1.1. These general terms and conditions apply to all quotes, agreements, and services of the agency.
1.2. Deviations and additions are only valid if agreed upon in writing between the parties.
1.3. The general terms and conditions of the client are explicitly rejected, unless otherwise agreed in writing.
1.4. If a provision is void or unenforceable, the remaining provisions shall remain in full force.
2.1. Quotes are non-binding unless otherwise stated in writing, and valid for a period of 30 days.
2.2. The agreement is concluded upon written acceptance of the quote by the client.
3.1. All prices are exclusive of VAT and other government charges.
3.2. Payment must be made within 14 days after the invoice date unless otherwise agreed in writing.
3.3. In case of late payment, the client owes statutory interest for commercial claims, as well as any collection costs.
4.1. The agency will perform the assignment to the best of its ability based on a commitment to effort, unless a specific result has been agreed upon.
4.2. The client is responsible for providing accurate and complete information in a timely manner.
4.3. The client declares that they are authorized to issue the assignment and indemnifies the agency from claims by third parties.
5.1. All intellectual property rights to the developed software and documentation remain with the agency unless otherwise agreed in writing.
5.2. The client acquires a non-exclusive, non-transferable license to use the software within the agreed context.
6.1. The agency guarantees that the software will function according to the agreement for 30 days after delivery.
6.2. If the client makes changes to the software without permission, the warranty is void.
6.3. Maintenance, updates, and additional support are not covered by the initial agreement unless a separate maintenance contract has been concluded.
7.1. The total liability of the agency due to attributable failure to perform the agreement is limited to compensation for direct damage up to the amount of the agreed price excluding VAT. For continuous agreements, the maximum is the total fees for one year, with an absolute maximum of €500,000.
7.2. For damage due to death, personal injury, or material damage to property, the liability is limited to a maximum of €1,250,000 per event.
7.3. The agency is not liable for indirect damage, consequential damage, lost profit, missed savings, diminished goodwill, or business stagnation.
7.4. The exclusions and limitations of liability do not apply in cases of intent or gross negligence by the agency's management.
7.5. The client indemnifies the agency against all third-party claims arising from the use of the delivered software or services, unless the damage is caused by the agency’s gross negligence.
8.1. Both parties are obligated to maintain confidentiality of confidential information exchanged in the context of the agreement.
8.2. The software is considered confidential and may not be shared with third parties without permission.
9.1. The agency uses advanced antivirus software, VPNs (virtual private networks), and other IT security measures to ensure the safety of data and communication.
9.2. If access to the client’s systems is required, the client’s VPN may be used, provided it meets applicable security standards.
9.3. The agency’s equipment complies with all relevant IT security requirements and is equipped with up-to-date software and security protocols.
9.4. The agency takes reasonable precautions to prevent data breaches and unauthorized access. The client is responsible for adequately securing their own systems and access tools provided to the agency.
9.5. The client guarantees that the work environment is safe for the physical presence of the agency’s employees and indemnifies the agency from liability in case of damage or incidents caused by an unsafe work environment.
9.6. The client is responsible for securing their own systems and access tools.
10.1. The agency acts as an independent contractor and performs the work based on a contract for services.
10.2. The relationship between the agency and the client does not qualify as an employment contract. The agency has the freedom to perform the work at its discretion and method, unless otherwise agreed in writing.
10.3. The agency is not part of the client’s organization and is not subject to internal company rules, codes of conduct, or work culture.
10.4. The agency is free to determine its own working hours and location and is not bound by a fixed schedule or the client’s working hours. If physical presence is required, it will be limited to the agreed tasks.
10.5. The agency does not participate in general meetings or internal business gatherings of the client. As part of independent working, it is the client's responsibility to document or refer to relevant information in the project management system.
10.6. The agency is responsible for the payment of taxes and social security premiums and indemnifies the client from any claims by third parties, including government authorities, regarding taxes, social premiums, and other obligations.
10.7. The agency is allowed to engage third parties for the performance of the work within the limits of the agreement unless otherwise agreed in writing.
10.8. If an authority determines that an employment relationship exists, the client is only liable for any back taxes or penalties if these are demonstrably caused by actions or omissions of the client.
11.1. For projects performed on a time basis (e.g., per hour, per day, or per week), the client is responsible for providing a clear system in which tasks are prioritized. The agency will perform the tasks in order of priority.
11.2. If no tasks are available in the system, the agency will immediately notify the client in writing or by email. In that case, the time continues to run and will be invoiced, unless it is agreed in writing by email that the time will be paused.
11.3. The agency is not responsible for changes in priorities after a task has started, even if the task has not yet been formally marked as "in progress" in the system. The client bears the risk of changes that affect progress or efficiency.
12.1. The agreement can be terminated by both parties in the event of bankruptcy, suspension of payments, or gross negligence.
12.2. In case of early termination by the client, the client is obligated to fully compensate for the work already performed.
12.3. Both parties can terminate the agreement in writing with due notice, unless otherwise agreed.
13.1. Neither party is liable in cases of force majeure, including natural disasters, war, disruptions in internet or telecom infrastructure, or government measures.
13.2. In the event of a force majeure situation lasting longer than 60 days, the parties may terminate the agreement in writing without compensation.