Terms of Contract and Licence
1. Scope
1.1 These General Terms and Conditions (GTC) govern the provision of software and hardware products as well as services, including workshops and data analyses, by Semodia GmbH (hereinafter “Semodia”) to business entities as defined in Section 14 of the German Civil Code (BGB). They apply to all current and future business relationships, unless expressly agreed otherwise.
1.2 The GTC apply in particular to the use of the Semodia Platform, the MTP Engine, the MTP Control Engine, as well as FLOW2MTP and supplementary, related services.
2. Basis of the Contract and Amendments
2.1 Contracts are concluded upon written order confirmation by Semodia. Offers from Semodia are subject to change and non-binding.
2.2 Amendments and supplements to the contract, including these Terms and Conditions, must be in writing. Individual agreements take precedence; the burden of proof lies with the party invoking them.
3. Use of the Semodia Platform
3.1 Upon payment, the user acquires the right to use the software and services via the Semodia Platform without acquiring any ownership rights. Use is subject to compliance with the provisions set forth in the Terms and Conditions and the order confirmation.
3.2 Registration on the Semodia Platform requires complete and accurate information. Users are responsible for the security of their login credentials and for complying with the Terms of Use.
3.3 Content that violates applicable law may not be uploaded or shared. Semodia reserves the right to remove such content.
4. Software Usage Rights
4.1 Use of the MTP Engine (library software)
4.1.1 Semodia grants the user a non-exclusive, non-transferable, and time-limited right to use the MTP Engine software exclusively for the purpose specified in this agreement. The user may use the software only in the manner and to the extent authorized by Semodia for their own business operations.
4.1.2 Any use of the MTP Engine software beyond the specified purpose is prohibited without Semodia’s prior written consent. This includes, in particular, the modification, reverse engineering, decompilation, or disassembly of the software.
4.2 Use of the MTP-Control-Engine (source code)
4.2.1 Test Use as Binaries
4.2.1.1 Semodia provides the MTP-Control Engine in the form of binary files (binaries) free of charge. These may be used exclusively for testing purposes. Any productive use or deployment in production environments is prohibited without the appropriate licensing.
4.2.1.2 Unauthorized or unlicensed use of the MTP-Control Engine software will result in the immediate termination of the test license and may result in civil and criminal liability.
4.2.2 Licensed Use as Source Code
4.2.2.1 Semodia provides the MTP-Control Engine as source code together with a license for the agreed-upon use. This license defines the scope and conditions under which the source code may be used. Customers are obligated to comply with these conditions.
4.2.2.2 The source code of the MTP-Control Engine may not be altered, modified, or otherwise rewritten. Any modification of the source code by the customer results in the immediate loss of all warranty and liability claims against Semodia. Exceptions require the express written consent of Semodia.
4.2.2.3 Semodia assumes no liability for damages or performance disruptions arising directly or indirectly from unauthorized modifications, use, or misuse of the source code. This disclaimer of liability applies regardless of whether the damage was caused by the licensee or by third parties.
4.3 Use of FLOW2MTP
4.3.1 Semodia grants the user a non-exclusive, non-transferable right to use FLOW2MTP, limited to the agreed contract term, in accordance with the scope specified in the respective order confirmation. This right of use covers exclusively the intended use for the user’s own business purposes.
4.3.2 FLOW2MTP is generally provided as software operated locally by the User or Customer. To the extent that an internet connection is required for activation, reactivation, license status queries, or connected online services, the User must provide and maintain the necessary technical requirements for this.
4.3.3 The functionality of FLOW2MTP may depend on third-party software or components, in particular Microsoft Visio, PAVIS technologies, customer networks, interfaces, firewalls, proxies, or other system environments. Unless otherwise agreed upon in individual agreements, Semodia is not obligated to provide or ensure the functionality of such third-party components.
4.3.4 The user is not authorized to modify, reverse engineer, decompile, disassemble, reproduce, distribute, rent, lease, or make FLOW2MTP available to third parties, unless this is expressly permitted by law or has been approved in writing by Semodia.
4.3.5 Content, models, tag lists, PFDs, automation P&IDs, or rMTP files generated with FLOW2MTP do not relieve the User of the obligation to conduct a technical review for technical, regulatory, and operational suitability. Semodia assumes no responsibility for the factual accuracy of content generated or maintained by the User.
4.3.6 To the extent that FLOW2MTP is connected to the Semodia Platform or the user’s systems via APIs or other interfaces, the user is responsible for customer-side configuration, rights assignment, network permissions, and data backup, unless these services are expressly provided by Semodia.
4.3.7 In the event of violations of the agreed terms of use, particularly in the case of unauthorized use or circumvention of activation, protection, or licensing mechanisms, Semodia is entitled to terminate the rights of use for cause or to enforce technical protection measures to the extent permitted by law. Further claims remain unaffected.
4.4 Protection of the Software
4.4.1 All rights, title, and interest in the Software and all copies thereof remain with Semodia or its licensors. The Software is protected by copyright laws, international copyright treaties, and other national and international laws.
4.4.2 The User agrees not to modify, sell, rent, lend, license, distribute, or create derivative works based on the Software, unless expressly authorized in writing by Semodia.
5. Terms of Payment
5.1 Prices correspond to the information in the offer or order confirmation and include applicable sales tax. Payments must be made on time in accordance with the agreed terms.
5.2 In the event of late payment, interest on arrears shall be due in accordance with statutory provisions. Semodia reserves the right to withhold further deliveries and services in the event of non-payment.
6. Delivery and Obligations to Cooperate
6.1 Compliance with delivery deadlines is contingent upon the customer fulfilling their obligations to cooperate. In the event of non-fulfillment by the customer, the deadlines shall be extended accordingly.
6.2 Force majeure and other uncontrollable events may result in an adjustment of delivery deadlines.
7. Warranty and Liability
7.1 Semodia warrants that the software meets the agreed-upon requirements and enables normal use. In the event of material defects, Semodia shall, at its discretion, provide a repair or a replacement.
7.2 Semodia’s liability is limited to intent, gross negligence, and the breach of material contractual obligations. Liability for slight negligence is limited to foreseeable, contract-typical damages, provided that no personal injury or harm to health is involved.
8. Copyright and Data Protection
8.1 Semodia warrants that the software provided is free from third-party rights. In the event of intellectual property infringements, Semodia will, at its discretion, procure a license.
8.2 To the extent that the software contains open source software (hereinafter also referred to as “OSS”), this is listed in the software’s Readme_OSS.md file (or the corresponding file); alternatively, the corresponding file will also be made available upon request via email or download link for up to three (3) years after the purchase of the software. The same applies to the associated source code. The User is entitled to use the open-source software beyond its intended use in accordance with the applicable OSS license terms, provided that the User enters into license agreements with the respective rights holders under the terms of the respective OSS license. These OSS license terms are attached to the software and take precedence over these Semodia contract terms in relation to the rights holders, particularly with regard to any copyleft effects. The OSS license terms also take precedence to the extent that they grant the Customer certain rights of use with respect to proprietary components due to the combination of OSS components with proprietary components, or to the extent that such rights of use must be granted by Semodia under the OSS license terms. Semodia will make the OSS source code available upon request by the user or a third party in exchange for payment of a corresponding reimbursement of expenses, to the extent that the OSS license terms provide for such disclosure of the source code. Such a request should be directed to: info@semodia.com.
2026_05_General Terms and Conditions of Contract and License SEMODIA GmbH
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