General Terms and Conditions

(1) These General Terms and Conditions (“GTC”) apply to all contracts between the Contractor and its clients (the “Client”) concerning services in the fields of software development, AI and data solutions, IT and organisational consulting, analysis and conceptual design, integration, maintenance, support and training, as well as the granting of rights to use software.

(2) These GTC apply exclusively to entrepreneurs, i.e. natural or legal persons and partnerships with legal capacity acting in the exercise of their commercial or independent professional activity when concluding the contract, as well as to legal persons under public law. No contracts are concluded with consumers.

(3) Conflicting, deviating or supplementary terms and conditions of the Client, including purchasing terms, shall not become part of the contract unless the Contractor expressly agrees to their application in text form. This also applies if the Contractor performs without reservation while aware of conflicting terms.

(4) Individually negotiated framework or individual agreements take precedence over these GTC. These GTC, in the version valid at the time the contract is concluded, also apply to future business with the Client without renewed reference being required.

(1) Offers of the Contractor are subject to change and non-binding unless expressly designated as binding.

(2) The contract is concluded upon the Contractor's order confirmation in text form (email being sufficient), upon mutual signature of an offer or individual agreement, or upon commencement of performance. Only the scope of services described in the order confirmation or the accepted offer is binding.

(3) The specific scope of services results from the respective offer, a service specification, an individual order or a separately concluded framework agreement.

(1) The subject of an order may include in particular: analysis and organisational concepts, development of custom software (web, mobile and backend applications), AI and data solutions including feasibility studies and pilot projects, system integration and commissioning, consulting, training, maintenance and support, and other IT services.

(2) Unless a specific result (work) is expressly agreed, the Contractor provides services. Feasibility studies, pilot projects as well as analysis and consulting engagements in particular are services; a specific economic outcome is neither owed nor warranted.

(3) The Contractor performs the services in accordance with recognised technical standards and with professional care. Unless otherwise agreed, the Contractor determines the place, time and means of performance; no right of instruction within the meaning of an employment relationship exists. The Contractor may engage qualified subcontractors as vicarious agents.

(4) The Contractor is entitled to render partial deliveries and issue corresponding partial invoices.

(5) Accessibility of websites and applications within the meaning of statutory accessibility requirements is only owed if expressly agreed. If not agreed, the Client is responsible for verifying the applicable legal requirements.

(1) The Client shall provide all necessary information, data, documents, access, test data and test environments in a timely, complete and usable manner and at its own expense.

(2) A service specification prepared by the Contractor or provided by the Client shall be reviewed by the Client for accuracy and completeness and approved.

(3) The Client is responsible for the regular and proper backup of its data and systems unless data backup is expressly agreed as a service. If the Client works on systems in live operation, responsibility for backing up live data lies with the Client.

(4) Delays and additional expenses resulting from late, incomplete or incorrect cooperation by the Client shall not be borne by the Contractor. Agreed dates shall be postponed accordingly; proven additional effort may be charged at the applicable rates.

(5) The Client shall verify the legal permissibility of content it provides, in particular with regard to competition, trademark, copyright and data protection law. The Contractor is not liable for the legal permissibility of content specified by the Client.

(1) Change requests after conclusion of the contract shall be communicated in text form. The Contractor will assess the impact on effort, schedule and remuneration and, where necessary, submit a supplementary offer.

(2) Material changes to the scope of services require an agreement in text form and may result in adjusted schedules and remuneration. Until agreement is reached, the Contractor will continue the work on the basis of the existing order or suspend the affected work.

(1) Custom software and other deliverables agreed as a work shall be reviewed by the Client within four weeks of provision against the agreed service specification and accepted in text form.

(2) If the Client allows this period to expire without a substantiated notice of defects, or if the Client uses the deliverable in live operation, the deliverable is deemed accepted.

(3) If reported material defects exist — i.e. live operation cannot be commenced or continued — they will be remedied, followed by renewed acceptance. Immaterial defects do not entitle the Client to refuse acceptance; they will be remedied under warranty.

(1) The remuneration agreed in the offer or individual order applies (fixed price or time and materials). If no remuneration has been agreed, the Contractor's current hourly rates apply. All prices are in euros and net of VAT.

(2) For services to entrepreneurs in other EU member states, the tax liability shifts to the Client under the reverse charge mechanism (Art. 44, 196 of the EU VAT Directive); the Client shall provide its valid VAT ID for this purpose. Otherwise, the applicable statutory VAT applies.

(3) Invoices are payable within 14 days of the invoice date without deduction and free of charges. Fixed-price projects may be invoiced by milestones or upon completion; time-and-materials services monthly. Partial invoices are permitted.

(4) Travel expenses, third-party services, licence and hardware costs and other expenses will be charged separately as incurred, unless otherwise agreed.

(5) In the event of default in payment, the statutory rules for commercial transactions apply, including default interest and reimbursement of reasonable recovery costs. The Contractor is entitled to suspend ongoing work after prior notice in the event of default and, in the event of substantial default, to withdraw from or terminate the contract for cause after fruitless expiry of a reasonable grace period.

(6) The Client may only set off claims that are undisputed or have been finally established by a court. Rights of retention exist only on the basis of the same contractual relationship.

(1) Dates and deadlines are binding only if expressly agreed as binding in text form; otherwise they are non-binding planning estimates.

(2) An agreed performance period commences only upon complete provision of the required cooperation, documents and data by the Client.

(3) Events of force majeure and other unforeseeable circumstances not attributable to the Contractor (e.g. natural disasters, war, official measures, labour disputes, failure of infrastructure or third-party supplies) extend deadlines by a reasonable period. If the impediment persists for more than 60 days, either party may withdraw from the contract with respect to the affected service; services already rendered shall be remunerated.

(1) Cancellation by the Client prior to completion is only possible with the Contractor's consent in text form.

(2) If the Contractor consents, it is entitled to charge, in addition to the services already rendered and costs incurred, a cancellation fee of 30% of the order value not yet invoiced. The Client remains free to prove that no damage or significantly lower damage was incurred.

(1) Upon full payment of the agreed remuneration, the Contractor grants the Client a non-exclusive, perpetual, worldwide, non-sublicensable right to use the deliverables created specifically for the Client (e.g. the delivered solution configured for the Client, project-specific configurations, analyses and documentation) for internal purposes. The right of use includes the right to modify, adapt and further develop these deliverables for internal purposes; warranty for modifications made by the Client or third parties is governed by § 11 (3). The transfer of exclusive rights, the release of source code for free exploitation, or transferability to third parties require a separate agreement in text form.

(2) Pre-existing and reusable components remain with the Contractor. These include in particular general know-how, methods, concepts, architectural and procedural patterns, reusable program components, libraries, pipelines, tools and templates created independently of the specific order or generally usable. The Client receives a non-exclusive right to use these within the scope of the purpose of the contract; the Contractor remains entitled to use them without restriction for other projects and clients.

(3) Until full payment, all rights in the deliverables remain with the Contractor.

(4) The respective licence terms apply to any open-source components used; the Contractor will point out material licence obligations.

(5) If software is provided whose rights holder is a third party (e.g. standard software), the granting of rights of use is governed by the licence terms of the respective manufacturer.

(6) Copies for archiving and backup purposes are permitted provided all proprietary notices are retained unchanged. Decompilation and reverse engineering are permitted only within the limits mandated by law.

(1) The Contractor warrants that the services are rendered in accordance with the contract. For work deliverables, the Contractor warrants that, when used as intended in the agreed environment, the deliverables substantially conform to the agreed service specification or documentation.

(2) Defects — i.e. deviations from the agreed service specification — shall be reported without undue delay, sufficiently documented and reproducible, in text form. The Contractor shall first be given the opportunity to cure within a reasonable period; rectification takes precedence over price reduction or rescission.

(3) The warranty does not cover errors, malfunctions or damage attributable to interventions or modifications by the Client or third parties, improper operation, changed system environments, changes to operating systems, interfaces or parameters, non-observance of the documentation, or abnormal operating conditions.

(4) If the subject of the order is the modification or enhancement of existing programs, the warranty covers only the modification or enhancement.

(5) To the extent permitted by law, warranty claims become time-barred twelve months after acceptance or delivery.

(1) Outputs of AI-assisted systems (e.g. suggestions, analyses, classifications, generated content) are decision-support and work aids. They may be incorrect or incomplete (“hallucinations”).

(2) The professional review, approval and use of outputs, as well as compliance with industry-specific and regulatory requirements, are the sole responsibility of the Client and its qualified personnel. The Contractor does not provide legal, tax or medical advice.

(3) No specific accuracy, hit rate or specific economic outcome (e.g. additional revenue or savings) is warranted unless expressly agreed as binding in text form.

(1) The Contractor is liable without limitation in cases of intent and gross negligence, and for culpable injury to life, body or health.

(2) In cases of ordinary negligence, the Contractor is liable only for the breach of a material contractual obligation whose fulfilment is a prerequisite for the proper performance of the contract and on whose observance the Client may regularly rely; in this case, liability is limited to the foreseeable damage typical for this type of contract and, in amount, to the net remuneration of the affected individual order.

(3) Liability for indirect and consequential damages — in particular loss of profit, business interruption, unrealised savings or additional revenue, and third-party claims — is excluded in cases of ordinary negligence.

(4) In the event of data loss, liability is limited to the recovery effort that would have been incurred had the Client performed proper, regular data backups.

(5) The Contractor is not liable for decisions taken by the Client on the basis of the deliverables, outputs or recommendations provided (§ 12).

(6) The above limitations also apply in favour of the Contractor's corporate bodies, employees and vicarious agents. Liability under mandatory law remains unaffected.

(7) To the extent permitted by law, the Client's claims for damages — except in the cases of paragraph 1 — become time-barred twelve months after knowledge of the damage and of the party liable.

(1) Both parties shall treat confidential information of the other party as strictly confidential, use it exclusively for the purposes of the contract, and impose corresponding obligations on employees and subcontractors engaged. This obligation continues to apply after the end of the contract.

(2) Confidential information includes in particular trade secrets, technical and commercial know-how and documents marked as confidential. The obligation does not apply to information that is publicly known, lawfully obtained from third parties, independently developed, or required to be disclosed by law.

(3) Personal data is processed in accordance with the GDPR (Regulation (EU) 2016/679) and Cypriot data protection law (Law 125(I)/2018). Where the Contractor processes personal data on behalf of the Client, the parties will conclude a separate data processing agreement pursuant to Art. 28 GDPR, including technical and organisational measures.

(4) To the extent not required for the service, personal data is processed in anonymised or pseudonymised form. Processing takes place on infrastructure controlled by the Contractor, encrypted and with secured access.

(1) During the term of the contract and for twelve months after its termination, the parties shall not actively solicit employees of the other party who were involved in the performance of the orders. In the event of a breach, liquidated damages in the amount of one gross annual salary of the employee concerned shall be payable; both parties remain free to prove higher or lower damages.

(2) The Contractor may name the Client as a reference, stating the name, logo and general type of project, unless the Client objects in text form. Confidential project details will only be published with approval.

(1) Individual orders end upon complete performance. Unless otherwise agreed, continuing obligations (e.g. maintenance and support contracts) may be terminated by either party with one month's notice to the end of a calendar month.

(2) The right to terminate for good cause remains unaffected; good cause exists in particular in the event of substantial default in payment despite a grace period or material breaches of contract. Terminations must be made in text form.

(3) In the event of early termination, the services rendered and costs incurred up to that point shall be remunerated.

(1) Amendments and supplements to the contract must be made in text form; this also applies to the waiver of this requirement.

(2) The law of the Republic of Cyprus applies, excluding its conflict-of-law rules and the UN Convention on Contracts for the International Sale of Goods (CISG).

(3) To the extent legally permissible, the exclusive place of jurisdiction for all disputes arising from or in connection with the contract is the competent court at the Contractor's registered office in Paphos, Republic of Cyprus. The Contractor is also entitled to bring claims against the Client at the Client's general place of jurisdiction.

(4) The parties will first endeavour to resolve disputes amicably; they may by mutual agreement conduct mediation proceedings for this purpose.

(5) These GTC are available in German and English. In the event of discrepancies, the German version prevails.

(6) Should individual provisions of these GTC be or become invalid, the validity of the remaining provisions remains unaffected. The invalid provision shall be replaced by the legally permissible provision that most closely reflects its economic purpose.