Terms & Conditions / License Terms for ViProve
General Terms and Conditions of ViProve, owner Arnd Hekermans (hereinafter "ViProve").
This is a non-binding English translation for convenience only. In case of any discrepancy, the German version ("AGB") shall prevail.
§1 Scope
These terms apply to all services provided by ViProve, owner Arnd Hekermans, hereinafter referred to as "ViProve", in the fields of safety architecture, software development and sensor integration. Deviating terms of the client shall not be recognized.
§2 Scope of Services
The specific scope of services is defined in the respective individual offer / Statement of Work (SoW). ViProve provides services in the following areas:
- Safety concept development (TSR, FMEA, SIL assessment)
- Software development (C++, ROS2, Python)
- Sensor integration (radar, ToF, LiDAR)
- Proof-of-concept development
§3 Intellectual Property
(1) All copyrights, rights of use and other proprietary rights in software, documentation, architecture concepts and other work results created by ViProve remain exclusively with ViProve.
(2) The client receives a simple, non-transferable, non-sublicensable right of use to the delivered work results, limited to the purpose of use defined in the SoW.
(3) Disclosure of the source code to third parties (including the client's end customers) is not permitted unless otherwise agreed in writing.
(4) Upon termination or cancellation of the contract, the right of use expires. The client is obligated to delete all copies of the software and to confirm this in writing.
(5) ViProve reserves the right to reuse the developed components and methods in other projects, provided that no confidential information of the client is affected.
§4 Fees & Payment Terms
(1) The fixed price or daily rate agreed in the SoW shall apply.
(2) Payments are due within 14 days of invoicing.
(3) In the event of default, default interest of 9 % p.a. above the base rate shall be charged.
(4) For projects with a duration of more than 4 weeks, a down payment of 30 % is due upon placement of the order.
§5 Liability
(1) ViProve shall be liable without limitation for intent and gross negligence.
(2) For slight negligence, ViProve shall only be liable in the event of a breach of essential contractual obligations (cardinal obligations), limited to the typical, foreseeable damage.
(3) ViProve does not provide certification-ready safety evidence within the meaning of IEC 61508 / ISO 13849 unless expressly commissioned as such. The responsibility for the final certification lies with the client or an accredited testing institute.
(4) Liability for indirect damages, lost profits or data loss is excluded.
§6 Confidentiality
Both parties undertake to keep confidential all confidential information obtained in the course of the collaboration for a period of 5 years after the end of the contract.
§7 Termination
(1) Both parties may terminate the contract with a notice period of 4 weeks to the end of the month.
(2) The right to terminate without notice for good cause remains unaffected.
(3) In the event of termination, services already rendered shall be remunerated on a pro-rata basis.
§8 Final Provisions
(1) German law shall apply.
(2) The place of jurisdiction is Stuttgart.
(3) Should individual provisions be invalid, the validity of the remaining provisions shall remain unaffected.