WOODS Consulting General Terms and Conditions

1. Quote Validity / Amendments / Errors

All quotes remain subject to change. Amendments and errors are reserved.

2. Travel and Lodging Costs

Unless otherwise agreed upon, the following arrangement is in place:

• Travel and lodging costs, along with any extraordinary meal expenses, will be paid by the customer.
• For all travel to and from the customer site by employees of WOODS Consulting who are part of a project:
  • €0.60 will be charged per kilometer for vehicle travel.
  • Train travel and extraordinary meal expenses will be billed according to the legal blanket allowance (per person) upon presentation of receipts.
  • In addition to the daily rate, the customer will be billed €60/hour per employee for travel time unless the employee spends 8 hours or more on-site.

3. General Terms for Providing Services; Appointments

3.1 Approval

If WOODS Consulting performs work, the customer is obligated to approve the rendered effort as stated on the action report immediately. WOODS Consulting reserves the right to partial acceptance. Ten days after the action report or partial acceptance has been issued, they are deemed approved by the customer.

3.1.1 Refusing Approval

The customer may refuse approval only if the work performed by WOODS Consulting renders the service unusable or unreasonably limited. The following defect classifications apply:

• Defect Class 1: Errors that prevent practical or economically viable use.
• Defect Class 2: Errors that do not prevent completion of the performance test. These errors will be resolved during the performance test period.
• Defect Class 3: Errors with little or no impact on practical use.

Defect classification will be determined amicably between WOODS Consulting and the customer. Errors in Defect Classes 2 and 3 will be fixed under warranty according to a customer-approved timetable. Errors in Defect Class 1 are deemed “serious,” while Classes 2 and 3 are deemed “insignificant.”

3.1.2 Exclusion of Accountability for Third-Party Hardware and Software

Approval cannot be denied for errors in third-party hardware or software not provided under this contract or for operating errors not caused by WOODS Consulting.

3.2 Contact Person

Before the start of a project, the customer must designate a dedicated contact person. This individual is responsible for establishing contact with relevant experts and other involved persons. The contact person must have authority to make necessary decisions on behalf of the customer and function as the authorized receiving agent.

3.3 Obligation to Cooperate

The customer must provide WOODS Consulting with the necessary working environment (e.g., system capacity, computers, rooms, phone and network access) free of charge and ensure it remains operational. Additional obligations may be outlined in the quote. WOODS Consulting’s ability to provide services depends on the customer’s timely fulfillment of their obligations. Delays or additional workload caused by the customer’s failure to meet these obligations may result in adjustments to the project’s timetable, workload, and pricing.

3.4 Terms of Payment

• Additional Services: Payments for travel and lodging costs are due immediately upon invoicing.
• Delay of Payment: All payments are due immediately upon delivery of the invoice.
• Service Times: Services are provided within 8 hours per working day (Monday through Friday) between 8:00 AM and 8:00 PM.

If services are required outside regular working hours and the circumstances are not caused by WOODS Consulting (e.g., project delays), the following premiums apply:

4. WOODS Consulting Software Subscription

4.1 Contract Term

The initial term for WOODS Consulting software subscriptions is 12 months from the conclusion of the contract. The term is automatically extended by 12 months unless terminated in writing at least three months before the end of the subscription period.

4.2 License Adjustments

• License increases can occur at any time after consultation.
• License reductions are permitted only up to three months before the end of each subscription period.

4.3 Payment Terms

Payments are made monthly in advance. Discounts are offered for prepayments:

• 10% for 12-month prepayment
• 5% for 6-month prepayment

5. Reference Agreement

The customer agrees to act as an active reference for WOODS Consulting.

6. Liability for Defects

The limitation period for defect claims is 12 months from service provision or approval of work. This does not apply to cases of willful intent, gross negligence, fraudulent concealment, or a guarantee of quality.

The customer must report defects in writing with sufficient detail to facilitate their identification. WOODS Consulting will rectify proven defects according to their urgency and impact on operations. Liability is excluded for defects caused by unauthorized modifications by the customer or third parties.

7. Liability and Compensation

WOODS Consulting is fully liable only for damages caused intentionally. For gross negligence or breach of guaranteed conditions, liability is limited to predictable damages. Liability for mild negligence applies only for breaches of cardinal obligations and is limited to predictable damages up to a maximum of €60,000 per case. Liability for lost profits is excluded.

The customer must back up data regularly, at least once daily. Failure to do so constitutes contributory negligence.

8. Jurisdiction

The place of jurisdiction is Würzburg.

Note: This document has been translated into English. In case of discrepancies, the original German version shall prevail.