Terms and Conditions

General Provisions

1. Provider, scope and contractual documents

1.1 The provider is NT Technologies GmbH, Zillplatz 9–10, 09337 Hohenstein-Ernstthal, registered with the Local Court of Chemnitz under HRB 27262, represented by Marco Rutzke, hereinafter “NT”. HXA.io denotes the product portfolio and is not a separate contracting party.

1.2 These terms apply exclusively to entrepreneurs within the meaning of section 14 of the German Civil Code (BGB) who enter into the contract in the course of their commercial or independent professional activities, and to legal entities under public law and special funds under public law. Contracts with consumers are outside the scope of these terms. These General Provisions, Modules A to G and the associated contractual schedules govern services and supplies provided by NT to customers. Purchases of goods and services by NT are governed exclusively by the separate section “Purchasing Terms for Suppliers”, where that section has been agreed.

1.3 A contract is formed by acceptance of a binding offer within its acceptance period or by NT's order confirmation. General product presentations do not themselves constitute a binding offer. Where a separate online contracting process has been established, the ordering process describes the binding declaration and acceptance. Third-party purchasing terms do not become part of the contract merely through awareness of them, silence or performance without reservation.

1.4 Individually negotiated agreements take precedence. Otherwise, in the event of conflict, the following order of precedence applies: the accepted offer, including the order cover sheet; the order-specific specification; the agreed service level agreement (SLA), in respect of the service parameters governed by it; expressly agreed special terms, including the applicable Modules A to G; these General Provisions. A data processing agreement takes precedence in matters of data protection law. Schedules are identified by date and version. A subsequent change to a website does not amend an existing contract.

1.5 The performance actually owed is decisive. Describing performance as a service or as agile performance does not exclude an agreed obligation to achieve a specific result under the law governing contracts for work. In mixed contracts, the substantively appropriate modules apply to separable parts of the performance; where the parts are inseparably connected, the statutory rules governing the classification of the contract as a whole remain decisive.

2. Scope of performance, operating limits and guarantees

2.1 The agreed functions, quantities, rights of use, services and supplies are owed under the documented conditions of use. The specification and system matrix identify supported versions, operating systems, interfaces, data formats and capacity limits. Custom modifications, migration, training and assistance are owed only where commissioned accordingly; statutory obligations and obligations already owed under the contract remain in force.

2.2 A change request extends the agreed scope of performance; a deviation from the characteristics owed may constitute a defect. The absence of a new function is not a defect where that function is not owed. General limits on performance do not remove agreed core functions or relevant public product statements.

2.3 A voluntary guarantee requires a corresponding guarantee declaration; its terms and the guarantor must be identifiable. Agreements on product characteristics, statutory rights in respect of defects and claims for damages exist separately from such a guarantee. A manufacturer's guarantee supplements claims against NT and does not replace them.

2.4 For automatic control of lighting, climate, heating and access, the specification defines permitted actions, limit values, failure states, options for manual intervention and interfaces. Use as a fire alarm, emergency call, escape route or other life-protecting safety system requires performance expressly designed and agreed for that purpose. Advertised access or control functions remain owed. NT draws attention to identifiable safety-related risks of the commissioned integration.

2.5 Where AI functions are agreed, the specification identifies their purpose, data basis, limits, required human oversight and permitted automatic actions. NT owes the agreed function and professional implementation; a particular substantive recommendation or economic effect is owed only where expressly promised. The customer's duties to carry out checks do not eliminate NT's responsibility for its own errors.

3. Customer cooperation, third-party systems and diagnostics

3.1 The customer provides the access, contact persons, approvals and operating conditions assigned to it in good time. It informs NT of relevant particular circumstances and changes. The nature and timing of required cooperation are specified with reasonable advance notice. NT remains responsible for its own duties to check, inform and warn.

3.2 To the extent assigned to the customer in the order, the customer operates the network, internet connection, power supply, Microsoft tenant, identities and third-party systems and maintains the required licences. Cloud providers or subcontractors engaged by NT to fulfil its own obligations do not thereby become third parties engaged by the customer; NT remains responsible for their conduct under the statutory rules on attribution.

3.3 Customer-side changes, incorrect operation, unapproved environments, wear or third-party intervention exclude claims only to the extent that they cause the disturbance in question and NT is not responsible for it. Statutory rules on the burden of proof remain unchanged. The customer is obliged to analyse causes itself only within the scope of reasonable, documented cooperation.

3.4 If necessary cooperation is not provided, NT identifies the specific impediment and its expected consequences. Affected deadlines are extended by the proven duration of the impediment and a reasonable restart period. Saved expenditure and reasonable mitigation of loss must be taken into account. Additional performance requires an agreement on remuneration; statutory claims arising from delay in cooperation remain in force.

3.5 No separate diagnostic fee is payable for justified examination and remediation of defects. For an investigation outside the performance owed, NT offers a separate order after explaining its scope, price and cost ceiling. The mere inability to prove a defect or the customer's justified uncertainty about its cause does not trigger a flat fee. Statutory claims arising from a culpably unjustified request for remediation remain unaffected.

4. Remuneration and payment

4.1 The agreed net prices apply, plus statutory value added tax. Delivery, travel and incidental costs are disclosed before the order is placed. Charging on a time-and-materials basis requires agreed rates and verifiable records of activities. A binding budget must not be exceeded without approval.

4.2 Payment dates, instalments and billing periods are specified in the order. Unless otherwise agreed, an amount that is due and has been invoiced in a verifiable manner must be paid within 14 calendar days after receipt of the invoice. For performance under a contract for work, acceptance remains a prerequisite for payment becoming due; statutory claims for instalment payments remain unaffected.

4.3 In the event of late payment, the statutory consequences of default apply. Set-off is permitted against undisputed claims or claims established by a final judgment, and against counterclaims arising from the same contractual relationship. Statutory rights to refuse performance or retain payment because of defective or absent counter-performance remain in force.

4.4 Suspension of ongoing performance because of substantial payment arrears requires prior notice with a reasonable period to remedy the default and an assessment of proportionality. Safety-related building functions must not be switched off without a protection concept. In the event of imminent danger, NT may take necessary protective measures, but must limit them to what is necessary and inform the customer without undue delay.

5. Common provisions on liability for damages

5.1 NT's liability is unlimited in cases of intent or gross negligence, culpable injury to life, body or health, fraudulent concealment of a defect, and under the German Product Liability Act. NT is liable under a guarantee it has given in accordance with its terms; the following limitations do not apply to that liability. Other mandatory statutory liability remains unaffected.

5.2 In cases of ordinary negligence, NT is liable for breach of a material contractual obligation, limited to the loss typical of the contract and foreseeable when the contract was concluded. Material contractual obligations are those whose fulfilment makes proper performance of the contract possible in the first place and on whose observance the customer may ordinarily rely. Outside these cases, liability for ordinary negligence is excluded. Clause 5.1 takes precedence in all cases.

5.3 These terms do not establish an additional fixed monetary liability cap. Business interruption, loss of use, lost profits, loss of data and damage to other property are not excluded merely because of the type of loss; they are subject to the foregoing requirements.

5.4 In the event of data loss, a breach attributable to the customer of agreed and reasonable data backup obligations is taken into account under section 254 BGB. This does not apply to backups that NT itself is obliged to provide. There is neither a blanket exclusion where no backup exists nor a limitation of liability to hypothetical restoration costs irrespective of the parties' contributions to causing the loss.

5.5 The provisions of this clause apply to contractual and non-contractual claims for damages and reimbursement of wasted expenditure, and for the benefit of NT's legal representatives, employees and persons engaged to perform its obligations. They do not change statutory attribution of the fault of others or the burden of proof. Rights of data subjects that cannot be excluded by agreement, in particular under Article 82 GDPR, are not limited; internal apportionment is governed by the applicable statutory rules.

5.6 Claims for performance and cure, reduction of the price, rescission and termination are not excluded by these provisions on damages. Their respective requirements are determined by the contract and the law.

6. Confidentiality and data protection

6.1 Both parties protect information marked as confidential or recognisably confidential, use it only to perform the contract and disclose it only to persons subject to corresponding obligations who have a legitimate need for it. Information demonstrably in the public domain, lawfully obtained independently or independently developed is excluded. Disclosures required by law remain permitted; the other party is informed in advance where this is allowed. Trade secrets must be protected for as long as they retain their character as secrets; other confidential information must be protected for three years after the contract ends.

6.2 Each party fulfils its own obligations under data protection law. Where NT processes personal data on behalf of the customer, the parties conclude an agreement under Article 28 GDPR before processing begins, covering technical and organisational measures, arrangements for subprocessors, processing locations and, where applicable, safeguards for transfers to third countries. Consents obtained by the customer do not replace a missing legal basis on NT's part.

6.3 NT uses customer data only for the agreed purposes and on a valid legal basis. Use for general AI training is not part of the contract without a separate legal basis and agreement. Security incidents are handled in accordance with statutory and agreed notification obligations.

7. Changes, term and end of contract

7.1 The term, renewal and notice period for ordinary termination are specified in the order. Unless otherwise agreed for ongoing performance, the contract is of indefinite duration and either party may terminate it in text form on one month's notice to the end of a calendar month. The right to extraordinary termination for good cause remains in force. For contracts for work, statutory rights of termination, including section 648 BGB, remain unaffected.

7.2 NT may make technical changes necessary for security, compliance with legal requirements or technical maintenance, provided that the agreed functionality and level of performance are maintained and no unreasonable disadvantages arise. Material changes to performance or price require agreement. The customer's silence does not constitute consent.

7.3 If a version is discontinued, NT gives at least [specify binding advance notice period] notice of the date, replacement version, compatibility and migration. An end-of-life notice does not shorten promised periods of use and maintenance or statutory security obligations or obligations in respect of defects. Performance owed during an agreed term must continue to be provided.

7.4 Before data processing ends, NT enables the agreed return and export of customer data, including the metadata necessary for interpretation, in [formats]. Deletion and return take place in accordance with the data processing agreement; retention obligations must be addressed separately. Additional migration services are priced before they are commissioned. This does not make switching and export services required by law chargeable or exclude them.

8. Governing law and jurisdiction

8.1 German law applies, excluding the United Nations Convention on Contracts for the International Sale of Goods (CISG). Mandatory law applicable irrespective of the choice of law remains in force.

8.2 Where the customer is a merchant, a legal entity under public law or a special fund under public law, the courts having jurisdiction over NT's registered office have exclusive jurisdiction over disputes arising from this contract. Statutorily exclusive jurisdictions remain in force. This clause does not establish a different place of jurisdiction for other entrepreneurs. In cross-border contracts, the applicable international rules on jurisdiction and formal requirements must be observed.

8.3 If a provision does not become part of the contract or is invalid, the statutory legal consequences apply. No automatic replacement by the legally permissible clause with the broadest economic effect is agreed.

Module A · Perpetual Standard Software

A.1 NT provides the standard software specified in the order, in the agreed version, on a perpetual basis in return for a one-off payment. After full payment, the customer receives a non-exclusive right of use of unlimited duration for [users / devices / locations / instances] within the agreed scope. Until payment, NT provisionally permits use in accordance with the contract. Termination for late payment requires the statutory prerequisites to be met.

A.2 Executable program code and the agreed user documentation are provided. Source code is owed only where expressly agreed. Mandatory statutory permissions, in particular for necessary backup copies, examination and interoperability, remain in force. Statutory exhaustion of the distribution right is not excluded. To the extent required by law, onward transfer requires the transferor to cease using its own retained copies.

A.3 Before the contract is concluded, NT provides a list of integrated third-party and open-source components with their applicable licence terms. Direct rights of use under those terms remain unaffected. NT fulfils the notice, licensing and source-code provision obligations applicable to its delivery. Reference to third-party software does not release NT from the agreed characteristics of the overall product.

A.4 Statutory rights under sales law apply to material defects and defects in title. The customer describes the error, affected version, environment and reproducible steps to the extent reasonably possible. NT is given the opportunity to cure the defect. A reasonable interim solution must not leave substantial disadvantages in place permanently; it does not by itself constitute complete cure.

A.5 If cure is unsuccessful, the customer is entitled, subject to the statutory prerequisites, to a reduction of the price, rescission and damages; clause 5 applies to damages. There is no right of rescission for a merely insignificant breach of duty. NT bears the necessary costs of cure.

A.6 Claims in respect of defects are generally time-barred twelve months after delivery. This shortened limitation period does not apply to claims for damages, fraudulently concealed defects, guarantees given, cases under section 438(1), nos. 1 and 2 BGB, or statutory recourse claims and the deferral of their limitation periods under sections 445a, 445b and 478 BGB. The statutory periods or guarantee terms apply in those cases. Statutory rules on suspension and recommencement of limitation periods remain in force.

A.7 New major versions, functional extensions and ongoing support are owed only where commissioned. Corrections necessary to cure defects, expressly promised updates and mandatory statutory security obligations are unaffected. Supported versions and agreed security-update periods must be specified in the specification.

Module B · Fixed-Term Software, Subscriptions and SaaS

B.1 NT makes the agreed software available for use in accordance with the contract throughout the contractual term and maintains its agreed fitness for use. The order defines authorised users, tenants, devices, storage, interfaces and means of access. The customer protects access credentials and informs NT of any misuse it identifies.

B.2 For SaaS, the delivery point is the agreed network boundary of the service for which NT is responsible. The specification identifies the processing chain for which NT is actually responsible. Hosting and infrastructure services selected by NT are not excluded from availability calculations as a blanket rule. Networks operated by the customer itself and systems commissioned from third parties by the customer fall outside NT's performance only to the extent expressly allocated.

B.3 Availability, measurement methods, service hours and maintenance windows are agreed in a completed SLA. No percentage is promised without a corresponding measurement period and scope of performance. In the absence of an SLA, statutory maintenance obligations and obligations in respect of defects under rental law remain in force. SLA credits are not an exclusive remedy; the same disadvantage is not compensated twice.

B.4 The customer reports defects without undue delay after becoming aware of them. Statutory rights to reduce the price, have defects remedied, remedy defects itself and terminate for good cause remain in force. Strict liability for damages arising from defects already present when the contract was concluded under section 536a(1), first alternative, BGB is excluded. This exclusion does not apply in the cases specified in clause 5.1 or where NT culpably caused the defect or failed to disclose it in breach of duty. Clause 5 applies to the remaining liability for damages. Maintenance obligations and rights to reduce the price remain unaffected.

B.5 No twelve-month exclusion or warranty period applies to defects during the ongoing provision of use. Security corrections and adaptations necessary to maintain the agreed function are part of the ongoing performance. New functions may be agreed separately.

B.6 In the event of changes to Microsoft 365, Exchange, Teams, APIs or app stores, NT informs the customer of identifiable effects. Whether an adaptation is already owed depends on the scope of performance and maintenance obligations; it is not automatically treated as a chargeable change request. If performance owed is no longer possible, the statutory legal consequences apply; there is no blanket exclusion on grounds of “dependence on third-party providers”.

B.7 Where the service, as a data processing service, is subject to the switching provisions of Regulation (EU) 2023/2854, NT supports switching to another provider or to the customer's own infrastructure and makes exportable data and digital assets available. The maximum notice period for initiating switching is two months and the regular transitional period is no more than 30 calendar days; this is followed by a data retrieval period of at least 30 calendar days. Statutory extensions where switching is technically impossible and extensions at the customer's request remain possible. The contract ends upon successful switching in accordance with the statutory requirements; where deletion without switching is requested, it ends after the notice period expires. NT confirms termination. After the retrieval period, the data are deleted in accordance with the statutory requirements. The order specifies categories, formats, assistance and business continuity. Until 11 January 2027, switching charges must not exceed costs directly linked to switching; from 12 January 2027, no switching charges are levied. Statutory special rules for certain services remain unaffected.

Module C · Hardware and Combined Systems

C.1 The devices, furniture, glass or film solutions, controls, sensors and accessories specified in the order, including agreed integrated software, are owed. Permitted dimensions, tolerances, optical characteristics, loads, environmental conditions, connections and installation requirements must be defined for each product. Normal wear after the transfer of risk is not a defect; premature wear caused by a defect already present remains covered.

C.2 The order specifies the place of delivery, scope of delivery and binding dates. Partial deliveries are permitted only if they can be used independently, are reasonable for the customer and do not generate additional costs that have not been agreed. No blanket clause making delivery conditional on NT receiving supplies itself or on the supply chain is agreed.

C.3 For delivery of goods alone, risk passes to the customer upon handover. If the goods are sent at the customer's request to a place other than the place of performance, section 447 BGB applies. Where a functioning installed overall system is owed under a contract for work, transfer of risk is governed by the rules applicable to contracts for work and generally occurs upon acceptance.

C.4 Delivered goods remain NT's property until their purchase price has been paid in full. The customer treats them with care and reports third-party interference. Goods are taken back only where the statutory prerequisites are met. This clause does not derogate from the proprietary consequences of combination, processing or installation; special security arrangements for resale and installation require a separate agreement.

C.5 The customer has statutory rights against NT as seller in respect of material defects and defects in title. Statutory rights to choose the form of cure and to refuse a form of cure apply. NT bears necessary transport, travel, labour and material costs and the removal and installation costs owed by law. The customer is not required to return goods at its own expense or to pursue remedies solely against the manufacturer. Rescission, reduction of the price and damages are governed by their statutory prerequisites and clause 5.

C.6 Only where the purchase is a commercial transaction for both parties do the duties to examine goods and give notice of defects under section 377 of the German Commercial Code (HGB) apply: examination after delivery in the ordinary course of business and notification without undue delay of apparent defects or defects that become apparent later. The statutory exception applies to fraudulently concealed defects. No general notification deadline is introduced for all business customers.

C.7 For claims in respect of defects in purchases of goods alone, a period of twelve months after delivery applies, with precisely the exceptions stated in A.6. In particular, statutory periods remain in force for buildings and items used accordingly that cause a building to be defective, and for supplier recourse. Statutory limitation periods apply to overall systems owed under a contract for work. A fixed connection to a building is assessed legally and technically before the contract is concluded.

C.8 For devices with integrated software, necessary software functions, licence duration and update obligations are expressly regulated as well. The expiry of a separate additional service must not unexpectedly remove a core function agreed on a permanent basis. NT's obligations under public law as manufacturer, importer, distributor or integrator remain in force; they are not transferred to the customer or the original manufacturer.

Module D · Custom Development and Adaptation

D.1 The order determines whether a specifically described development result or professional activity charged on a time-and-materials basis is owed. For a fixed-price contract for work, the specification, deliverables and verifiable acceptance criteria are decisive. Charging on a time-and-materials basis alone does not exclude an obligation to achieve a specific result.

D.2 For agile development, the parties document the backlog, decision-making powers, budget, sprint scope and quality criteria. Before work begins, they must determine whether individual increments are accepted as independent works or whether successful completion of the overall project remains owed. Without that distinction, a sprint review does not replace a legally effective partial acceptance.

D.3 Changes are described, assessed and approved before implementation under the change-request procedure in Schedule 5. NT specifies effects on price, deadlines, security, tests and interfaces. Justified remediation of defects is not a chargeable change request. Until approval, the unchanged order continues to be performed where reasonably practicable; necessary interruptions must be documented jointly.

D.4 NT makes the completed work available for acceptance with documentation and test access. The customer examines it within a period set by NT that is reasonable in view of its scope and complexity. Acceptance must not be refused because of insignificant defects; these are recorded with a deadline for remediation. Deemed acceptance requires the prerequisites of section 640(2) BGB to be met, in particular completion, a reasonable period and no refusal within that period identifying at least one defect. Mere production use or payment alone does not constitute an agreed automatic acceptance.

D.5 Partial acceptance requires express agreement for self-contained performance that can be tested independently. Consequences for risk, remuneration and limitation periods are specified. A final examination of how the parts work together remains owed where NT has undertaken to achieve an overall result.

D.6 After full payment, the customer receives the rights specified in the order to individually created results, being [non-exclusive / exclusive], territorially limited to [scope] and for a duration of [scope], including [modification / onward transfer / operation by third parties]. Pre-existing libraries, frameworks and generally reusable components remain with NT or the respective rights holder; the customer receives the rights to them necessary for the agreed use of the result. The order specifically defines source code, repository export, build instructions, access credentials and the scope of documentation. Third-party and open-source rights must be disclosed in advance.

D.7 For performance under a contract for work, statutory rights in respect of defects apply, including cure, self-remediation, reduction of the price, rescission and damages, subject to their respective prerequisites. Clause 5 applies to damages. Statutory limitation periods apply; no additional shortening is agreed here for custom projects. Error correction is distinguished from commissioned further development and ongoing maintenance.

Module E · Installation, Integration and Commissioning

E.1 The order specifies installation, configuration, migration, interfaces, tests and any operational result owed. Work on electrical installations is carried out only by appropriately authorised qualified personnel. Within the scope undertaken, NT examines the suitability of identifiable installation and connection conditions and reports concerns before work begins.

E.2 The responsibility matrix defines responsibilities for the network, firewall, PoE, power, Microsoft services, servers, operating systems, building technology, mounting surfaces and third-party devices. Third parties commissioned by the customer and subcontractors engaged by NT are identified separately. Customer approval does not release NT from its own duties of care or duties to warn.

E.3 Before interventions, the backup status, restoration test, maintenance window, test environment, contact persons and rollback criteria are agreed. Where necessary backups or safe connection conditions are absent, NT may suspend affected work until clarification after giving a reasoned notice. The order expressly identifies who is responsible for backup and rollback.

E.4 Where a functioning integration result is owed, acceptance and handling of defects take place under D.4, D.5 and D.7. For assistance alone charged on a time-and-materials basis, NT owes professional activity and documentation. Clause 5 applies to attributable damage to customer systems or building installations.

Module F · Consulting, Concept Development and Advisory

F.1 NT provides advice within the agreed professional and time scope on the basis of the documented information, assumptions and objectives. The customer supplies complete and accurate information about relevant circumstances known to it. NT checks that information for plausibility within the agreed scope and addresses identifiable gaps, contradictions and risks.

F.2 Recommendations relate to the documented state of knowledge and identifiable circumstances at the time of delivery. Subsequent updating takes place only where commissioned accordingly or where a continuing contractual obligation exists. Particular savings, profits, funding or project outcomes are promised only where expressly agreed.

F.3 The customer is responsible for its independent business decisions and implementation by others. Nevertheless, NT is liable under clause 5 for culpably incorrect advice. Where NT has undertaken planning, supervision or a specific result, those obligations are not restricted by describing the performance as advice; the appropriate provisions on contracts for work apply additionally.

Module G · Maintenance, Upkeep and Support

G.1 The maintenance order identifies products and versions, service channels, service hours, language, priorities, response times, any restoration times and on-site services. Response time means the start of qualified handling, not complete resolution of an error. There is no continuously staffed round-the-clock support unless expressly agreed.

G.2 Maintenance covers only the measures described; an agreed maintenance or repair result remains owed. Maintenance and justified remediation of defects already included in a rental or SaaS contract are not charged again. Further development, new major versions and adaptations outside the scope of performance require a separate order.

G.3 Security corrections are provided in accordance with a documented risk assessment and agreed or mandatory statutory deadlines. The customer installs updates assigned to it within reasonable periods determined by their criticality and in accordance with the instructions provided. The consequences of a failure to install are taken into account only to the extent causally attributable to that failure; NT remains responsible for defective updates and its own installation obligations.

G.4 Where the end of support is announced, clause 7.3 and the agreed migration plan apply. If a maintenance contract ends, perpetual rights of use under Module A remain in force. Claims arising from earlier breaches of duty or defects are not extinguished by the end of maintenance.

Supplementary Contractual Schedules

The following contractual schedules are completed for the relevant order and incorporated with their version details.

Schedule 1 · Order Cover Sheet and Specification

Schedule 2 · SLA

Scope: [Services, tenants, core functions and measurement endpoints]. Service hours: [Days of the week, times, Europe/Berlin time zone, public holiday calendar]. Support channel: [Ticket portal / telephone number / email]. Availability: [Agreed target] per calendar month.

Measurement: Availability = (agreed measurement minutes − countable outage minutes) / agreed measurement minutes × 100. Measurement interval [interval]; an outage means [failed core transaction, timeout, proportion of affected users]. Measurement source [monitoring], comparison [customer logs], report [frequency]. For partial disruptions, the weighting [rule] must be defined in advance. The denominator must not be reduced retrospectively.

Maintenance: Window [time], maximum [duration per month], advance notice [period]. Only maintenance minutes specifically agreed, announced with the required notice and limited to this maximum are excluded from the measurement period. Unplanned emergency maintenance is documented; it is not automatically excluded. Customer-caused outages are excluded only where causation is demonstrated and they are not attributable to NT. Outages of NT's subcontractors generally count towards downtime.

The period starts when a report containing the information necessary for classification is received through the agreed channel, or upon earlier detection by the agreed monitoring. Time runs [continuously / only during service hours]. Suspension because of missing customer cooperation requires a specific necessary notification and affects only the handling actually blocked. Acknowledgement of a report alone is not a qualified response.

Legal consequences and emergency operation: [Credit scale and reference fee] without excluding other rights in respect of defects; no double reimbursement of the same disadvantage. [Escalation, status updates, alternative operation and root-cause report]. Separately define backup interval [value], maximum data-loss period RPO [value], recovery time RTO [value] and restoration tests [frequency]. An SLA does not replace a security concept.

Schedule 3 · Responsibility Matrix

Initial allocation for discussion. Deviations must be entered before the order is placed. The column “NT subcontractors” describes execution within NT's performance; it does not transfer responsibility to the customer.

Schedule 4 · Acceptance Record

Project / order / version: [Details]. Completion and provision: [Date]. Test environment and participants: [Details]. Basis for examination: [Specification, approved changes and criteria with version details].

Declaration: [Acceptance / acceptance subject to reservation of the listed rights in respect of defects / refusal identifying at least one defect]. Remaining work: [List]. Documentation, access and agreed source code handed over: [List]. Reservations: [Known defects; any agreed contractual penalty]. Signatures / confirmed text form: [Date, name, authority to represent each party].

A test record or sprint review does not constitute acceptance without a corresponding declaration. Partial acceptance must clearly identify the scope of performance accepted independently. Document the start of limitation periods and any outstanding integration examinations.

Schedule 5 · Change-Request Procedure

1. Request: [CR number, applicant, date, affected baseline, requested change, reason and priority].
2. Classification: NT examines whether remediation of a defect or additional performance is involved. A difference of opinion is documented; examination of justified defects remains free of charge.
3. Impact analysis: [Scope, rights, interfaces, security, data protection, migration, tests, dates, effort and fixed price or cost ceiling]. A chargeable analysis requires prior agreement.
4. Approval: [Persons authorised to represent the parties] confirm the content, price and change to deadlines in text form. No additional order for performance arises without approval.
5. Implementation: The specification and project plan receive a new version; new test cases, documentation and a necessary fallback strategy are added.
6. Completion: Examine the result, accept it where performance under a contract for work is involved and document costs or the remaining budget. If the request is rejected or withdrawn, the existing baseline applies unless otherwise separately agreed.

Purchasing Terms for Suppliers

L.1 · Scope and incorporation

These purchasing terms apply to contracts under which NT Technologies GmbH (“NT”) purchases goods or services from an entrepreneur (“Supplier”), provided that they are agreed when the contract is concluded. The General Provisions, sales Modules A to G and their contractual schedules on this page do not apply to these purchasing contracts. In particular, the payment periods, limitations of liability and shortened limitation periods in those provisions are not transferred to supplier contracts.

Individually negotiated agreements take precedence. Otherwise, the order details agreed in the contract, including the specification, take precedence over these purchasing terms. The Supplier's terms are not accepted merely through silence, receipt of goods or payment. Publication of these terms on the website does not amend existing contracts.

L.2 · Orders, prices and additional performance

Type, quantity, quality, configuration and dates are determined by the agreed order. Deviations must be expressly disclosed before the contract is concluded. Changes and additional performance require an agreement on their scope and their effects on price and dates. Mere delivery or invoicing does not establish a claim for additional performance not previously commissioned.

Agreed prices are binding for the ordered scope of performance; value added tax owed by law is shown separately. Prices for deliveries of goods include packaging and freight to the agreed delivery address. These costs must not be charged additionally. Travel and other incidental costs for separate services are remunerated only where expressly agreed before commissioning. These terms do not permit unilateral price changes during the agreed contractual term.

L.3 · Delivery and evidence of performance

Delivery takes place including freight and packaging to the delivery address agreed in the order. The delivery date and transfer of risk are governed by the agreed order and, additionally, by statutory provisions. Bearing freight costs alone does not change the statutory transfer of risk. Where Incoterms are agreed, the clause, named place and edition must be expressly specified; the agreement must take account of the included freight and packaging. The Supplier reports identifiable delays without undue delay, stating the reason and expected duration. Statutory rights arising from delays remain in force.

Deliveries must be accompanied by a delivery note that can be allocated to the relevant order. Agreed documentation, operating and safety instructions and legally required conformity documents must be provided within the scope owed. For services charged on a time-and-materials basis, verifiable activity records must be submitted in accordance with the order. Receipt of a delivery does not replace acceptance required for performance under a contract for work.

L.4 · Invoicing and payment terms

Invoices must be addressed to NT Technologies GmbH and meet statutory requirements. The order reference, goods delivered or services performed, date of performance and agreed prices must be verifiable. Legally prescribed invoice formats and transmission requirements apply. Missing purely internal information does not automatically restart the payment period or extend it indefinitely.

The standard payment term is 30 calendar days net from the start of the period defined below. By way of exception, NT and the Supplier may individually negotiate a payment term of 60 calendar days net. The 60-day period applies only under a genuinely individually negotiated agreement; merely including it in a pre-formulated order or confirmation is insufficient. In the absence of such an agreement, the payment term remains 30 calendar days net. Other valid individually negotiated agreements take precedence.

If payment is made within 14 calendar days, NT is entitled to deduct an early payment discount of 2% from the properly payable invoice amount, including value added tax; the VAT adjustment is made accordingly. The discount requires full payment of the relevant invoice amount less the discount. The date on which the Supplier's designated account is credited is decisive. The right to a discount alone does not defer an earlier statutory due date.

The agreed payment period and discount period start on the later of the following two events: receipt of the delivery or performance owed and receipt of the corresponding invoice. The period is calculated separately for independently agreed and separately invoiced parts of the performance. For performance under a contract for work, statutory prerequisites for acceptance and claims for instalment payments remain decisive; acceptance does not extend the period agreed here by automatically restarting it. Internal invoice approval by NT is not an additional prerequisite for payment becoming due.

Payments constitute neither acknowledgement of defect-free performance nor a waiver of existing claims. In the event of defects or other disturbances of performance, NT may withhold payments to the reasonable extent permitted by law. Statutory prerequisites and legal consequences apply to late payment.

L.5 · Defects, examination and liability

The Supplier owes the agreed characteristics and compliance with the statutory requirements applicable to its performance. Rights in respect of defects, costs of cure and damages are governed by statutory provisions unless a valid separate agreement has been made. The sales modules on this page do not limit liability in favour of either the Supplier or NT.

Where the purchase is a commercial transaction for both parties, NT fulfils the statutory duties to examine goods and give notice of defects under section 377 HGB. Statutory rules on acceptance apply to performance under a contract for work. Payments and receipt of goods do not disapply these rules.