DNA //evolutions

Terms and Conditions

Terms and Conditions

DNA Evolutions GmbH (“DNA”) provides software, services, and goods exclusively on the basis of the following Terms and Conditions (“T&C”), unless expressly agreed otherwise in writing.

These T&C apply to all current and future business relationships with customers, to the extent they concern similar legal transactions.

1. Scope and Applicability

  1. These T&C apply to all deliveries of goods, software licenses, and services (collectively, “Deliverables”) by DNA.
  2. Conflicting or deviating terms of the customer shall not apply unless expressly accepted by DNA in writing.
  3. The unconditional performance of services or acceptance of payment shall not constitute acceptance of customer terms.
  4. DNA products may be subject to exclusive partner agreements. Use or licensing of DNA products in the Field Service Industry may require prior written approval from DNA.

2. Contract Formation

  1. DNA quotations are non-binding.
  2. A contract is concluded upon written acceptance by DNA or by commencement of performance.
  3. A contract may also be formed through electronic communication (e.g., email, online order, activation request).

3. Term and Termination (Continuing Obligations)

  1. Contracts for continuing obligations commence upon contract conclusion and run for the agreed initial term.
  2. Unless terminated with three (3) months’ notice before the end of the term, contracts automatically renew for successive one-year periods.
  3. The right to terminate for cause with immediate effect remains unaffected.

4. Customer Obligations

  1. Deliverables may only be used in accordance with the contract and applicable law.
  2. The customer is responsible for technical compatibility, infrastructure, connectivity, and data security.
  3. The customer shall promptly inform DNA of material changes affecting the contractual relationship.
  4. Temporary interruptions may occur due to maintenance, updates, or technical requirements; the customer shall tolerate such interruptions.

5. Prices and Payment

  1. Invoices are payable without deduction within fifteen (15) days of the invoice date.
  2. Prices are exclusive of VAT and additional costs unless expressly stated otherwise.
  3. In the event of default, DNA may charge statutory default interest and terminate contracts for cause where legally permitted.
  4. Set-off and retention rights are excluded unless claims are undisputed or legally established.

6. Delivery and Performance

  1. Delivery dates are approximate unless expressly agreed as binding.
  2. Minor defects do not entitle the customer to refuse acceptance.
  3. Performance dates and specifications are estimates unless expressly agreed otherwise.

7. Warranty and Liability

  1. DNA is liable without limitation in cases of intent, gross negligence, injury to life, body or health, or under mandatory statutory liability.
  2. In cases of ordinary negligence, liability is limited to foreseeable damages typical for the contract and only for breaches of essential contractual obligations.
  3. DNA is not liable for indirect or consequential damages, loss of profit, or data loss, unless mandatory law provides otherwise.
  4. Total liability shall not exceed the remuneration paid for the affected Deliverable, unless mandatory law provides otherwise.

8. Software and Intellectual Property

  1. All intellectual property rights remain with DNA unless expressly transferred.
  2. Software is licensed, not sold.
  3. Reverse engineering, decompilation, or unauthorized distribution is prohibited unless permitted by mandatory law.
  4. Additional software-specific license terms may apply and take precedence in case of conflict.

Third-Party and Open-Source Software

DNA software products and services may include or depend on third-party software components, including open-source software (“Third-Party Software”).

Such Third-Party Software is licensed to the customer under the respective license terms of the applicable licensors. These license terms shall prevail over these T&C with respect to the use of the Third-Party Software.

A current list of Third-Party Software components and applicable license terms is made available by DNA:

  • within the software documentation, or
  • in a “Third-Party Notices” or “Open Source Notices” file included with the software, or
  • via a dedicated web page referenced in the documentation.

DNA reserves the right to update, replace, or remove Third-Party Software components at any time, provided that such changes do not materially reduce the contractual functionality of the Deliverables.

The customer acknowledges that Third-Party Software may be subject to export control regulations and agrees to comply with all applicable laws.

9. Force Majeure

DNA shall not be liable for failure or delay in performance caused by events beyond its reasonable control, including pandemics, governmental measures, supply shortages, or infrastructure failures. Obligations are suspended for the duration of such events.

10. Data Protection

DNA processes personal data in accordance with applicable data protection laws. Details are set out in DNA’s Privacy Policy. Where required, a separate Data Processing Agreement (DPA) shall apply.

11. Assignment

DNA may assign its rights and obligations under the contract. Customers may assign only with DNA’s prior written consent.

12. Governing Law and Jurisdiction

  1. These T&C are governed by the laws of the Federal Republic of Germany, excluding the UN Convention on Contracts for the International Sale of Goods (CISG).
  2. Exclusive place of jurisdiction is DNA’s registered office, where legally permissible.

13. Final Provisions

  1. Amendments require written form unless mandatory law provides otherwise.
  2. If any provision is invalid, the remaining provisions remain unaffected.
  3. These T&C are provided for informational purposes and form part of the contractual documentation.
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