Our terms and conditions apply to the creation of an individual software in accordance with the contract / agreement concluded between us and the customer.
Our terms and conditions apply exclusively; We do not recognize conflicting or deviating conditions of the customer, unless we have expressly agreed in writing to their agreement. Our terms and conditions shall also apply if we carry out the software creation subject to reservation of knowledge of conflicting or deviating conditions of the customer.
Our terms and conditions apply both to consumers and to entrepreneurs, unless in the respective clause differentiation is made.
The order of the client represents a binding offer, which we can accept within two weeks by sending an order confirmation or by handing over the work. Previously submitted offers or cost estimates by us are non-binding.
We reserve the rights of ownership and copyrights to illustrations, drawings, calculations and other documents. This also applies to such written documents, which are designated as "confidential". Before being passed on to third parties, the client requires our express written consent.
The client may use the software created by us without restrictions and install it on any number of workstations. Further development of the software may only be carried out by the client in a framework to be agreed in advance. We transfer to the client for all currently known types of use an exclusive, transferable, irrevocable and unlimited right of use. The rights according to 13 and 25 UrhG are excluded.
Decisive are the prices agreed in the offer.
The total remuneration (if applicable after deduction of partial payments made) shall be payable within ten days after acceptance and without deduction of cash discount, unless otherwise agreed. The legal rules regarding the consequences of late payment apply.
For self-contained power units, an advance payment equaling the value of the service provided may be required by us in accordance with the statutory provisions.
The customer is only entitled to offset rights if his counterclaims are legally established, undisputed or recognized by us. As far as the customer is an entrepreneur, a retention right is excluded, unless the counterclaim of the customer comes from the same contractual relationship and is undisputed or legally established.
If we have specified deadlines for completion and completion and have used them as the basis for placing the order, such time limits shall be extended in cases of force majeure for the duration of the delay.
For any defects, we provide warranty at our discretion by repair or re-manufacturing. If we seriously and finally refuse the fulfillment or we refuse the removal of the defect and supplementary performance due to disproportionate costs or this has failed objectively, the client can only demand a reduction of the remuneration (reduction) and if necessary damage compensation within the scope of the following limitation of liability.
Warranty claims of the client are excluded, however, if the latter has changed the software itself or had it modified by a third party, unless the customer proves that a change does not make our analysis and processing costs significantly more difficult and the defect of the software was adhered to upon acceptance.
We warrant that the results of this Agreement are free from third party intellectual property rights and that, to our knowledge, there are no other rights that limit or exclude use under this Agreement.
We indemnify the customer from all claims of third parties, which assert a violation of property rights. The parties will notify each other in writing without delay if any claims are made against them for infringement of property rights.
If the contractual use contrary to paragraph 3 or 4 (§ 6) is impaired by industrial property rights of third parties, we have the right, without prejudice to the client's right, to change the contractual services to a reasonable extent for the client at his own option Fall outside the scope of the protection, but also in accordance with the contractual provisions, or to have the power to use them in accordance with the contract without restrictions and at no additional cost to the client.
For the limitation of claims for defects §634 a BGB applies. Thereafter, the claims expire within the regular limitation period (§195 BGB).
Further guarantees in the legal sense the client does not receive by us.
For claims for damages due to a defect §7 applies.
Our liability for contractual breaches of duty and tort is limited to intent and gross negligence. This does not apply to injury to life, body and health of the customer, claims for breach of cardinal obligations and compensation for damages caused by default (§286 BGB). Insofar we are liable for every degree of fault.
The aforementioned exclusion of liability also applies to slightly negligent breaches of duty by our vicarious agents.
Insofar as liability for damages that are not based on injury to the life, body or health of the client is not excluded for slight negligence, such claims become time-barred within one year beginning with the creation of the claim. This does not apply to damages due to a defect of the manufactured work. Such claims become time-barred within the regular limitation period.
The claims arising from the Product Liability Act remain unaffected.
Differing from § 195 BGB, our claims to payment of the wages become statute-barred after five years. With regard to the beginning of the limitation period § 199 BGB applies.
Legally relevant declarations and advertisements which the client has to submit to us or a third party must be in writing.
Unless otherwise stated in the contract, place of fulfillment and payment is our place of business.
This contract is governed by the law of the Federal Republic of Germany.
The exclusive place of jurisdiction for contracts with merchants, legal entities under public law or special funds under public law is the court responsible for our place of business.
Please also note the license agreement valid for the respective software.