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General Terms and Conditions (GTC)

General terms and conditions for commissioning projects - version May 29, 2023

1. Scope

These General Terms and Conditions (hereinafter “Terms and Conditions”) apply to all current and future business relationships between adrastea GmbH & Co. KG, after referred to as “Company”, and its customers.

2. Services

The Company provides software development and consulting services, including but not limited to the services described in the Individual Agreement.

2.1 Requirements for the project description

The customer is obliged to provide a detailed project description that clearly defines the requirements and objectives of the project. The project description should contain all information relevant to the implementation of the project, including the expected time frames and milestones, the resources required, and the specific functions or features of the desired software.

2.2 Use of subcontractors

The Company reserves the right to use subcontractors, if necessary, to provide the services specified in the Agreement. This is always done in compliance with the quality standards agreed in this contract and the applicable data protection regulations. The selection and supervision of subcontractors is the responsibility of the company. The involvement of subcontractors does not result in additional costs for the customer unless this is expressly agreed in writing.

2.3 Acceptance

2.3.1 Cooperation during acceptance

After the company has completed the services provided, a review is carried out together with the customer to ensure that all the requirements set out in the contract are met. In this phase, the customer has the opportunity to confirm the services provided, which is considered acceptance. This step is essential to ensure the fulfillment of mutual obligations.

2.3.2 Acceptance process

If during the inspection any defects are identified that do not meet the requirements set out in the Contract, the Company undertakes to correct these defects in an appropriate manner. Once these improvements have been completed, a further review will be carried out together with the customer until the services can be accepted to the customer's satisfaction.

2.3.3 Additional Requirements and Changes

We understand that needs and ideas may vary as the project develops. If additional requirements or requests for changes arise during or after the acceptance process that go beyond the requirements specified in the contract, we are happy to consider these as separate requirements and record them in an additional agreement. This allows us to effectively meet the new requirements and maintain a transparent cost structure.

2.4 Service contracts

If the customer commissions the company on an hourly basis, a service contract is concluded. In this case, the company charges its services based on actual effort and at the agreed hourly rates. The company regularly issues invoices to the customer detailing the time and costs spent on the services provided.

3. Prices, payment terms and maintenance

Unless otherwise agreed in the individual contract, payments are staggered and based on defined project milestones. When the contract is concluded, a deposit of 35% of the agreed total price is due. Further payments will be due upon completion of each Milestone as set out in the individual Contract. The remaining balance is payable upon completion of the final milestone and completion of the project. If the individual contract provides for a different payment method, this takes precedence.

3.1. Maintenance contract

The customer has the option of concluding an ongoing maintenance contract. This covers maintenance work and updates necessary to correct incompatibilities or adapt to technical or legal changes. The cost of this service is billed monthly and is independent of any payments made for the original project.

3.2. Case-specific maintenance

If the customer decides against concluding a maintenance contract, he is aware that incompatibilities or other technical or legal changes may occur in the future that require maintenance work. In this case, the costs for such maintenance work are calculated on a case-specific basis and must be borne in addition to the costs for the original project.

3.3. Forward-looking conception

The company strives to develop the software so that it lasts as long as possible without additional maintenance work. However, the Company cannot guarantee or assume any liability for the continued, uninterrupted operation of the Software, especially in cases where external factors such as operating system updates or legal changes affect operation.

4. Late Payment

In the event of late payment, the Company is entitled to suspend further work on the Customer's projects until the outstanding payments are paid in full. In addition, late payment interest of 5% per month may be charged on the outstanding amount.

5. Changes to the project

Changes to the originally agreed project scope must be requested in writing and approved by both parties. Changes may result in adjustments to the price and delivery date. The Company reserves the right to reject any changes that are impractical or beyond the Company's expertise.

6. Termination conditions

In the case of a service contract, the customer can terminate the contract at any time. Upon receipt of termination, the Company will cease its services and issue the Customer a final invoice for the services provided up to the date of termination.

7. Termination Conditions

If the customer cancels the project, a cancellation fee will be charged, which corresponds to at least 50% of the agreed total price. This fee covers non-refundable costs as well as working time already invested. Scheduling and prepaying resources such as developers for the project represents a significant effort for the company. If the project is canceled, these costs cannot be covered in any other way, which is why the cancellation fee is necessary.

8. Limitation of Liability

The Company shall not be liable for any indirect damages, loss of profits or consequential damages that the Customer may suffer as a result of any delays, errors or failures in the provision of the Service.

8.1. Limitation of Liability for Services

In the case of a service contract, the company is only liable for gross negligence and intent. Liability for slight negligence is excluded to the extent permitted by law.

8.2 Warranty

Company warrants that the Software will operate substantially in accordance with the Documentation and Specifications. This warranty is valid for a period of 12 months from the date of delivery. Defects caused by improper use, changes or modifications by the customer are excluded. In the event of a demonstrable defect, the company will attempt to remedy it within a reasonable time or provide the customer with an alternative solution.

9. Intellectual Property

Unless otherwise stated in the individual agreement, the Company retains all rights to the created software products, solutions and related materials. This includes, but is not limited to, copyrights, patents, trademarks and other forms of intellectual property. The customer is granted a non-exclusive, non-transferable and personal right of use for the purpose specified in the contract. Reproduction, modification, resale, rental, leasing or other distribution of the software to third parties is not permitted without the express written consent of the company. We attach great importance to protecting the interests and rights of our customers and strive to maintain fairness and transparency in our agreements and practices.

10. Data Protection

The company complies with relevant data protection laws and undertakes to use the customer's personal data only for the performance of the contract. In addition, the company undertakes to take appropriate technical and organizational measures to ensure the security of the customer's personal data. More detailed information on data processing is contained in the Company's Privacy Policy, which is available upon request.

11. Confidentiality

Both parties agree to confidentiality. All business information, data, documents and other knowledge that they obtain through their business relationship with each other may not be made accessible to third parties without the express written consent of the other party. This also applies after termination of the contractual relationship. The obligation of confidentiality does not cover information that is generally known or that becomes publicly known through no action or fault of the receiving party.

12. Applicable Law and Place of Jurisdiction

The law of the Federal Republic of Germany applies exclusively to these General Terms and Conditions and all contracts between the company and the customer. The place of jurisdiction for all disputes arising from this contract is the company's headquarters.

13. Dispute Resolution

The Company and the Customer shall endeavor to resolve all disputes arising out of or in connection with this Agreement amicably and with mutual understanding. In the event of differences, an open and constructive dialogue is sought in order to find a solution acceptable to both parties.

13.1. Arbitration Procedure

If an amicable solution is not possible, both parties agree to engage in formal mediation before taking legal action. A neutral third party, the arbitrator, is chosen to hear the conflict and propose a solution. Both parties undertake to participate in this process in good faith.

13.2. Legal action

If the arbitration procedure does not lead to an agreement, both parties are free to take legal action. In this case, the law of the Federal Republic of Germany is exclusively applicable and the place of jurisdiction for all disputes arising from this contract is the company's headquarters.

14. Right of withdrawal

If the contract was concluded using only means of distance communication (such as by telephone, e-mail or the Internet) or outside the company's business premises and the customer is a consumer within the meaning of Section 13 of the German Civil Code (BGB), the customer has the right to withdraw from the contract within fourteen days without giving reasons. The cancellation period begins on the day the contract is concluded. In order to exercise the right of withdrawal, the customer must inform the company of his decision to withdraw from this contract by means of a clear statement (e.g. a letter sent by post, fax or email). After timely exercise of the right of withdrawal, the company will repay all payments made by the customer immediately and no later than fourteen days from the day on which the company received notification of the withdrawal of this contract.

15. Non-performance by the customer

Should the Customer fail to fulfill its obligations, such as providing required information, materials or resources, and should this affect the Company's ability to provide the agreed Services, the Company reserves the right to suspend or terminate the provision of the Services. In this case, the Customer's obligation to pay for services already provided remains and the Company will not be liable for any delays or defects caused by the Customer's failure to do so.

Nuremberg, May 29, 2023