General Terms and Conditions (GTC)
IFA Institut für Aurachirurgie AG

 

1. General
IFA Institut für Aurachirurgie AG (hereinafter “IFA AG”) develops and distributes standard software products as well as related services based on its own technological procedures.

These General Terms and Conditions (GTC) govern the sale as well as the rental of standard software including updates as well as supplementary services such as installation, training and support.

Deviating, conflicting or supplementary general terms and conditions of the customer shall only become part of the contract if IFA AG has expressly agreed to their validity in writing.

 

2. Type and scope of services
IFA AG provides the customer with standard software as well as, if applicable, services in accordance with the respective offer.

The contractual characteristics of the software result in particular from:

• the product description

• the functional overview

• as well as the service features agreed in the offer

The software includes electronic user documentation in German or English.

Consulting, installation, customization, training or other support services are only part of the contract if they have been expressly and separately agreed in the offer.

 

3. Rights of use
The software is protected by copyright and may be protected by national and international intellectual property rights.

IFA AG grants the customer the following rights of use:

In case of rental:
Non-exclusive, non-transferable right of use, limited to the duration of the contract.

In case of purchase:
Non-exclusive, non-transferable, unlimited right of use in time.

Use is limited to:

• the number of users defined in the offer

• as well as the agreed workplaces

The customer is entitled:

• to install and technically use the software

• to make necessary reproductions for operation and error correction

• to create a backup copy

Not permitted in particular:

• transfer to third parties

• commercial provision

• modification, decompilation or reverse engineering (unless legally mandatory permitted)

Copyright notices may not be removed or altered.

The granting of rights of use is subject to full payment.

 

4. Technical protection measures
The software may contain technical protection mechanisms (e.g. license checks, activation codes).

These serve to protect the software and do not constitute a defect.

 

5. Delivery and acceptance
Delivery is made:

• by download

• or on data carrier

The customer is obliged:

• to inspect the software immediately

• to report obvious defects in writing within 14 days

If notification is not made, the service shall be deemed approved (§ 377 HGB).

 

6. Remuneration
The remuneration results from the respective offer.

Prices are understood plus:

• statutory VAT

• shipping, travel and incidental costs (if applicable)

Payment conditions:

• payment is due immediately after invoicing

• for recurring services, billing is carried out in advance

In case of default in payment, the statutory default interest shall apply.

IFA AG is entitled to adjust prices for ongoing services (e.g. maintenance) with reasonable notice.

 

7. Retention of title
The delivered software remains the property of IFA AG until full payment has been made.

In case of default in payment, IFA AG is entitled:

• to revoke rights of use

• to block or reclaim the software

 

8. Warranty
A defect exists if the software does not have the agreed characteristics.

The warranty period is 12 months from delivery.

Prerequisite:

• comprehensible documentation of the defect by the customer

IFA AG shall provide subsequent performance at its own discretion by:

• rectification

• or replacement delivery

If subsequent performance fails, the customer may:

• demand reduction

• or withdraw from the contract

Claims for damages are governed by the liability provisions.

 

9. Liability
IFA AG is liable:

Without limitation in cases of:

• intent and gross negligence

• injury to life, body or health

• product liability

In case of slight negligence:
only in the event of breach of essential contractual obligations (cardinal obligations), limited to the foreseeable damage.

Liability is limited in amount to the contract value.

IFA AG is only liable for data loss if:

• the customer has carried out regular data backups

Any claim for loss of profit is excluded.

 

10. Third-party rights
IFA AG warrants that the software does not infringe any third-party rights.

In the event of legal violations, IFA AG will:

• at its own discretion provide adaptation or replacement

• or procure rights of use

 

11. Confidentiality
Both parties undertake to keep confidential information secret.

This obligation continues even after termination of the contract.

Exceptions are:

• publicly known information

• information to be disclosed by law

 

12. Assignment and set-off
Assignment of rights by the customer requires the consent of IFA AG.

Set-off is only permitted with:

• legally established

• or undisputed claims

 

13. Final provisions
Amendments and supplements must be made in writing.

The law of the Federal Republic of Germany shall apply.

Place of jurisdiction is – where permissible – Munich.

If any provision is invalid, the remainder of the contract shall remain valid.