General Terms and Conditions for the Provision of Work Services by OXYSPIN GmbH, Kolonnenstraße 8, 10427 Berlin, email: info@oxyspin-europe.com (hereinafter the “Contractor”) to its customers (hereinafter the “Client”)

1. General
   1.1 These General Terms and Conditions (GTC) for the provision of work services apply to contracts concluded between the Client and the Contractor with these GTC incorporated.

1.2 The Contractor does not enter into contracts with consumers or private individuals.

1.3 If, in addition to these GTC, further contractual documents or other terms in text or written form become part of the contract, the provisions of such further contractual documents shall prevail over these GTC in the event of any conflict.

1.4 Any terms and conditions used by the Client that deviate from these GTC shall not be accepted by the Contractor—unless expressly agreed otherwise.

2. Subject Matter of the Contract and Scope of Services
   2.1 The Contractor undertakes to produce the following work:

[Description of the service]

2.2 The specific scope of services is subject to individual agreements between the Contractor and the Client.

2.3 The completion date and the modalities for making the work available shall be agreed individually. The Contractor shall render the commissioned service ready for acceptance and free of defects by the agreed date. If timely completion of the work is not possible, the Contractor shall inform the Client without undue delay of the reasons for the delay.

2.4 The Contractor is obliged to provide the services owed under the contract. In carrying out its activities, however, the Contractor is not subject to any instructions regarding the manner, place, or time of performance. The Contractor will nonetheless schedule its working days and the allocation of time on those days in such a way as to achieve optimal efficiency in performing its activities and in realizing the subject matter of this contract. The Contractor shall render its services only in coordination and consultation with the Client.

2.5 The Contractor is entitled to engage further vicarious agents to fulfill the contract. The Contractor shall be liable for the performance of such vicarious agents as for its own performance.

2.6 This is a contract for work and services (Werkvertrag); accordingly, Sections 631 et seq. of the German Civil Code (Bürgerliches Gesetzbuch, BGB) apply in addition.

3. Client’s Duty to Cooperate
   The Client is responsible for providing fully and correctly all information, data, and other content that it must supply for performance of the services. The Contractor shall not be responsible in any respect for delays in performance caused by the Client’s late but necessary cooperation or assistance; the provisions under the heading “Liability/Indemnification” remain unaffected.
4. Remuneration
   The remuneration shall be agreed individually and is generally due after acceptance of the work and payable within 14 days of receipt of the invoice by the Client.
5. Acceptance
   After completion of the work, the Contractor shall request the Client to accept it. The Client shall then verify whether the work conforms to the contract and is free from material defects. The Client and the Contractor shall document the acceptance in an acceptance report.
6. Warranty
   Statutory defect warranty rights apply.
7. Retention of Title
   Title to the work shall remain with the Contractor until full payment of the remuneration.
8. Liability
   8.1 The Contractor shall be liable, on any legal grounds, without limitation in cases of intent or gross negligence, for intentional or negligent injury to life, body, or health, on the basis of a guarantee to the extent not otherwise regulated, or due to mandatory liability (e.g., under the Product Liability Act). If the Contractor negligently breaches a material contractual duty, liability shall be limited to the typical, foreseeable damage, unless unlimited liability applies pursuant to the preceding sentence. Material contractual duties are duties which the contract imposes on the Contractor according to its content for the purpose of achieving the contractual objective, the fulfillment of which enables proper performance of the contract and on the observance of which the Client may regularly rely. Otherwise, the Contractor’s liability is excluded. The foregoing liability provisions also apply with regard to the Contractor’s liability for its vicarious agents and legal representatives.

8.2 The Client shall indemnify and hold the Contractor harmless from and against any claims of third parties asserted against the Contractor due to the Client’s violations of these contractual terms or of applicable law.

9. Data Protection and Confidentiality
   9.1 The Contractor shall treat as strictly confidential all matters that come to its knowledge in connection with the assignment. The Contractor undertakes to impose the duty of confidentiality on all employees and/or third parties who have access to the information subject to the contract. The confidentiality obligation shall apply for an unlimited period beyond the term of this contract.

9.2 In performing the assignment, the Contractor undertakes to comply with all data protection provisions—particularly the provisions of the General Data Protection Regulation and the German Federal Data Protection Act.

10. Final Provisions
    10.1 The law of the Federal Republic of Germany shall apply, to the exclusion of the CISG (United Nations Convention on Contracts for the International Sale of Goods).

10.2 Should any provision of these GTC be or become invalid, the validity of the remaining provisions shall not be affected thereby.

10.3 The Client shall support the Contractor in providing its contractual services through reasonable acts of cooperation, where necessary. In particular, the Client shall provide the Contractor with the information and data required to perform the assignment.

10.4 If the Client is a merchant (Kaufmann), a legal entity under public law, or a special fund under public law, or has no general place of jurisdiction in Germany, the parties agree that the courts at the Contractor’s registered office shall have jurisdiction for all disputes arising out of this contractual relationship; exclusive places of jurisdiction remain unaffected.

10.5 The Contractor is entitled, for objectively justified reasons (e.g., changes in case law, legislation, market conditions, or the business or corporate strategy) and subject to reasonable notice, to amend these GTC. Existing customers will be notified thereof by email no later than two weeks before the amendment takes effect. If the existing customer does not object within the period set in the amendment notice, their consent to the amendment shall be deemed given. If the customer objects, the amendments shall not take effect; in this case, the Contractor is entitled to terminate the contract extraordinarily as of the effective date of the planned amendment. The notice of the intended amendment to these GTC will refer to the notice period and the consequences of objection or failure to object.

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