General Terms and Conditions

1. Offer and Acceptance

1.1 These General Terms and Conditions shall apply to all tariffs offered by BlueID GmbH, Schellingstraße 109a, 80798 München (hereinafter referred to as "the Company") for the BlueID Access Platform, including the Free, Smart, Professional, and Integrator tariffs. A separate Master Agreement (MSA) shall only be concluded if expressly requested by the Customer or if the chosen tariff necessitates special individual agreements.

1.2 A contract (order) with the Customer is formed by the acceptance of these Terms during the ordering process or by the issuance of a written order confirmation by the Company. A separate written contract is required only for the Professional, Integrator, and Individual tariffs, provided that the Customer requests individual modifications.

1.3 The Customer shall be bound by its order for a period of four weeks.

1.4 Specific product descriptions and project objectives shall require the written form to be valid, with transmission by email being sufficient provided that the agreement is clearly and comprehensibly documented.

2. Prices

2.1 Unless otherwise agreed in writing, the prices are exclusive of delivery point, packaging, shipping, transport insurance, and training. The list prices indicated in the ordering process for the respective tariffs, plus the applicable statutory VAT, shall be binding. Excluded are on-site services such as installation and commissioning. In the event of price and cost increases by suppliers between the conclusion of the contract and the agreed delivery date, the Company shall be entitled to make an appropriate price adjustment provided that more than four months elapse between the contract conclusion and the delivery date.

2.2 The tariffs for the BlueID Access Platform are structured as follows:

• Free Tier: Free of charge, limited to 100 locks and 100 authorized users.
• Smart Tier: Billed monthly at the current list price.
• Professional and Integrator Tier: Billed monthly at the current list price or as per an individual agreement.

2.3 All prices for Software-as-a-Service (SaaS) shall be invoiced in advance for the agreed billing period.

2.4 Hardware prices shall be listed separately and are payable in advance. Processing of the order and delivery of the goods shall occur only upon receipt of full payment.

2.5 Price changes shall be communicated to the Customer in writing or by email at least 30 days prior to becoming effective. The Customer shall have the right to terminate the contract at the time of a price change if the increase exceeds 5% of the previously agreed price.

3. Rights of Use, Protection, and Copyright

3.1 For standard software, the Customer acquires a non-exclusive right of use in accordance with the applicable licensing and usage terms. Any transfer to third parties requires prior written notice to the Company.

3.2 The use of the BlueID Access Platform shall be in accordance with the selected tariff:

Free Tariff:

• Usage for up to 100 BlueID-enabled locks and 100 authorized users.
• No API or SDK usage.
• Management and configuration of locks exclusively via the BlueID App or the web portal.
• Mobile access (opening via the app) is not available.

Only NFC transponders purchased from the Company may be used. (Table 1: API limits in the 60-second rolling window)

Smart Tariff:

• Usage for up to 500 BlueID-enabled locks and 500 authorized users.
• No API or SDK usage.
• Management via the BlueID App or the web portal.
• Utilization of extensions provided by BlueID.

Professional and Integrator Tariff:

• Extended usage as provided in a separate Master Agreement.
• Access to API and SDK in accordance with the Terms of Use.
• Customization and branding available.
• Resale permitted.

3.3 The Customer may use the software and platform solely for the agreed purpose. Resale, rental, or unauthorized use for third parties is prohibited unless expressly provided for in the selected tariff.

3.4 The Customer shall notify the Company in writing if it becomes aware of any infringement of industrial property or copyright rights by a product supplied by the Company. The Company shall be entitled to defend the Customer at its own expense.

3.5 Should the Customer modify or integrate the product supplied by the Company, or if the Company, following the Customer’s instructions, designs the product in such a way that it results in violations of protective laws, the Customer shall be obliged to defend the Company against any claims by the holder of the infringed rights and to indemnify the Company against such claims.

3.6 The use of our SDK/API is at the Customer’s own risk. The Company assumes no liability or support obligations for applications developed or provided by the Customer or third parties (e.g., smart building integrators). The Company's responsibility is limited solely to providing the interfaces in accordance with the technical specifications.

3.7 The detailed description of the performance of the individual tariffs can be found in the current service overview, which is available at https://www.blue-id.com/de/preise or provided to the Customer during the ordering process.

4. Payment Terms

4.1 Invoices for Software-as-a-Service (SaaS) services are due in advance for the performance period specified in the invoice. Billing shall be in accordance with the selected tariff:

• Free Tariff: No billing, as the tariff is free of charge.
• Smart Tariff: Monthly billing at the current list price.
• Professional and Integrator Tariff: Monthly billing at the current list price or pursuant to a separate Master Agreement.

4.2 The Company reserves the right to require advance payments or to declare receivables due at any time.

4.3 Invoices must be settled within 10 days from the invoice date, unless a different payment term is specified in the ordering process or on the invoice.

4.4 In the event of late payment, default interest at a rate of eight percentage points above the base rate in accordance with § 247 (1) BGB may be charged. Additional claims remain reserved.

4.5 Set-off or withholding is permitted only for undisputed or legally established counterclaims by the Customer.

4.6 If the Customer is in default of payment, all outstanding receivables of the Company shall become immediately due.

4.7 The Customer undertakes to pay the full amount for ordered tangible goods immediately upon conclusion of the purchase contract. Processing of the order and delivery of the goods shall occur only upon receipt of full payment.

4.8 Price changes shall be communicated to the Customer in writing or by email at least 30 days prior to becoming effective. The Customer shall have the right to terminate the contract at the time of a price change if the increase exceeds 5% of the last agreed price.

5. Delivery

5.1 Deadlines specified by the Company, in particular delivery dates, shall be binding only if expressly designated as such. Software and licenses are delivered digitally, whereas hardware products are dispatched separately.

5.2 Software is delivered free of charge via download. For tangible deliveries, including NFC transponders and BlueID-enabled hardware, the Customer shall bear the shipping costs unless otherwise indicated in the ordering process.

5.3 Delivery and performance deadlines shall be extended appropriately in the event of force majeure or any other obstacles not attributable to the Company that significantly affect delivery or performance, in particular in cases of strikes or embargoes affecting the Company’s suppliers or its subcontractors.

5.4 The Company is entitled to make partial deliveries, provided that this is reasonable for the Customer.

5.5 For deliveries abroad, the Customer shall provide all proofs required by the Company for import and export.

5.6 The risk of accidental loss and deterioration of the goods shall pass to the Customer as soon as the goods are handed over to the carrier.

5.7 In the event of default in acceptance by the Customer, the Company may charge storage fees amounting to 0.5% of the invoice amount for each commenced calendar month.

6. Test Deliveries and Demonstration Versions

6.1 Items delivered for testing purposes (hardware, software including data carriers and documentation) shall remain the property of the Company. They may only be used by the Customer pursuant to separate agreements with the Company.

6.2 The use of free test versions or demonstration installations is subject to the following conditions:

• Free Tariff: This tariff is considered a permanent free version with limited functionality and is subject to the conditions set forth in these Terms.
• Smart, Professional, and Integrator Tariff: Test access may be provided for a limited period. After the test period expires, access will be automatically deactivated unless a paid license is acquired.

6.3 The Customer shall handle test devices with care and return them to the Company upon request.

6.4 The Company shall only be liable for free test installations and demonstration versions in cases of intent. Technical usage restrictions may not be disabled or circumvented.

7. Installation

7.1 An order for installation may be placed in any tariff, but requires a separate offer from the Company. The Company is entitled to have the installation carried out by a qualified partner.

7.2 The following provisions apply exclusively if installation is separately ordered from the Company:

• The Customer shall provide, at its own expense, the conditions required for installation, including suitable premises, power supply, and network access.
• The Customer may alternatively perform the installation itself. In such a case, the installation shall be carried out at the Customer’s own risk and expense.

7.3 Upon completion of the installation carried out by the Company or an appointed partner, the Customer is obliged to promptly conduct an inspection and prepare a handover protocol.

• The handover protocol must document the proper condition of the installation and be transmitted to the Company in digital form within 7 days of completion.
• Defects must be detailed in the handover protocol.
• Upon transmission of the handover protocol, the installation shall be deemed accepted.
• If the inspection and protocol are not completed within the stipulated period, the installation shall likewise be deemed accepted, provided that no significant defects, which the Customer has disputed in writing within the period, are present.

7.4 Subsequent adjustments or modifications to the installation requested by the Customer shall be billed separately.

8. Transfer of Risk

8.1 The risk of accidental loss and deterioration of the goods shall pass to the Customer as soon as the goods are handed over to the carrier.

8.2 If the installation is carried out by the Company or an appointed partner, the risk shall remain with the Company until acceptance in accordance with § 7.3.

8.3 If the Customer performs the installation itself, the risk shall pass with the delivery of the goods to the Customer or its agent.

8.4 In the event of default in acceptance by the Customer, the risk of accidental loss or deterioration of the goods shall pass to the Customer from the time of default.

9. Services Including Fee-Based Consulting

9.1 Services shall be charged at the price stated in the Company's offer, unless a fixed price has been explicitly agreed. This applies to all tariffs, including the Free and Smart tiers, when the Customer orders additional services.

9.2 Changes to an order made after its placement shall cancel any agreed deadlines and timeframes, unless otherwise agreed in writing.

9.3 Services include, in particular:

• Technical Services: such as on-site installation, configuration, and commissioning of hardware and software.
• Consulting Services: such as technical advice, training, and individual system adaptations.
• Customer-Specific Programming Work: such as software adjustments, interface development, and customizations within the framework of platform integration.
• Support: in accordance with the respective SLA conditions of the selected tariff.

9.4 The Company is entitled to have services performed by qualified partners.

9.5 Information provided in connection with the services shall be binding only if confirmed in writing by the Company.

9.6 Upon completion of an ordered service, the Customer is obliged to promptly inspect the performance and notify the Company in writing of any defects. If no complaint is made within 7 days after completion, the service shall be deemed accepted.

10. Retention of Title

10.1 The Company reserves ownership of the delivered goods until full payment of the purchase price has been received.

10.2 If the Customer is a merchant, the Company reserves ownership of the delivered goods until full payment of all claims arising from the business relationship has been made; this also applies if individual or all claims are included in an outstanding invoice and the balance has been calculated and acknowledged.

10.3 The Company is entitled, in the event of default in payment, to dispose of the retained goods and to settle outstanding receivables against the sale proceeds.

10.4 The Customer shall store the retained goods with due commercial care on behalf of the Company and insure them adequately against fire, water, theft, and other risks at its own expense. The Customer assigns its corresponding claims under the insurance contracts to the Company upon conclusion of this Agreement. The Company accepts the assignment.

10.5 The Customer hereby assigns to the Company all claims arising from the resale of the goods. The Customer is revocably entitled to collect these claims. Upon the Company's request, the Customer shall disclose the assigned claims and the names of the debtors. The Company is entitled to disclose the assignment to the Customer's debtor.

10.6 Any processing or further processing of the goods delivered by the Company shall be carried out for the benefit of the Company. The Company thereby acquires proprietary rights in an amount corresponding to the market value of the retained goods at the time of processing or further processing.

10.7 When the retained goods are combined with other items, the Company shall acquire co-ownership of the new item in proportion to the value of the retained goods relative to the other items at the time of processing.

10.8 In the event of a breach of contract by the Customer – in particular, default in payment or anticipated non-payment – the Company is entitled to repossess the retained goods at the Customer's expense or to demand the assignment of any claims for restitution of the goods against third parties. These rights shall exist even if the secured claim is time-barred.

10.9 If the Company has a right of repossession pursuant to § 10.8 of these General Terms, the Company is entitled to collect the retained goods still in the possession of the Customer. The Customer shall grant the Company's authorized employees access to the business premises during office hours, even without prior notice.

10.10 The exercise of the rights under the retention of title or the assertion of a demand for restitution shall not be deemed a termination of the contract.

10.11 The retention of title shall be released, upon the Customer's request, to the extent that the security value exceeds the secured claim by more than 20%.

11. Warranty

11.1 The Customer shall report any defects in writing immediately, and in any event no later than ten (10) days after receipt of the goods. Hidden defects not discovered within this period must be reported in writing immediately upon their discovery.

11.2 The Company reserves the right to remedy defective goods by repair or replacement. Multiple remedial attempts are permitted, provided that they are reasonable for the Customer.

11.3 Requests for remedial action must be submitted in writing and include a precise description of the defect. The Company may, at its discretion, either provide instructions for rectifying the error or take appropriate measures to remedy the defect, such as providing software updates or exchanging hardware.

11.4 As long as the Company is undertaking the remedial measures described, the Customer shall not have the right to claim a reduction in the compensation (price reduction) or to terminate the contract, unless the remedial measures fail.

11.5 Any warranty shall be void if the Customer uses the goods or software contrary to the specifications provided in the documentation, makes unauthorized modifications, or installs it improperly.

11.6 For services, including installations, the warranty shall apply only if the service is provided by the Company or a partner appointed by the Company. Self-performed installations by the Customer shall be excluded from the warranty to the extent that damages directly result from the installation process. The warranty for the product itself shall remain unaffected provided that it has been properly installed and functions correctly independent of the installation process. In any event, the Customer remains obliged to inspect the goods for any obvious defects upon receipt and to notify the Company immediately of any such defects.

11.7 The warranty for hardware products shall be twelve (12) months from the date of delivery, unless a longer period is prescribed by law.

12. Liability

12.1 The Company shall be liable without limitation for damages arising from intent or gross negligence on the part of the Company, its legal representatives, or its agents.

12.2 For simple negligence, the Company shall only be liable in the event of a breach of essential contractual obligations (cardinal obligations). In such cases, liability shall be limited to the contract-typical, foreseeable damage. Cardinal obligations are those obligations that enable the proper performance of the contract and upon which the Customer may reasonably rely.

12.3 The Company’s liability for indirect damages, consequential damages, or lost profits is excluded, unless there is intent or gross negligence.

12.4 The Company shall not be liable for damages resulting from improper installation, use contrary to the prescribed purpose, or use of the products outside the conditions specified in the applicable documentation, data sheet, or user manual. Liability for the product itself shall remain unaffected, provided that the defect exists independently of the installation process, use, or location.

12.5 The foregoing limitations of liability shall not apply to damages resulting from injury to life, body, or health, or with respect to claims under the Product Liability Act.

12.6 To the extent that the Company’s liability is excluded or limited, this shall also apply to the personal liability of its legal representatives, employees, and agents.

13. Data Protection

13.1 The Company processes the Customer’s personal data solely in accordance with the applicable data protection laws, particularly the General Data Protection Regulation (GDPR).

13.2 Personal data shall only be collected, stored, and processed to the extent necessary for the proper performance of the contract, for the provision of the contracted tariffs, and for the fulfillment of legal obligations.

13.3 The Customer agrees that the personal data necessary for the processing of the contract may be stored and processed electronically. Disclosure to third parties shall only occur to the extent necessary for contract execution (e.g., shipping service providers, installation partners) or if a legal obligation exists.

13.4 The Company processes Customer data related to the use of the BlueID Access Platform solely for the provision of the contractually agreed services. This also includes technical data such as access logs, status reports, and configuration data of the locks, insofar as it is necessary for the operation of the platform.

13.5 Upon termination of the contractual relationship, all personal data of the Customer shall be deleted, unless statutory retention obligations exist. Data contained in regular system or database backups shall be automatically deleted as part of the usual backup cycle. These backups are used solely for system recovery and are not actively accessible during the retention period.

13.6 The Customer shall have the right to obtain information about the personal data stored by the Company at any time, as well as to request its correction, deletion, or restriction of processing, and to object to such processing.

13.7 Further details regarding data processing and the Customer’s rights can be found in the current privacy policy available at [https://www.blue-id.com/de/rechtliches/datenschutzerklarung].

13.8 Database backups are created solely to ensure system integrity and data security. These backups are retained for a defined period and are automatically deleted as part of the regular backup cycle. During the retention period, the data in the backups are not actively accessible and are subject to the same data protection and security measures as the operational data.

14. Version Policy and Support Scope

14.1 The support and availability conditions of the BlueID Access Platform are governed exclusively by the current Service Level Agreement (SLA). The SLA is available at [https://www.blue-id.com/de/rechtliches/sla] or is provided to the Customer during the ordering process. In the Free Tier, no SLA services are provided.

14.2 The Company reserves the unrestricted right to continuously develop, modify, adapt, and improve its products – including the web platform, apps, interfaces, SDKs, and all associated software components – at any time. The Customer acknowledges that such developments are necessary to meet changing technical, regulatory, and market requirements and waives any claims arising from future changes or modifications to the products, unless expressly and separately agreed in writing. Such further development does not relieve the Company of its contractual obligation to provide the performance scope agreed in the respective tariff.

14.3 The Company shall provide support exclusively for the current version of the software (including minor and patch releases). Upon the publication of a new version, the previous version shall be deemed deprecated and will no longer be supported.

14.4 The Company reserves the right to release major versions that may include substantial changes, including the removal or incompatibility of existing APIs. In such cases, it is the Customer’s responsibility to implement any necessary adjustments or refactorings in its own systems to ensure compatibility with the new version. The Company shall inform the Customer of major releases and the associated changes with reasonable notice.

14.5 The Company is not obligated to support older software versions over the long term or to provide security updates for outdated versions. All maintenance and security updates shall be provided exclusively for the current version.

14.6 The Company is not obligated to ensure compatibility or support for outdated or end-of-life operating systems, beta versions of operating systems, or other non-released platforms and frameworks. The Customer is responsible for maintaining its devices, operating systems, and development environments in an up-to-date, officially supported condition. The Company assumes no liability for malfunctions resulting from the use of outdated or beta software.

14.7 The Customer is responsible for independently integrating and testing firmware updates and new SDK versions. The Company provides these updates, but has no influence on whether or when the Customer implements them. The Customer is encouraged to regularly monitor the channels provided by the Company (e.g., GitHub, changelog page) and subscribe to update notifications.

14.8 If the Customer continues to use an outdated version despite the availability of a new version, the Company reserves the right to refuse support for the old version. In such a case, the Customer may not assert any claims under the SLA, warranty, or liability based on the use of the outdated version, unless mandatory law provides otherwise.

14.9 This provision supplements the general terms regarding updates, upgrades, and liability. In the event of any conflict, the principles defined herein regarding version support and major releases shall prevail.

15. Final Provisions

15.1 These General Terms and Conditions shall remain binding in all respects even if individual or several provisions are held to be invalid. Invalid provisions shall be replaced by a provision that most closely reflects the intended economic purpose.

15.2 Amendments to these General Terms and Conditions and to confirmed orders must be made in writing. The requirement of written form is also satisfied by electronic communication, particularly by email, provided that the agreement is clearly documented.

15.3 The law of the Federal Republic of Germany shall apply exclusively, excluding international private law and the United Nations Convention on Contracts for the International Sale of Goods (CISG).

15.4 The place of jurisdiction and performance shall be Munich, provided that the Customer is a merchant or does not have a habitual residence in the Federal Republic of Germany.

15.5 The German version of this Agreement shall be binding for interpretation.

Glossary of the General Terms and Conditions (GTC)

API (Application Programming Interface):
A programming interface that enables software applications to connect and exchange data. Available in the Professional and Integrator tariffs of the BlueID Access Platform.

App (BlueID App):
The mobile application provided by BlueID for managing and configuring locks. In the Free Tier, the app is used solely for management purposes and not for mobile access.

Order Confirmation:
The written confirmation of an order by the Company, which renders the contract legally binding. The transmission of the invoice also constitutes an order confirmation.

Backups (Database Backups):
Regular copies of the database that serve for system recovery. Backups are not actively accessible during the retention period and are automatically deleted as part of the backup cycle.

Data Sheet:
Documentation describing the technical specifications, applications, and installation requirements of a product. Compliance with these specifications is a prerequisite for the warranty.

Documentation:
Official instructions and technical descriptions that explain the correct use and installation of BlueID products.

End Customer:
The person or organization that ultimately uses the BlueID products and services.

Company:
BlueID GmbH, Schellingstraße 109a, 80798 München, referred to in these Terms as "the Company".

Free Tariff:
The free tariff of the BlueID Access Platform, which permits management of up to 100 locks and 100 authorized users. Mobile access is not included; the app is used solely for management.

Installation:
The physical installation of BlueID hardware products, which may be performed by the Company, an appointed partner, or the Customer.

Integrator Tariff:
A tariff offering extended functions such as API access, SDK usage, branding, and resale options.

Cardinal Obligations:
Essential contractual obligations whose fulfillment enables the proper performance of the contract and upon which the Customer may reasonably rely.

Mobile Access:
The ability to open locks via a smartphone app. This function is not available in the Free Tier but is available starting from the Smart Tier.

NFC Transponder:
Contactless key fobs or cards used for authentication on BlueID locks. In the Free Tier, only transponders purchased directly from the Company may be used.

Platform (BlueID Access Platform):
The software solution provided by BlueID for managing locks, access rights, and users.

Professional Tier:
A paid tariff that offers extended functions such as API access, SDK usage, branding, and customer-specific modifications.

SDK (Software Development Kit):
A software package that enables developers to integrate BlueID functions into their own applications. SDK access is available only in the Professional and Integrator tiers.

Service Level Agreement (SLA):
An agreement concerning response times, availability guarantees, and support services, dependent on the selected tariff.

Smart Tariff:
A paid tariff with extended usage of the BlueID Access Platform for up to 500 locks and authorized users, as well as the ability to use extensions provided by BlueID.

Tariff:
The various usage models of the BlueID Access Platform: Free, Smart, Professional, and Integrator tiers.

Terms of Use (Nutzungsbedingungen):
Rules governing the use of the BlueID Access Platform, including technical limitations such as API rate limits.

Retained Goods:
Goods delivered by the Company that remain its property until full payment has been received.

Whitelist and Blacklist:
Lists of authorized (whitelist) or blocked (blacklist) identities that govern access to certain locks.

Access Authorization:
Digital or physical authorization that grants a person or entity access to specific areas.