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

These T&C apply to all deliveries of goods, software licenses, and services (collectively, “Deliverables”) by DNA.
Conflicting or deviating terms of the customer shall not apply unless expressly accepted by DNA in writing.
The unconditional performance of services or acceptance of payment shall not constitute acceptance of customer terms.
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

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

3. Term and Termination (Continuing Obligations)

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

4. Customer Obligations

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

5. Prices and Payment

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

6. Records, Annual Reporting and Audit (Self-Hosted Licenses)

This Section 6 applies to self-hosted licenses. Software-as-a-Service (SaaS) deployments operated by DNA are governed by a separate agreement.
The customer shall, for each application, platform, tenant environment or other customer offering using JOpt.TourOptimizer or other licensed software components of DNA, and for three (3) years after the end of the relevant license or fee period, keep complete and accurate records concerning (i) the number of Optimized Unique Assets for the relevant year, and (ii) information sufficient to demonstrate the scope of use, deployment and distribution of the licensed software.
An Asset means any physical resource that can be scheduled, dispatched, assigned, planned or optimized in an operational planning process, including vehicles, technicians, employees, field staff, drivers, teams, machines, trailers, containers or other physical resources. Assets used solely in development, test, evaluation or simulation environments are not counted, provided such environments are not used for productive operational planning.
An Optimized Unique Asset means an Asset that has been optimized, dispatched or included in an optimization by the licensed software at least once during the relevant contract year. Each Asset is counted only once per contract year, regardless of the number of optimization runs in which it is used. The number of Optimized Unique Assets is summed across all applications, platforms, tenant environments and customer offerings of the customer for purposes of determining the applicable license tier and fees. The number of end-customers served through the customer’s offering is not counted; only the aggregated number of physical Assets is relevant.
Contract year means each twelve (12) month period beginning on the contract effective date and on each anniversary thereof.
The customer remains in the contracted license tier for the duration of the contract year, regardless of changes in the number of Optimized Unique Assets during that year. The customer is not charged retroactive fees if usage grows within or beyond the tier during the contract year. At contract renewal, the customer shall report the actual number of Optimized Unique Assets and the parties shall adjust the tier upward or downward for the next contract year on this basis. The minimum annual fee for the contracted tier remains payable in full for the contract year, even if the actual number of Optimized Unique Assets is below the tier floor.
Within thirty (30) days after the end of each contract year, the customer shall provide DNA with a written annual report stating the number of Optimized Unique Assets for the preceding contract year, including asset categories, reporting period, application or platform concerned, applicable license tier or price list, and any other information reasonably requested by DNA to verify license usage and applicable fees. The annual report shall be provided even if no additional fees are due.
DNA does not routinely inspect customer compliance and relies on the annual reports submitted by the customer. DNA may verify the customer’s compliance with the contract, including the reported number of Optimized Unique Assets and the applicable license fees, where DNA has reasonable grounds to believe that the reported information is materially incorrect or that the customer has not submitted the required annual report. Such verification may be conducted by inspecting relevant records, reports, system exports, usage data, configuration data and other appropriate evidence, on thirty (30) days’ prior written notice and without unreasonable disruption to the customer’s business operations. Inspections shall not occur more than once in any twelve (12) month period, except where a prior inspection has identified an underreporting or underpayment. The inspection may be conducted by DNA or by an independent third party bound by confidentiality obligations. The customer may redact data not required to verify the number of Optimized Unique Assets or the applicable fees, in particular personal data within the meaning of applicable data protection laws, which shall be processed under any applicable Data Processing Agreement.
An inspection shall take place within three (3) years following the end of the relevant license or reporting period and shall be at DNA’s expense, except that: (i) if the inspection determines that the customer has underreported the number of Optimized Unique Assets or underpaid license fees, the customer shall pay the difference within thirty (30) days after completion of the inspection and receipt of the corresponding invoice; and (ii) if the underreporting or underpayment is ten percent (10%) or more, the customer shall additionally reimburse DNA for the reasonable cost of the inspection, comprising external auditor fees and reasonable, documented expenses. Where the customer is responsible for an underreporting or underpayment of ten percent (10%) or more, DNA reserves the right to assert any further statutory claims.
DNA may, from time to time, provide technical mechanisms to assist customers in determining the number of Optimized Unique Assets. Where DNA provides such mechanisms, the customer may rely on them in good faith for purposes of the annual report.
This Section 6 shall survive expiration or termination of the contract for a period of three (3) years.

7. Delivery and Performance

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

8. Warranty and Liability

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

9. Software and Intellectual Property

All intellectual property rights remain with DNA unless expressly transferred.
Software is licensed, not sold.
Reverse engineering, decompilation, or unauthorized distribution is prohibited unless permitted by mandatory law.
The customer shall not sublicense, resell or redistribute the software as a stand-alone product or service. Embedding the software into the customer’s own platform, product or solution and offering it to the customer’s end-customers as part of that integrated offering is permitted under the contracted self-hosted license, subject to the reporting and fee obligations in Section 6. Redistribution arrangements as a reseller, OEM, value-added reseller or similar require a separate written partner agreement with DNA.
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.

10. 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.

11. 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.

12. Assignment

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

13. Governing Law and Jurisdiction

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).
Exclusive place of jurisdiction is DNA’s registered office, where legally permissible.

14. Final Provisions

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