Terms and Conditions

§ 1 Scope of Application

1. These General Terms and Conditions (GTC) apply to all contracts between IDENTIC Projects eGbR ("Contractor") and businesses as defined in Section 14 of the German Civil Code (BGB) and legal entities under public law.

2. Contracts with consumers as defined in Section 13 of the German Civil Code (BGB) are not concluded.

3. The type and scope of services are exclusively defined in the respective offer, the service description, or the individual contract.

4. Any differing or conflicting terms and conditions of the client do not apply unless their validity is expressly confirmed in writing.

5. These GTC also apply to future contractual relationships between the parties.

§ 2 Conclusion of Contract

1. Offers made by the Contractor are non-binding unless they are expressly designated as binding.

2. A contract is concluded by:

the order confirmation in written form or

the commencement of services by the Contractor.

3. Automated online tools, price estimates, or AI-based calculations are non-binding and serve only as initial guidance.

4. The scope of services, timeframe, and remuneration are defined in the respective offer or individual contract.

5. There is no right of withdrawal.

§ 3 Scope of Services and Client's Obligations to Cooperate

1. The specific scope of services is defined in the respective individual contract. Amendments and additions must be in writing.

2. The client shall support the contractor by providing all necessary information, materials, access, and approvals in a timely and complete manner.

3. All deadlines and delivery dates are automatically suspended until the client has fully provided all necessary cooperation. The contractor is entitled to invoice any additional expenses incurred separately.

4. Change requests and all modifications to the originally agreed scope of services are subject to charges and will extend deadlines accordingly.

5. Acceptance is deemed to have occurred if the client does not notify the contractor of any material defects in writing within 7 calendar days of the acceptance request.

§ 4 Prices and Payment

1. Prices are based on the respective offer and are subject to statutory value-added tax.

2. Contracts for work and services are billed according to agreed milestones; service contracts are billed according to actual expenses.

3. Hosting, SaaS, or maintenance services are billed monthly or annually.

4. Invoices are payable within 14 calendar days without deduction.

5. Offsetting is only permitted with undisputed or legally established claims.

6. Rights of use are transferred only after full payment of all outstanding claims arising from the entire business relationship.

§ 5 Warranty

1. The warranty period is 12 months from acceptance. For hosting, SaaS, or maintenance services, the warranty is limited to reproducible defects.

2. The contractor is entitled, at its own discretion, to repair or replace the defective product.

3. Minor deviations from the agreed specifications do not give rise to any warranty claims.

4. Troubleshooting not related to warranty claims will be billed as working time.

§ 6 Liability

1. The contractor is liable without limitation for intentional or grossly negligent breaches of duty, as well as for injuries to life, body, or health.

2. In the case of slight negligence in the breach of essential contractual obligations, liability is limited to the typical, foreseeable damage, but not exceeding the respective contract sum per claim and contract year.

3. Liability for indirect damages, consequential damages, and lost profits is excluded.

4. The contractor is liable for data loss only until it is restored from the last proper backup. Liability is excluded if the client has violated their own backup obligations.

§ 7 Copyrights and Rights of Use

1. Copyrights remain with the contractor.

2. Upon full payment, the client receives a simple, non-exclusive, perpetual, and worldwide right of use for the contractually agreed purpose.

3. Reusable frameworks, modules, templates, and libraries remain the property of the contractor.

4. Open-source components are subject to their respective license terms.

5. AI-generated content is subject to the license terms of the models used.

6. The contractor may use the project for reference purposes unless otherwise agreed.

§ 8 Confidentiality

1. Both parties shall treat confidential information as strictly confidential.

2. This obligation shall remain in effect for at least five years after the termination of the contract, and indefinitely for trade secrets.

3. Statutory disclosure obligations remain unaffected.

§ 9 Term and Termination

1. Contracts for work and services end upon acceptance.

2. Service contracts may be terminated with four weeks' notice to the end of the month, unless a fixed term has been agreed upon.

3. Hosting and SaaS contracts are automatically renewed for 12 months unless terminated with three months' notice prior to expiry.

4. The right to extraordinary termination remains unaffected.

§ 10 Subcontractors

1. The contractor is entitled to use subcontractors. A right of objection exists only for legitimate, verifiable security reasons.

2. Subcontractors are bound to confidentiality.

§ 11 Data Protection

1. Both parties comply with data protection regulations, in particular the GDPR.

2. A data processing agreement (DPA) will be concluded for data processing on behalf of the controller.

3. Hosting takes place exclusively within the EU.

§ 12 Hosting, Availability, and Backups

1. Availability is not guaranteed unless expressly agreed upon.

2. Maintenance work, technical malfunctions, or force majeure do not give rise to any claims for damages.

3. Backups are created as agreed; restorations may be subject to a fee.

§ 13 Severability Clause

1. Should any provision of these Terms and Conditions be invalid, the validity of the remaining provisions shall remain unaffected. The invalid provision shall be replaced by a provision that most closely approximates its intended economic purpose.

§ 14 Jurisdiction and Applicable Law

1. German law shall apply exclusively.

2. The place of jurisdiction for all disputes is Arnsberg, Germany.

§ 15 Final Provisions

1. Amendments and additions to these Terms and Conditions must be in writing.

2. No collateral agreements exist.