General Terms and Conditions

Scope & Form

1. These General Terms and Conditions (“GTC”) apply to all business relationships between IFRIC UG (“IFIRC”) and its customers (“Customer”). These GTC apply only if the Customer is anmentrepreneur (§ 14 BGB), a legal entity under public law, or a special fund under public law.
2. The contractual relationship between the parties is, unless expressly agreed otherwise, governed by the aw of contracts for services. Unless otherwise agreed, the GTC in force at the time of the Customer’s order or, at any rate, the most recently communicated version in text form, shall also apply as a framework agreement for future similar contracts, without the need to refer to them again in each individual case.
3. These GTC apply exclusively. Deviating, opposing, or supplementary general terms and conditions of the Customer will only become part of the contract if IFRIC has expressly agreed to their validity. This requirement for consent applies in any case, for example, even if IFRIC, knowing of the Customer’s terms and conditions, unconditionally delivers to the Customer.
4. In individual cases, individual agreements made with the Customer (including side agreements, supplements, and amendments) take precedence over these GTC. The content of such agreements is subject to written confirmation by IFRIC unless proven otherwise.
5. Legally significant declarations and notifications by the Customer in relation to the contract (e.g., setting deadlines, reporting defects, withdrawal or reduction) must be made in written or text form (e.g., letter, email, fax). Statutory form requirements and further evidence, particularly in cases of doubt regarding the legitimacy of the declarant, remain unaffected.
6. All offers from IFRIC are non-binding and subject to change. This also applies if catalogs, technical documentation, other product descriptions, or documents – including those in electronic form – are provided to the Customer.

Subject Matter of the Contract and Services

1. The subject matter of the contract is the temporary provision of the IFRIC platform, as defined below, and associated services, also defined below, by IFRIC for the Customer’s use via a data connection for a fee.
2. The IFRIC platform enables companies to create digital product passports (DPPs) for their products. Each digital product passport is assigned a Global Unique ID, which uniquely identifies the product and can be used in Industry 4.0 data spaces to ensure the digital identity of the products.
3. Optionally, companies can request certification of the digital product passports or the company itself. These certificates, which verify the authenticity of the digital product passports, are stored on the blockchain and are publicly accessible. Certification is a separate service and incurs an additional fee.
4. The application range and functional scope of the platform, as well as the technical and organizational requirements for its use (e.g., required bandwidth for data transmission), are defined in more detail at www.ifric.org/specs (“Specifications”). IFRIC provides the platform via the internet, and the Customer’s use is limited to the rights stipulated in the contract. Other exploitation activities, particularly the use by or for third parties without IFRIC’s explicit written consent, are not permitted.
5. The copyright, patent rights, trademarks, and all other intellectual property rights in the platform and the content provided or made accessible by IFRIC are the exclusive property of IFRIC. Modifications, deletions, or suppression of copyright notices, trademarks, and product markings are prohibited.
6. Customization or expansion of the platform tailored to the Customer’s individual needs is not part of this contract but can be agreed upon separately for a fee. This includes the integration of the Customer’s ERP systems. If no interface exists between the Customer’s ERP system and IFRIC, IFRIC offers the development of such an interface for an additional fee.
7. IFRIC reserves the right to update and further develop the platform at any time, particularly due to legal changes, technical developments, or improvements in IT security. IFRIC will appropriately consider the Customer’s legitimate interests and announce necessary updates in a timely manner. If the Customer’s interests are significantly impaired, they have the right to terminate the contract early.
8. Unless otherwise agreed, IFRIC provides the Customer with a user manual as online help or as a PDF manual. Further documentation, training, or orientation services must be agreed upon separately and compensated.
9. The Customer will receive the necessary access credentials (username and password) for using the platform, which must not be shared with third parties.
10. IFRIC will conduct regular maintenance on the platform and inform the Customer in advance of planned maintenance. Maintenance is generally conducted outside the Customer’s business hours, unless urgent reasons require immediate maintenance.

Support

IFRIC provides a support service for customer inquiries related to the functionality of the software. Inquiries can be submitted via email or through the IFRIC platform. They will be handled in the order they are received.

Customer’s Obligations

1. For the use of the IFRIC platform, it is necessary for the Customer to provide all data required for the creation and certification of digital product passports in a timely manner and in an appropriate format. This includes, in particular, product information and company data necessary for the creation and authentication of the digital product passport and verification of the digital identity. Should the Customer be unable to provide the necessary data, IFRIC offers to assist, for a fee, or collect the data based on a separate agreement.
2. The Customer must protect the access credentials to the IFRIC platform from unauthorized access by third parties and ensure that usage is limited to the contractually agreed scope. Unauthorized access must be reported to IFRIC immediately.
3. The Customer is responsible for providing a functional IT infrastructure that meets the technical requirements of the IFRIC platform, particularly regarding data transmission and the integration of their ERP system if an interface is planned. If the Customer’s ERP system does not yet have an interface to the IFRIC platform, IFRIC can create one for a fee, based on a separate agreement.
4. The Customer is responsible for protecting their IT system and the systems connected to the IFRIC platform from viruses, malware, and unauthorized access, and must take appropriate measures (e.g., firewalls, virus protection) to meet current technical standards. The use of the IFRIC platform on unsecured or private devices is prohibited.
5. The Customer is responsible for conducting regular and appropriate data backups to prevent the loss of data in connection with the use of the IFRIC platform.

Fees, Due Date, and Default

1. The fee for the use of the IFRIC platform is determined by the applicable subscription tiers (“Tiers”), which are outlined in the current price list from IFRIC, and, unless otherwise agreed, are subject to the applicable statutory VAT. Billing is done monthly, depending on the selected subscription.
2. The IFRIC platform offers several subscription tiers, including:
   1. A free tier (“Basic Tier”), where the customer can use 1 GB of storage and create up to 10 product models. This tier includes up to 10 DPP certificates per month.
   2. A paid tier (“Premium Tier”), which provides the customer with up to 100 product models, 100 GB of storage space, and 250 certificates that can be created monthly. ERP system integration is also included.
   3. A paid tier (“Enterprise Tier”), which provides the customer with an unlimited number of product models, 500 GB of storage space, and 1,000 certificates that can be created monthly. It also includes the issuance of a company certificate and ERP system integration.
3. Additional certificates or storage space can be purchased for a fee.
4. Unused certificates do not expire as long as the paid subscription is active and can be transferred to the next month. However, if the subscription is canceled, all unused certificates will expire at the end of the contract period.
5. The monthly fee is due in advance for the respective month on the 3rd business day of each month. In the first month of use, the fee becomes due upon the full provision of the IFRIC platform.
6. In the event of late payment, default interest of nine percent (9%) above the applicable base interest rate will apply.

‍Adjustment of Fees and Services

1. IFRIC reserves the right to change the prices for the use of the platform and the scope of services of the respective subscription tiers at any time in response to market changes, technical developments, or other significant circumstances.
2. Changes to prices or the scope of services will be communicated to the customer in writing or by email at least six (6) weeks before they take effect. If the customer does not object to the price change within four (4) weeks of receiving the notification, the change is considered accepted.
3. In the event of an objection, the customer has the right to terminate the contract at the time the price change or service adjustment takes effect.
4. IFRIC will reasonably consider the legitimate interests of customers in adjustments and ensure that significant reductions in the scope of services are excluded unless they are imperative (e.g., due to legal requirements, technical developments, or market changes).

‍Contract Duration and Termination

1. The contract term is determined by the parties’ agreements. If the parties do not agree on a specific term, contracts are concluded for an indefinite period and can be terminated by either party with two weeks’ notice at the end of the month. (Which notice periods should apply?)
2. The right to immediate termination for good cause remains unaffected.
3. Ordinary termination can be made via the user account. Extraordinary termination must always be in writing.
4. After termination of the contract, the customer can request the release of customer data stored on IFRIC’s servers up to 30 days after the termination of the contract. IFRIC points out that after this period, the data may be deleted, anonymized, or pseudonymized in compliance with data protection regulations.

Maintenance

1. IFRIC guarantees the maintenance of the contractually agreed condition of the platform during the contract term and ensures that no third-party rights conflict with the contractual use of the platform. IFRIC will remedy any material or legal defects of the rented object within a reasonable time. IFRIC meets its obligation to remedy defects by providing updates with an automatic installation routine for download on its homepage and offering the customer support to resolve any installation problems.
2. The customer is obliged to notify IFRIC in writing of any defects in the platform immediately after their discovery. In the case of material defects, this should include a description of the time the defects occurred and the circumstances.
3. The maintenance obligation does not cover disruptions or damages caused by the customer’s hardware or network infrastructure.
4. The warranty for only minor impairments of the usability of the service is excluded. The strict liability according to § 536a(1) BGB for defects existing at the time of contract conclusion is excluded.

Liability and Indemnification

1. The use of the IFRIC platform within the free tier is free of charge, and IFRIC’s liability is governed by donation law. Therefore, IFRIC is only liable for intent and gross negligence. In cases of gross negligence, liability for indirect and consequential damages (especially operational interruptions, production stoppages, lost profits, and wasted expenses) is excluded.
2. For paid subscription tiers (Premium and Enterprise), IFRIC’s liability is subject to the following provisions:
   1. IFRIC is fully liable for damages caused intentionally or by gross negligence by IFRIC, its legal representatives, or executive employees, as well as for intentionally caused damages by other agents.
   2. IFRIC is fully liable for damages caused intentionally or negligently resulting from injury to life, body, or health by IFRIC, its legal representatives, or agents.
   3. IFRIC is liable for damages due to missing warranted characteristics up to the amount covered by the warranty and foreseeable by IFRIC when the warranty was given.
   4. IFRIC is liable for product liability damages according to the provisions of the Product Liability Act.
   5. IFRIC is liable for the violation of essential contractual obligations (cardinal obligations) by IFRIC, its legal representatives, or agents. Cardinal obligations are the essential duties that form the basis of the contract and on which the customer can rely. In cases of slight negligence, liability is limited to typical and foreseeable damages.
   6. IFRIC’s liability for damages arising from the violation of data protection regulations is governed by statutory provisions.
3. 1. In Premium and Enterprise subscriptions, IFRIC assumes no liability for damages caused by improper use of the platform, incorrect data entry, or faulty integration of third-party software (e.g., ERP systems), unless IFRIC caused these damages through gross negligence or intent.
   2. IFRIC’s liability for the loss of data is limited to the amount required for the restoration of lost data with proper and regular data backups by the customer. This limitation does not apply in cases of gross negligence or intent by IFRIC.
4. If the IFRIC platform integrates services or functions from third-party providers (e.g., ERP integrations), IFRIC assumes no liability for the availability, functionality, or freedom from defects of these services, unless IFRIC has negligently or intentionally implemented these integrations incorrectly.
5. The customer indemnifies IFRIC against all third-party claims arising from illegal use of the platform by the customer. This applies particularly to claims resulting from copyright, data protection, or competition law violations.

Security Measures and Audit Rights

1. The customer is obligated to protect the IFRIC platform and the access credentials for online access from unauthorized third parties by taking appropriate technical and organizational measures. This includes, in particular, keeping access credentials in a secure place, using secure passwords, and complying with IFRIC’s IT security guidelines. The customer may not share access credentials with unauthorized third parties or use the platform in a way that violates the contractual agreements. This applies to all subscription tiers, whether free or paid.
2. IFRIC has the right to verify the proper and contractual use of the platform by the customer. In particular, it may check whether the customer is using the platform within the qualitative and quantitative scope of the acquired subscription tier. For this purpose, the customer will, upon request, provide IFRIC with information, make relevant documents and records available, and grant access to the hardware and software environment. IFRIC may carry out the audit itself or have it conducted by a third party bound to confidentiality, such as an auditing firm. If an audit reveals that the platform has been used beyond the agreed scope (e.g., exceeding storage limits, creating additional product certificates or models) by more than 5% or otherwise in breach of contract, the customer will bear the cost of the audit. Otherwise, IFRIC will cover the costs.
3. If the customer violates the aforementioned provisions, all usage rights granted under this contract will immediately become invalid and revert to IFRIC. In this case, the customer is obligated to cease using the platform immediately and entirely, and to pay any additional fees for non-contractual use. IFRIC reserves the right to claim further damages.
4. Both parties agree to comply with all applicable legal provisions, including data protection laws and official regulations. Any necessary permits for the provision of services must be obtained in a timely manner, and any required notifications to authorities must be made by the responsible party.

Confidential Information

1. The parties acknowledge that they may come into contact with each other’s confidential information while using the IFRIC platform. Confidential information includes, but is not limited to, research and development information, product and business plans, technical product data, certificates, and any information not publicly available that could adversely affect the disclosing party if revealed.
2. Both parties commit to treating confidential information received during and after the contract term as confidential and not disclosing or using it without the express consent of the disclosing party, unless necessary for fulfilling the contract. This obligation remains in effect for the duration of the contract and for two (2) years after its termination. All confidential information remains the property of the disclosing party.
3. The obligation of confidentiality does not apply to information:
   • Already known to the receiving party or publicly accessible before it was disclosed by the disclosing party;
   • Publicly known or accessible without breach of this contract;
   • Required to be disclosed by law, regulation, or court order.
   In the case of mandatory disclosure, the receiving party agrees to notify the disclosing party immediately, provided such notification is legally permitted.
4. Upon termination of the agreement, the receiving party agrees to promptly return or destroy all materials containing confidential information unless required to retain them by law. This applies to all physical or digital materials, including but not limited to documents, records, software, or other materials in any format.

Customer Data and Data Protection

1. In the course of using the IFRIC platform and providing contractual services, personal data of the customer or its users may be processed. IFRIC ensures compliance with the applicable data protection regulations, particularly the GDPR, when collecting, processing, and using this data.
2. Personal data will only be collected, processed, and used to the extent necessary for the fulfillment of the contractual relationship. This may include, but is not limited to, the use of customer data for the provision of digital product models, certificates, and ERP integrations. IFRIC processes personal data according to the customer’s instructions and will inform the customer if any instruction appears to violate data protection regulations.
3. Where consent is required for the execution of the contractual relationship, IFRIC will obtain this in advance. If data processing is carried out on behalf of the customer, the parties will enter into a data processing agreement in accordance with Art. 28 GDPR. The customer remains the data controller under data protection law, and IFRIC acts as the processor.
4. Personal data collected during the contractual relationship will only be retained as long as necessary to fulfill contractual obligations or as required by legal retention periods. After these periods, the data will be deleted or anonymized unless further processing is legally permissible.
5. Customers and users have the right to request information about their stored personal data, as well as its correction, deletion, or restriction of processing at any time. These rights may be exercised according to legal provisions, and IFRIC commits to responding promptly to such requests.
6. IFRIC takes technical and organizational measures to protect the personal data of its customers and users from unauthorized access, loss, or manipulation. These measures are regularly reviewed and adjusted to reflect the state of the art.

Force Majeure

1. If and for as long as a force majeure event (“Force Majeure”) occurs, both parties are temporarily released from their contractual obligations, including the provision of the IFRIC platform and related services. This applies for the duration of the event’s effects.
2. Force Majeure refers to an external, unforeseeable, and uncontrollable event that the parties cannot prevent even with the utmost care. This includes, in particular, natural disasters (such as earthquakes, floods), government actions, strikes, war, terrorist attacks, cyber-attacks, failures of internet infrastructure, or other unpredictable and unavoidable events beyond the parties’ control.
3. If a Force Majeure event lasts continuously for more than three months and no mutual adjustment of the contract is possible, both parties have the right to terminate the contract without notice. In this case, any fees paid in advance for services not rendered due to the Force Majeure event will be refunded proportionately.
4. The party affected by a Force Majeure event must notify the other party immediately in writing or electronically of the occurrence and expected duration of the event.

Final Provisions

1. For all disputes arising from or related to this contract, the exclusive place of jurisdiction is the location of IFRIC’s headquarters, provided the customer is a merchant, a legal entity under public law, or a public-law special fund. Mandatory legal provisions regarding exclusive jurisdictions remain unaffected. This contract is governed solely by the laws of the Federal Republic of Germany. The UN Convention on Contracts for the International Sale of Goods (CISG) is excluded.
2. IFRIC may amend these General Terms and Conditions for objectively justified reasons (e.g., changes in case law, legal requirements, or market conditions) with reasonable notice. Customers will be informed of planned changes via email at least two weeks before they take effect. If the customer does not object within the specified period, the changes are considered accepted. In the event of an objection, IFRIC reserves the right to terminate the contract at the time the change takes effect. Customers will be informed of the consequences of their objection or lack thereof in the change notification.
3. If any provision of these General Terms and Conditions is invalid or becomes invalid, the validity of the remaining provisions shall remain unaffected. The parties commit to replacing the invalid provision with one that comes as close as possible to the economic purpose of the invalid provision.
4. The customer will assist IFRIC to the best of their ability in fulfilling the contract, particularly by providing all necessary information and data in a timely manner. Delays caused by the customer’s lack of cooperation entitle IFRIC to adjust the contractual services or deadlines accordingly.
5. The customer is not entitled to transfer rights and obligations from this contract to third parties without IFRIC’s prior written consent. IFRIC reserves the right to transfer the contract with the customer to an affiliated company.