General terms and conditions

These General Terms and Conditions (GTC) apply to all contracts, deliveries and other services between AURONIQ ROBOTICS GmbH (hereinafter "AURONIQ") and its customers.

The offer of AURONIQ is aimed exclusively at entrepreneurs within the meaning of § 14 BGB. Contracts with consumers within the meaning of § 13 BGB are not concluded.

Deviating, opposing or supplementary terms and conditions of the customer do not apply, unless AURONIQ expressly agrees in writing to their validity.

These GTC apply in addition to all contract models of AURONIQ, in particular for robotics-as-a-service services (RaaS), rental, use and leasing models for robotics systems, software-as-a-service services (SaaS), platform and cloud services, operation of digital twins and virtual simulation environments as well as service level agreements (SLA) in the sense of maintenance, operation and support services.

As part of its RaaS model, AURONIQ provides comprehensive services for robotics and automation solutions. The services shall include in particular activities in the following areas:

SaaS solutions and digital twins are used for simulation, analysis, optimization and decision support. They do not replace real testing, acceptance, safety assessment or regulatory approval of physical systems unless otherwise expressly agreed in writing.

The specific scope of services results exclusively from the respective offer, contract or the service description of AURONIQ.

AURONIQ is entitled to use qualified third-party companies to fulfil the contract.

A certain economic or operational success is not owed, unless expressly agreed in writing.

Offers from AURONIQ are non-binding and non-binding unless they are expressly designated as binding.

A contract is only concluded through:

All prices are net plus the applicable statutory sales tax.

Invoices are due for payment within 14 calendar days from the invoice date without deduction, unless otherwise agreed.

In the event of late payment, AURONIQ is entitled to demand default interest at the statutory level in accordance with § 288 BGB.

AURONIQ is entitled to withhold services until full payment.

In the case of RaaS services, the agreed fees are billed regularly, in particular monthly, in advance. The remuneration models defined in the respective contract are decisive.

AURONIQ is entitled to adjust current fees at its reasonable discretion, provided that cost components change significantly. Price adjustments shall be announced at least six weeks before they take effect.

Delivery and performance periods are only binding if they have been expressly confirmed in writing.

Delays due to force majeure or unforeseeable events extend the deadlines appropriately.

Operational or availability specifications do not constitute guaranteed characteristics unless they have been expressly agreed as binding service levels.

The customer undertakes to provide all information, accesses and cooperation required for the provision of services in full and in good time.

The customer ensures that all technical, organizational and infrastructural requirements for the operation of the robotics and automation solutions are met during the entire contract period. These include in particular:

The customer undertakes to use the robotics and automation solutions exclusively:

to operate. Changes to hardware or software, bypassing security devices or arbitrary configuration changes are not permitted.

The customer is responsible for compliance with all labor, operational, safety and environmental regulations at the site of use of robotics and automation solutions. This includes in particular:

As part of the RaaS model, the customer is responsible for the ongoing operational operation in his environment, unless this is expressly agreed as a service of AURONIQ. In particular, the customer shall:

The customer shall ensure that AURONIQ receives access to the relevant systems, interfaces, data and platforms where necessary for the fulfilment of the agreed RaaS services. This also includes remote access, telemetry, log and diagnostic data, as far as data protection law permits and contractually agreed.

Delays, additional costs, restrictions on the provision of services or damages resulting from a breach of the obligations to cooperate are exclusively at the expense of the customer. AURONIQ is not liable for damages or failures resulting from:

are due.

Delivered goods, systems and components remain the property of AURONIQ until full payment of all claims arising from the respective business relationship (property reservation), provided that they are purchase or contractual services.

Within the framework of the RaaS model, in particular in the case of use-based contract drafting, all robotics, automation, hardware, software, AI, platform, peripheral and system components, including digital twins, configurations, operating parameters, control logics and associated data, remain fully owned by AURONIQ or its licensors, unless expressly agreed otherwise in writing. For the duration of the contract, the customer exclusively receives a simple, non-transferable and non-sublicensable right of use to the contractually agreed extent.

The customer is not entitled to use all systems or components in the scope of RaaS services:

After termination of the RaaS contract period, for whatever legal reason, AURONIQ is entitled and obliged to take the robotics and automation solutions provided completely out of service and to dismantle them professionally. Dismantling shall include in particular:

The customer is obliged to grant AURONIQ unrestricted access to the locations, systems, interfaces and infrastructures for the purpose of dismantling and to provide all necessary cooperative actions in good time. The dismantling takes place, unless expressly agreed otherwise, at the expense of AURONIQ. However, the customer shall bear the risk and any additional costs, delays or damages insofar as they relate to:

are due.

Further disclosure, dismantling, compensation or compensation claims of the customer do not exist, unless expressly agreed otherwise in writing.

For purchase or work contractual services, the statutory warranty rights apply, unless otherwise regulated below.

As part of RaaS services, AURONIQ owes the contractual provision and the agreed operation during the contract period, but not the achievement of certain economic, productive, qualitative or operational results.

The warranty for RaaS services is limited to the fact that the systems and services provided essentially correspond to the contractually agreed service description. A guarantee for uninterrupted availability, certain reaction times or performance indicators exists only if these have been expressly and in writing agreed as binding SLAs.

No warranty claim exists in particular in the case of defects, faults or deviations that are due to:

The customer is obliged to immediately report recognizable defects or faults in writing and to provide AURONIQ with the access and information required for defect analysis and correction. If the customer omits the proper notification, warranty claims are excluded in this respect.

As part of RaaS services, the defect elimination is carried out at the choice of AURONIQ by:

There is no entitlement to exchange for new systems or to permanent transfer.

The warranty for RaaS services is limited in time to the respective contract period. After the end of the contract, there are no longer any warranty or subsequent performance claims, in particular with regard to dismantled, deactivated or dismantled systems according to § 7.

AURONIQ is liable without limitation for intent, gross negligence and injury to life, body or health.

In the event of simple negligence, AURONIQ shall be liable only in the event of breach of essential contractual obligations (cardinal obligations). In this case, liability is limited to the contractually typical, foreseeable damage. Essential contractual obligations are those whose fulfilment enables the proper execution of the contract in the first place and on whose compliance the customer can regularly rely.

As part of RaaS services, AURONIQ assumes no liability for:

AURONIQ is not liable for damages or disruptions caused by:

As far as AURONIQ provides software, AI, SaaS, platform or digital twin services within the RaaS operating model, these are supporting, data- and model-based systems. AURONIQ assumes no liability for the fact that these systems provide error-free, complete or reproducible results at any time.

As far as legally permissible, AURONIQ’s liability is limited in total to the total compensation paid by the customer in the respective contract year. This limitation of liability does not apply in the event of intent, gross negligence or injury to life, body or health.

A strict liability, in particular a guarantee or quality liability, exists only if this has been expressly assumed in writing.

Claims under the Product Liability Act as well as mandatory legal liability remain unaffected.

All services, documentation, data models and content provided by AURONIQ are subject to copyright and intellectual property rights.

As part of the RaaS scope of services, the customer will exclusively receive a simple, non-transferable and non-sublicensable right of use to the contractually agreed extent for the duration of the contract.

Any further use, in particular reproduction, processing, reverse engineering, decompilation or transfer to third parties, is inadmissible.

All rights to further developments, updates and data models remain with AURONIQ.

The parties undertake to keep all confidential information obtained in connection with the contractual relationship strictly confidential and to use it exclusively for the performance and execution of the contract.

Confidential information may only be made available to third parties if this is necessary for the performance of the contract or if there is a legal obligation.

The confidentiality obligation also applies beyond the termination of the contractual relationship.

The parties observe the applicable data protection regulations, in particular the General Data Protection Regulation (GDPR).

Insofar as AURONIQ processes personal data on behalf of the customer within the framework of the provision of services, the parties conclude a separate order processing contract in accordance with Art. 28 GDPR.

AURONIQ is entitled to process technical operating, usage, telemetry and diagnostic data as far as this is necessary for the operation, security, optimization, maintenance or further development of the services and no personal data is affected.

The contract term results from the respective contract or offer.

Contracts under the RaaS model are concluded regularly for a fixed minimum term. An ordinary termination before the expiry of the minimum term is excluded, unless expressly agreed otherwise.

The right to extraordinary termination for an important reason remains unaffected. An important reason is in particular:

After termination of the contract, the regulations on dismantling, termination of use and property in accordance with § 7 in particular continue to apply.

The law of the Federal Republic of Germany applies exclusively to the exclusion of the UN Sales Law (CISG).

The place of jurisdiction is the seat of AURONIQ.

Amendments and additions to these GTC require the written form to be effective. This also applies to the cancellation of this written form requirement.

Should individual provisions of these GTC be or become completely or partially ineffective, the effectiveness of the other provisions shall remain unaffected. The Parties undertake to replace the ineffective provision by an effective regulation which is closest to the economic purpose.

There are no side agreements.