General Terms and Conditions (GTC) for Business Customers (B2B)

Revision: 03/2024 

§ 1 VALIDITY AND PERFORMANCE

1. Innovation Matters IoT GmbH (“INNOVATION MATTERS”), headquartered in Innsbruck, Tyrol, Austria, develops and sells mechatronic, electronic, and software products and solutions and offers consulting services.
2. Every sale to customers (“CUSTOMER/S”) who are entrepreneurs is exclusively governed by the following General Terms and Conditions of Business and Delivery (“GTC”). These GTC are attached to each offer provided to the CUSTOMER and are available for download on the INNOVATION MATTERS website.
3. If the CUSTOMER references their own GTC or general purchasing conditions during the ordering process and INNOVATION MATTERS proceeds with the sale, this does not constitute acceptance of the CUSTOMER’s GTC. By placing the order and accepting the order confirmation (“OC”) without objection (see § 3 (5)), the CUSTOMER agrees that only the GTC of INNOVATION MATTERS shall apply to the (purchase) contract.
4. All agreements between INNOVATION MATTERS and the CUSTOMER, including any supplements or amendments, must be made in writing.
5. Field representatives and sales agents of INNOVATION MATTERS are not authorized to make agreements or commitments on behalf of INNOVATION MATTERS that deviate from these GTC. Such deviations require written individual agreements from authorized representatives (managing directors or authorized signatories) of INNOVATION MATTERS.
6. The CUSTOMER acknowledges that INNOVATION MATTERS may transfer the contract and/or individual rights and obligations arising from the contract to affiliated companies and may fulfill its obligations through such companies. No consent from the CUSTOMER is required for such transfers.

§ 2 SERVICES

1. In addition to the standard products visible on its website (“STANDARD PRODUCTS”), INNOVATION MATTERS offers custom-made products (“CUSTOMIZED PRODUCTS”) as well as development and consulting services, such as managing certifications for CUSTOMIZED PRODUCTS (“SERVICES”), to its CUSTOMERS (collectively referred to as “PRODUCTS”).
2. CUSTOMIZED PRODUCTS may only be procured through INNOVATION MATTERS. If these are intended for integration or installation into the CUSTOMER’s end product, the CUSTOMER is solely responsible for compliance with local or product-specific standards and safety regulations relating to the end product, as well as for the datasheets and assembly instructions of the end product. The CUSTOMER must provide all required documentation in a timely manner. If agreed deadlines are not met or necessary documents are not provided within a maximum of 6 months of request or acceptance of the offer, this may result in delivery delays. In such cases, INNOVATION MATTERS is entitled to withdraw from the contract without any cost consequences and to invoice the CUSTOMER for the expenses incurred for services rendered. INNOVATION MATTERS is, in any event, entitled to charge a handling fee equal to 10% of the order value. ​
3. STANDARD PRODUCTS come with a “Matter” certification. All related performance information can be found on the website of the Connectivity Standards Alliance ("CSA", https://csa-iot.org/), which issues the certification. INNOVATION MATTERS is a member of this organization and is therefore authorized to develop and (via CSA) certify “Matter” products.
4. PRODUCTS with “Matter” certification function only in combination with a “Matter” controller, the associated QR code, and a functioning WiFi network with internet access or a Thread network (and any additional components specified in the product description). These additional components must be sourced or provided by the CUSTOMER from a third-party supplier. A QR code is attached to the PRODUCTS and must be securely stored by the CUSTOMER as the sole access code. The usability and control of the PRODUCTS depend on this “Matter” controller and the additional components. Any disruptions or performance issues caused by these “third-party products” are not the responsibility of INNOVATION MATTERS.
5. SERVICES and CUSTOMIZED PRODUCTS are generally based on the information, drawings, files, plans, and dimensions provided by the CUSTOMER (collectively referred to as “DOCUMENTS”). Unless otherwise expressly agreed in writing, these DOCUMENTS are not reviewed by INNOVATION MATTERS for accuracy, completeness, environmental conditions, or compatibility of the PRODUCT with other components or the CUSTOMER’s end product into which they will be integrated or combined. The functionality or intended purpose of CUSTOMIZED PRODUCTS is also not reviewed. INNOVATION MATTERS assumes no liability or warranty in this regard. Furthermore, INNOVATION MATTERS is not responsible for the (legal or actual) conditions at the site of deployment.
6. Consulting services are purely recommendations without a guarantee of success.
7. CERTIFICATIONS:
8. 1.  The PRODUCT datasheet specifies the certifications the PRODUCT possesses. Datasheets for STANDARD PRODUCTS, including certifications (e.g., UL, ENEC, “Matter” certification), are available on the INNOVATION MATTERS website.
   2. The CUSTOMER is generally responsible for certifications of CUSTOMIZED PRODUCTS.
   3. If the CUSTOMER requests INNOVATION MATTERS to arrange additional (paid) certifications (e.g., UL, ENEC, “Matter” certification, EMC, etc.) in accordance with the respective guidelines of the certification body, these can be offered through third-party providers at the CUSTOMER’s expense. The prices quoted in the offer for certification services are non-binding and may vary depending on the time of order. Maintaining certification may involve additional fees or costs. Additional certifications depend on the CUSTOMER's end product, its sales location (the country in which the (end) product is sold to the CUSTOMER's buyers), the site of use (e.g., kitchen, bathroom, outdoor area), and applicable product-specific standards. The CUSTOMER is responsible for informing INNOVATION MATTERS of all applicable standards and for providing all necessary documents fully, timely, and correctly. If CUSTOMER participation is required for obtaining certification, this lies outside the control of INNOVATION MATTERS. CUSTOMER must respond truthfully, timely, and completely to inquiries from certification bodies. No guarantee can be made for obtaining certification of the CUSTOMER’s (end) products into which INNOVATION MATTERS PRODUCTS are integrated. If the CUSTOMER conducts certification independently, the required documents will be submitted directly by INNOVATION MATTERS to the certification body. However, the CUSTOMER has no right to receive the manufacturing documentation. The associated costs will be charged to the CUSTOMER. Reference to certification is only permitted if the certified components/PRODUCTS continue to be procured from INNOVATION MATTERS and the (necessary) maintenance of certification is managed by INNOVATION MATTERS.
   4. If the CUSTOMER requests a “Matter” certification for a CUSTOMIZED PRODUCT, INNOVATION MATTERS can offer (at a cost) the coordination of the certification with the relevant third-party provider (CSA, https://csa-iot.org/), with the certification being conducted under the name of INNOVATION MATTERS. If the CUSTOMER wishes for certification under their own name, this must be clarified in advance. The requirements for “Matter” certification are determined by the CSA (https://csa-iot.org/) and may be subject to change at any time. INNOVATION MATTERS has no influence over these changes. The CUSTOMER agrees to remain informed about these requirements. Successful “Matter” certification confirms that the PRODUCT complies with all conditions of the current “Matter” standard specified in the datasheet at the time of purchase for the respective product category. Successful “Matter” certification involves the purchase of digital certificates from a third-party provider by INNOVATION MATTERS, which are essential for the functionality of the PRODUCTS. To maintain functionality and security, regular updates may be necessary, which the CUSTOMER agrees to allow. Any functional issues caused by these updates, particularly due to actions/services of third parties (e.g., CSA or other third-party providers), are not the responsibility of INNOVATION MATTERS. Since certification is conducted under the name of INNOVATION MATTERS, required updates must also be carried out through INNOVATION MATTERS. If the CUSTOMER plans changes to the “Matter”-certified (end) product, these must be communicated to INNOVATION MATTERS in a timely manner to arrange for appropriate “re-certification.”
   5. The CUSTOMER acknowledges that any changes to certified PRODUCTS invalidate the certification.
   6. Prototypes and certification samples must always be definitively approved by the CUSTOMER. Any costs or expenses (e.g., for necessary “re-certifications”) resulting from subsequent changes after approval are the CUSTOMER’s responsibility.

§ 3 OFFERS AND CONTRACT CONCLUSION

1. INNOVATION MATTERS responds to customer inquiries by sending – unless otherwise indicated in the offer – non-binding offers.
2. The offer is based on the CUSTOMER’s information (requirements profile, inquiry, specification sheet for service definition, etc.).
3. The CUSTOMER's order is binding immediately, and unilateral withdrawal from the contract (cancellation) is excluded. This is particularly due to the fact that INNOVATION MATTERS, based on the order, requests or procures components for the production of the PRODUCTS.
4. INNOVATION MATTERS reserves the right to accept the order or modify the offer due to factors such as price fluctuations. Final acceptance occurs through the transmission of an order confirmation (“OC”). The scope of the contract is exclusively determined by this OC, which reflects the content of the (purchase) contract. If the OC deviates from the order, it is to be understood as an amended offer.
5. The CUSTOMER is obligated to verify whether the OC corresponds to the order. If the content of the OC deviates from the order, the CUSTOMER’s agreement to the amended content is deemed granted unless the CUSTOMER promptly objects in writing to the OC or, for example, makes the required down payment. If no timely objection or correction is made by the CUSTOMER, any deviations in the OC are considered accepted, and the contract is concluded to that extent.
6. The CUSTOMER must approve any “specification sheet” (description of service implementation) created based on their information, and the CUSTOMER acknowledges that this forms the basis for the services provided by INNOVATION MATTERS.
7. Special requirements from the CUSTOMER, such as (binding) delivery deadlines, dates, discounts, alternative delivery addresses, special requests or customizations, or other special conditions, only become part of the contract if explicitly confirmed by INNOVATION MATTERS in the OC as binding.
8. Samples, prototypes, consulting services, obtaining offers from third-party providers, etc., are generally subject to charges unless otherwise agreed. The CUSTOMER may not place samples and prototypes on the market. For non-chargeable services, liability and warranty are generally excluded, and all related rights to samples, plans, etc., remain with INNOVATION MATTERS. INNOVATION MATTERS assumes no liability for samples and prototypes.
9. Designs, circuit diagrams, components used, and the PRODUCTS themselves may be modified by INNOVATION MATTERS even after the contract has been concluded, provided such changes comply with the CUSTOMER's requirements or the deviations are minor.

§ 4 EXCHANGE, WITHDRAWAL, FORCE MAJEURE

1. The PRODUCTS are generally manufactured on a custom, order-specific basis. For this reason, returns, exchanges, or changes after the order is placed (including delivery dates and delivery locations) are fundamentally excluded.
2. INNOVATION MATTERS is not liable for the impossibility or delay in delivery caused by circumstances beyond its control ("Force Majeure"), such as accidents, war, terrorist acts, epidemics, pandemics, civil disruptions, failure of communication systems, shipping disruptions, natural disasters, government actions or omissions, changes in laws or regulations, strikes, unforeseeable operational, transportation, or fire damage, floods, unforeseen shortages of energy and raw materials, import and export restrictions, official orders, and similar unforeseeable events that hinder or make performance impossible for INNOVATION MATTERS or its suppliers. In such cases, INNOVATION MATTERS is released from its obligation to perform without any cost consequences.
3. If events occur after the conclusion of the contract (e.g., increases in raw material prices, transportation costs, etc.) that render the fulfillment of the contract under the agreed terms no longer cost-effective, INNOVATION MATTERS reserves the right to withdraw from the contract without any cost consequences, upon appropriate explanation. Development services provided up to that point must, however, be compensated by the CUSTOMER, provided they retain value. In any case, INNOVATION MATTERS is entitled to charge a handling fee equal to 10% of the order value.

§ 5 DATES, DELIVERY, TRANSPORT, DELAY

1. Delivery is carried out – unless expressly stated otherwise in the OC – on an EXW basis in accordance with Incoterms® 2020, with the delivery date stated in the OC referring to delivery readiness at the factory.
2. Delivery dates or deadlines mentioned in the order or OC are generally non-binding unless otherwise specified in the OC.
3. If a delivery date is specified in the OC, it always refers to the time of readiness for dispatch at the factory.
4. INNOVATION MATTERS is entitled to make partial or early deliveries and to invoice them accordingly.
5. An agreed delivery deadline or date can only commence after the receipt of the advance payment or the required documents/information to be provided by the CUSTOMER.
6. INNOVATION MATTERS is not responsible for delays caused by government actions related to imports into the EU or exports to third countries, and in such cases, the agreed or (non-bindingly) promised delivery deadline will be extended appropriately.
7. Packaging supplied with the PRODUCTS, as well as the obligation for proper disposal, transfers to the CUSTOMER upon delivery.
8. Unless otherwise agreed in writing in the OC, all transportation, insurance, customs clearance, and certification costs, etc., are to be borne by the CUSTOMER. Prices do not include unloading or moving the PRODUCTS.
9. If the CUSTOMER fails to collect the PRODUCTS within the agreed time frame, they are in default of acceptance. After a reasonable grace period, INNOVATION MATTERS – without prejudice to further claims – is entitled to withdraw from the contract and/or claim damages or store the PRODUCTS at the CUSTOMER's risk and expense at its discretion. INNOVATION MATTERS may demand compensation for the actual damage incurred. In the case of default in acceptance, the risk of accidental loss or deterioration of the PRODUCTS passes to the CUSTOMER.
10. If the CUSTOMER delays fulfilling their contractual obligations (e.g., advance payment, down payment, provision of information/documents), all performance deadlines are extended by the duration of the delay. INNOVATION MATTERS may, after setting a reasonable grace period, withdraw from the contract and invoice the costs incurred to date. In any case, INNOVATION MATTERS is entitled to charge a handling fee of 10% of the order value.
11. If performance deadlines are agreed as binding, the following applies: INNOVATION MATTERS relies on suppliers from third countries for service provision and is therefore dependent on their timely performance. The CUSTOMER acknowledges this, and delays caused by such factors that are not excessive do not entitle the CUSTOMER to withdraw from the contract. Similarly, delays caused by digital certificates do not entitle the CUSTOMER to withdraw from the contract. Performance deadlines are extended appropriately in cases of circumstances beyond INNOVATION MATTERS's control or force majeure (see § 4 (2)). INNOVATION MATTERS will promptly inform the CUSTOMER of the start and end of such obstacles. If the delivery obstacle lasts longer than three months, both parties are entitled to withdraw from the contract.
12. (Delay-related) damages are compensated by INNOVATION MATTERS only in accordance with the provisions of § 8. Otherwise, if INNOVATION MATTERS is responsible for failing to meet a binding delivery date specified in the OC and the CUSTOMER can prove that this caused a compensable (per § 8) damage, the CUSTOMER may claim compensation of up to 0.5% of the net price of the delayed delivery per week of ongoing delay, but no more than 5% of the net price of the delayed delivery in total. The assumption of penalties (agreed to by the CUSTOMER) is excluded.

§ 6 PRICES AND PAYMENT TERMS

1. Unless otherwise agreed in writing, prices are quoted ex works (EXW) from INNOVATION MATTERS’s business location in accordance with Incoterms© 2020, exclusive of VAT, transport costs, customs duties, import costs, and certification costs.
2. Statutory VAT is due at the applicable legal rate and is shown separately on the invoice. For services outside the European Union, INNOVATION MATTERS reserves the right to retroactively charge VAT if the CUSTOMER does not provide proof of export to INNOVATION MATTERS within one month of the respective shipment.
3. The CUSTOMER acknowledges that all services and product prices from INNOVATION MATTERS depend on the availability and costs of procured raw materials, electronic components, software products, third-party services, etc., which are subject to significant fluctuations in delivery times and prices, especially during development services. Consequently, the prices of PRODUCTS offered by INNOVATION MATTERS after the completion of development services may change due to the time required for development, specific customer requests, modifications during the development process, or changes in raw material or component prices. Prices for CUSTOMIZED PRODUCTS indicated during development services are therefore non-binding and serve merely as guidelines; the final price for the PRODUCT is fixed and offered only after the completion of the development service.
4. If supply shortages require the use of alternative suppliers, raw materials, or components, INNOVATION MATTERS will inform the CUSTOMER. The CUSTOMER may only request the use of alternatives if they agree to bear the associated costs. Otherwise, the contract will be considered terminated without cost implications. Services provided by INNOVATION MATTERS up to that point must still be compensated.
5. INNOVATION MATTERS generally operates on a prepayment basis, meaning that receipt of the invoiced purchase price is a prerequisite for commencing services (development or production) and delivery.
6. If a down payment is required, it must be paid within 14 days of invoicing. The remaining balance is due upon delivery or, at the latest, within 14 days of invoicing.
7. Invoices must be promptly reviewed by the CUSTOMER, and any discrepancies must be reported. Corrections after the due date are excluded, and the invoiced amount is deemed accepted.
8. For payment delays by the CUSTOMER, a fixed interest rate of 12% per annum is agreed upon.
9. If the CUSTOMER is in payment default, INNOVATION MATTERS is entitled to: Declare all claims against the CUSTOMER immediately due and payable, Require a security deposit before delivery, Withhold outstanding deliveries from all contracts with the CUSTOMER, either in full or in part, or Withdraw from existing contracts, in full or in part, and invoice the services already provided.
10. The CUSTOMER may only exercise rights of offset, retention, or refusal of performance if their counterclaims are legally established, undisputed, or acknowledged.

§ 7 TRANSPORT DAMAGE, COMPLAINTS, WARRANTY

1. The statutory warranty period for defects existing at the time of handover of the PRODUCTS is 24 months after delivery (ex works).
2. Warranty claims regarding products/components from third-party suppliers procured through INNOVATION MATTERS at the explicit request of the CUSTOMER must primarily be asserted directly against these suppliers. Warranty claims in this regard take precedence.
3. The PRODUCT datasheets describe the technical scope of performance and must be observed by the CUSTOMER in all cases. Datasheets for STANDARD PRODUCTS are available on the INNOVATION MATTERS website. For CUSTOMIZED PRODUCTS, the scope of performance can be specified in the "requirements or specification sheet."
4. Special requirements from the CUSTOMER must generally be defined in the requirements sheet. Only then do they become part of the owed performance scope.
5. If INNOVATION MATTERS offers and organizes transport, any transport damage and/or losses must be immediately identified, documented (e.g., with photos), and reported to INNOVATION MATTERS in writing by the CUSTOMER upon delivery in the presence of the carrier. Otherwise, the damage will be at the CUSTOMER's expense. These obligations also apply if the delivery is made to a third party at the CUSTOMER's request and must be transferred to this third party.
6. Representations and visualizations on the website, in catalogs, datasheets, or other sales materials are intended for illustration purposes only and are always non-binding. They do not represent an exact depiction of the PRODUCTS, and deviations from these visualizations do not constitute a defect. Liability for printing errors or defects is excluded. Modifications and design improvements, particularly those related to technical progress, are reserved.
7. If the PRODUCT is manufactured by INNOVATION MATTERS based on the CUSTOMER’s design specifications, drawings, models, or other requirements, the warranty and liability are limited to execution in accordance with the CUSTOMER's provided specifications. No review of the CUSTOMER’s specifications is performed.
8. If a certification promised by INNOVATION MATTERS is denied due to errors attributable to INNOVATION MATTERS, the company is responsible for rectifying or resupplying the PRODUCTS or certification samples to the certification body. However, INNOVATION MATTERS is not liable for additional certification costs, previously incurred development, production, and material costs, or costs for acquired tools, etc. Any costs related to pre-productions carried out at the explicit request and risk of the CUSTOMER are borne by the CUSTOMER.
9. Components built into the PRODUCT are subject to their respective tolerances; performance deviations within usual tolerances do not constitute a defect in the PRODUCT.
10. The CUSTOMER (or an assigned third party) must inspect the delivered PRODUCTS immediately upon delivery for defects (see § 7 (4) for transport damages). The CUSTOMER is also obligated to perform spot checks to ensure functionality, such as connecting the PRODUCTS to power, turning them on, integrating them into the system, or testing them. Obvious defects, incorrect deliveries, or defects that could have been identified through proper and careful inspection/testing must be reported to INNOVATION MATTERS immediately, but no later than 10 business days after delivery/collection of the PRODUCTS, via email to [email protected] anzuzeigen („COMPLAINT“). Hidden defects must be reported immediately upon discovery, but no later than 10 business days after detection. After making a COMPLAINT, the CUSTOMER must await further instructions. Failure to lodge a timely COMPLAINT results in the PRODUCTS being deemed defect-free and accepted, and warranty claims cannot be asserted.
11. The CUSTOMER bears the burden of proof for all prerequisites of the warranty claim, including the existence of the defect at the time of handover, the timing of defect discovery, and the timeliness of the COMPLAINT.
12. After receiving a timely COMPLAINT, INNOVATION MATTERS may request that the PRODUCTS be sent for inspection of the claimed defect, provided this is feasible without disproportionate effort. INNOVATION MATTERS covers transport costs if a defect is identified during inspection that existed at the time of handover and falls under the warranty. For unjustified complaints, the CUSTOMER bears the costs incurred by INNOVATION MATTERS for the inspection (transport, inspection costs, etc.).
13. If the CUSTOMER proves a defect, INNOVATION MATTERS may, at its discretion, provide free rectification, replacement delivery, or an appropriate reduction in the purchase price. Shortfalls will be delivered subsequently.
14. Invoices for repairs will only be acknowledged if the costs were communicated to INNOVATION MATTERS in advance and written confirmation of cost coverage was provided by INNOVATION MATTERS beforehand.
15. Warranty obligations are not extended due to defect rectifications. This does not apply to the replacement of PRODUCTS.
16. The CUSTOMER’s right to assert claims for defects (judicially) expires three months after INNOVATION MATTERS rejects the defect claim in writing.
17. For consequential damages caused by defects, § 8 applies.

§ 8 LIABILITY

1. INNOVATION MATTERS is liable for damages only within the framework of statutory provisions. Any liability exceeding these provisions, including contractual liability (e.g., acceptance of penalties, including delays), is excluded.
2. Outside the mandatory scope of the Product Liability Act, the liability of INNOVATION MATTERS is limited as follows:
3. 1. INNOVATION MATTERS is not liable for damages or delays caused by the CUSTOMER, including failure to cooperate (e.g., delayed provision of documents, incorrect information).
   2. Compensation is excluded if damages arise due to non-compliance with any (regulatory or INNOVATION MATTERS-defined) conditions for installation, commissioning, or use (e.g., as outlined in operating instructions and safety guidelines).
   3. INNOVATION MATTERS is not liable for damages caused by services or components procured from identified third-party providers (e.g., certifications, purchased components).
   4. Except in cases of intentional misconduct or personal injury, INNOVATION MATTERS is liable only for damages caused by gross negligence. Liability for slight negligence is excluded, as is compensation for consequential damages, pure economic loss, lost profits, savings, interest losses, and third-party claims against the CUSTOMER. This exclusion includes consequential damages related to warranty claims, such as ancillary costs arising from defect remediation (e.g., installation, removal, transportation, disposal, travel time) and lost profits. The CUSTOMER is obligated to indemnify INNOVATION MATTERS against claims from their buyers arising from consequential damages unless INNOVATION MATTERS is guilty of intentional or grossly negligent breach of duty.
   5. Liability is limited in all cases to compensation for typical, foreseeable damages. Damage claims by the CUSTOMER related to penalties imposed by their buyers are not considered foreseeable or typical in this sense.
   6. Furthermore, the liability of INNOVATION MATTERS per damage event is limited to the net order value of the respective individual order containing the defective PRODUCTS.
   7. If the damage is covered by insurance obtained by the CUSTOMER for the relevant event, INNOVATION MATTERS is only liable for any disadvantages the CUSTOMER may incur, such as higher insurance premiums. Upon request, the CUSTOMER must provide proof of insurance coverage or lack thereof to INNOVATION MATTERS.
4. For CUSTOMIZED PRODUCTS and SERVICES, INNOVATION MATTERS assumes no liability for defective performance or damages arising from:
5. 1. Errors in the requirements sheet,
   2. Errors in the specification sheet (after CUSTOMER approval),
   3. Late, incorrect provision of information or data by the CUSTOMER,
   4. Lack of compatibility with CUSTOMER products,
   5. Non-compliance with or violation of local regulations or requirements applicable to the CUSTOMER's end product (e.g., for CUSTOMIZED PRODUCTS or when INNOVATION MATTERS PRODUCTS are integrated into the CUSTOMER's end product).
6. For certification services, INNOVATION MATTERS assumes no liability for defective performance or damages arising from:
7. 1. Late or incorrect provision of information or data by the CUSTOMER,
   2. Errors in documents provided by the CUSTOMER,
   3. Pre-production prior to certification approval.
8. Liability is generally excluded for non-chargeable services.
9. INNOVATION MATTERS is not liable for samples and prototypes.
10. Functional disruptions caused by third-party products, actions, or services (e.g., CSA or other third-party providers explicitly identified or commissioned by the CUSTOMER) are not the responsibility of INNOVATION MATTERS.
11. INNOVATION MATTERS may claim damages from the CUSTOMER for failure to fulfill contractual obligations, such as not providing necessary information on time.
12. INNOVATION MATTERS explicitly advises the CUSTOMER of “Matter”-certified PRODUCTS to adhere to the respective CSA regulations (available at https://csa-iot.org/resources/governing-documents/ in their current version). Violations may result in penalties being passed on to the CUSTOMER.
13. The limitations outlined in § 7 regarding warranty apply correspondingly to liability.
14. These liability limitations must be fully transferred to any downstream buyers of the CUSTOMER, with an obligation for further transfer.
15. If INNOVATION MATTERS is held liable by third parties under strict liability provisions, particularly product liability, the CUSTOMER assumes liability to the extent they would also be directly liable. INNOVATION MATTERS excludes liability for CUSTOMER actions taken to mitigate damages, such as recalls, to the extent permitted by law.
16. The CUSTOMER’s right to assert claims for damages (judicially) against INNOVATION MATTERS expires three months after a written rejection by INNOVATION MATTERS.

§ 9 RETENTION OF TITLE AND CONFIDENTIALITY

1. Until full payment of the invoice amount and any applicable default interest, the delivered PRODUCTS remain the property of INNOVATION MATTERS. In the event of resale, the CUSTOMER must deliver the PRODUCTS to their buyers only under a validly agreed retention of title until full payment is received (forwarded retention of title).
2. The CUSTOMER is obligated to treat all (non-public) technical, economic, and personal processes and circumstances of INNOVATION MATTERS as trade and business secrets at all times.

§ 10 COPYRIGHT RESERVATION

1. The CUSTOMER guarantees that if INNOVATION MATTERS produces based on designs, specifications, or using products/materials provided by the CUSTOMER, the CUSTOMER holds full ownership of the necessary copyright and industrial property rights. If third parties assert copyright or industrial property claims against INNOVATION MATTERS, the CUSTOMER must indemnify INNOVATION MATTERS against all associated costs and claims. INNOVATION MATTERS must promptly notify the CUSTOMER of such third-party claims and involve the CUSTOMER in any legal proceedings. If the CUSTOMER does not join the proceedings as a co-litigant following notification, INNOVATION MATTERS is entitled to acknowledge the claimant’s demand and seek indemnification from the CUSTOMER, regardless of the validity of the acknowledged claim.
2. The copyrights to works created by INNOVATION MATTERS and its employees or contracted third parties (including offers, datasheets, analyses, circuit diagrams, drawings, programs, performance descriptions, designs, calculations, data carriers, etc.), PRODUCTS, and prototypes remain with INNOVATION MATTERS. The CUSTOMER may use these works during and after the contractual relationship solely for purposes covered by the contract and may not provide them to third parties (e.g., for production) without prior consent. The CUSTOMER is not permitted to reproduce and/or distribute the works without express permission from INNOVATION MATTERS. Unauthorized reproduction or distribution does not establish any liability on the part of INNOVATION MATTERS—particularly concerning the accuracy of the works—for third parties. The CUSTOMER is explicitly prohibited from registering protective rights, making further developments, labeling the works with their own brand, selling the products as "Matter" products, or referencing "Matter" without authorization.
3. For proprietary software and its documentation developed and integrated by INNOVATION MATTERS for CUSTOMIZED PRODUCTS, the CUSTOMER has usage rights only to the extent that the PRODUCTS contain the software. The CUSTOMER has no claim to the underlying source code or binaries. Reproduction, resale, or other forms of use of the software are prohibited.
4. INNOVATION MATTERS is not liable for violations of industrial property or copyright rights resulting from changes to the deliverables made wholly or partially without INNOVATION MATTERS's execution or authorization. INNOVATION MATTERS is also not liable for intellectual property violations arising from the use of the deliverables in ways not contractually intended.
5. For "Matter" products, the CUSTOMER may state that the end product (into which the PRODUCTS have been integrated) is "Matter-compatible." However, the CUSTOMER may not refer to the PRODUCTS as "Matter-certified" unless a "Matter" certification has been obtained. Use of the "Matter" logo is determined by the CSA, and the guidelines for using the trademark and logo can be found at https://csa-iot.org/resources/governing-documents/ under "The Alliance Trademark and Logo Usage Guidelines." The CUSTOMER agrees to comply with these guidelines and to stay informed about any updates.
6. INNOVATION MATTERS is permitted to utilize or apply knowledge gained during service delivery in an anonymized manner for other purposes. The CUSTOMER may not disclose insights gained through INNOVATION MATTERS's services to third parties without prior approval from INNOVATION MATTERS. The CUSTOMER is obligated to impose a similar confidentiality obligation on their employees and third parties who may gain access to such insights during service delivery.
7. Any breach of these provisions by the CUSTOMER entitles INNOVATION MATTERS to terminate the contractual relationship immediately and assert other legal claims, particularly for injunctive relief and/or damages.

§ 11 GENERAL PROVISIONS, CHOICE OF LAW, JURISDICTION

1. The contractual relationship is governed by Austrian law, excluding the United Nations Convention on Contracts for the International Sale of Goods (CISG) and the provisions of international private law referring to other legal systems.
2. The place of performance for all obligations arising from this contractual relationship is agreed to be the registered office of INNOVATION MATTERS in Innsbruck, Tyrol, Austria.
3. For all legal disputes arising from this contractual relationship, including disputes about the existence or non-existence of the contractual relationship, the court with subject-matter jurisdiction at the registered office of INNOVATION MATTERS shall have exclusive jurisdiction.
4. If individual provisions of these GTC are or become invalid, this shall not affect the validity of the remaining provisions or the contracts concluded based on them. The invalid provision shall be replaced by a valid provision that comes as close as possible to the meaning and economic purpose of the invalid provision.