Scope of Contract

All orders and agreements are only valid following written confirmation (email confirmations are explicitly valid) and obligate the contractor only to perform the services specified in the offer/contract.

 

Copyright and Usage Rights

Upon payment of the agreed fee, the contractor grants the client a non-exclusive, non-transferable, non-sublicensable, and perpetual right to use the software for the hardware specified in the contract and to the extent of the number of licenses purchased for simultaneous use on the number of workstations defined in the license agreement. The client may use all work results created by the contractor based on the contract for its own internal purposes. All other rights remain with the contractor.

The client’s involvement in the development of the software does not grant any rights beyond the usage specified in this contract. In particular, the contractor retains the right to edit, further develop, or commercially or non-commercially distribute or license the software created with the client’s involvement, without the client’s consent, either in part or in full. Any infringement of the contractor’s copyrights will result in claims for damages, with full compensation required in such cases.

The contractor guarantees that the services provided are free from third-party rights. Should this not be the case, the contractor will, at its own expense and discretion, either obtain the necessary usage rights for the client or modify the service in such a way that third-party rights are no longer infringed and shall reimburse all necessary expenses.

The client grants the contractor the right to modify or alter customer-owned software or software to which the client holds the rights. The client shall indemnify and hold harmless the contractor from any third-party claims arising from such modifications or alterations.

The creation of copies for archival and data backup purposes is permitted provided that no explicit prohibition by the licensor or third parties is included in the software and that all copyright and proprietary notices are retained unchanged in such copies.

If disclosure of interfaces is necessary to achieve interoperability of the software, the client must commission the contractor to do so for a fee. If the contractor does not comply and decompilation occurs pursuant to copyright law, the results may only be used to achieve interoperability. Misuse will result in claims for damages.

If the client is provided with software licensed by a third party (e.g., standard software from Microsoft), the granting of usage rights is governed by the licensor’s license terms.

By using software provided by the contractor in productive operations, the client agrees that they have tested the software in advance and confirmed its correct functionality. A test report is not required.

 

Liability

The contractor is liable to the client for proven damages caused by gross negligence only. This also applies analogously to damages caused by third parties engaged by the contractor. In the case of culpably caused personal injuries, the contractor is liable without limitation.

Liability for indirect damages — such as loss of profit, costs associated with operational disruptions, consequential damages, lost savings, financial losses, interest losses, data loss, or claims by third parties — is expressly excluded.

The limitation of liability also applies in favor of the contractor’s corporate bodies, other representatives, employees, and vicarious agents. The contractor is liable for damages caused by agents or employees only insofar as the damage was caused by gross negligence in the fulfillment of essential performance obligations.

Claims for damages expire according to the statutory provisions, but no later than one year after the client becomes aware of the damage and the liable party.

If the contractor performs services with the assistance of third parties and warranty or liability claims against these third parties arise in this context, the contractor assigns these claims to the client. In such cases, the client must primarily assert claims against these third parties.

If data backup is expressly agreed as part of the services, liability for data loss is not excluded. In such cases, the contractor is liable — except in cases of intentional misconduct — only if the client has regularly conducted system checks and backups, and only to the extent that data can be restored with reasonable effort. Liability for data restoration is limited to a maximum of 10% of the contract amount per damage event, but not exceeding EUR 15,000. Any further warranty or damage claims beyond those stipulated in this contract, regardless of the legal grounds, are excluded.

If the client uses insecure communication channels, such as the internet, to transmit sensitive information, the contractor assumes no liability whatsoever for resulting damages.

All claims for damages expire within twelve months.