1. Scope of application

1.1 These General Terms and Conditions of Business (T&Cs) are used by CibusCell Technology GmbH, having its registered office in Speyer (hereinafter referred to as “CibusCell”).

1.2 CibusCell has developed the “CibusCell” software, and offers it in the context of a Software-as-a-Service model. CibusCell additionally, in connection with the software, provides consultancy and other services, including feasibility studies in regard to the use of the software (hereinafter referred to as the “Service(s)”).

1.3 CibusCell’s offer to provide the services is exclusively oriented towards entrepreneurs within the meaning of Sec. 14 of the German Civil Code (BGB).

1.4 The basis for the legal relationships between CibusCell and the client (hereinafter referred to as “Client”) is exclusively formed by these T&Cs. Any General Terms and Conditions of the Client are excluded. Any acknowledgments by the Client, making reference to its own Terms and Conditions of Business are hereby contested.

2. Subject of the Agreement, offers and conclusion of the Agreement

2.1 The subject of the Agreement is the provision of the services vis-à-vis the Client in return for a consideration. Pertinent in regard to the scope of the services are CibusCell’s offer, these T&Cs and CibusCell’s order confirmation.

2.2 The Client is advised to consult advisers for special fields, such as in regard to any legal matters which do not fall within CibusCell’s scope of services.

2.3 CibusCell’s offers are non-binding, unless they have explicitly been designated binding. Offers made by the Client are accepted once CibusCell has confirmed them in writing, e.g. by way of an order confirmation or by issuing an invoice for advance payment, or once CibusCell has provided the services.

2.4 It is incumbent upon the Client to carefully review any offer made by CibusCell in regard to its accuracy and expediency.

2.5 CibusCell shall be entitled to carry out partial services if (i) the partial services can be used by the Client within the scope of the intended contractual purpose; (ii) the provision of the remainder of the services is assured; and (iii) no significant additional expenditure is incurred to the Client thereby.

3. Intellectual Property; Rights of Use

3.1 All the documents with which the Client is provided in the context of the Agreement, in particular any data carriers, documents, figures, drawings and calculations, shall remain the property of CibusCell, and, in particular, all rights in the intellectual property, such as copyrights, copyright-protected rights of use, design rights and trademark rights in connection with the software and services, shall continue to be the property of CibusCell, unless the Client has explicitly been granted any rights in writing.

3.2 Should the Client be granted a right of use in the concepts and studies created for it, said license shall, provided that the agreed remuneration has been paid, include the non-exclusive right to use the content concerned as intended, without limitation of time, and shall not include any rights of assignment or sub-licensing. Unless anything to the contrary has been statutorily prescribed, the Client shall not be authorized to duplicate or disseminate any written material with which it has been provided, make it publicly available, edit it, amend it or sell it.

3.3 In so far as any use options are granted prior to full payment having been made, the latter may be revoked at any time. Any copyright endorsements which may exist may not be either removed or altered.

4. Obligation on the part of the Client to cooperate and to provide information

4.1 The Client shall be obliged to cooperate with CibusCell within the scope of the services, and in particular provide CibusCell with any necessary information, as well as make a contact person available for consultation in regard to the services.

4.2 The information may be made available in writing, by email or verbally, whatever turns out to be expedient.

4.3 The Client shall make backup copies of the data transmitted by CibusCell, on its own data carriers, to enable the data and information to be reconstructed in the event of any data loss.

5. Remuneration and terms of payment

5.1 All prices are in euros. Unless anything to the contrary is specified, the respective fees and prices are always net of the statutory VAT.

5.2 Unless anything to the contrary is apparent from the order confirmation, CibusCell’s list prices shall apply.

5.3 Unless anything to the contrary transpires from the order confirmation, invoices are payable immediately, and without any deduction. Should no payment deadline have been agreed, the Client shall be deemed to be in arrears with payment once the statutory provisions recognize it.

6. Warranty

6.1 The warranty period shall be one year as from provision of services, if no acceptance is required, and otherwise as from said acceptance. Any mandatory statutory periods of limitation shall not be affected thereby.

6.2 CibusCell does not provide any guarantee that the Client’s business expectations will be realized by potentially using the software.

6.3 Without explicit confirmation, CibusCell does not provide any additional warranty in regard to the services.

6.4 Any claims to compensation for damage shall be subject to the limitations specified in Clause 7.

7. Liability on the part of CibusCell for losses to the Client

7.1 CibusCell shall be liable to an unlimited extent, and in line with the statutory periods of limitation, for compensation for damage or reparation for futile expenditure in the following cases:

7.1.1 In the event of intent and gross negligence on the part of CibusCell;

7.1.2 in the case of any personal injury for which CibusCell is responsible;

7.1.3 in the case of any warranties provided by CibusCell; and

7.1.4 in the event of any claims against CibusCell falling under the Product Liability Act.

7.2 In cases of slight negligence, CibusCell shall be liable, in the case of an infringement of contractual obligations by CibusCell or its legal representatives or vicarious agents, for the contractually typical, foreseeable losses which were supposed to be avoided by means of the obligation that has been infringed. A cardinal obligation is an obligation, the fulfillment of which first at all enables this agreement to be duly executed, or the infringement of which jeopardizes the contractual purpose being achieved, and in regard to which the Client can usually trust that it will be complied with.

7.3 Notwithstanding Clauses 7.1 and 7.2, the liability of CibusCell, as well as its legal representatives and vicarious agents, is excluded, i.e. in particular in regard to Acts of God (incl. strikes, natural disasters and pandemics), as well as in regard to a merely negligent infringement of non-essential contractual obligations.

7.4 CibusCell shall be free to put forward the objection of contributory negligence on the part of the Client (e.g. due to an infringement of its obligations to cooperate pursuant to Clause 4).

8. Confidentiality

8.1 The Client undertakes to treat any information and business secrets of CibusCell of which it becomes aware during the course of the pre-contractual negotiations, as well as the execution of the Agreement (hereinafter referred to as “Business Secrets”) as confidential, without limitation of time, and only to use the latter for the purposes of executing this Agreement. CibusCell’s Business Secrets also include the services provided under this Agreement.

8.2 The above-mentioned obligations shall not apply to any Business Secrets which

8.2.1 are already apparent or were already known to the Client as at the date of their being transmitted by CibusCell;

8.2.2 have become apparent without any fault on the part of the Client after having been transmitted by CibusCell;

8.2.3 were made accessible to the Client by a third party in a non-illicit way, and without any limitation in regard to confidentiality or utilization, after being transmitted by CibusCell;

8.2.4 have been developed by the Client independently, without using CibusCell’s Business Secrets;

8.2.5 have to be made public in accordance with the law, an official injunction or a judicial decision –provided that the Client informs CibusCell about it without delay, and assists CibusCell in defending itself against such injunctions and/or decisions; or

8.2.6 in so far as, based on mandatory statutory provisions or based on this Agreement, the Client is permitted to use the Business Secrets or pass them on. It shall be up to the Client to provide evidence of the aforementioned privileges 8.2.1 8.2.4.

9. Final provisions

9.1 The Client shall only be permitted to offset any claims against claims that are undisputed by CibusCell or have been established with legal finality.

9.2 The Client shall only be permitted to assign or transfer any claims arising from this Agreement with CibusCell’s consent.

9.3 The exclusive place of jurisdiction for any disputes arising from and in connection with this Agreement shall be Hamburg. The place of fulfillment shall be the location of CibusCell’s registered office.

9.4 Exclusively the law of the Federal Republic of Germany shall apply.

9.5 No oral subsidiary agreements have been entered into.

9.6 Should a provision of these T&Cs be or become invalid, should an illegitimate deadline have been specified, or should these T&Cs contain a loophole, the legal validity of the remaining provisions shall not be affected thereby. Should the invalidity not arise from a violation of Secs. 305 et seqq. German Civil Code (BGB) (Application of General Terms and Conditions of Business), in place of the invalid provision a valid provision which comes closest to what the parties economically intended shall be deemed to have been agreed. The same shall apply in the event of a regulatory loophole. In the event of an illegitimate deadline, the statutory admissible period shall apply.