Terms and conditions

This is a courtesy translation of the General Terms and Conditions (Allgemeine Geschäftsbedingungen) of IQstruct Engineering GmbH. The German version at /agb/ is the binding one; in case of any discrepancy the German version prevails.

Section 1 Scope

These terms apply to all deliveries and services of IQstruct Engineering GmbH (IQstruct Engineering) in software development and licensing, virtual and real commissioning, automation, industrial IoT, IT infrastructure, IT and OT security, artificial intelligence integration, technical project management, consulting, training, and the sale of hardware and components.

They apply exclusively to entrepreneurs within section 14 of the German Civil Code (BGB), legal entities under public law and special funds under public law (section 310 (1) BGB). IQstruct Engineering does not conclude contracts with consumers.

The version identified in the offer and made available to the customer before conclusion of the contract applies. Individual agreements take precedence. The customer's terms become part of the contract only if their application is agreed; performance without reservation alone does not constitute IQstruct Engineering's consent to differing terms.

Section 2 Offer and conclusion of contract

Offers are non-binding unless they state a binding period. A contract is concluded when IQstruct Engineering confirms the order in text form or starts performing an order placed by the customer.

Statements on the website, in presentations and in data sheets describe the service. A guarantee is assumed only if expressly agreed; agreed characteristics and statutory rights remain unaffected. Side agreements and amendments should be documented in text form for evidential purposes. Individual agreements retain precedence.

Section 3 Scope of services, changes and subcontractors

The scope of services and agreed results follow from the contract including its annexes. Statutory ancillary obligations remain unaffected. The offer specifies whether a particular result or an activity is owed.

Changes should be documented in text form. Before starting changed services, IQstruct Engineering explains their effects on remuneration and deadlines. The parties agree the change and these effects before IQstruct Engineering performs it. Individual agreements and statutory rights to changes remain unaffected.

IQstruct Engineering may use carefully selected subcontractors for all or part of the services. IQstruct Engineering is liable for them as for its own vicarious agents and binds them to confidentiality under section 16. The requirements for subprocessors under section 18 remain unaffected.

Section 4 Remuneration and payment

The prices in the offer apply plus the VAT legally due. Travel time, travel expenses and daily allowances are paid on the terms agreed in the offer. If no such terms have been agreed, the parties clarify payment before those costs arise.

For billing based on time spent, IQstruct Engineering provides records of the nature and extent of work. Silence in response to a record constitutes neither acceptance nor an extension of the order nor a waiver of objections to remuneration.

Payments on account are agreed in the offer. Unless otherwise agreed, statutory requirements for payments on account and payment becoming due apply to contracts for work. Ongoing services are invoiced monthly unless otherwise agreed.

Invoices are payable without deduction within 14 days of receipt, but not before statutory or agreed conditions for payment becoming due have been met. In default, the customer owes interest of nine percentage points above the base rate (section 288 (2) BGB) and the lump sum under section 288 (5) BGB. Further claims remain unaffected.

Set-off is permitted with claims that are undisputed, acknowledged by IQstruct Engineering or established by final judgment, and with counterclaims from the same contractual relationship. The customer may exercise a right of retention if its counterclaim arises from the same contractual relationship.

Section 5 Price adjustment

Agreed fixed prices or remuneration rates apply to individual projects. For continuing contracts, price changes require a separate agreement specifying cost categories, their weighting, the calculation and the notice period. Cost increases and decreases are taken into account using the same method. Changes to the scope of services under section 3 remain unaffected.

Section 6 Cooperation of the customer

The customer names a contact person who can take decisions and provides the documents, data, access, workplaces, systems and computing time required for the service in good time, completely and correctly, insofar as IQstruct Engineering does not owe them.

The customer is responsible for backing up the data of its systems unless IQstruct Engineering has expressly taken this over.

If the service is delayed because cooperation is lacking, deadlines are extended by the period of the delay plus a reasonable restart period. Additional effort is remunerated on a time and material basis.

Section 7 Deadlines and force majeure

Deadlines and conditions for starting work are set out in the contract. Delays due to missing customer cooperation are governed by section 6 insofar as the cooperation is required for the relevant service and its absence causes the delay.

If IQstruct Engineering misses a binding deadline, the customer sets an additional period reasonable in the circumstances where required by law. Statutory cases in which no additional period is necessary remain unaffected. Withdrawal and termination are governed by statutory requirements; damages are governed by section 11.

Force majeure requires an external event outside the affected party's sphere of responsibility that cannot be avoided even with reasonable precautions. Deadlines are extended only to the extent of the resulting impediment. Supplier failures qualify only if these requirements are met and reasonable alternative procurement is unavailable. The affected party promptly informs the other of the event, its effects and expected duration and takes reasonable countermeasures. If the disruption lasts more than three months, either party may withdraw from the unperformed part of the contract or terminate the affected part of ongoing services. Further statutory rights remain unaffected.

Section 8 Acceptance

On completion, IQstruct Engineering requests acceptance of work under a contract for work within a reasonable period appropriate to the testing required. Immaterial defects do not prevent acceptance; existing defects and reservations are documented.

Deemed acceptance is governed by section 640 (2) BGB. IQstruct Engineering points out this consequence in its request. Use for testing or mitigation of damage does not in itself constitute acceptance.

Partial acceptance applies to expressly agreed parts that can be tested independently. The right to test their interaction in accordance with the contract remains reserved.

Section 9 Cancellation and capacity not called off

Remuneration following termination for convenience of a contract for work is governed by section 648 BGB. Services performed are billed only once. Saved expenses, earnings from other work and earnings from other work maliciously forgone are credited against remuneration for the unperformed part in accordance with statutory requirements.

Statutory consequences apply to justified termination for cause and statutory withdrawal. Payment for capacity not called off requires a separate agreement on scope, period and call-off conditions. The same capacity is not billed twice. Training and workshops are governed exclusively by section 15.

Section 10 Claims for defects

IQstruct Engineering warrants that the service conforms to the agreed quality at acceptance or delivery. Statutory rights for defects also apply to insignificant defects; statutory restrictions on withdrawal and the obligation to accept work with immaterial defects remain unaffected.

Deviations are not defects if they result from natural wear, improper use, operating errors, changes by the customer or third parties, a system environment deviating from what was agreed, use outside the specification or omitted maintenance.

Where the requirements of section 377 of the German Commercial Code (HGB) are met, its duties to inspect and notify defects apply. The customer describes the nature and effect of a defect comprehensibly.

IQstruct Engineering remedies defects, at its choice, by repair or replacement. If the remedy fails after two attempts or after a reasonable grace period, the customer may reduce the price or, for a material defect, withdraw from the contract.

The limitation period for claims for defects is one year from acceptance or delivery. Sections 438 (1) no. 2 and 634a (1) no. 2 BGB, the rules on supplier recourse (sections 445a and 445b BGB) and damages claims for intent or gross negligence, claims involving fraudulent concealment and the cases of section 11 paragraph 4 remain unaffected.

If a service is integrated into a plant of the customer, claims for defects relate to IQstruct Engineering's contribution. For interfaces to components of third parties IQstruct Engineering warrants insofar as the customer has complied with the information given for them.

Section 11 Liability

IQstruct Engineering is liable under the statutory provisions for intent and gross negligence.

For slight negligence IQstruct Engineering is liable only for the breach of a material contractual obligation, meaning an obligation whose fulfilment makes performance of the contract possible in the first place and on whose observance the customer may rely. In this case liability is limited to the damage foreseeable at conclusion of the contract and typical for the contract.

The limitation also applies if the customer demands reimbursement of futile expenses instead of performance, and likewise to the personal liability of IQstruct Engineering's employees, representatives and vicarious agents.

Liability for injury to life, body or health, liability under the German Product Liability Act and liability under an assumed guarantee remain unaffected.

If the customer culpably fails to carry out reasonable backups that it is obliged to perform, its contributory fault is considered under section 254 BGB. Backup obligations assumed by IQstruct Engineering and unlimited liability under paragraphs 1 and 4 remain unaffected.

IQstruct Engineering maintains public and professional liability insurance with cover of 2,000,000 euros per claim and provides evidence of it on request. Insurance coverage does not determine the extent of contractual liability.

Section 12 Rights of use in work results

Until full payment, the customer receives a provisional right of use for agreed tests and acceptance checks. On full payment, the customer receives a non-exclusive, perpetual right to use the delivered work results for their contractually intended purpose. This includes necessary use by operations and maintenance providers acting for the customer.

The customer may transfer this right to an affiliated company or together with the plant for which the work result was created. Contractually agreed delivery of the plant or application to end customers includes the necessary transfer of rights of use. Exclusivity, modification and further exploitation are expressly agreed in the offer. Mandatory statutory rights remain unaffected.

Knowledge, methods, libraries, building blocks and tools predating the contract or created independently remain with IQstruct Engineering. IQstruct Engineering may continue to use them subject to confidentiality and grants the customer the rights needed for the agreed use of the work result.

The customer may use simulation models created for it beyond the project for training, conversion and reuse within its own company.

Source code is delivered if the offer provides for it. Otherwise the customer receives the executable version and the documentation owed. Licence obligations under section 13 remain unaffected.

Section 13 Software of IQstruct Engineering and third parties, open source

For SimReQs, the licence terms identified in the offer at https://simreqs.de/lizenzbedingungen/ apply in addition if made available and agreed before conclusion of the contract. For Aurora, these terms apply unless separate licence terms were made available and agreed before conclusion of the contract. Later publication of new terms does not change existing contracts.

IQstruct Engineering provides the relevant third-party and open-source licence terms in the identified version before conclusion of the contract. For third-party standard software, the offer identifies the licensor and rights granted. Deviations from the rights promised in the offer are expressly agreed.

Open-source licences apply to the rights and obligations they cover. On delivery, IQstruct Engineering provides required notices, licence texts and, where applicable, source code or source-code offers. Copyright and required licence notices are retained. IQstruct Engineering remains responsible for its own contractual services.

Section 14 Sale of hardware and components

If IQstruct Engineering delivers hardware or components, the risk passes to the customer on handover to the forwarder or carrier, at the latest when the goods leave the warehouse. Delivery is ex works Baesweiler (EXW, Incoterms 2020) unless otherwise agreed.

Partial deliveries are permitted if reasonable for the customer. Section 10 applies to defects, section 11 to liability. Manufacturer guarantees give the customer claims against the manufacturer alone.

Take-back and disposal of old equipment are governed by the German Electrical and Electronic Equipment Act; the manufacturer's duties remain with the manufacturer.

Section 15 Training and workshops

The right to participate arises with confirmation of registration. Cancellation is free of charge up to 14 days before the event. For later cancellation, IQstruct Engineering may claim the participation fee less saved expenses and income from allocating the place elsewhere, insofar as a corresponding statutory claim for payment or compensation exists. The customer may name a suitable substitute; no cancellation fee applies to the replaced place. Statutory withdrawal and termination rights remain unaffected.

Cancellation due to insufficient participants is permitted only if the minimum number and latest cancellation date were disclosed before booking. If a trainer is unavailable, IQstruct Engineering first checks for a reasonable equivalent substitute. IQstruct Engineering promptly communicates any necessary cancellation and refunds fees paid. Damages are governed by section 11. Cancellations of training and workshops are governed exclusively by this section.

Training materials are protected by copyright and may be used only within the customer's company unless otherwise agreed or permitted by law.

Section 16 Confidentiality

Both parties use confidential information obtained in planning and performing the contract only for its performance and keep it confidential from third parties. Information is confidential if designated as such or recognisably confidential by its nature, including data, drawings, designs, models and program code. Disclosure to persons engaged to perform the contract is limited to what is necessary and subject to equivalent confidentiality obligations.

The obligation continues for five years after the contract ends; for trade secrets, as long as they remain secret. It excludes information that is publicly available or becomes so without the recipient's fault, was demonstrably already lawfully known, was independently developed or lawfully obtained from third parties without a confidentiality duty. General professional knowledge remains usable provided no confidential information is disclosed or used.

Disclosure required by law or an authority is permitted to the extent necessary. Where legally permitted, the recipient informs the other party in advance. Personal data remains subject to data protection requirements. A separate non-disclosure agreement takes precedence.

Section 17 Reference

IQstruct Engineering names the customer or uses its logo as a reference only after the customer's prior approval in text form. Approval specifies the presentation, medium and scope; confidentiality agreements and brand guidelines remain unaffected. Project contents, plant details and figures require separate approval.

The customer may withdraw approval at any time in text form. IQstruct Engineering promptly stops new publications and promptly removes digital publications, no later than within 14 days. Printed materials already produced will no longer be distributed thereafter.

Section 18 Data protection

If IQstruct Engineering processes personal data on the customer's behalf, the parties conclude an agreement under Art. 28 GDPR before processing begins. Both parties take the technical and organisational measures required by Art. 32 GDPR.

Subprocessors and processing locations are governed by the data processing agreement. Processing takes place within the European Union unless other locations are agreed. Processing outside the EU or EEA requires compliance with statutory conditions, including Art. 44 et seq. GDPR. Agreement on the location alone does not replace these conditions.

Section 19 Remote access and IT security

Remote access to customer systems uses only the route provided or approved by the customer and only for the agreed purpose. Each party secures access within its control. Responsibilities for granting, logging and revoking access are defined in the scope of services; access is assigned to individuals and revoked when its purpose ceases. IQstruct Engineering protects its own credentials and promptly reports detected security incidents affecting the service or customer data to the designated contact.

Security requirements, such as IEC 62443 requirements, are specified in the offer. Customer data may be entered only into agreed AI and cloud services. Use to improve general models requires a separate agreement and, where personal data is involved, a valid data protection basis.

Section 20 Retention of title

Delivered goods remain the property of IQstruct Engineering until all payments under the contract have been received. In case of default IQstruct Engineering may take back the goods after withdrawing from the contract.

The customer may resell the goods in the ordinary course of business. It hereby assigns the claims from a resale to IQstruct Engineering in the amount of the invoice; IQstruct Engineering accepts the assignment. Pledging and transfer by way of security are not permitted. If the value of the securities exceeds the claims by more than 10 percent, IQstruct Engineering releases securities on request.

Section 21 Export and import

The customer complies with the applicable export and import law on its own responsibility, in particular that of the European Union and the United States. For cross-border deliveries it bears customs duties, fees and other charges and handles official procedures itself unless otherwise agreed. IQstruct Engineering may refuse performance as long as a required licence is missing.

Section 22 Final provisions

Amendments and additions should be documented in text form for evidential purposes. Individual agreements retain precedence.

If a provision is invalid, the remaining provisions remain effective as provided by law. The statutory rule takes the place of the invalid provision.

The place of performance is Baesweiler unless the contract or nature of the service determines another location. Aachen is the place of jurisdiction if the customer is a merchant, a legal entity under public law or a special fund under public law. Mandatory statutory jurisdictions remain unaffected. Otherwise, statutory jurisdiction rules apply. German law applies, excluding the UN Convention on Contracts for the International Sale of Goods (CISG).

These terms are drawn up in German. In case of discrepancies between the German version and a translation, the German version prevails.

Section 23 Ongoing operations and maintenance

Unless otherwise agreed in the individual contract, operations and maintenance services run for an indefinite period and either party may terminate them in text form with three months' notice to the end of a calendar month. Termination for cause remains unaffected.

The service specification sets out scope, service hours, response periods, maintenance windows and service limits. On termination, IQstruct Engineering provides customer data and the operations documentation owed. Additional migration services require agreement on remuneration. Statutory handover, transfer and deletion obligations remain unaffected. This section does not apply to completed one-off projects or perpetual rights of use already granted.

Version

Version 4, 15 September 2026.