This is an English translation provided for convenience. In case of any discrepancy, the German version at https://www.leanam.com/agb.html is authoritative.
These General Terms and Conditions apply to contracts between URBANMAKER UG (haftungsbeschränkt) and entrepreneurs. Individual contractual agreements set out in the respective offer or contract always take precedence over these terms.
(1) These General Terms and Conditions (hereinafter "GTC") apply to all business relationships between URBANMAKER UG (haftungsbeschränkt), Geringhoffstraße 48, 48163 Münster, operating under the brand "leanAM" (hereinafter "leanAM" or "Provider"), and its customers. They cover in particular the provision of software (leanAM MES), consulting services as well as development and other services relating to additive manufacturing.
(2) These GTC apply exclusively to entrepreneurs within the meaning of § 14 BGB (German Civil Code), legal entities under public law and special funds under public law. There is no consumer transaction within the meaning of § 13 BGB (German Civil Code).
(3) Deviating, conflicting or supplementary terms and conditions of the customer are hereby rejected; they shall only become part of the contract if and to the extent that leanAM has expressly agreed to their application in writing.
(1) Offers made by leanAM are subject to change and non-binding unless they are expressly designated as binding. A contract is concluded upon leanAM's written or electronic order confirmation or upon commencement of performance.
(2) The type, scope and conditions of the service are governed by the respective offer or the individual contract. To the extent that provisions are set out therein, these shall take precedence over these GTC.
(1) leanAM MES (Software): The licensing model and scope of services are tailored flexibly to the customer and the agreed range of services. Whether the software is provided as a purchase, as a time-limited or unlimited license, per machine, per user or per site, as well as the scope of updates, maintenance and support, are set out in the respective offer or contract.
(2) Consulting and development: leanAM provides consulting, development and other services either on a time-and-materials basis or for a fixed price, depending on the agreement. The specific arrangements (service description, deadlines, cooperation obligations) are governed by the respective offer or contract.
(3) leanAM is entitled to engage qualified third parties (subcontractors) to perform the services.
(1) leanAM grants the customer a right of use for the contractually agreed purpose in the leanAM MES software as well as in all work results created in the course of consulting and development services (in particular source code, configurations, concepts, documentation, tools and other works). The customer thereby receives everything it needs for the intended use in its own operations.
(2) All copyrights, ownership rights and other property and exploitation rights in the aforementioned work results and in the software remain with leanAM or URBANMAKER UG (haftungsbeschränkt). The work results are made available to the customer for use; no transfer of ownership or of exclusive rights takes place unless expressly agreed otherwise in writing in an individual case.
(3) Unless agreed otherwise, the granted right of use is non-exclusive and may not be transferred to third parties without leanAM's consent. leanAM remains entitled to use the underlying know-how, general methods, concepts and reusable software components for other customers as well.
(1) All prices are net amounts plus the applicable statutory value-added tax.
(2) Payment terms are agreed on a project-by-project basis and range, depending on the type of service and effort involved, from fixed-price payment to down payments and partial payments through to advance payment. Unless agreed otherwise, invoices are due for payment without deduction within 14 days of the invoice date.
(3) In the event of default of payment, the statutory provisions apply. In the event of default, leanAM is entitled to suspend further performance until outstanding receivables have been settled.
(1) leanAM MES is designed for on-premise operation within the customer's infrastructure. The provision, operation, maintenance and data backup of the required hardware and software environment are, unless expressly agreed otherwise, the responsibility of the customer.
(2) The customer shall provide the information, access and cooperation required for the performance of the services in good time and in a suitable form. Any remote access by leanAM shall take place exclusively after prior authorization by the customer.
(1) leanAM provides its services with the diligence of a prudent businessperson in accordance with the state of the art recognized at the time of performance. With respect to software, no warranty is given that it will run uninterruptedly and free of errors in every conceivable combination of the customer's hardware and software.
(2) Claims for defects become time-barred twelve months after the statutory commencement of the limitation period, unless mandatory statutory provisions prescribe a longer period. In the event of defects, leanAM shall first provide subsequent performance (cure).
(1) leanAM is liable without limitation for damages arising from injury to life, body or health, for intent and gross negligence, for fraudulently concealed defects, within the scope of a guarantee given, and under the Product Liability Act (Produkthaftungsgesetz).
(2) In the case of simple negligence, leanAM is liable only for the breach of a material contractual obligation (cardinal obligation), the fulfilment of which is essential for the proper performance of the contract in the first place and on whose observance the customer may regularly rely. In this case, liability is limited to the foreseeable damage typical for the contract and is limited in amount to the order value of the affected contract, and in the case of continuing obligations to the remuneration payable for twelve months.
(3) In all other respects, liability is excluded. In particular, liability for lost profit, indirect damages and consequential damages is excluded. For the loss of data, leanAM is liable only up to the amount of the effort that would have been required for restoration in the event of proper and regular data backup by the customer.
(4) The above limitations of liability also apply for the benefit of leanAM's legal representatives, employees and vicarious agents.
(1) As leanAM MES is operated on-premise, the customer's production and machine data remain within the customer's infrastructure; the customer retains control over its data at all times.
(2) Upon request, leanAM will support the customer, to the extent technically possible, in exporting its data in common, market-standard formats or via the available interfaces. Effort exceeding the existing export and interface functions will be remunerated separately by agreement. Specific formats and deadlines may be regulated in the individual contract.
The contracting parties undertake to treat as confidential all information of the respective other party that becomes known to them in the course of the cooperation and that is marked as confidential or is evidently confidential, and not to use it for purposes unrelated to the contract. This obligation continues beyond the end of the contract.
(1) The law of the Federal Republic of Germany applies, to the exclusion of the UN Convention on Contracts for the International Sale of Goods (UN-Kaufrecht / CISG).
(2) If the customer is a merchant, a legal entity under public law or a special fund under public law, the exclusive place of jurisdiction for all disputes arising from the contractual relationship is Münster. leanAM is also entitled to bring an action at the customer's general place of jurisdiction.
(3) Amendments and supplements to the contract must be made in text form. This also applies to the cancellation of this requirement of text form.
(4) Should individual provisions of these GTC be or become wholly or partially invalid, the validity of the remaining provisions shall not be affected thereby.
Last updated: June 2026 · URBANMAKER UG (haftungsbeschränkt)
