Terms of Service (B2B)

1.1 These Terms of Service ("Terms") govern all contracts between PITANT UG (haftungsbeschränkt) ("PITANT") and its business customers for consulting, engineering, integration, automation, commissioning, training and support services, and for the supply of hardware and software (collectively, the "Services").

1.2 These Terms are directed exclusively at business customers within the meaning of Section 14 BGB (German Civil Code), legal entities under public law, or special funds under public law. Consumers (Section 13 BGB) are not contracting parties.

1.3 Customer terms that conflict with or deviate from these Terms shall only apply if PITANT expressly agrees to them in text form.

1.4 Individually agreed documents (e.g., offer/service description, order form, SLA, DPA) prevail over these Terms.

2.1 The scope and deliverables follow from the applicable offer/service description and, where relevant, project plans, statements of work (SoW), specifications, or purchase orders (together, the "Contract Documents").

2.2 PITANT performs either services on a best-efforts basis or work services (a defined result subject to acceptance). The classification follows from the Contract Documents.

2.3 For software, Section 9 (IP and licensing) applies in addition; for hardware deliveries, Section 8 and the retention of title in Section 7.6 apply.

2.4 PITANT may use carefully selected subcontractors; PITANT remains responsible for contractual performance.

3.1 The Customer shall provide all information, materials, accesses, test data, responsible contacts, and timely decisions necessary for performance.

3.2 The Customer ensures an appropriate system/network environment, regular backups, and compliance with occupational safety, security, and export-control rules.

3.3 If the Customer delays or omits required cooperation, timelines shall be extended appropriately; the Customer bears resulting additional costs.

4.1 PITANT's offers are non-binding unless explicitly designated as binding.

4.2 A contract is formed upon the Customer's acceptance of an offer or upon PITANT's commencement of performance based on a Customer order.

4.3 Order of precedence: (1) Offer/Order Form incl. Service Description, (2) any SLA/DPA, (3) these Terms, (4) applicable law.

4.4 Changes to scope (Change Requests) require confirmation in text form; timelines and fees will be adjusted accordingly.

5.1 Dates are binding only if expressly confirmed as such.

5.2 Events of force majeure (including natural disasters, epidemics, war, terrorism, sabotage, strikes/lockouts, governmental orders, outages of networks/cloud services beyond PITANT's control) suspend obligations for the duration of the disruption plus a reasonable restart period.

5.3 Delays attributable to the Customer (Section 3) shift dates accordingly; additional costs shall be paid by the Customer.

6.1 Work services are subject to acceptance. PITANT will notify readiness for acceptance; the Customer shall promptly review.

6.2 Minor defects do not justify refusal of acceptance; they will be remedied under warranty obligations.

6.3 If the Customer neither declares acceptance within 10 business days nor specifies material defects, and uses the deliverable productively, acceptance is deemed granted.

6.4 Partial acceptances may be agreed; accepted parts are deemed completed and self-contained.

7.1 Prices follow the offer/order form; otherwise, time-and-materials billing applies at PITANT's current rates. All prices are exclusive of VAT.

7.2 Travel expenses, per diem, and incidental costs are invoiced as stated in the offer.

7.3 Unless otherwise stated, invoices are due net 14 days from invoice date.

7.4 Statutory default interest (Section 288(2) BGB) and reminder fees apply in case of late payment.

7.5 The Customer may only set off or withhold payments against undisputed or finally adjudicated claims.

7.6 For deliveries, title remains with PITANT until full payment (retention of title / Eigentumsvorbehalt).

8.1 Delivery periods are approximate unless expressly binding.

8.2 Risk passes to the Customer upon handover to the carrier (shipment by sale, Section 447 BGB). The Customer bears transport/packaging costs unless agreed otherwise.

8.3 For standard software, the manufacturer's licence terms apply in addition.

9.1 Unless agreed otherwise, the Customer receives a non-exclusive, worldwide, perpetual right of use to work results (e.g., scripts, configurations, documentation, software) created specifically for the Customer for its own internal business purposes.

9.2 Any transfer to third parties, sublicensing, or publication requires a separate agreement.

9.3 Methods, tools, templates, libraries, and know-how remain PITANT's intellectual property; the Customer receives the rights necessary to use the work results.

9.4 Open-source components are provided under their respective OSS licences, which prevail in case of conflict.

9.5 PITANT may name the Customer as a reference (name and logo) unless the Customer objects in text form.

10.1 For work services, PITANT warrants the agreed characteristics at the time of acceptance.

10.2 The Customer shall notify defects with a comprehensible description in text form. PITANT is entitled to subsequent performance (remedy or replacement) within a reasonable period.

10.3 Warranty does not cover defects caused by Customer specifications, materials, or cooperation, by improper use, third-party interventions, changes to the system environment, force majeure, or other circumstances not attributable to PITANT.

10.4 Warranty period: 12 months from acceptance or delivery, except where claims arise from fraudulent concealment, the German Product Liability Act, or as provided in Section 11.

11.1 PITANT is unlimitedly liable for damages resulting from injury to life, body, or health, for intent and gross negligence, under the German Product Liability Act, and where a guarantee has been assumed.

11.2 In cases of simple negligence involving the breach of essential contractual obligations (cardinal duties), liability is limited to the typical, foreseeable damages.

11.3 Otherwise, PITANT's liability for simple negligence is excluded.

11.4 Aggregate cap: Subject to Section 11.1, PITANT's aggregate liability arising out of or in connection with the contract is limited to 100% of the fees paid in the contract year.

11.5 The Customer shall perform regular, risk-appropriate data backups; in case of data loss, PITANT is liable only for the restoration cost that would have arisen with proper backups.

12.1 The parties shall keep confidential all information marked as confidential or reasonably deemed confidential.

12.2 The duty of confidentiality does not apply to information that becomes public without breach, is lawfully obtained from third parties, or must be disclosed by law or governmental order.

12.3 PITANT processes personal data in accordance with its Privacy Policy and—where PITANT acts as a processor—under a separate Data Processing Agreement (DPA/AVV).

12.4 PITANT's internal Data Protection Officer is Ali Khademolhosseini (info@pitant.de).

13.1 For project/work contracts, the contract ends upon acceptance; the right to terminate for cause remains unaffected.

13.2 Term agreements (e.g., support/managed services) run for the term stated in the Contract Documents and, unless agreed otherwise, renew automatically for 12 months unless terminated with 3 months' notice to the end of the term.

13.3 Termination for cause remains unaffected (e.g., material breach after unsuccessful cure notice, payment default exceeding 30 days).

16.1 German law applies, excluding the UN Convention on Contracts for the International Sale of Goods (CISG).

16.2 Venue for all disputes, to the extent permitted, is Erlangen, Germany (PITANT's registered office).

16.3 Place of performance is PITANT's registered office.

16.4 Amendments and supplements require text form; this also applies to any waiver of the text-form requirement.

16.5 Should any provision be or become invalid, the remaining provisions remain in force; the invalid provision shall be replaced by a valid one that comes closest to the intended economic purpose.