1. Scope

These General Terms and Conditions (GTC) apply to all contracts between iqmeta GmbH, Am Sonnenhang 24, 71111 Waldenbuch, Germany ("iqmeta", "we") and its customers ("Customer") regarding the licensing of the nextxch software, trial licenses, support and related services. The software is licensed under the End User License Agreement (EULA), which forms part of the contract. Conflicting or deviating terms of the Customer do not apply unless we expressly agree to them in writing.

2. Paid licenses for businesses only

Paid licenses (Enterprise), trial licenses and support services are directed exclusively at entrepreneurs within the meaning of Section 14 BGB, legal entities under public law and special funds under public law. By ordering, the Customer confirms that it acts in the exercise of its commercial or independent professional activity. We may request proof (for example a VAT ID). Paid contracts with consumers are not concluded.

The free Community Edition may also be used by consumers. It is governed solely by the EULA; mandatory consumer protection law remains unaffected. These Terms do not apply to the Community Edition.

3. Conclusion of contract

The presentation of products on the website is not a binding offer. By completing the online checkout the Customer submits a binding offer to conclude a license contract. The contract is concluded when we confirm the order by email or deliver the license key, whichever comes first. For individual quotes the contract is concluded on written (text form) acceptance of the quote. The contract language is German or English; the German version prevails.

4. Trial license

Before purchasing, the Customer may obtain a free trial license for 30 days to evaluate the software in its environment. The trial is free of charge. In this respect we are liable only for intent and gross negligence (Sections 521, 599 BGB applied accordingly); our liability for injury to life, body or health, under the Product Liability Act, for fraudulent concealment of a defect and under a guarantee remains unaffected (Section 15 of the EULA). The trial ends automatically; there is no automatic conversion into a paid subscription. Data remains in the Customer's installation.

5. Prices & payment

The prices published on the pricing page at the time of the order apply. All prices are net plus statutory VAT where applicable; for intra-community B2B supplies the reverse-charge procedure applies. Payment is made in advance via our payment provider Stripe (credit card, SEPA direct debit or other methods offered) or, for individual agreements, by bank transfer within 14 days of invoice. Invoices are issued electronically. In the event of default, statutory default interest (Section 288 (2) BGB) applies and we may suspend license renewals after a reminder.

6. Term & termination

Annual licenses run for 12 months from issue of the license key and end without notice. Annual subscriptions run for 12 months and renew for further 12 months unless cancelled with 30 days' notice to the end of the respective term. Cancellation in text form (email) or in the customer portal is sufficient. The right to terminate for good cause remains unaffected. Upon expiry the Enterprise usage rights, updates and support end; the installation falls back to the Community Edition without data loss in accordance with Section 7 of the EULA.

7. Delivery & cooperation

The software is delivered by download; the license key is sent electronically. The Customer is responsible for system requirements published in the documentation, for operating the software, for backups and for securing its systems. Support is provided according to the support level of the purchased tier.

8. Warranty

Enterprise licenses are a time-limited provision of the software. We warrant that throughout the term the software has the characteristics described in the documentation and that no third-party rights prevent its contractual use. Defects must be reported without undue delay in text form with a reproducible description. We remedy defects at our discretion by correction, update or reasonable workaround. If the remedy fails within a reasonable period, the Customer may reduce the fee appropriately or terminate the affected contract for good cause. Strict liability for defects existing at conclusion of the contract (Section 536a (1) first alternative BGB) is excluded. Damages are governed by the limitation of liability section. Details are set out in Section 14 of the EULA.

9. Limitation of liability

We are liable without limitation for intent and gross negligence, for injury to life, body or health, under the Product Liability Act, for fraudulent concealment of a defect and to the extent of any guarantee given. For slight negligence we are liable only for breach of an essential contractual obligation (cardinal obligation), meaning an obligation whose fulfilment makes the proper performance of the contract possible in the first place and on whose fulfilment the Customer may regularly rely; liability is then limited to the damage foreseeable at conclusion of the contract and typical for the contract. Liability for loss of data is limited to the recovery effort that would have been required with regular, risk-appropriate backups by the Customer. Any further liability is excluded. This provision corresponds to Section 15 of the EULA.

10. Confidentiality & data protection

Both parties will treat confidential information of the other party as confidential and use it only for the purposes of the contract. Where we process personal data on behalf of the Customer (for example during remote support), the Data Processing Agreement applies.

11. Export control

The software contains cryptographic functions. The Customer is responsible for complying with applicable export control and sanctions law (including Regulation (EU) 2021/821 and sanctions regulations) and must not use or provide the software in embargoed countries or to sanctioned persons.

12. Governing law & jurisdiction

The law of the Federal Republic of Germany applies, excluding the UN Convention on Contracts for the International Sale of Goods (CISG). Exclusive place of jurisdiction for all disputes arising from or in connection with the contract is Stuttgart, Germany, provided the Customer is a merchant, a legal entity under public law or a special fund under public law. We may also sue at the Customer's general place of jurisdiction. Should individual provisions be invalid, the validity of the remaining provisions remains unaffected; they are replaced by the statutory provisions (Section 306 (2) BGB).