General Terms and Conditions (GTC) of CYBX DOO

1. Collaboration

• 1.1 The parties collaborate in a trusting manner and promptly inform each other of any deviations from the agreed approach or doubts about the correctness of the other's approach.
• 1.2 If the customer recognizes that their own statements and requirements are incorrect, incomplete, ambiguous, or impracticable, they must promptly inform CYBX DOO (hereinafter referred to as "CYBX") of this and the foreseeable consequences.
• 1.3 The contracting parties appoint contact persons and their deputies who are responsible and knowledgeable for managing the implementation of the contractual relationship on behalf of the respective contracting party.
• 1.4 Changes in the designated persons must be promptly communicated by the parties to each other. Until receipt of such notification, the previously designated contact persons and/or their deputies are authorized to make and receive statements within the scope of their previous authority.
• 1.5 The contact persons regularly inform each other about progress and obstacles in contract implementation to intervene in the execution of the contract if necessary.
• 1.6 CYBX will create a protocol about the information exchange in meetings with the customer. The protocol shall be transmitted to the customer. In case of differing opinions, the customer has the right to have their opinion included in the protocol. This right must be exercised no later than one week after receiving the protocol.

2. Customer's Obligations

• 2.1 The customer supports CYBX in fulfilling its contractual obligations. This includes, in particular, timely provision of information, data, hardware, and software, as required by the customer's cooperation obligations. The customer will provide detailed instructions to CYBX regarding the services to be provided by CYBX.
• 2.2 The customer provides a sufficient number of its own employees who possess the necessary expertise for the execution of the contractual relationship.
• 2.3 If the customer has committed to providing CYBX with materials (such as images, audio, text, or similar) as part of contract execution, the customer must promptly provide these materials to CYBX in a standard, immediately usable, preferably digital format. If conversion of the provided materials into another format is necessary, the customer bears the associated costs. The customer ensures that CYBX obtains the necessary rights to use these materials.
• 2.4 The customer undertakes cooperation actions at their own expense.

3. Involvement of Third Parties

• For third parties who act on behalf of or with the consent of the customer within CYBX's scope of activity, the customer is responsible as if they were agents. CYBX is not liable to the customer if it cannot fully or partially fulfill its obligations due to the actions of these third parties mentioned above.

4. Deadlines

• 4.1 Deadlines for service provision may only be promised by CYBX's designated contact person.
• 4.2 The parties will establish deadlines preferably in writing. Deadlines, the non-compliance with which puts a party in default according to § 286 paragraph 2 of the Civil Code without a reminder (binding deadlines), must always be set in writing and designated as binding.
• 4.3 CYBX is not responsible for delays in performance due to force majeure (e.g., strike, lockout, government orders, general disruptions in telecommunications, etc.) and circumstances within the customer's responsibility (e.g., untimely provision of cooperation obligations, delays caused by third parties attributable to the customer, etc.). These circumstances entitle CYBX to postpone the provision of affected services for the duration of the hindrance plus a reasonable lead time. CYBX will notify the customer of delays in performance due to force majeure.

5. Change Requests and Change Management

• 5.1 If the customer wishes to change the contractually defined scope of services to be provided by CYBX (change request), they shall express this request in writing to CYBX. The further procedure shall follow the subsequent provisions. For change requests that can be quickly reviewed and are expected to be implemented within 8 working hours, CYBX may waive the procedure outlined in paragraphs 2 to 5.
• 5.2 CYBX evaluates the potential impacts of the requested change, particularly regarding compensation, additional efforts, and deadlines. If CYBX determines that services cannot be performed or will be delayed as a result of the evaluation, CYBX informs the customer accordingly. CYBX advises the customer that the change request can only be further reviewed if the affected services are initially postponed for an indefinite period. If the customer agrees to this postponement, CYBX proceeds with evaluating the change request. The customer has the right to withdraw their change request at any time, in which case the initiated change process ends.
• 5.3 After reviewing the change request, CYBX will explain to the customer the impact of the change request on the existing agreements. This explanation will either include a detailed proposal for implementing the change request or provide reasons why the change request cannot be implemented.
• 5.4 The parties will promptly coordinate on the content of a proposal for implementing the change request. If agreement is reached, the outcome will be added as an amendment agreement to the text of the agreement to which the change relates.
• 5.5 If no agreement is reached or if the change process ends for any other reason, the original scope of services remains unchanged. The same applies if the customer does not agree to postpone the services for further evaluation as outlined in paragraph 2.
• 5.6 The deadlines affected by the change process will be postponed as necessary, taking into account the duration of the evaluation, the duration of coordinating the change proposal, and, if applicable, the duration of implementing the change request, plus a reasonable lead time. CYBX will inform the customer of the new deadlines.
• 5.7 The customer is responsible for covering the expenses incurred by the change request. This includes, in particular, the evaluation of the change request, the preparation of a change proposal, and any downtime. If the parties have agreed on daily rates, these rates will apply; otherwise, CYBX's standard compensation rates will be used.
• 5.8 CYBX is entitled to modify or deviate from the services to be provided under the contract if the modification or deviation is reasonable for the customer considering CYBX's interests.

6. Compensation

• 6.1 The customer bears, upon proof and in accordance with tax guidelines, all expenses such as travel and accommodation costs, expenses, and fees of third parties incurred in the execution of the contract. Travel costs are reimbursed only if the travel distance from CYBX's headquarters exceeds 50 km. Pure travel time is not compensated.
• 6.2 CYBX's compensation is generally based on time spent or on a previously agreed fixed price. The applicable rates for time-based compensation are those currently in effect at CYBX, unless otherwise agreed upon. CYBX reserves the right to reasonably modify or supplement the compensation rates underlying the agreements (§ 315 BGB). Cost estimates or budget plans prepared by CYBX are non-binding. Upon contract award, the following payment terms are agreed for project development: 50% of the total fixed price upon contract award, 40% of the total fixed price upon system handover for acceptance testing (handover meeting), and 10% of the total fixed price plus any variable costs (e.g., additional work, travel expenses, expenses) after acceptance and commissioning.
• 6.3 If the parties have not agreed on the compensation for a service provided by CYBX, which the circumstances suggest the customer would expect to be compensated for, the customer must pay the usual compensation for such service. In case of doubt, the compensation rates charged by CYBX for its services are considered customary.
• 6.4 All contractually agreed compensations are understood to be exclusive of applicable statutory value-added tax (VAT).

7. Rights

• 7.1 CYBX grants the customer a non-exclusive, spatially, temporally, and quantitatively unrestricted right to use the services rendered in accordance with the contract. If software is part of the services, §§ 69d and e of the Copyright Act (UrhG) apply.
• 7.2 Any use beyond that described in paragraph 7.1 is prohibited. Specifically, the customer is not allowed to sublicense, reproduce, rent out, or otherwise exploit the services.
• 7.3 Until full payment is made, the customer's use of the services rendered is revocable. CYBX may revoke the use of such services for the duration of any payment delay by the customer.

8. Infringement of Intellectual Property Rights

• 8.1 CYBX shall, at its own expense, indemnify the customer from all claims by third parties arising from infringement of intellectual property rights (patents, licenses, and other proprietary rights). The customer shall promptly inform CYBX about any claims made by third parties. If the customer does not promptly inform CYBX about such claims, the indemnification claim will expire.
• 8.2 In case of intellectual property rights infringement, CYBX may, at its discretion and at its own expense, make modifications to the affected service, after prior consultation with the customer, ensuring that the infringement no longer exists while safeguarding the customer's interests. Alternatively, CYBX may acquire necessary usage rights for the customer, notwithstanding any potential claims for damages by the customer.

9. Termination

• The customer can only withdraw due to a breach of duty not resulting from a defect in the purchased item or work if CYBX is responsible for this breach.

10. Liability

• 10.1 CYBX is liable for intent and gross negligence. CYBX's liability for slight negligence is limited to breaches of essential contractual obligations (cardinal duties) and damages arising from injury to life, body, or health.
• 10.2 In cases of slight negligence, liability is limited to the amount of foreseeable damages typically expected to occur. In any case, liability is capped at EUR 300.
• 10.3 CYBX is not liable for the loss of data and/or programs to the extent that the damage results from the customer's failure to perform data backups, thereby ensuring that lost data can be restored with reasonable effort.
• 10.4 The above provisions also apply to the benefit of CYBX's vicarious agents.

11. Non-Solicitation Clause

• The customer undertakes, during the term of the parties' collaboration and for a period of one year thereafter, not to solicit or hire any employees of CYBX without CYBX's consent. In case of any breach, the customer agrees to pay a contractual penalty determined by CYBX and subject to review by the competent court in case of dispute.

12. Confidentiality and Press Releases

• 12.1 Documents provided to the other party, knowledge, and experiences shared may only be used for the purposes of this contract and shall not be made accessible to third parties unless they are intended to be disclosed to third parties by their nature or are already known to the third party. Third parties do not include auxiliary persons engaged to carry out the contractual relationship, such as freelancers, subcontractors, etc.
• 12.2 Furthermore, the parties agree to maintain confidentiality regarding the contents of this contract and the insights gained during its execution.
• 12.3 The confidentiality obligation also applies beyond the termination of the contractual relationship.
• 12.4 Upon request, documents provided by one party such as strategy papers, briefing documents, etc., must be returned to that party upon termination of the contractual relationship, unless the other party can demonstrate a legitimate interest in retaining these documents.
• 12.5 Press releases, statements, etc., in which one party refers to the other, are only permissible after prior written agreement, including via email.

13. Miscellaneous

• 13.1 Assignment of claims is only permissible with prior written consent of the other party. Consent shall not be unreasonably withheld.
• 13.2 A right of retention can only be asserted due to counterclaims arising from the respective contractual relationship.
• 13.3 The parties may only set off claims that have been legally established or are undisputed.
• 13.4 CYBX may list the customer as a reference customer on their website or in other media. CYBX may also publicly reproduce or reference the services provided for demonstration purposes, unless the customer can assert a legitimate opposing interest.

14. Final Provisions

• 14.1 All amendments and additions to contractual agreements must be documented in writing for evidential purposes. Terminations must be in writing. Notifications that are required to be in writing may also be sent via email.
• 14.2 If individual provisions of the contractual agreements are or become invalid in whole or in part, the validity of the remaining provisions shall not be affected thereby. In such case, the parties shall replace the invalid provision with a valid provision that comes as close as possible to achieving the economic purpose of the invalid provision. The same applies to any gaps in the agreements.
• 14.3 The customer's general terms and conditions shall not become part of the contract.
• 14.4 Es gilt das Recht der Republik Serbien unter Ausschluss des Internationalen Privatrechts und des UN-Kaufrechts.
• 14.4 The law of the Republic of Serbia shall apply, excluding its conflict of law rules and the UN Convention on Contracts for the International Sale of Goods.

Contact information:

CYBX DOO
Address: SRB-21300 Beočin Zmaj Jovina 1
E-Mail: office@cybx.rs
Phone: +381 62 938 27 92

Date of last update: 08.07.2024