General terms and conditions of business

1 Scope

The following conditions apply to research and development orders (hereinafter referred to individually as “order”) that are placed with T-Cell AG. Deviating, conflicting or supplementary conditions of the client do not become part of the contract unless T-Cell AG expressly agrees to their validity in writing. Unless the following conditions provide for other regulations, the provisions of service contract law (§§ 611 ff. BGB) apply to the order.

2. Subject matter of the contract

2.1 The subject of the contract is the work provided for in T-Cell AG’s offer with regard to the research and development objective.
2.2 T-Cell AG is obliged to apply scientific care and to comply with generally accepted technical standards. No guarantee is given for the actual achievement of a specific research and development result or its usability, unless something different is expressly promised in the offer.

3. Processing times, deadlines

3.1 If the offer contains a processing time or dates, these shall only be deemed binding if T-Cell AG has expressly confirmed their binding nature in the offer.
3.2 If T-Cell AG realises that a binding processing time or a binding deadline cannot be met, T-Cell AG will inform the Client of the reasons for the delay and agree on an appropriate adjustment with the Client.

4. Compensation, payments

4.1 The remuneration results from the offer and is exclusive of statutory sales tax. Unless otherwise specified in the offer, a fixed price is deemed to have been agreed.
4.2 Payments are due according to the agreed payment plan. If no payment plan has been agreed, T-Cell AG is entitled to demand appropriate partial remuneration. Payments must be made without deductions to the T-Cell AG account stated on the invoice, stating the invoice number.
4.3 Offsetting against claims of T-Cell AG is only permitted if the counterclaim is undisputed or has been legally established.
4.4 The client can only exercise a right of retention if his counterclaim is based on the same contractual relationship.

5. Client’s obligation to cooperate

The client is obliged to cooperate appropriately throughout the entire term of the contract. This includes providing all objects, data and information from their own sphere in suitable quality and quantity that are required for the provision of services by T-Cell AG. Disadvantages that arise due to a lack of cooperation or a delayed cooperation are at the expense of the client.

6. Research and development results, rights of use

6.1 The research and development results will be made available to the client after completion of the order in accordance with the offer. Software is provided in object code unless otherwise expressly stated in the offer.
6.2 The client receives a non-exclusive, non-transferable and non-sublicensable, free right of use for the inventions achieved by T-Cell AG when carrying out the order and the intellectual property rights registered thereon and granted to it by T-Cell AG for the application purpose on which his order is based. The client reimburses T-Cell AG for an agreed share of the costs for registration, maintenance and defense of the intellectual property rights and, when used, pays a flat-rate employee invention remuneration to T-Cell AG, the amount of which is agreed on a case-by-case basis.
6.3 Upon written request, the client shall receive, instead of the right in accordance with Section 6.2, to the inventions achieved during the execution of the order and the intellectual property rights registered thereon and granted by T-Cell AG, an exclusive, paid right of use for the purpose of use on which his order is based, in accordance with a separately concluded agreement written agreement. The request must be declared in writing to T-Cell AG no later than 3 months after notification of the invention. T-Cell AG retains a non-exclusive, free-of-charge right of use for internal research and development purposes.
6.4 T-Cell AG makes the decision regarding the registration of property rights to the inventions achieved during the execution of the order against the background of the company's business purpose, but there is generally no entitlement to the registration of property rights. If T-Cell AG decides to register, T-Cell AG will register intellectual property rights for the invention in question in its own name.
If the client has a request in accordance with Section 6.3, T-Cell AG will offer the client the right to register within a reasonable period of time for the countries in which T-Cell AG decides against registration. T-Cell AG can abandon its intellectual property rights applications and intellectual property rights granted to it at any time; However, if there is a request in accordance with Section 6.3, this only applies if this has previously been offered to the client within a reasonable period of time. In the two aforementioned cases, upon acceptance by the client, T-Cell AG retains at least a non-exclusive, free-of-charge right of use for internal research and development purposes.
6.5 The client receives a non-exclusive, non-transferable and non-sublicensable, free right of use for the copyrighted works created by T-Cell AG when carrying out the order, including the software programmed by T-Cell AG and the resulting know-how, for the basis of his order Application purpose.
6.6 The joint inventions achieved during the execution of the order (ie inventions in which employees of both contractual partners are involved and in which the shares of the invention cannot be registered for intellectual property rights separately by the contractual partners) belong jointly to the contractual partners in accordance with their share of the invention. The contractual partners will agree on the registration (including leadership), maintenance and defense of intellectual property rights to joint inventions and the associated costs on a case-by-case basis. Unless otherwise agreed, the contractual partners each bear 50% of the costs. The contractual partners are entitled to use such inventions and the intellectual property rights registered or granted thereon as their own for their term and to license them non-exclusively, without any financial compensation being paid. For works protected by copyright, including programmed software and know-how, which are created jointly by the contractual partners when carrying out the order, this Section 6.6 applies accordingly - to the extent applicable.
6.7 If T-Cell AG's existing intellectual property rights and those used by T-Cell AG when carrying out the order are necessary for the client to exploit the research and development results, the client will receive, upon written request, a non-exclusive, paid right of use to be agreed upon separately the application underlying his order, provided that no other obligations of T-Cell AG conflict with this. The request must be declared in writing to T-Cell AG no later than 6 months after handover of the research and development results.

7. Conflicting intellectual property rights

7.1 Unless expressly agreed in the offer, T-Cell AG does not carry out any patent searches or searches for conflicting property rights. 7.2 The contracting parties shall inform each other about any third-party property rights that they become aware of before and during the execution of the order and that could conflict with the use agreed in accordance with Section 6. However, T-Cell AG is not obliged to carry out a property rights check for a possible infringement unless expressly agreed in the offer. 7.3 The contracting parties shall decide by mutual agreement how such known property rights will be taken into account in the further execution of the order.

8. Contractual and Tortious Liability

8.1 Unlimited liability: T-Cell AG has unlimited liability for intent and in accordance with the Product Liability Act. For negligence, T-Cell AG is liable without limitation for damages resulting from injury to life, body and health of persons.
8.2 Otherwise, the following limited liability applies: Liability for negligence is limited to the amount of damage that was foreseeable at the time the contract was concluded and which must typically be expected to arise. In the event of slight negligence, T-Cell AG is only liable in the event of a breach of an essential contractual obligation, the fulfillment of which is essential for the proper execution of the contract and on whose compliance the client can regularly rely (cardinal obligation). This limitation of liability also applies to the benefit of the legal representatives and vicarious agents of T-Cell AG.

9. Foreign trade law, export control

9.1 The contracting parties undertake to comply with all applicable national, European, foreign and international provisions of foreign trade law, including embargoes (and/or other sanctions). 9.2 If the provision of services by T-Cell AG is cancelled or delayed and this is due to a ban under foreign trade law, the non-issuance of a required foreign trade permit or the delay in the official foreign trade permit procedure, T-Cell AG shall not be liable for damages. This shall not apply if T-Cell AG or its legal representatives or vicarious agents intentionally or through gross negligence cause (i) the non-issuance of the permit or (ii) the delay in the permit procedure.
9.3 The contracting parties shall support each other in complying with the provisions of foreign trade law to the extent necessary to carry out obligations arising from the contract.

10. Statute of Limitations

10.1 The client's claims based on a breach of duty or tort expire within one year. The limitation period begins with the handover of the research and development results, unless, according to the law, the start of the limitation period is linked to knowledge of the facts giving rise to the claim and the client can prove that he only became aware of the facts giving rise to the claim at a later point in time has gained knowledge. The statutory maximum limitation periods remain unaffected. 10.2 The shortening of the limitation period and modification of the start of the limitation period in Section 10.1 do not apply to damages resulting from injury to life, body or health or to the extent that T-Cell AG is liable for intent, gross negligence, in accordance with the Product Liability Act or the breach of cardinal obligations (Section 8.2) is liable. In these cases, the legal provisions apply.
10.3 Negotiations between the contractual partners regarding claims or the circumstances giving rise to the claim suspend the statute of limitations. The inhibiting effect ends if one contractual partner does not comply with the other contractual partner's request to continue the negotiations within 4 weeks.

11. Retention of title and right of use

11.1 The client only receives ownership of the embodied research and development results as well as the usage rights specified in Section 6 upon full payment of the remuneration owed in accordance with Section 4.
11.2 In the event that T-Cell AG's ownership of embodied research and development results expires through connection, mixing or processing, it is already agreed that ownership of the uniform item created in this case remains until the agreed remuneration has been paid in full is transferred to T-Cell AG in proportion to the value (invoice value).
11.3 In the event that the embodied research and development results are resold, the client assigns all rights from the resale to T-Cell AG with real effect until the agreed remuneration has been paid in full.

12. Confidentiality

12.1 The contractual partners will keep the other's information communicated and declared to be confidential during the duration of the order and for a period of 5 years after its termination, use it only to carry out the order and take all appropriate measures to prevent it from being disclosed to third parties become accessible. This only applies if the information was not known or generally accessible to the public before the notification or does not become known or generally accessible to the public after the notification without the other contractual partner violating this confidentiality obligation. The obligations according to sentence 1 do not apply if the information was known to the other contractual partner before notification or was developed independently by an employee of the other contractual partner who had no knowledge of the information communicated or corresponds to information that was disclosed to the other contractual partner by a third party or made accessible unless, to the knowledge of the other contractual partner, the third party's disclosure violates a confidentiality obligation.
12.2 The internal transfer of information requiring confidentiality by a contractual partner is only permitted to the extent that this is necessary for the order (need-to-know) and it is ensured that only those employees receive the information requiring confidentiality who are subject to equivalent confidentiality obligations within the scope of legal possibilities became. 12.3 A third party within the meaning of this regulation is not anyone who has been entrusted with partial services by T-Cell AG as part of the order and is obliged to maintain secrecy.

13. Publications

13.1 With the prior written consent of T-Cell AG, the client is entitled to publish the research and development results, naming the author and T-Cell AG. T-Cell AG will grant consent if the interests of T-Cell AG, including dissertations, theses or applications for intellectual property rights, are not impaired.
13.2 The Client is not entitled to advertise with the name of T-Cell AG, one of its subsidiaries or other entities or to use brands or other marks of “T-Cell” as a registered trademark, unless otherwise expressly agreed in writing in individual cases.
13.3 Publications of research and development results by T-Cell AG will be coordinated with the Client in good time, provided that the Client has received exclusive rights in accordance with Section 6.3.

14. Termination

14.1 Each contractual partner is entitled to terminate the contract with 4 weeks' notice to the end of the calendar month if no significant project progress has been achieved after a significant processing period, but no earlier than 6 months after conclusion of the contract. Otherwise, there is no ordinary right of termination.
14.2 Each contractual partner is entitled to terminate the contract extraordinarily for good cause. An important reason for T-Cell AG also exists if the client does not provide the cooperation required for this contract after a deadline has been set.
14.3 Terminations must be in writing. After effective termination, T-Cell AG will hand over the research and development results achieved by the end of the notice period to the client. The client is obliged to reimburse T-Cell AG for the costs incurred up to the end of the notice period. Personnel costs will be reimbursed based on time spent. Other costs must be reimbursed to the extent that they were actually incurred.
14.4 In the event that the termination is due to the fault of one of the contractual partners, claims for damages remain unaffected.

15. Special provisions for research and development work under purchase and work contracts

15.1 If the achievement of a specific research and development result was expressly promised in T-Cell AG's offer or T-Cell AG owes the production of an item corresponding to the recognized state of the art as a research and development result, in deviation from Section 2.2 Sentence 2 Alt 1 Instead of the provisions of the service contract law (§§ 611 ff. BGB), in the event of defects, the purchase or work contract law applies in accordance with the following paragraphs.
15.2 If the research and development result achieved by T-Cell AG turns out to be defective, T-Cell AG will first have the opportunity to correct the defect - depending on the type of research and development result, the defect and other circumstances, several times - by means of subsequent performance, at your discretion, through repair or replacement delivery.
15.3 If T-Cell AG refuses to provide supplementary performance without justification, if it fails twice or if this is unreasonable for the client, the client can, at its discretion, demand a reduction in price or withdraw from the contract. The right of withdrawal can only be exercised in the event of a significant defect. It expires if the client does not declare his withdrawal no later than 14 days after receipt of notification of the rejection or failure of the subsequent performance or no later than 14 days after the point in time at which the unreasonableness of the subsequent performance becomes apparent to the client.
15.4 The client must immediately examine the research and development results delivered by T-Cell AG and report any defects immediately. Claims due to recognizable defects only exist if they are reported to T-Cell AG within a period of 14 days. 15.5 Deviating from Section 10.1, the limitation period for claims due to defects in accordance with Section 15.2 begins with acceptance. It is one year, unless the law in Sections 438 Paragraph 1 No. 2, 445b Paragraph 1 (right of recourse) and 634a Paragraph 1 No. 2 1st Alternative (Construction Defects) BGB prescribes longer periods.
15.6 Clause 14.1 does not apply. The contractual partners' statutory rights of termination and T-Cell AG's claim to any compensation for delay remain unaffected.
15.7 Otherwise, the provisions of these General Terms and Conditions (Sections 1 to 14, 16) remain unaffected.

16. Miscellaneous

16.1 Subsidiary agreements, changes and additions must be made in writing to be effective. Deviations from the requirement for written form can only be made in writing.
16.2 The place of performance for services from T-Cell AG is the headquarters of the commissioned T-Cell AG company. The place of fulfillment for payments from the client is Berlin.
16.3 The law of the Federal Republic of Germany applies, excluding the conflict of laws and the United Nations Convention on the International Sale of Goods (CISG). In relation to clients who are not based in the Federal Republic of Germany, the place of jurisdiction for all disputes arising from or in connection with this contract is Berlin.
16.4 Should one or more provisions be or become wholly or partially invalid, this will not affect the validity of the remaining provisions. In this case, each contractual partner has the right to demand the agreement of a valid, enforceable provision that comes closest to the purpose pursued by the invalid provision. This applies accordingly in the event of a gap in the regulations.