Terms and Conditions

§ 1 Scope of application

1. These General Terms and Conditions (“Terms”) apply to all contracts for IT consulting, concept design, software development, AI solutions, operation and support concluded by Abbas Mohammadi as the owner of the sole proprietorship trading under the business designation HYWOS, Von-Stauffenberg-Straße 66, 19061 Schwerin – hereinafter “HYWOS” – with its customers. ralwo is a brand of HYWOS; services under the ralwo brand are provided by HYWOS.
2. The Terms apply exclusively to entrepreneurs within the meaning of Section 14 of the German Civil Code (BGB), legal entities under public law and special funds under public law. Contracts with consumers are not concluded.
3. Deviating, conflicting or supplementary terms and conditions of the customer only become part of the contract if HYWOS has expressly agreed to their application in text form. This also applies if HYWOS provides services without reservation while aware of such terms.
4. The Terms, in the version valid at the time the contract is concluded, also apply to future business with the customer without HYWOS having to refer to them again.
5. Individual agreements in specific cases, in particular the service description in the offer, take precedence over these Terms.

§ 2 Conclusion of contract

1. Offers by HYWOS are non-binding unless they are expressly designated as binding or contain an acceptance period. The free initial consultation is non-binding and does not establish any contractual obligation to perform.
2. A contract is concluded when the customer accepts a binding offer, when HYWOS confirms the order in text form or when HYWOS begins to provide the services – whichever occurs first.
3. The content and scope of the services follow from the offer and the associated service description. There are no verbal side agreements.
4. Amendments and additions to the contract require text form (Section 126b BGB), for example by e-mail. This also applies to any waiver of this text form requirement.

§ 3 Services

1. In accordance with the respective offer, HYWOS provides in particular the following services:
   • IT consulting and technical consulting on software and digitalisation
   • Concept design, requirements analysis and system architecture
   • Development of custom software and interfaces, including to PLC, OPC UA, MES and ERP systems
   • AI-based solutions, in particular for analysing technical documents as well as plant and machine data
   • Operation, maintenance and support of software
2. The nature, scope and quality of the services are conclusively defined in the service description of the offer. Public statements, product descriptions and demonstrations by HYWOS do not constitute a guarantee of quality.
3. Consulting, operation and support are provided under a contract for services (Dienstvertrag); HYWOS owes diligent performance on a best-efforts basis, not a particular commercial outcome. The creation of custom software and interfaces is provided under a contract for work and services (Werkvertrag) unless the offer stipulates otherwise; agile development on a time-and-materials basis may be expressly structured as a contract for services in the offer.
4. HYWOS is entitled to have services performed in whole or in part by carefully selected subcontractors. HYWOS remains responsible for performance.
5. Change procedure: if the customer wishes to change the scope of services after the contract has been concluded, the customer notifies HYWOS in text form. HYWOS reviews the change and sets out its effects on remuneration, deadlines and other contractual terms. The change only becomes binding once both parties have agreed to it in text form. Until then, work continues on the basis of the existing contract unless otherwise agreed.
6. AI-based evaluations – such as extractions from documents, anomaly detection or optimisation proposals – deliver statistical results with a stated confidence level. They require expert review by the customer before safety-relevant or economically significant decisions are based on them.

§ 4 Duties of the customer to cooperate

1. The customer provides HYWOS, in good time and free of charge, with everything required to perform the services, in particular:
   • Information, records and technical documents on the plants, processes and systems concerned
   • Access to systems, plants, test and production environments to the extent required
   • Representative test data, anonymised where possible
   • Equipment and workplaces for agreed on-site assignments
2. The customer appoints a technically qualified contact person who can make binding decisions or bring them about at short notice, and ensures that this person is available for the duration of the project.
3. The customer warrants that it is entitled to make the provided content, data and documents available to HYWOS for the contractual purposes and that no third-party rights conflict with this. The customer indemnifies HYWOS against third-party claims based on a breach of this warranty.
4. The customer reviews interim results, concepts and deliveries promptly and reports objections in text form. The customer backs up its data regularly and in line with the state of the art so that it can be restored with reasonable effort.
5. If the customer fails to fulfil its duties to cooperate, or does not do so in time or in full, agreed deadlines are extended appropriately. Additional effort incurred by HYWOS as a result may be invoiced at the agreed or customary rates. Further rights remain unaffected.

§ 5 Deadlines and acceptance

1. Dates and deadlines are only binding if they are expressly designated as binding in the offer or the order confirmation. Otherwise they are estimated planning dates.
2. Binding deadlines require the timely and complete cooperation of the customer. If performance is delayed by circumstances for which HYWOS is not responsible – in particular force majeure, supplier failures or late cooperation – the deadlines are postponed by the duration of the disruption plus a reasonable restart period.
3. Work results are made available for acceptance upon completion. The customer reviews the work within ten working days and declares acceptance in text form or specifically reports the defects found. Acceptance may not be refused on account of insignificant defects.
4. If, upon completion, HYWOS requests acceptance from the customer in text form and sets a period of ten working days for this purpose, the work is deemed accepted if the customer does not refuse acceptance within that period stating at least one significant defect. If the customer uses the work productively for more than four weeks after it has been made available without having previously reported significant defects in text form, it is likewise deemed accepted. Self-contained partial deliverables may be accepted separately.
5. There is no acceptance procedure for services. On request, HYWOS documents the services rendered in activity reports.

§ 6 Remuneration and payment

1. Remuneration is governed by the offer. It is charged either as a fixed price for a defined scope of services or on a time-and-materials basis at the agreed hourly or daily rates. In the absence of an agreement, services are charged on a time-and-materials basis at the rates customary for HYWOS at the time the contract is concluded.
2. All prices are net prices plus statutory value added tax. For time-and-materials work, HYWOS invoices monthly in arrears with an activity report; for fixed prices, according to the payment schedule agreed in the offer, otherwise upon acceptance in the case of contracts for work and upon complete performance of the agreed services in the case of contracts for services.
3. Invoices are due for payment without deduction within 14 days of the invoice date.
4. In the event of late payment, HYWOS may charge default interest at the statutory rate (Section 288 (2) BGB) and the lump sum under Section 288 (5) BGB. The right to claim further damages is reserved. If the customer is in default with a payment that is not insignificant, HYWOS may withhold further services after notice in text form until the outstanding amount has been settled.
5. Travel expenses, accommodation costs and other outlays for agreed on-site assignments at the customer’s premises are charged according to actual expenditure against receipts unless otherwise agreed in the offer. Travel time is only charged if this is agreed in the offer.
6. The customer may only set off claims that are undisputed or have been established by final judgment. The customer may only exercise a right of retention on the basis of claims arising from the same contractual relationship.

§ 7 Rights of use

1. Upon full payment of the agreed remuneration, the customer receives a non-exclusive right of use, unlimited in time and territory, to the work results created individually for the customer – in particular software, configurations, documentation and concepts – for its own operational purposes. This includes the right to reproduce and modify the work results and to connect them with the customer’s own systems. Until full payment, use is permitted on a provisional and revocable basis only.
2. Passing the work results on to third parties or using them for third parties – including within a group of companies – is only permitted if agreed in the offer. The customer’s statutory rights under Sections 69d and 69e of the German Copyright Act (UrhG) remain unaffected.
3. Pre-existing works, tools, libraries, frameworks, methods and the general know-how of HYWOS (“Pre-existing Works”) remain the property of HYWOS. Where Pre-existing Works are incorporated into work results, the customer receives a non-exclusive right of use, unlimited in time, to the extent required for the contractual use of the work results.
4. Work results may contain open-source components. These are governed exclusively by the respective open-source licence terms, which HYWOS names to the customer on request. HYWOS selects components so that the contractually intended use by the customer is not impaired.
5. HYWOS may freely use the general findings, experience and methods gained while providing the services, provided that no confidential information of the customer is disclosed.
6. Source code is handed over if this is agreed in the offer. The source code of software that HYWOS provides as part of operation or as a service is not handed over unless otherwise agreed.

§ 8 Warranty

1. HYWOS warrants that work results have the agreed quality at the time of acceptance. An insignificant deviation from the agreed quality does not give rise to warranty claims.
2. Defects must be reported to HYWOS in text form without undue delay after discovery – with a comprehensible description and, where possible, the steps required to reproduce them.
3. HYWOS remedies defects, at its own discretion, by rectification or replacement within a reasonable period. Providing a workaround also counts as rectification if it reasonably ensures contractual use and the defect is remedied in a subsequent version.
4. If subsequent performance fails after two attempts, is impossible or is seriously and finally refused, the customer may reduce the remuneration appropriately or – in the case of significant defects – withdraw from the contract. Claims for damages exist only within the limits of § 9.
5. There are no warranty claims insofar as the defect results from modifications of the work results by the customer or third parties, from use not in accordance with the contract, from faulty customer data or from a system environment for which HYWOS is not responsible. The customer supports HYWOS in narrowing down the cause of the fault and provides the information required for this purpose.
6. Warranty claims become time-barred twelve months after acceptance. This does not apply in cases of intent, fraudulent concealment, damage resulting from injury to life, body or health, or damage caused by gross negligence; in these cases the statutory limitation periods apply.
7. HYWOS provides consulting and other services with the diligence of a prudent businessperson in accordance with the state of the art. No specific result is owed.

§ 9 Liability

1. HYWOS is liable without limitation for damage resulting from injury to life, body or health, for intent and gross negligence, for fraudulent concealment of a defect, where a guarantee has been assumed, and under the German Product Liability Act.
2. In the event of a slightly negligent breach of a material contractual obligation (cardinal obligation) – that is, an obligation whose fulfilment is essential for the proper performance of the contract and on whose observance the customer may regularly rely – the liability of HYWOS is limited to the damage typical for the contract and foreseeable at the time the contract was concluded.
3. Otherwise, liability for slight negligence is excluded. This applies in particular to lost profit, unrealised savings, production downtime and indirect damage.
4. For loss of data, HYWOS is liable only up to the amount that would have been required for restoration had the customer performed proper and regular data backups. If the customer has not performed data backups in line with the state of the art, this is taken into account when assessing the damage in accordance with Section 254 BGB (contributory negligence).
5. Responsibility for decisions that the customer makes on the basis of analysis results, recommendations or AI-based evaluations rests with the customer. Paragraph 1 remains unaffected.
6. The above limitations also apply to the personal liability of the employees, representatives, corporate bodies and vicarious agents of HYWOS.

§ 10 Confidentiality and data protection

1. The parties keep confidential all confidential information of the other party obtained in the course of the cooperation – in particular trade secrets, technical records, plant and process data, source code and calculations – use it only for the purposes of the contract, and make it accessible only to those employees and subcontractors who need it to perform the contract and are bound accordingly.
2. The obligation does not apply to information that is publicly known or becomes publicly known without a breach of this agreement, that was already lawfully known to the receiving party, that the receiving party lawfully obtained from third parties without a confidentiality obligation, or that must be disclosed by law or by order of a public authority.
3. The confidentiality obligation applies for the term of the contract and for three years thereafter. At the request of either party, the parties conclude a separate non-disclosure agreement (NDA) before the cooperation begins; that agreement takes precedence over the provisions of this section.
4. Where HYWOS processes personal data on behalf of the customer, the parties conclude a data processing agreement in accordance with Article 28 GDPR before processing begins. The customer remains the controller within the meaning of the GDPR and ensures the lawfulness of the processing.
5. HYWOS does not use the customer’s data, documents or content to train its own or third-party AI models and does not pass them on to third parties for this purpose. Where HYWOS uses third-party AI services, it does so only with the customer’s consent and on the basis of contractual arrangements that exclude the use of customer data for training purposes.
6. Customer data is processed and stored within the European Union unless otherwise agreed. At the customer’s request, solutions are operated on-premise within the customer’s infrastructure.
7. Information on the processing of personal data on this website is provided in the privacy policy.

§ 11 Term and termination

1. Contracts for one-off services (projects) end upon complete performance. Statutory termination rights remain unaffected; if the customer terminates a contract for work under Section 648 BGB, the services rendered up to that point must be remunerated.
2. Continuing obligations – in particular operation, maintenance and support – are concluded for the term agreed in the offer; in the absence of an agreement, the minimum term is twelve months. They are extended by a further twelve months in each case unless terminated in text form with three months’ notice to the end of the respective term.
3. The right to extraordinary termination for good cause remains unaffected. Good cause exists for HYWOS in particular if the customer is in default with the payment of two due invoices despite a reminder or persistently breaches confidentiality or cooperation obligations; for the customer in particular if HYWOS fails to fulfil material contractual obligations despite a warning with a reasonable deadline.
4. Upon termination of an operation or support contract, HYWOS supports the customer on request, against remuneration on a time-and-materials basis, in transferring operation to the customer or a third party and hands over the customer data in a common, machine-readable format. After handover and the expiry of a reasonable period, the customer data is deleted unless statutory retention obligations prevent this.
5. Terminations require text form.

§ 12 Final provisions

1. The law of the Federal Republic of Germany applies, excluding the UN Convention on Contracts for the International Sale of Goods (CISG) and the conflict-of-law rules of private international law.
2. The exclusive place of jurisdiction for all disputes arising from or in connection with the contract is Schwerin, provided the customer is a merchant, a legal entity under public law or a special fund under public law. HYWOS is also entitled to bring an action against the customer at the customer’s general place of jurisdiction.
3. The place of performance is the place of business of HYWOS in Schwerin unless otherwise agreed.
4. The customer may transfer rights and obligations under the contract to third parties only with the consent of HYWOS in text form; Section 354a of the German Commercial Code (HGB) remains unaffected.
5. Should individual provisions of these Terms or of the contract be or become invalid or unenforceable in whole or in part, the validity of the remaining provisions remains unaffected. The statutory provision applies in place of the invalid provision. The same applies to any gaps in the provisions.
6. Amendments and additions to these Terms require text form. The German version of these Terms is authoritative; the English version is provided for information purposes.