CDM Tech DE

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General Terms and Conditions

CDM Tech GmbH · Version 04/2026

§ 1 Scope

  1. These General Terms and Conditions (hereinafter “Terms”) apply to all contracts between CDM Tech GmbH, Hedelfinger Straße 32, 73734 Esslingen (hereinafter “CDM Tech”) and its customers (hereinafter “Client”) concerning services provided by CDM Tech, in particular:
    • Custom software development and engineering services
    • Licensing of standard software (in particular SuPAR) for on-premise use
    • Provision of software as SaaS (in particular SuPAR Cloud)
    • AR consulting and engineering
    • Training and workshops
    • Delivery of hardware, such as AR glasses and peripheral devices
  2. These 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.
  3. Deviating, conflicting or supplementary terms and conditions of the Client do not become part of the contract unless CDM Tech expressly agrees to their application in writing.
  4. In the event of contradictions, the following order of precedence applies: individual contract or quotation, service-specific supplementary terms, and then these Terms.

§ 2 Formation of contract

  1. Quotations from CDM Tech are subject to change and non-binding unless expressly marked as binding.
  2. A contract is concluded by written order confirmation from CDM Tech or by commencement of service performance. Text form by email is sufficient.
  3. There are no verbal side agreements.

§ 3 Scope of services

  1. The type, scope, objective and duration of the service are determined by the respective quotation or contract.
  2. CDM Tech is entitled to use qualified subcontractors to provide the services.
  3. Changes or extensions to the scope of services require a separate written agreement (change request) and may result in adjustments to remuneration and deadlines.

§ 4 Special provisions for custom software development and engineering

  1. Custom software development and engineering services are generally provided under a service contract pursuant to Sections 611 et seq. BGB unless a contract for work has expressly been agreed in writing.
  2. Where development services produce work results, CDM Tech grants the Client, upon full payment of the agreed remuneration, a simple, non-exclusive, transferable right of use for the agreed purpose. Any further rights require a separate written agreement and appropriate additional remuneration.
  3. Pre-existing intellectual property of CDM Tech – in particular frameworks, libraries, tools and know-how – remains entirely with CDM Tech. The Client receives only a simple right of use within the scope of the contractual use of the work result.

§ 5 Special provisions for standard software licences (on-premise)

  1. When providing standard software, CDM Tech grants the Client a non-exclusive, non-transferable right of use. Scope, term and licence model are set out in the respective licence agreement or quotation.
  2. The scope of use, for example the number of users, installations or workstations, is set out in the respective licence agreement. Use beyond the agreed scope is prohibited and entitles CDM Tech to require additional licensing.
  3. Decompilation, reverse engineering or removal of copyright notices is permitted only within the mandatory limits of Sections 69d and 69e of the German Copyright Act (UrhG).
  4. Any transfer of the software to third parties – including affiliated companies – requires CDM Tech's prior written consent.

§ 6 Special provisions for SaaS services (SuPAR Cloud)

  1. CDM Tech makes the agreed software available to the Client via the internet as Software-as-a-Service. Legally, this constitutes a lease within the meaning of Sections 535 et seq. BGB.
  2. Standard availability of the SaaS service is 99 percent as an annual average, measured at the data centre handover point. Deviating service levels may be agreed individually in the contract or a separate SLA. Announced maintenance windows, force majeure, unscheduled maintenance for security reasons and disruptions attributable to the Client are excluded.
  3. For the term of the contract, the Client receives a non-exclusive, non-transferable right of use within the agreed scope.
  4. The Client is responsible for backing up data introduced into the SaaS environment to a reasonable extent unless a separate backup service package has been agreed.
  5. Where CDM Tech processes the Client's personal data as part of the SaaS service, the parties shall enter into a data processing agreement pursuant to Art. 28 GDPR.

§ 7 Special provisions for hardware deliveries

  1. Hardware is supplied in accordance with the law of sales (Sections 433 et seq. BGB).
  2. Unless otherwise agreed, delivery is EXW (Incoterms 2020) from CDM Tech's warehouse. Risk and costs pass upon handover to the carrier.
  3. The delivered goods remain the property of CDM Tech until payment has been made in full. In the event of further processing or resale, extended retention of title applies.
  4. Obvious defects must be reported in writing within seven days of delivery; hidden defects must be reported immediately upon discovery (Section 377 HGB).

§ 8 Special provisions for training and workshops

  1. Training courses and workshops are held on the agreed dates and at the agreed locations, either on site or remotely.
  2. If the Client cancels, the following cancellation fees apply to the agreed fee:
    • up to 14 days before the date: 25 percent
    • 14 to 7 days before the date: 50 percent
    • less than 7 days before the date: 100 percent
  3. CDM Tech is entitled to reschedule dates for good cause. A new date will be agreed with the Client.
  4. Training materials are protected by copyright. Reproduction or disclosure to third parties without CDM Tech's consent is prohibited.

§ 9 Client cooperation obligations

  1. The Client shall provide all information, documents, access, test systems and contacts required for performance in a timely, complete and free-of-charge manner.
  2. Delays caused by missing or inadequate cooperation extend agreed deadlines appropriately and entitle CDM Tech to invoice the resulting additional effort separately.
  3. The Client is obliged to secure its systems and data in accordance with the current state of the art.

§ 10 Remuneration and payment terms

  1. The prices agreed in the quotation or contract apply. All prices are net plus statutory VAT.
  2. Unless otherwise agreed, services are invoiced monthly or by milestone. SaaS services are invoiced in advance according to the agreed billing period.
  3. Travel and incidental expenses are charged separately based on actual expenditure unless a flat rate has been agreed.
  4. Unless otherwise stipulated in the quotation or contract, invoices are due for payment without deduction within 14 days of the invoice date. Individually agreed payment terms take precedence.
  5. In the event of late payment, default interest of nine percentage points above the base rate and a flat default fee of EUR 40 will be charged. The right to claim further damages remains reserved.
  6. In the event of late payment, CDM Tech is entitled to suspend further services until payment is received and to temporarily block access to SaaS services.
  7. The Client may offset only undisputed claims or claims established by final judgment.

§ 11 Performance periods and dates

  1. Dates and deadlines are binding only if expressly agreed as such in writing.
  2. Force majeure, strikes, official measures, supply difficulties affecting upstream suppliers and comparable events release CDM Tech from its performance obligations for their duration. If such events continue for more than two months, either party may terminate the contract.

§ 12 Warranty

  1. For services, CDM Tech owes professional performance in accordance with recognised technical standards, but not a specific result.
  2. For works, hardware deliveries and standard software licences, statutory warranty rights apply subject to the following provisions:
    • The limitation period is twelve months from acceptance or delivery unless a different period is agreed in the individual contract. Claims arising from intent, gross negligence, injury to life, limb or health and mandatory statutory claims are excluded from this limitation.
    • In the event of defects, CDM Tech is initially entitled to subsequent performance. CDM Tech shall choose the form of subsequent performance.
  3. Lease law applies to SaaS services; strict liability under Section 536a(1), first alternative, BGB for defects existing when the contract was concluded is excluded.
  4. Defects must be reported promptly, no later than seven days after discovery, in writing and in a comprehensible manner.

§ 13 Liability

  1. CDM Tech has unlimited liability for intent and gross negligence, for injury to life, limb or health, and under the German Product Liability Act.
  2. In the event of ordinary negligence, CDM Tech is liable only for breach of material contractual obligations. In such cases, liability is limited to the foreseeable loss typical of the contract at the time it was concluded.
  3. Liability for ordinary negligence is limited in amount to the agreed order volume for the preceding twelve months or, for individual orders, to the order value.
  4. Liability for loss of profit, indirect loss and consequential loss is excluded except in the cases referred to in paragraph 1.
  5. CDM Tech is liable for data loss only to the extent that it would have occurred even if the Client had performed proper backups in accordance with the state of the art.

§ 14 Confidentiality

  1. Both parties undertake to treat all confidential information and trade secrets of the other party obtained in connection with their cooperation as strictly confidential and to use them only for contractual purposes.
  2. This obligation continues for five years after termination of the contractual relationship.
  3. At either party's request, a separate non-disclosure agreement (NDA) shall be concluded.

§ 15 Data protection

  1. Both parties undertake to comply with applicable data protection law, in particular the GDPR and the German Federal Data Protection Act (BDSG).
  2. Where CDM Tech processes personal data on behalf of the Client, the parties shall enter into a data processing agreement pursuant to Art. 28 GDPR.

§ 16 Naming as a reference client

CDM Tech is entitled to name the Client, including its company name and logo, as a reference client unless the Client objects. Publication of specific project content requires the Client's prior consent.

§ 17 Contract term and termination

  1. The contract term is set out in the individual contract.
  2. The term, renewal period and notice period for SaaS contracts are set out in the respective individual contract. Unless otherwise stipulated there, after the minimum term the contract automatically renews for successive periods of twelve months unless terminated in text form with three months' notice to the end of the term.
  3. The right to terminate for good cause remains unaffected. For CDM Tech, good cause exists in particular if payment is more than 30 days overdue despite a reminder.
  4. Notices of termination must be in text form; email is sufficient.

§ 18 Final provisions

  1. The law of the Federal Republic of Germany applies exclusively, excluding the UN Convention on Contracts for the International Sale of Goods (CISG).
  2. The place of performance for all services is CDM Tech's registered office.
  3. The exclusive place of jurisdiction for all disputes arising from or in connection with contracts between CDM Tech and the Client is – insofar as the Client is a merchant, legal entity under public law or special fund under public law – CDM Tech's registered office in Esslingen or Stuttgart.
  4. Should any provision of these Terms be or become wholly or partly invalid or unenforceable, the validity of the remaining provisions remains unaffected. The invalid provision shall be replaced by the legally permissible provision that most closely reflects its economic purpose.
  5. Amendments and supplements to these Terms must be made in text form. This also applies to any waiver of this text-form requirement.
Version 04/2026 · CDM Tech GmbH · Esslingen · HRB 758301