally permissible; exceptions are cases of intent, fraud, claims under the Product Liability Act, and damages from injury to life, body or health.

(19) For updates and upgrades and for defects and damages arising in connection with the download or subsequent installation of aurenz software programmes at the customer, the above paragraphs apply accordingly.

(20) Services provided by aurenz under warranty (e.g., provision of patches, updates, releases, upgrades, etc.) do not extend or restart the warranty period, as far as legally permissible.

§ 10 Total Liability

(1) Any further liability for damages than provided for in § 9 is excluded – regardless of the legal basis of the asserted claim. This applies in particular to claims for damages due to fault in contract conclusion, other breaches of duty or tort claims.

(2) The limitation under (1) also applies if the customer demands compensation for futile expenditure instead of a claim for damages in lieu of performance.

(3) To the extent aurenz's liability for damages is excluded or limited, this also applies to the personal liability for damages of aurenz's employees, workers, staff, legal representatives and vicarious agents.

(4) In the event of data loss, aurenz is liable only for the effort required to restore data that would have been necessary had proper and regular data backup by the customer been performed. Liability is completely excluded if the customer has not performed appropriate backup (at least daily???).

§ 11 Force Majeure

(1) aurenz is not liable for force majeure events that make contractual performance more difficult, temporarily hinder, or render it impossible. Force majeure includes all circumstances independent of the will and influence of the parties, such as natural disasters, government measures, official decisions, blockades, war and other military conflicts, mobilisation, civil unrest, terrorist attacks, strikes, lockouts and other labour unrest, seizure, embargo, significant failures of communication networks or energy supply, or other unforeseeable, serious and unavoidable circumstances occurring after conclusion of the contract.

(2) If a party is prevented from fulfilling its obligations by force majeure, this does not constitute breach of contract. Deadlines are extended by the duration of the hindrance plus a reasonable start-up period. The same applies where aurenz relies on third-party services and these are delayed due to force majeure.

§ 12 Data Protection / Data Processing (GDPR)

(1) Where personal data are processed in the performance of agreed services, the parties will comply with applicable data protection regulations, especially the General Data Protection Regulation (GDPR) and the Federal Data Protection Act.

(2) Where aurenz processes personal data on behalf of the customer in the course of service provision (e.g., support, remote maintenance, troubleshooting, hosting/managed services), the parties will conclude a data processing agreement (DPA) according to Art. 28 GDPR in written form before processing starts. Without a DPA, aurenz is entitled to refuse services where provision would otherwise be unlawful under data protection law.

(3) The customer remains the controller for data processing unless expressly agreed otherwise. The customer is responsible for the legal permissibility of processing, especially necessary legal bases, information obligations and, if applicable, involvement of the works council.

(4) Details on technical and organisational measures (TOM), sub-processors, deletion concept, cooperation in data subject rights, control rights and notification procedures for data protection incidents are set out in the DPA.

§ 13 Confidentiality

aurenz and the customer mutually undertake to keep all confidential information and business and trade secrets of the other party secret for an unlimited period, not to disclose them to third parties and only to use them for the purpose of the respective contract. This does not apply to information that is demonstrably publicly known, becomes public without breach of this obligation, was already lawfully known to the receiving party, or must be disclosed due to mandatory legal provisions.

§ 14 Final Provisions

(1) Unless otherwise agreed, the place of performance is aurenz's registered office.

(2) The customer may only assign rights from a business relationship with aurenz with prior written consent from aurenz. Statutory regulations on the assignability of monetary claims, especially § 354a HGB, remain unaffected.

(3) If the customer is a merchant, aurenz's registered office is the place of jurisdiction. However, aurenz is entitled to sue the customer at the customer's general place of jurisdiction.

(4) The law of the Federal Republic of Germany applies. The applicability of UN sales law is excluded.

(5) Should individual provisions of these GTC be or become wholly or partially invalid, this shall not affect the validity of the remaining provisions. In place of the invalid provision, a provision shall apply – as far as legally permissible – that comes closest to the intended economic purpose.