General Terms and Conditions of madeone GmbH for B2B Services

The following General Terms and Conditions (“GTC”) of madeone GmbH, Cassellastrasse 30-32, 60386 Frankfurt am Main (“madeone”), apply to all services provided by madeone to its customers in the area of Strategy Development & Consulting as well as 3D Product Configurator & Frontend Solutions.

Conflicting or supplementary terms and conditions of the customer only apply if madeone has explicitly agreed to their inclusion in writing.

  • 1. Conclusion of contract

    Upon request, the customer will initially receive a non-binding offer from madeone that contains a proposal for the assignment. If the parties agree on the general conditions, madeone submits a concrete, binding offer to the customer. A contract for the service is concluded by acceptance of the offer by the customer. The customer must declare the acceptance in writing. If there is no written declaration of acceptance, the contract shall nevertheless be deemed to have been concluded if the customer accepts the services provided by madeone in accordance with the offer without contradiction.

  • 2. Type and scope of services

    The type and scope of the services to be performed are determined in each case by the binding offer from madeone. The parties can change the type and scope by mutual agreement at any time after conclusion of the contract by written declaration.

    2.1 Strategy Development & Consulting

    2.1.1 Service contract law applies to all services in the area of Strategy Development & Consulting (“Consulting Services”). Unless explicitly agreed otherwise between the parties, madeone is not obliged to produce a work within the scope of Strategy Development & Consulting services. Insofar as madeone records its Consulting Services digitally or on physical media, this recording is considered an ancillary service and not an independent work.

    2.1.2 madeone will perform the Consulting Services with the necessary care customary in the market and will employ sufficiently qualified staff.

    2.1.3 madeone takes no responsibility for information, specifications, concepts or materials provided by the customer. madeone does not provide legal advice and therefore assumes no responsibility for the legal admissibility of the implementation of any consulting results, in particular with regard to distance selling, fair trading or advertising law specifications, product-specific advertising specifications/restrictions, telemedia law specifications and youth protection law specifications.

    2.2 3D Product Configurator & Frontend Solutions

    2.2.1 In the 3D Product Configurator & Frontend Solutions area, madeone will provide the customer with the respectively agreed madeone software for the agreed term. The customer is responsible for hosting the madeone software. If agreed separately, madeone will support the customer in an advisory capacity with regard to its hosting solution.

    2.2.2 If the parties have agreed that madeone should create 3D models of products for the madeone software, the customer must provide madeone with images of the products. In this respect, madeone’s requirements for the images (resolution, file format, viewing angle, number, etc.) must be complied with by the customer.

    2.2.3 madeone guarantees that the madeone software has the agreed quality. Excluded from the warranty are malfunctions of the madeone software and damage due to:

    (a) Errors or malfunctions or changes in the connected systems or the runtime environment for which madeone is not responsible;

    (b) Defective functions of third party software;

    (c) Modifications to the madeone software by the customer or a third party not approved by madeone;

    (d) Operating errors by the customer;

    (e) Malfunctions of third-party systems or in the network infrastructure; and

    (f) Defects that have already been corrected in an update of the madeone software that was available to the customer before the damage occurred.

    In the event of a significant defect, the customer can demand that madeone rectifies the defect within a reasonable period. If madeone’s attempts to rectify a defect fail twice or if madeone refuses to rectify the defect, the customer may terminate the contract prematurely.

    2.2.4 If and to the extent agreed between the parties, madeone will provide the customer with consulting support for the integration of the madeone software (“Integration Consulting”). Service contract law applies to the Integration Consulting.

  • 3. Cooperation obligations of the customer

    The customer must provide madeone with the documents and information required for the fulfillment of the order in full, in good time and free of charge.

  • 4. Grant of license

    All intellectual property rights (“IP rights”), in particular copyrights and ancillary copyrights, design rights, trademark and labelling rights, trade secrets, patents, know-how, shall remain with madeone, unless otherwise stipulated in these GTC.

    4.1 Designs and concepts

    madeone remains the owner of all IP rights and tangible property rights to drafts, sketches, concepts and other interim results created by madeone in the course of fulfilling the order.

    4.2 Consulting Services

    If madeone provides the customer with written Consulting Services as agreed, madeone grants the customer a non-exclusive, non-transferable or sub-licensable right of use to the written Consulting Services. The right of use is limited in content to the use for internal purposes of the customer. For this purpose, the customer may also make copies and make them available internally to its employees and consultants. Publication of the written Consulting Services outside this circle is not permitted.

    4.3 madeone-Software

    Insofar as the provision of madeone software, including any customer-specific adaptation of the madeone software, has been agreed between the parties, madeone grants the customer a non-exclusive, non-transferable or sub-licensable right to use the madeone software, limited to the agreed term and domain(s). The customer is only permitted to eliminate the error himself if the elimination of the error by madeone has already failed twice or if madeone has definitively refused to eliminate the error. The customer is only permitted to decompile the madeone software within the mandatory limits of § 69e UrhG.

    After the end of the agreed term, the customer must immediately delete all copies of the madeone software, including any backup copies.

    4.4 3-D Models

    Insofar as the provision of 3D models of products has been agreed between the parties, madeone grants the customer a simple, non-transferable or sub-licensable right to use the 3D models, limited to the agreed term and use in connection with the madeone software.

    The customer is solely responsible for ensuring that the conversion of the products and the product illustration to 3D models does not infringe the rights of third parties (in particular the product manufacturers or authors of the product illustrations).

    After the end of the agreed term, the customer shall immediately delete all copies of the 3D models, including any backup copies.

    4.5 Copyright notice

    The customer is not entitled to remove or modify any copyright notices contained therein.

    4.6 Changes to the madeone software

    If the customer makes changes to the madeone software or has them made, the customer shall transfer all IP rights to these changes to madeone. If and insofar as a transfer is not legally possible, the customer grants madeone an exclusive, free of charge and irrevocable right to use the modifications, unlimited in time, space and content.

  • 5. Statute of limitations

    All warranty claims of the customer shall become statute-barred within two years after the claim arises, but not before the expiry of one year after knowledge of the circumstances giving rise to the claim.

  • 6. Liability

    6.1 madeone is liable to the costumer for damages resulting from gross negligence or intentional acts, for damages resulting from injury to life, body or health, for fraudulently concealed damages and damages resulting from the breach of any warranty promise without limitation in accordance with the statutory provisions.

    6.2 Furthermore, madeone shall only be liable for simple negligence in the event of a breach of essential contractual obligations (cardinal obligations), i.e. an obligation that the other party can rely on being fulfilled and the non-fulfilment of which would jeopardize the achievement of the purpose of the contract, and this is limited to the typical damage foreseeable at the time the contract was concluded.

    6.3 Liability for loss of data shall be limited to the typical recovery costs that would have been incurred if backup copies had been made regularly and in accordance with the risk.

    6.4 The above limitation of liability applies accordingly to the personal liability of bodies, employees and vicarious agents of madeone.

  • 7. Remuneration

    7.1 The remuneration agreed between the parties shall apply according to the offer. All prices are exclusive of value added tax.

    7.2 Travel expenses will be reimbursed to madeone after prior approval by the customer and submission of appropriate receipts.

    7.3 Any agreed license fees are due in advance for the specified period or – if a one-time payment has been agreed – within 30 days of the initial provision of the madeone software.

    7.4 If a fixed price has been agreed for Consulting Services, madeone may demand additional remuneration if the additional expense was not foreseeable when the offer was prepared, even with proper calculation, or if the customer’s demands additional services from madeone.

    7.5 Unless other payment terms have been agreed between the parties, remuneration is due within 30 working days of invoicing. The remuneration is payable to the bank account designated by madeone.

    7.6 If the customer is in arrears with the payment of the remuneration, madeone can suspend the further provision of services until the arrears have been settled in full, provided that madeone has previously requested the customer to make payment again with a further 30 working days’ notice under threat of suspension of services.

  • 8. Termination

    8.1 If licensing of the madeone software has been agreed for an indefinite period of time, the customer may terminate the licensing at any time with three months’ notice to the end of the month following the month in question.

    8.2 With regard to agreed Consulting Services, including integration consulting, the Customer shall have no ordinary right of termination.

  • 9. Self promotion

    madeone may use the name and logo of the customer on its own homepage and other own advertising material to the usual extent for self-promotion. The customer may revoke this consent at any time with effect for the future.

  • 10. Miscellaneous

    10.1 Any amendment to the terms and conditions of the order must be made in writing. This shall also apply to the amendment of this written form requirement itself. Verbal side agreements do not exist.

    10.2 The customer may only assert rights of set-off or retention on the basis of counterclaims that have been legally established or are undisputed.

    10.3 German law shall apply. The exclusive local place of jurisdiction for all disputes arising from and in connection with the assignment shall be Frankfurt am Main.