Service Description and General Terms and Conditions (B2B) IIT Gesellschaft für Innovative Informations-Techniken mbH (IIT)
As of: 26.01.2026
Note: This version applies exclusively in relation to businesses (§ 14 BGB), legal entities under public law, or Public‑legal special assets. Contracts with consumers (§ 13 BGB) are not concluded.
0 Scope, Definitions, Order of Precedence
a) These terms and conditions apply to the provision of on‑Premises‑Software for purchase (perpetual licence) or time-limited rental, as well as related services (e.g. installation, consulting, training) and software‑Care.
b) Deviating, conflicting or supplementary terms and conditions of the user shall only become part of the contract if IIT agrees to their validity in text form (§ 126b BGB).
c) Offer / Licence Agreement / Software‑Care contract / Support contract shall hereinafter also be referred to as “order form” and denotes the respective individual, primary agreement (incl. price‑ and licence metrics). The terms of the order form shall precede any conflicting general terms and conditions‑Regulations. “Service Description” refers to the functional specifications of the standard software. Open‑Source‑Components remain under their respective licenses.
d) The following order applies: Offer/licence agreement → Software‑Care agreement → Support agreement → Description of services → these T&Cs → other attachments.
A software licence agreement
1 Description of services, usage rights, licensing models
a) Upon payment, the user acquires the simple, non-exclusive, non-transferable, and non-sublicensable right to use the programs specified in the contract for their own operational purposes.
b) Where a one-off payment is agreed (purchase – perpetual on‑Premises‑(Licence) the right of use is granted subject to the condition precedent of full payment of the agreed licence fee. Until then, use shall be revocable (reservation of rights). Upon full payment, the user shall receive an unconditional right of use.
c) If recurring fees (rent) are agreed upon, the user acquires the right of use for the duration of the contract (temporary licence). Upon termination of the contract, the user shall immediately cease use, uninstall the software, and delete any copies; IIT may request confirmation of deletion/uninstallation.
d) In the case of rentals, the following applies regarding duration/termination/extension/price adjustment: the minimum rental period is 12 months. Without notice of termination, the rental agreement will be extended by a further 12 months. The notice period is 3 months before the end of the term and must be in written form (§ 126b BGB). The fee is to be paid in advance according to the order form. Price adjustments are permissible with a notice period of 3 months; the user has an extraordinary right of termination at the time of the adjustment.
The software‑Programmes shall regularly and predominantly deliver work results in accordance with the specified objectives, within the scope of the detailed programme description. According to the state of the art, programmes of this complex nature cannot be developed absolutely free of errors; absolute freedom from errors is not owed.
f) The user receives programme documentation, from which the operation and the scope of performance of the programmes are evident. IIT is free in the external design of the programme documentation.
g) IIT (or its licensors) shall make the programmes available electronically (download/licence key). Physical media shall only be provided if expressly agreed. Installation on the user's system shall be carried out by the user, unless otherwise commissioned. The setting up or configuration of hardware is not included in the scope of services for a software.‑Usage rights. IIT offers the installation of the software, the setup or adjustment of the hardware, and consultancy and training services on request separately.
h) The user is responsible for ensuring the system requirements are met according to the service description at their own expense and cooperates appropriately with testing/error analysis.
2 Special contractual obligations, restrictions on the right of use
a) Without the prior written consent of IIT, the user may not provide the software and/or the documentation provided to third parties. One (1) backup copy per instance and reproductions that are technically necessary for the intended use are permitted. For multiple uses on further systems, usage fees will be charged separately for each additional use. If usage exceeds the agreed scope, clause A.2 c (licensing metric/audit) and the subsequent licensing therein shall apply.
b) The user is not permitted to make changes and/or additions to the programmes. Reverse engineering/decompilation is only permitted to the extent legally required (§§ 69d, 69e UrhG).
c) The scope of use (e.g. number of users/instances) is determined by the order form. Exceeding this is deemed to be an additional licence requirement; IIT may carry out a licence-related audit (remote or on-site) no more than once every 12 months, with 30 days' prior notice and during business hours. IIT will maintain operational‑ and the user’s trade secrets; access is restricted to information relevant to the licence. The audit costs shall be borne by IIT; if the identified shortfall exceeds 5% of the licensed software, the user shall bear the reasonable audit costs and purchase the missing licences retroactively at the list price from the date the shortfall first arose.
d) The user shall take appropriate measures against unauthorised use (access rights, confidentiality of license keys) and shall inform IIT immediately if misuse is suspected.
e) Open‑Source‑Components under the respective OSS‑Licenses have been provided; the relevant license texts will be made accessible. Contradictory terms and conditions‑The regulations do not apply in this respect. Service description and General Terms and Conditions (B2B) of IIT – As of 26.01.2026 Page 2 of 4
3 further conditions
The general terms and conditions apply to all contracts under Section F and, where software‑care agreements were concluded – the conditions for software‑Care according to section B.
Software Maintenance Conditions
1 Contract duration, ordinary termination right
Software‑Care contracts begin with the provision of the programmes. The contracts are concluded for an indefinite period and can be terminated by either party in writing (Section 126b BGB) with three (3) months' notice to the end of the calendar year, but for the first time after 12 months.
2 Termination for good cause
IIT can software‑Termination of care contracts for good cause without notice, particularly in the event of serious breaches of contract (e.g. unauthorized third-party assignment, significant payment arrears). The user's right to terminate without notice remains unaffected.
3 Fee change
IIT has the right to adjust care fees appropriately (e.g. costs‑, market‑ or product developments). Any change to ongoing fees must be communicated to the user in writing at least three (3) months before it takes effect. The user shall be granted an extraordinary right of termination at the time of the fee change; this must be exercised within four (4) weeks of receiving the notification.
4 Further conditions
The general terms and conditions according to Section F and the specifically agreed care contract shall also apply.
Seminars and Training
1 Seminar
IIT offers seminars in its own seminar rooms, as well as in-house.‑Training on-site with the user and remote training (online) are offered. The offers are exclusively aimed at entrepreneurs.
2 fees
The seminars and training courses will be provided by IIT against payment of the fees according to the current price list. Deviating from section F.2, seminar fees are due for payment 14 days prior to the seminar taking place.
3 Deregistration
Registrations that have already been made can be cancelled free of charge up to the start of the fourth week before the seminar begins. If cancellation takes place within four weeks up to the start of the second week before the seminar begins, 50% of the seminar fee is payable. If cancellation takes place within 14 days of the start of the seminar, the full seminar fee is payable. Regardless of this, a replacement participant may be nominated.
4 Seminar cancellation
IIT reserves the right to cancel a seminar up to 14 days before the seminar begins. If a cancellation occurs after this date, any claim for damages by the registered participant shall be limited to unavoidable travel expenses incurred for participation that demonstrably cannot be cancelled.
5 speakers
IIT can have the seminars conducted by suitable speakers. There is no entitlement to a specific speaker. If an agreed speaker is unable to attend for an important reason, IIT may provide a replacement speaker of equivalent professional standing. In the case of a specifically agreed speaker, no claim for damages can be made if they are unable to attend for an important reason.
6 Seminar content
IIT owes a specific seminar content. All seminars are held in suitable training rooms at IIT or by partner companies. Otherwise, section F.3 (Liability) shall apply. This notice does not limit liability for intent, gross negligence, or damage resulting from injury to life, body, or health.
7 Further Conditions
The joint terms and conditions apply according to Section F.
D Other Services
1 Service description
IIT offers, among other things: hardware setup/configuration, software installation on provided hardware, consultation/briefing/training/organisational advice, either on-site or remotely. Unless expressly agreed as a contractual work, these services are provided as services (§§ 611 ff. BGB).
2 fees
The services will be provided against payment of fees according to the current IIT price list at the user's premises or at IIT's premises.
3 further conditions
The Joint Conditions under Section F shall apply additionally.
Hardware sale
1 Service description
The subject of the hardware purchase is the transfer of possession and ownership of hardware products. The installation of the hardware is not owed; separate agreements are required for this.
2 Place of performance and passing of risk
Hardware sales are made at IIT's registered office. Shipping to another location will be at the customer's expense and risk upon their request. The risk passes to the customer upon handover of the goods to the carrier/freight forwarder (§ 447 of the German Civil Code).
3 Due date
The agreed purchase price is due upon handover of the hardware to the user or carrier.
4 Retention of title
The delivered goods remain the property of IIT until full payment of all present and future claims arising from the ongoing business relationship (including ancillary claims) (extended retention of title).
5 Further conditions
The Joint Conditions under Section F shall apply additionally.
F General Terms and Conditions for all Contracts
1 Conclusion of the contract
The user is bound to their order for four (4) weeks from the date of signing. The contract is concluded by IIT's order confirmation in text form or by provision/delivery.
2 Payment Terms
a) All prices are exclusive of VAT at the applicable rate.
b) One-off contract payments are subject to hard‑ and software with delivery/provision, for services with performance due and payable within 14 days of receipt of the invoice without deduction.
c) Ongoing charges (e.g. software maintenance‑ (and support fees) shall be invoiced in advance, unless otherwise agreed.
3 Liability
a) IIT shall be liable without limitation in cases of intent, for damage to life, limb or health, and under the Product Liability Act.
b) In cases of gross negligence, IIT shall be liable for the damage that is typical for the contract and foreseeable. A limitation of liability with regard to the amount shall not apply in these cases.
c) In cases of simple negligence, IIT shall only be liable for breach of essential contractual obligations (cardinal obligations) and shall be limited to the damage that is typical and foreseeable under the contract.
d) Insofar as unlimited liability is not assumed above and there is no gross negligence, liability shall be limited to EUR 50,000 per claim and EUR 100,000 in total per contract year.
e) IIT shall only be liable for data loss to the extent that the damage could not have been avoided even with proper data backup by the user, appropriate to the risk.
f) Liability under the Product Liability Act, if a warranty has been assumed, or in the event of fraudulent concealment, shall remain unaffected.
g) Furthermore, liability is excluded.
4 Warranty and Limitation
a) If new hardware products sold or software provided for use are defective upon delivery, to the extent that this defect nullifies the value or usability according to the service descriptions, or significantly impairs it, the user may initially demand rectification (remedy of the defect or replacement delivery). Insignificant deviations do not establish warranty rights.
b) The user must report any defects immediately with a comprehensible error description and cooperate in the defect analysis.
c) If the rectification fails within a reasonable period or is unreasonable, the user may reduce the price or – in the case of significant defects – withdraw from the respective individual contract. For rental agreements, §§ 535 et seq. of the German Civil Code (BGB) shall apply additionally; during the significant impairment, the usage fee shall be appropriately reduced.
d) Statute of limitations: Claims for material‑ and defects in title shall become statute-barred within twelve (12) months of provision/handover. Excluded are claims due to intent, gross negligence, injury to life, body or health, and claims under the Product Liability Act.
e) No defect exists in the case of disruptions caused by incorrect operation, an unsuitable system environment, unapproved third-party software, failure to comply with specifications, or by the user's unauthorised modifications/attempts.
f) For used hardware, the warranty – in B2B‑Relationship – excluded; this does not apply in cases of fraudulent misrepresentation or where a specific quality has been warranted.
5 sub-contracts
IIT is entitled to use subcontractors to fulfil its contractual obligations, unless otherwise agreed in the order form or data processing agreement. IIT remains responsible to the user.
6 Set-off and retention
Offsetting or withholding against IIT's claims is only permissible with undisputed or legally established claims.
7 Savings Clause
Should individual provisions be or become ineffective, the effectiveness of the remaining provisions shall remain unaffected. The parties shall replace the ineffective provision with an effective one that comes closest to the economic purpose.
8 Jurisdiction and Governing Law
German law shall apply, to the exclusion of the UN Convention on Contracts for the International Sale of Goods (CISG). If the user is a merchant, a legal entity under public law, or a special fund under public law, the exclusive place of jurisdiction shall be the registered office of IIT.
Year 9
Legally relevant declarations (e.g. terminations, withdrawals) must be in text form (§ 126b BGB), unless a stricter form is prescribed by law. There are no oral collateral agreements.
10 Force Majeure
Force majeure events (e.g., natural disasters, pandemics, strikes, official orders, failure of communication networks, IIT-unforeseeable supply bottlenecks) shall entitle IIT to postpone the performance of its obligations for the duration of the impediment, plus a reasonable start-up period. Mutual performance obligations shall be suspended during this time.
11 Export Controls and Sanctions
The user observes applicable export‑/Reply‑Export‑ and sanctions regulations. IIT may refuse to provide services if doing so would violate these.
The General Data Protection Regulation (GDPR)
IIT processes the user's personal data exclusively for the initiation, execution and processing of contracts and for maintaining the business relationship.
b) Insofar as IIT processes personal data on behalf of the user (e.g. within the scope of support/remote maintenance), the parties shall conclude a separate contract for order processing in accordance with Art. 28 GDPR before commencing processing. IIT shall implement appropriate technical and organisational measures (Art. 32 GDPR).
c) Further information, particularly regarding data subject rights, retention periods, and contact details, can be found in IIT's privacy policy. Data subject rights (Art. 15-21 GDPR) can be addressed to the contact address mentioned in section J.
d) Where the processing of personal data in countries outside the European Union or the European Economic Area is required within the scope of support, software maintenance or remote access services, IIT shall ensure appropriate safeguards – in particular on the basis of the EU Standard Contractual Clauses pursuant to Decision (EU) 2021/914 and a Transfer Impact Assessment (TIA) in accordance with EDPB Recommendations 01/2020 – and, where relevant, supplementary technical/organisational measures; alternatively, on the basis of an adequacy decision by the European Commission.
e) The user ensures that decisions based on AI outputs are not exclusively automated (Article 22 GDPR). If, in exceptional cases, decisions are exclusively automated, the user bears the legal responsibility (legal basis under Article 22(2) GDPR, appropriate safeguards with „meaningful human involvement“, informing data subjects, and where applicable, a data protection impact assessment).
Deployment of AI functions (EU AI Act)
a) To the extent that Software provided by IIT contains functionalities that can be classified as Artificial Intelligence systems within the meaning of the Regulation (EU) on Artificial Intelligence (EU AI Act), these shall be used exclusively to support operational processes and shall not replace the user's independent decisions.
b) The software is not designed as a high-risk AI system as defined by the EU AI Act, unless this is expressly stated in the order form or service description.
c) Insofar as AI functions generate synthetic content or modify it significantly, IIT shall ensure that outputs are marked as AI-generated in a machine-readable format to the legally required extent; the user will receive technical instructions on this. The user shall retain this marking when using/passing on the output. Systems for interacting with individuals shall be designed to clearly indicate that they are AI. Emotion recognition/biometric categorisation shall be made transparent to the data subject, insofar as legally permissible.
d) The user is obliged not to use AI functions under prohibited constellations according to Art. 5 of the EU AI Act with the use of the software (inter alia social scoring, inadmissible manipulative practices, certain biometric applications).
e) The user remains solely responsible for the lawful use of the software, particularly for compliance with industry-specific or legal requirements when using AI-generated outputs.
f) IIT does not guarantee that results generated by AI-powered functions are complete, error-free, or suitable for a specific purpose in every individual case.
g) The use of AI-supported functions follows the principle of human control (“Human-in-the-Loop”); the software does not make solely automated decisions within the meaning of Article 22 GDPR.
h) Insofar as the EU AI Act provides for transparency, information, or participation obligations, IIT shall fulfil these to the extent required by law.
i) The software is not intended for uses that would be classified as high-risk applications (Annex III) under Regulation (EU) 2024/1689. The user will not use the software in such scenarios. If such use occurs contrary to this provision, the user bears sole responsibility for compliance with all resulting regulatory obligations. Should a supervisory authority classify a use as high-risk, the parties will cooperate to an appropriate extent; IIT's main performance obligations remain unaffected.
Changes to General Terms and Conditions (B2B reservation of amendment)
IIT may amend these T&Cs with future effect if there are objective reasons (e.g., changes in the law, product modifications). Amendments will be announced in text form with a notice period of 6 weeks. Amendments will not affect the main performance obligations. If the user does not object within the notice period, the amendments are deemed to have been accepted; IIT will point this out in the notification. If the user objects within the notice period, IIT may terminate the affected contract extraordinarily upon the amendments becoming effective.
Impressum / Provider identification (§ 5 DDG, § 18 MStV)
IIT Society for Innovative Information‑Techniken Ltd
Address: Im Ermlisgrund 6, 76337 Waldbronn
Telephone: +49 7243 57990
E‑info@iit-gmbh.de
Authorised managing directors: Ralph Grobert, Thomas Scheer
Register Court: Mannheim Local Court, HRB 361969 VAT ID‑Identification number: DE155613894 Company seat: 76337 Waldbronn, Germany
