GTC - General Terms and Conditions of AtroCore GmbH (GTC)
Version (effective date): 2026-09-24
1. Subject and Contractual Framework
1.1. These General Terms and Conditions (GTC) govern the Professional Services of AtroCore GmbH.
1.2. The following instruments govern the relationship between AtroCore GmbH and the Customer, each within its own subject matter: (a) the GNU General Public License version 3 (GPLv3) governs the AtroCore Platform (Platform); (b) the End User License Agreement (EULA) governs the Premium Modules and all questions of licensing; (c) the Software Maintenance and Support Agreement (SMSA) governs maintenance and support; (d) the Software as a Service Agreement (SSA) governs the hosted operation of the software and the maintenance and support provided with it; (e) these GTC govern Professional Services.
1.3. In the event of a conflict, GPLv3 prevails in respect of the Platform, the EULA on all licensing questions, the SMSA or the SSA on maintenance, support, and hosting, and these GTC on Professional Services. These GTC grant no license to the Platform or to the Premium Modules. Section 12 governs only the rights in deliverables that AtroCore GmbH develops individually for the Customer.
1.4. The detailed description of the services provided by AtroCore GmbH can be found in the tender documents, project contracts, their enclosures, and specifications.
1.5. Professional Services are all services AtroCore GmbH provides other than the licensing of software, the provision of software as a service, and maintenance and support under a maintenance and support agreement. Professional Services include in particular consulting, requirements analysis, conception, configuration, individual software development, System Integration (Section 23), data migration, training, and project management.
2. Scope
2.1. AtroCore GmbH (hereinafter referred to as AC) provides Professional Services to the ordering party (hereinafter referred to as the Customer) solely on the basis of these General Terms and Conditions, unless otherwise specified in the contract between the parties, and if the Customer is a business customer, a legal person under public law, or a special fund under public law. A business customer is a natural or legal person or a partnership with legal capacity that concludes the contract in the exercise of its commercial or independent professional activity. AC does not conclude contracts with consumers.
2.2. These General Terms and Conditions also apply to all future business relations between the contracting parties without a separate agreement being required.
2.3. General terms and conditions of the Customer or any third party apply only to the extent that AC has expressly agreed to them in writing.
2.4. The Customer explicitly acknowledges these terms and conditions upon order placement.
3. Conclusion of Contract
3.1. The contract is concluded by written or electronic acceptance of the offer by the Customer, written or electronic order confirmation by AC, or contract conclusion between the parties.
3.2. Offers of AC lose their validity after two (2) weeks from the date of issue.
3.3. The offer made by AC to the Customer may not be made available to third parties, either in whole or in part, without the prior written consent of AC.
3.4. All works and services handed over to the Customer prior to contract conclusion remain the property of AC and may not be made accessible to third parties without the prior written consent of AC.
3.5. Written or electronic instructions from the Customer or their authorized representative for the initial placement of an order shall be deemed a binding order. Instructions relating to changes to the scope or specifications of an existing order are subject to the written or electronic form requirement set out in Section 5.
4. Scope of Services
4.1. The scope of services provided by AC to the Customer is set out in the service description of the respective offer. This includes all additional requirements and specifications that supplement or specify the services mentioned in the offer.
4.2. All requirements and service specifications are provided to AC in written or electronic form, or are gathered, adjusted, and enriched in cooperation with the Customer, separated from one another, and recorded in the form required by AC (e.g., as a "user story"). All associated activities of AC within this process are part of the paid services and are billed at the standard hourly rate. This also applies to subsequent substantiations, changes, and extensions of the Customer requirements recorded up to that point.
4.3. Based on specifications collected as a result of a requirements analysis, AC may prepare a description of possible solutions for the realization of Customer requirements and agree these with the Customer. All related activities are also part of the paid services and will be charged at the standard hourly rate.
4.4. AC is authorized to use the assistance of qualified subcontractors for the execution of the contract and to transfer associated rights and obligations to them. If services are not provided by such third parties in a timely or correct manner, AC may provide the services with delays or withdraw from the contract. The Customer shall be informed without delay insofar as possible and reasonable. The selection and monitoring of subcontractors is the responsibility of AC.
4.5. Services not explicitly mentioned in the contract are not part of the contract content and are not owed by AC unless agreed in written or electronic form.
4.6. AC undertakes to supply sufficiently tested software. Before a deliverable is installed, the Customer shall back up its data in accordance with Section 8.10.
4.7. Unless agreed in writing, AC is not obliged to deliver intermediate results, drafts, layouts, source files, or similar materials leading to the contractual work.
4.8. AC reserves the right to make minor and/or technical deviations from the contract content, provided the Customer does not incur any material or technical disadvantages as a result. For the purposes of this clause, a deviation is minor if it does not affect the agreed functional scope of the deliverable.
4.9. If necessary, AC is entitled to require the mutual use of issue tracking and project management software by both contracting parties.
4.10. AC reserves the right to explicitly request expense approvals.
4.11. Cost estimates of AC are prepared to the best of AC's knowledge on the basis of the information available at the time of estimation, which is often incomplete, and are therefore non-binding.
4.12. Software that AC develops as part of Professional Services is delivered in the form in which it runs on the Platform, which is source code. Where a deliverable contains source code of the Premium Modules or of AC's Pre-existing Materials (Section 12.4), that source code remains a trade secret of AC, and the Customer shall protect it as the EULA requires for the source code of the Premium Modules. AC does not owe the delivery of third-party source code. Documentation of the source code is owed only if agreed in writing.
4.13. AC fulfils the configuration of tax calculations only upon explicit request of the Customer. The correctness of tax calculations is not guaranteed by AC. The Customer is responsible for ensuring the correctness of tax calculations.
4.14. Marketing materials, websites, presentations, demonstrations, roadmaps, statements about planned features, and statements made by AC's staff or partners in pre-contractual discussions do not constitute an agreement on the quality of the services, a guarantee, or a warranted characteristic, unless they are expressly incorporated into the offer, the order confirmation, or a written addendum.
4.15. AC assumes a guarantee, that is, an undertaking to stand in for the existence of a characteristic of its services and to be liable for its absence irrespective of fault, only where a document signed by AC expressly designates a characteristic as guaranteed and uses the word "guarantee" or "Garantie" in that context.
5. Change of Scope or Specifications
5.1. All changes or additions to the contract require written or electronic form to be legally effective. Verbal orders or changes are binding only if confirmed by AC in writing or electronically within one week, and the Customer does not object in writing or electronically within one week of receipt of such confirmation.
5.2. AC will examine the Customer's change request and its impact on the existing agreement. Such examination shall be remunerated at the standard hourly rate. AC shall communicate the results to the Customer, either by submitting a detailed proposal for implementation of the change request or by explaining why the change request cannot be implemented.
5.3. If the change is feasible, the contracting parties shall align on the content of the proposal. If agreement is reached, the contract shall be amended accordingly. If no agreement is reached, the original scope of delivery remains unchanged.
5.4. Agreed dates shall be postponed to the extent they are affected by any change, taking into account the duration of the examination, the alignment process, and any resulting change work, plus an appropriate start-up period. AC shall communicate the revised deadlines to the Customer.
5.5. The Customer shall bear any additional costs resulting from changes or additions, including costs for examining their impact on the existing agreement and costs for services already partially rendered that are no longer required. The standard hourly rate applies.
5.6. If, during the course of ongoing work, it becomes apparent that the actual expenditure will significantly exceed the estimated expenditure due to an insufficiently defined task description, AC shall promptly notify the Customer of the higher costs and the resulting increase in the contract value. The Customer may also decide not to proceed with the further work, in which case compensation shall be based on expenses incurred up to that point.
6. Terms of Payment
6.1. All payments must be made to AC without any deduction within seven (7) days from the date of invoice, unless the invoice states a different payment term, in which case that term applies. The date of receipt of payment at AC is decisive. The Customer may set off only against claims that are undisputed, have been established by a final court judgment or arbitral award, or arise from the same contract and are based on defects or on incomplete performance. The Customer may exercise a right of retention only in respect of claims arising from the same contract.
6.2. If advance payments, security payments, or other payments due are not provided within a reasonable period of two (2) weeks following a formal written reminder, AC may terminate the contract for cause without notice. All outstanding claims of AC shall become immediately due and payable in full. Further rights remain reserved.
6.3. AC reserves the right to charge an advance payment of 30% of the agreed or estimated contract amount immediately upon order placement. Contracts with an order value of less than EUR 1,000.00 shall only be concluded with an advance payment of at least 50%.
6.4. If the Customer fails to pay the invoice amount by the due date, AC is entitled to charge default interest at a rate of nine (9) percentage points above the base interest rate published by the Deutsche Bundesbank, as adjusted on 1 January and 1 July of each year. AC is further entitled to a lump sum of EUR 40.00 for each overdue claim. The lump sum is credited against any damages owed for the costs of pursuing the claim. AC reserves the right to claim further damage caused by the delay.
6.5. AC is entitled to assign outstanding claims to third parties without the consent of the Customer. If there are indications of a deterioration in the Customer's financial circumstances, AC is entitled to demand advance payment, bank guarantees, or a security deposit.
6.6. The Customer must raise any objections to invoices of AC within four (4) weeks of receipt of the invoice. After expiry of this period, objections may only be raised if the Customer was prevented from observing the deadline without fault.
6.7. Invoices shall be sent by email as standard, unless otherwise agreed in the contract. If the Customer requires invoices to be sent by post, an additional fee of EUR 5.00 per invoice will be charged.
6.8. In the case of a proven defect, the Customer may withhold a proportionate portion of the payment corresponding to the significance of the defect.
7. Compensation
7.1. Compensation for services provided shall be payable in Euro. Stated prices are exclusive of statutory value added tax and are set out in the contract.
7.2. If compensation has been agreed on a time-and-material basis, it shall be billed on the basis of actual time incurred, adjusted for the qualification and skills of the assigned employees as determined by AC's internal evaluation methodology. Unless otherwise agreed in writing, AC's standard hourly rate applies.
7.2.1. If it becomes foreseeable that actual costs will exceed the estimate by more than twenty (20) percent, AC will immediately notify the Customer.
7.2.2. Travel time is calculated as working time at the standard hourly rate. On weekends and public holidays, travel time is charged at the double hourly rate pursuant to Section 7.5.
7.2.3. At the Customer's request, the compensation for AC's services may be subject to a maximum cap. In this case, the Customer acknowledges that services may not be provided in full, or not to the desired degree or level of detail.
7.2.4. AC adjusts its prices annually in line with the development of the consumer price index for Germany as published by the German Federal Statistical Office. AC shall notify the Customer of any such adjustment at least eight (8) weeks in advance. If the Customer does not accept the adjusted prices, the Customer may terminate the affected agreement within thirty (30) days of receiving the notice, with effect from the date on which the price adjustment takes effect.
7.3. If a fixed price has been agreed, AC is entitled to advance payments and reasonable milestone payments - 30% at contract commencement, 20% at first partial delivery, 20% at second partial delivery, and the remaining 30% upon final delivery - unless otherwise agreed.
7.3.1. AC shall be entitled to a reasonable increase in the initially agreed compensation if incomplete or incorrect information provided by the Customer, or improper cooperation on the Customer's part, results in a workload considerably higher than the estimates on which AC's pricing was based.
7.4. Unless otherwise agreed, all expenses, fees, and travel costs incurred by AC in the course of the contract shall be borne by the Customer. AC chooses the means of transport. Rental cars, taxis, hotels, and other expenses are charged at cost, flights at economy class fare, train journeys at second class fare, and journeys by car at EUR 0.43 per kilometer, in each case plus VAT.
7.5. AC's business hours are 08:00 to 17:00 CET/CEST on Business Days. A Business Day is a day other than a Saturday, a Sunday, or a public holiday at AC's registered seat. If, at the Customer's request, services are provided outside business hours, they are charged at double the standard hourly rate.
7.6. If the Customer causes a delay to the performance of services - in particular by failing to fulfil cooperation duties, provide required information, or grant necessary access in a timely manner - AC is entitled to invoice the resulting idle time and rescheduling effort at the standard hourly rate.
7.7. The standard hourly rate is the rate stated in the offer or order confirmation. Where no rate is stated there, AC's price list current at the time of the order applies.
8. Customer's Cooperation Duties
8.1. The Customer is obliged to support AC as far as possible in fulfilling its contractual obligations, in good time and free of charge to AC, in particular by: obtaining necessary approvals and information, providing required access credentials, means of communication, hardware and software, secure remote access, and access to necessary infrastructure and premises.
8.2. The Customer supports AC in matters relating to project progress, requirements definition and specification, and the provision of required information, images, texts, and documents. The Customer is responsible for verifying the completeness of the task definition in writing after all details have been discussed and before execution begins. The Customer supports AC in the execution of reviews and quality assurance.
8.3. Content to be provided by the Customer must be made available in a standard, directly usable digital format. If conversion, optimization, or further processing of content in another format is required, the Customer shall bear the associated costs at AC's standard hourly rate.
8.4. For proper defect identification and resolution, it is assumed that the Customer has not intervened in or modified the application, infrastructure, or its configurations. All recognizable defects and damages must be reported without delay. Section 14.1 governs the content of a defect notice.
8.5. Customer cooperation duties constitute primary service obligations and must be performed by the Customer at the Customer's own expense. If the Customer fails to provide the required cooperation in full, on time, or in the agreed manner, all resulting consequences - including delays and additional costs - shall be borne by the Customer.
8.6. The Customer is responsible for the secure storage of all confidential information, user credentials, passwords, and access codes, including those for AC's customer portal and ticket system. The Customer shall notify AC without undue delay if any of them are lost or compromised.
8.7. The Customer is not entitled to disclose user credentials, passwords, or access codes provided by AC to third parties.
8.8. Facilities, documents, systems, infrastructures, and other materials made available to the Customer during the project remain the property of AC.
8.9. AC has the right to destroy documents received from the Customer after completion of the service. Upon the Customer's request, AC will return the documents instead.
8.10. The Customer shall back up its data appropriately to the criticality of that data. In any event, the Customer shall take backups of all data in the productive environment at least daily, verify at regular intervals that backups can in fact be restored, and take a complete backup immediately before any deliverable, update, or configuration change is applied to the productive environment. This Section does not apply to an environment that AC operates for the Customer under an SSA; the SSA governs backups in that environment. Backups that AC creates for its own operational security in the course of the work create no entitlement for the Customer and are deleted once the work is completed.
9. Project Management and Quality Assurance
9.1. Each contracting party shall nominate exactly one project manager responsible for the performance of contractual obligations on their respective side, within one week of order placement.
9.2. Changes to designated persons must be communicated to the other party without delay. Additional costs resulting from a change of project manager on the Customer's side - including time spent re-aligning on requirements or revised implementation approaches - shall be borne by the Customer.
9.3. Project managers shall be kept informed at regular intervals of progress, problems, and obstacles in the performance of the contract, in order to be able to intervene if necessary.
9.4. The Customer's project manager may involve additional qualified employees for the purpose of information gathering but bears sole responsibility for decisions on the Customer's side. If the Customer fails to provide a project manager, AC may assign a separate employee to perform the corresponding tasks. The Customer shall bear the associated additional costs.
9.5. Project managers from both sides are jointly responsible for quality assurance of services and deliverables. The Customer's project manager may involve additional qualified employees for quality assurance purposes.
9.6. Quality assurance by AC is performed by qualified testers identified at the start of the project. Where necessary, they may participate in meetings with the Customer.
9.7. All activities in project management and quality assurance are part of the contracted scope and are billed at the standard hourly rate.
10. Acceptance
10.1. AC is entitled to partial deliveries and may submit these for partial acceptance. This includes: complete project phases (e.g., conception, design, development, quality assurance, go-live), complete functional modules, and complete documents or document sections.
10.2. The Customer shall carry out acceptance or partial acceptance of services provided by AC without undue delay. AC is entitled to participate in the Customer's acceptance process. Acceptance must be completed within two (2) weeks of notification of readiness for deliveries with an agreed net contract value (excluding VAT) exceeding EUR 10,000.00, and within one (1) week for all other deliveries. The Customer is not entitled to refuse acceptance on account of minor defects.
10.3. At the request of AC, the Customer shall also be obliged to accept drafts and intermediate results that can reasonably be assessed independently.
10.4. If acceptance is refused, the Customer shall provide AC with a written or electronic list of all defects preventing acceptance. After the expiry of a reasonable cure period, AC shall provide a defect-free and acceptable version of the service.
10.5. If the Customer neither rejects nor responds to a notification of readiness for acceptance within two (2) weeks of receipt, the service shall be deemed accepted.
10.6. Acceptance shall also be deemed to have taken place as soon as the Customer has put the services and deliverables of AC into productive use.
10.7. Objections raised by the Customer at the time of acceptance shall be recorded in writing and signed by both parties.
10.8. If the Customer refuses acceptance without justification, the Customer shall be in default of acceptance. In the event of default of acceptance, AC shall have the right to demand either acceptance of all or part of the order, rescission of the contract, or compensation for non-performance.
10.9. Change requests raised after acceptance constitute a change to scope or specifications pursuant to Section 5.
11. Liability
11.1. AC is liable without limitation (a) for intent and gross negligence; (b) for injury to life, body, or health; (c) for defects it has fraudulently concealed and under any guarantee assumed in accordance with Section 4.15; (d) under mandatory product liability law; and (e) to the extent that liability cannot be limited under other mandatory law.
11.2. In cases of simple negligence, AC is liable only for the breach of a cardinal obligation, that is, an obligation whose performance is essential to achieving the purpose of the contract and on whose performance the Customer may therefore rely. In such cases, liability is limited to the damage typical for a contract of this kind and foreseeable at the time of its conclusion.
11.3. Liability under Section 11.2 is limited, per event giving rise to liability, to the greater of (i) the total net compensation agreed for the contract concerned or, for services on a time-and-material basis, the net compensation invoiced under that contract in the twelve (12) months preceding the event, and (ii) EUR 10,000. Liability under Section 11.2 for all events occurring within the same contract year is limited in aggregate to twice that amount.
11.4. Liability beyond Sections 11.1 to 11.3 is excluded, in particular liability for lost profits, lost savings, business interruption, loss of goodwill, and loss of anticipated cost savings, except where such damage is typical and foreseeable within the meaning of Section 11.2.
11.5. In cases falling under Section 11.2, AC's liability for the loss, corruption, destruction, or unavailability of data is limited to the expenditure that would have been required to restore the data from backups maintained in accordance with Section 8.10.
11.6. Where the Customer has contributed to the occurrence or the extent of the damage, the Customer's claims are reduced, or excluded, in proportion to its contribution. This applies in particular where the Customer has failed to comply with Section 8.10 or with its other cooperation duties.
11.7. AC is liable for defects originating in open-source components or other third-party software used in its services only where AC knew of the defect or failed to detect it in breach of the care required in the circumstances.
11.8. AC does not owe the registration or protection of deliverables as patents, designs, or trademarks.
11.9. Where the Customer has also concluded the EULA, an SMSA, or an SSA with AC, the limitations of liability in this Section and in those agreements apply in aggregate and are not cumulative. A payment made under one of these instruments reduces the amount available under the others to the same extent.
11.10. The limitations and exclusions in this Section apply equally in favor of AC's legal representatives, employees, agents, and subcontractors where a claim is brought against them directly. The statutory allocation of the burden of proof is unaffected.
11.11. Claims for damages shall become time-barred twelve (12) months from the commencement of the statutory limitation period. This does not apply to claims in the cases set out in Section 11.1. For these claims, the statutory limitation periods apply.
11.12. Where AC provides the Platform free of charge, AC is liable in respect of the Platform itself only for intent and gross negligence; Section 11.1 remains unaffected. This does not apply to deliverables that AC develops for remuneration, even where they are based on the Platform, or to obligations that AC has assumed for the Platform under an SMSA or SSA.
12. Rights of Use
12.1. Upon payment of each milestone instalment as set out in Section 7.3, AC grants the Customer a non-exclusive, non-transferable, non-sublicensable right of use to the deliverables covered by that instalment, proportionate to the work delivered. Upon full payment of the total agreed compensation, AC grants the Customer an unconditional right of use to the deliverables, unlimited in time and territory, unless otherwise agreed in written or electronic form. The deliverables may only be used to the agreed extent and for the agreed purpose. Any other or extended use requires the explicit prior written consent of AC and may involve additional costs.
12.2. The Customer may modify the deliverables without the consent of AC.
12.3. As copyright is not transferable, copyright in the works created by AC remains with AC. AC is entitled to include authorship information at suitable places on works created by AC, which may not be removed without the consent of AC.
12.4. Sections 12.1 and 12.2 apply only to the deliverables that AC develops individually for the Customer. They do not apply to the Platform, the Premium Modules, or the tools, libraries, templates, and components that AC has developed independently of the contract (Pre-existing Materials), even where a deliverable contains, extends, or builds on them. The Platform is licensed under GPLv3 and the Premium Modules under the EULA. The Customer may use Pre-existing Materials contained in a deliverable only together with that deliverable and to the extent necessary to use it. The prohibition on modifying the Premium Modules under the EULA remains unaffected.
12.5. Where AC's services incorporate open-source components, rights are transferred only to the extent permitted by and in accordance with the applicable open-source license. AC expressly notes that open-source components may only be used, modified, and sub-licensed within the scope of the respective license. Where a deliverable is subject to GPLv3 because it is based on the Platform, the Customer's rights under GPLv3 remain unaffected.
12.6. Proposals made by the Customer and the Customer's other contributions to the project have no influence on the amount of compensation and do not give rise to any joint copyright.
13. Dates and Deadlines
13.1. AC shall not be responsible for any delays in services caused by circumstances within the Customer's area of responsibility, violations of cooperation obligations, or force majeure. Force majeure includes events beyond a party's reasonable control that could not have been foreseen or prevented, including natural disasters, war, terrorism, civil unrest, acts of state, cyberattacks on infrastructure outside the affected party's control, failures of internet or energy infrastructure, epidemics and pandemics, and the failure of third-party service providers where no equivalent provider is reasonably available. Lack of funds is not force majeure. Such circumstances entitle AC to postpone the provision of the affected services by the duration of the impediment plus a reasonable start-up period.
13.2. If AC culpably fails to comply with a binding delivery or service deadline by more than two (2) weeks, the Customer may claim a flat-rate delay penalty of 0.8% of the value of the delayed delivery or service per completed week of delay, but no more than 8% of that value in aggregate, unless the Customer demonstrates a lesser damage. This penalty shall constitute full and final satisfaction of all claims arising from the delay. Further liability in the event of delay is excluded, except in the cases set out in Section 11.1.
13.3. If the Customer causes a delay to AC's performance - in particular by failing to provide required approvals, information, content, or access in a timely manner - any agreed deadlines shall be extended by the duration of the Customer-caused delay plus a reasonable start-up period. AC may invoice resulting idle time pursuant to Section 7.6.
13.4. All performance dates and deadlines are indicative only and are binding only if expressly designated as binding by both contracting parties.
13.5. Where force majeure continues for more than sixty (60) days, either party may terminate the affected contract in writing. Services rendered up to termination are remunerated in accordance with the contract.
14. Defect Claims
14.1. Defects must be documented by means of a comprehensible description of the error symptoms, including, where possible, written or electronic records, screen recordings, screenshots, or other illustrative documents in a format prescribed by AC. The defect notice must enable AC to reproduce the defect.
14.2. If the service provided is defective, AC is entitled to remedy the defect within a reasonable period, at AC's discretion by repair or replacement delivery.
14.3. AC is entitled to at least two (2) cure attempts.
14.4. If supplementary performance fails, the Customer may, at their discretion, reduce the price of the affected service or withdraw from the contract with respect to the defective service or part thereof. This also applies if AC refuses supplementary performance or supplementary performance is unreasonable for the Customer. Other non-defective services are not affected by any such withdrawal, provided they can be used independently by the Customer.
14.5. Claims for damages on account of defects are governed by Section 11. Further claims on account of defects are excluded.
14.6. Defect claims with respect to software that has been modified by the Customer or by a third party on the Customer's instruction are excluded, unless the Customer demonstrates that the modification did not cause the defect.
14.7. If, following a defect notification, AC determines that no defect exists, all resulting costs shall be borne in full by the Customer at the standard hourly rate.
14.8. AC remedies defects in its services at its own expense. Malfunctions that are not defects in AC's services are remedied only upon the Customer's order and at the Customer's expense at the standard hourly rate. This applies in particular to malfunctions caused by (a) gaps or errors in specifications, information, or content provided by the Customer, (b) conflicts with third-party software components specified or mandated by the Customer, or (c) changes to third-party systems, including updates of an integrated third-party system.
14.9. The limitation period for defect claims is twelve (12) months from acceptance. This does not apply to claims for damages in the cases set out in Section 11.1. For these claims, the statutory limitation periods apply.
15. Rights of Third Parties
15.1. The Customer is responsible for the content of their websites, online shops, web applications, and other software, as well as for all content provided by the Customer. The Customer shall indemnify AC against all costs and damages arising from claims asserted by third parties in this context. In the event of a legal dispute, the Customer shall bear all associated costs. AC is not obligated to review content for potential legal violations.
15.2. The software delivered by AC shall be free from third-party rights that conflict with its contractual use. If such conflicts persist, AC is entitled to remedy the infringement by legal means, or to modify or replace the services in such a way that third-party rights are no longer infringed, provided the functionality of the services is not materially impaired.
16. Referencing
16.1. With the Customer's consent, AC may name the Customer as a customer and use its name, trade name, or logo on AC's website and in AC's standard marketing materials, such as customer lists, case study references, and product presentations. Use in paid advertising, sponsored content, or press releases requires the Customer's separate prior written consent.
16.2. The Customer may withdraw its consent in writing at any time with effect for the future. AC is not required to alter or recall materials already published or distributed before receipt of the withdrawal.
16.3. Irrespective of consent, AC may name the Customer as a customer in confidential, non-public contexts, in particular in tenders and bids, in due diligence reviews by prospective investors or acquirers, and toward its auditors, legal and tax advisors, and financing partners, provided the recipients are bound by confidentiality obligations. Section 18 does not restrict these uses.
17. Data Protection
17.1. The contracting parties shall process personal data in compliance with applicable data protection law, in particular the EU General Data Protection Regulation (GDPR). The Customer, as controller, is responsible for the lawfulness of the processing it instructs, including a valid legal basis for any personal data it provides to AC.
17.2. Where AC processes personal data on behalf of the Customer in the course of Professional Services, in particular where the Customer grants AC access to an environment containing personal data, AC acts as processor. The parties shall conclude a Data Processing Agreement signed by both parties, including the Annex 3 describing the processing activity concerned, before any such processing begins. A Data Processing Agreement already concluded between the parties applies, provided it covers the processing concerned. AC may refuse or suspend such access until a Data Processing Agreement is in place.
17.3. The Data Processing Agreement governs technical and organizational measures, sub-processors, transfers to third countries, the notification of personal data breaches, audit rights and the allocation of their costs, and the deletion and return of data. In the event of a conflict, the Data Processing Agreement prevails over these GTC in respect of the processing of personal data. Where the parties use a data processing agreement other than AC's standard form and that agreement does not regulate audits, the audit conditions of AC's standard form of Data Processing Agreement apply accordingly.
18. Confidentiality
18.1. The contracting parties undertake to treat all knowledge of the business and trade secrets of the other party that becomes known to them in the context of this agreement as strictly confidential and not to make it accessible to unauthorized third parties.
18.2. This obligation shall continue for a period of five (5) years after termination of the contract. The obligation to protect personal data is unlimited in time.
18.3. Disclosure to third parties subject to a statutory obligation of secrecy does not require consent. Disclosure to employees or vicarious agents who require the information for the performance of contractual services also does not require consent, provided such parties are bound by appropriate confidentiality obligations.
18.4. The prohibition on disclosure does not apply insofar as a party is required by law or by judicial or governmental order to disclose the information. The other party shall be informed in advance of any such disclosure wherever legally permissible.
18.5. The obligations in this Section do not apply to information that is or becomes publicly known without breach of the contract, that the receiving party developed independently, that it lawfully obtained from a third party without a confidentiality obligation, or that was already known to it before disclosure.
19. Transfer of Rights and Obligations
19.1. The Customer may transfer rights and obligations arising from this contract to third parties only with the prior written consent of AC. Such consent may only be withheld for good cause.
20. Non-Solicitation
20.1. During the cooperation and for one (1) year after its termination, neither contracting party shall, without the other party's prior written consent, actively solicit employees of the other party who were involved in the performance of the contract to leave their employment. General job advertisements that are not specifically directed at such employees do not constitute solicitation.
21. Termination by the Customer
21.1. The Customer may terminate a placed order at any time before the services are completed. In this case, AC is entitled to the agreed compensation. AC must, however, deduct the expenses it saves as a result of the termination and any compensation it earns, or deliberately fails to earn, by using its resources elsewhere.
21.2. Unless either party demonstrates a different amount, AC is presumed to be entitled to the compensation for the services rendered up to the termination plus five percent (5%) of the compensation attributable to the services not yet rendered.
21.3. Sections 21.1 and 21.2 do not apply if the Customer terminates for a reason for which AC is responsible.
22. Additional Conditions for Individual Software Development
22.1. Individual software is software developed specifically for use by a particular customer or company. These additional conditions apply to all deliveries and services in connection with the creation and transfer of individual software by AC.
22.2. The scope of performance is described in detail in the contract. The Customer shall confirm delivery of the service in writing. The software is provided electronically.
22.3. Application documentation (user manual) is only created and provided if agreed in writing in the contract. Online help is provided only if agreed in writing in the contract.
22.4. Implementation is carried out by the Customer under its own responsibility unless otherwise stipulated in the contract. AC is available to assist with or carry out implementation. All services rendered in this context are billed on a time-and-material basis unless otherwise agreed. Acceptance of the implementation must be confirmed in writing by the Customer. Complaints relating to implementation must be recorded in writing.
23. Additional Conditions for System Integration
23.1. System Integration is the connection of AC's software with a third-party system specified in the contract, for example an ERP system, online shop, marketplace, or digital asset management system. It includes the analysis of the third-party system's interfaces, data mapping, the configuration or development of connectors, and the setup of data flows. System Integration is a Professional Service. Section 22 applies accordingly to software that AC develops as part of a System Integration.
23.2. Each System Integration is performed for the version of the third-party system specified in the contract (Integrated Version). If the contract does not specify a version, the Integrated Version is the version the Customer uses productively at the time of acceptance. AC's obligations relate exclusively to the Integrated Version and to the interfaces and functions the third-party system offers in that version.
23.3. Releases of the third-party system are classified as follows: (a) a major version is a release that the vendor designates as a new major version, or that removes, replaces, or changes in an incompatible way the interfaces, data structures, authentication methods, or functions used by the System Integration; (b) minor and patch versions are all other releases of the Integrated Version. AC classifies each release reasonably, on the basis of the vendor's version designation and the changes actually made. AC informs the Customer of the classification and its reasons by email before starting any chargeable work.
23.4. Maintaining the operability of a System Integration after acceptance, when the third-party system is updated to a new minor or patch version of the Integrated Version, is support. It is provided only under an SMSA or SSA that covers the System Integration concerned, and in accordance with that agreement. Without such an agreement, AC performs these adaptations only as Professional Services upon separate order.
23.5. If the third-party system is updated to a new major version, adapting the System Integration is not support and is not covered by any maintenance and support agreement. It constitutes a new System Integration, which requires a separate order and is remunerated as a Professional Service. Upon acceptance of the new System Integration, the new major version becomes the Integrated Version.
23.6. Malfunctions of a System Integration caused by an update, configuration change, discontinuation, or other change of the third-party system are not defects in AC's services. This also applies during the limitation period for defect claims.
23.7. The Customer shall notify AC by email of any planned update of the integrated third-party system at least four (4) weeks before the update is applied to the production environment, or, if the Customer learns of the update later, without undue delay. The Customer shall give AC timely access to a test environment running the updated version.
23.8. The Customer is responsible for obtaining and maintaining the licenses, access rights, and interface access to the third-party system required for the System Integration, and bears any fees the vendor charges for them.
24. Final Clauses
24.1. The contract consists of the offer or order confirmation, these GTC, and any annexes, together with, where concluded, the EULA, the SMSA, the SSA, and the Data Processing Agreement, each within its subject matter under Section 1.2. It supersedes all prior oral and written agreements on the same subject matter.
24.2. Amendments and additions to the contract require written form. Individual agreements between the parties take precedence over these GTC and are effective irrespective of this form requirement.
24.3. German law applies, to the exclusion of the UN Convention on Contracts for the International Sale of Goods (CISG).
24.4. The exclusive place of jurisdiction for all disputes arising out of or in connection with the contract shall be the registered seat of AC, provided the Customer is a merchant, a legal person under public law, or a special fund under public law, or has no general place of jurisdiction in Germany.
24.5. The place of performance is the registered seat of AC, unless otherwise agreed.
24.6. Where a provision of these GTC is or becomes invalid or unenforceable, it is replaced by the statutory provision applicable in its place. The remaining provisions continue in force.
24.7. These GTC are provided in English and in German. Where the Customer has its registered seat in Germany, Austria, or Switzerland, or where the contract was negotiated in German, the German version prevails in the event of any discrepancy. In all other cases, the English version prevails.
24.8. Where these GTC require written form, a document signed by the declaring party is required; a signed document transmitted as a scanned copy (for example as a PDF) by e-mail, or a document signed with a qualified electronic signature, satisfies this requirement. Where these GTC require notices or declarations to be made in writing or in written or electronic form, text form suffices, that is, a legible declaration on a durable medium naming the person making it, in particular by e-mail. Amendments and additions to the contract (Section 24.2) and notices of termination require written form.