General Terms and Conditions
Note: These GTC apply in addition to individual offers/service descriptions. In case of contradictions, individual agreements take precedence.
1. Scope, Definitions
These General Terms and Conditions (GTC) apply to all contracts, deliveries and services between DevSolux UG (haftungsbeschränkt) (hereinafter “DevSolux” or “Provider”) and the customer.
A “Consumer” is any natural person who enters into a legal transaction for purposes that are predominantly neither attributable to their commercial nor their independent professional activity (Section 13 German Civil Code (BGB)). An “Entrepreneur” is a natural or legal person or a partnership with legal capacity who, when concluding the contract, acts in the exercise of their commercial or independent professional activity (Section 14 BGB).
Deviating, conflicting or supplementary terms of the customer do not become part of the contract unless their applicability has been expressly agreed in text form.
2. Subject Matter and Types of Services
DevSolux provides services in particular in the areas of software development, web and app development, API integration/system integration, process and automation, DevOps/cloud/containers, AI & machine learning, as well as consulting and related technical services.
The specific scope of services results from the respective offer, contract or an individual service description (e.g. specification, statement of work, sprint backlog).
2a. Services, Work Results, Agile Approaches
Unless expressly agreed otherwise, DevSolux provides services as a service contract (no specific result owed). If a specific work result is expressly owed (e.g. a defined set of functions, a module, an acceptance), this constitutes a work contract.
In agile approaches (e.g. sprint-based), requirements are refined iteratively. Scope, priorities and schedule may change during the project (change requests). DevSolux points out impacts (time/effort/costs); implementation takes place only after approval by the customer.
2b. SaaS / Operation of Applications
If DevSolux provides software as an ongoing service (software-as-a-service / hosted application), it is made available to the customer for use for the term of the contract. A sale of the software or a transfer of ownership is not owed unless expressly agreed otherwise.
3. Conclusion of Contract
Offers by DevSolux are subject to change and non-binding unless expressly marked as binding. A contract is concluded by (a) written or text-form order confirmation, (b) countersignature of an offer or (c) commencement of performance by DevSolux.
4. Customer’s Duties to Cooperate
The customer provides all information, content, data, access rights, contacts and decision-making paths required for the provision of services in due time, completely and correctly. This includes in particular system access, API keys, test data, approvals and technical framework conditions.
Delays, quality impairments or additional effort due to missing/late cooperation, unclear requirements or subsequent change requests are not at DevSolux’s expense. DevSolux is entitled to charge separately for additional effort caused thereby.
5. Remuneration, Billing, Default of Payment
Remuneration is based on the agreed offer (e.g. fixed price, time and materials, retainer). All prices are net plus statutory VAT unless expressly stated otherwise.
Invoices are due for payment within 14 days from the invoice date without deduction, unless otherwise agreed.
If the customer is in default, DevSolux is entitled to charge default interest at the statutory rate. In addition, DevSolux may claim a flat-rate fee for late payment against entrepreneurs, as provided by law.
For entrepreneurs, set-off or retention is permitted only with undisputed or legally established claims; for consumers, the statutory provisions apply.
6. Performance Deadlines, Delay, Force Majeure
Dates and deadlines are binding only if expressly agreed as binding. Deadlines start only once all required cooperation by the customer has been provided.
Events of force majeure (e.g. outage of networks/cloud services, strikes, pandemics, official measures, war) and other circumstances for which DevSolux is not responsible may delay performance. DevSolux informs the customer and adjusts the schedule appropriately.
7. Acceptance for Work Results
If work results are owed, acceptance takes place after completion. DevSolux provides the work to the customer for review and sets a reasonable review period.
Material defects entitle the customer to refuse acceptance; immaterial defects do not prevent acceptance and will be remedied as part of subsequent performance. If no acceptance and no written notice of defects is provided within the review period, DevSolux may set a further reasonable deadline.
For entrepreneurs, acceptance is also deemed to have taken place if the work is used in production without material defects being reported.
8. Warranty / Defect Rights
The statutory warranty rights apply. For services, DevSolux does not owe a specific result unless a work contract has been expressly agreed.
Claims for defects do not exist insofar as the customer makes changes/interventions to the subject matter of performance that have not been approved by DevSolux, or if defects are attributable to content provided by the customer, third-party software, or insufficient system environments.
9. Copyright, Rights of Use, Preliminary Works
DevSolux retains all rights to methods, concepts, know-how, preliminary works, libraries, frameworks, tools and generic components that were created independently of the customer project or can be used across projects.
For project-related work results, the customer receives—subject to full payment—a simple, non-exclusive, unlimited right of use for its own purposes within the contractually agreed scope, unless otherwise agreed in writing. Any transfer, sublicensing or processing by third parties requires—unless mandatory law permits otherwise—DevSolux’s consent.
If open-source components or third-party software are used, their license terms also apply. DevSolux will make such use transparent upon request, insofar as reasonable.
9a. SaaS Use, Accounts, Permitted Use
If DevSolux provides an application as SaaS, the customer receives for the term of the contract a non-transferable, non-exclusive right to use the application in accordance with the contract. Access credentials must be treated confidentially and must not be passed on to unauthorized third parties.
The customer undertakes not to misuse the application (e.g. unlawful content, attacks, unauthorized scraping, bypassing access restrictions). In the event of serious violations, DevSolux may temporarily block access if necessary to prevent damage; the customer will be informed in advance where possible.
9b. Availability, Maintenance, Support
DevSolux strives for high availability of the SaaS services. A specific availability or an SLA is owed only if expressly agreed.
DevSolux is entitled to carry out maintenance windows, in particular for security, stability and further development. Planned maintenance will be announced in good time where possible.
9c. Data Backup, Data Export, Deletion
The customer remains responsible for the content and data processed in the application. DevSolux provides technical support within the scope of the agreed services.
Unless otherwise agreed, the customer is responsible for taking precautions to back up its data (e.g. export/backup). DevSolux may perform additional technical backups without thereby providing any guarantee of complete restorability, unless expressly agreed.
After the end of the contract, the customer may, within a reasonable period, request the release/export of its data in a common format, insofar as technically possible and economically reasonable. Thereafter, DevSolux is entitled to delete the data unless statutory retention obligations prevent this.
10. Data Processing, Access to Content, Processing on Behalf
DevSolux provides the software and technical services as a platform/service. There is no content review, evaluation or use of customer content unless expressly commissioned (e.g. data migration) or required by law.
Access to application data takes place only insofar as required for technical reasons (e.g. maintenance, error analysis, support) and to the extent necessary.
Further details are set out in the Privacy Policy and—if required—a separate data processing agreement (DPA).
11. Confidentiality
Both parties undertake to treat all confidential information obtained in the course of cooperation as confidential and to use it only for contractual purposes. This obligation continues after the end of the contract.
Information is not confidential if it (a) is generally known, (b) becomes known without breach of these GTC, (c) was lawfully obtained from third parties, or (d) must be disclosed due to statutory obligations.
12. Liability
DevSolux is liable without limitation in cases of intent and gross negligence as well as in the event of injury to life, body or health.
In cases of simple negligence, DevSolux is liable only for breach of essential contractual obligations (cardinal obligations), limited to the foreseeable, typical contractual damage.
Liability under the Product Liability Act and for expressly assumed guarantees remains unaffected.
Where liability for data loss is considered, it is limited to the typical restoration effort that would have arisen with proper data backup by the customer, provided DevSolux did not act intentionally or with gross negligence.
13. Term, Termination
The term results from the contract. Project services generally end upon completion/acceptance. Continuing obligations (e.g. SaaS, maintenance, retainer) may—unless otherwise agreed—be terminated with 30 days’ notice to the end of the month.
The right to terminate without notice for good cause remains unaffected. Good cause exists in particular if the customer is significantly in arrears with due payments despite a reminder, or seriously breaches usage or cooperation obligations.
14. Right of Withdrawal
Consumers have a statutory right of withdrawal. Details are set out in the Withdrawal Policy.
Entrepreneurs within the meaning of Section 14 BGB do not have a right of withdrawal.
15. Consumer Dispute Resolution
DevSolux is neither obliged nor willing to participate in dispute resolution proceedings before a consumer arbitration board, unless expressly agreed otherwise in an individual case.
16. Final Provisions
The law of the Federal Republic of Germany applies, excluding the UN Convention on Contracts for the International Sale of Goods (CISG).
If the customer is a merchant, a legal entity under public law or a special fund under public law, the place of jurisdiction for all disputes arising from the contractual relationship is Berlin, insofar as legally permissible. Otherwise, the statutory places of jurisdiction apply.
Should individual provisions of these GTC be or become invalid, the validity of the remaining provisions remains unaffected. In place of the invalid provision, that valid provision shall be deemed agreed which comes closest to the economic purpose.