General terms and conditions (AGB)

§ 1 Scope

1. These general terms and conditions (hereinafter "AGB") apply to all contracts concluded between Skayer Studio, owner Viktor Obholz, Am Hasengründlein 13, 91413 Neustadt a.d. Aisch (hereinafter "Contractor"), and the client (hereinafter also "Customer") regarding the provision of services in the field of software development, business process automation and related consulting services.
2. The Contractor's offer is directed exclusively at entrepreneurs within the meaning of § 14 BGB (German Civil Code), legal persons under public law or special funds under public law. By concluding the contract, the Customer confirms that they are acting in exercise of their commercial or independent professional activity.
3. These AGB apply exclusively. Conflicting, deviating or supplementary terms of the Customer become part of the contract only insofar as the Contractor has expressly agreed to their validity in writing. This also applies if the Contractor performs the service without reservation despite knowledge of conflicting terms of the Customer.
4. These AGB also apply to all future transactions with the Customer, without the Contractor having to refer to them again in each individual case.

§ 2 Subject of the contract

1. The Contractor provides services in particular in the areas of concept, design, development and implementation of websites, web applications, mobile applications, messaging bots (e.g. WhatsApp, Telegram), custom CRM systems, RAG- and AI-supported knowledge systems, as well as interface and system integrations.
2. The specific content, scope and specification of the respective services result from the individual contract agreed in writing (offer, order confirmation or statement of work). In case of contradictions between the individual contract and these AGB, the provisions of the individual contract take precedence.
3. Unless expressly agreed otherwise, the Contractor owes an activity (service contract within the meaning of §§ 611 et seq. BGB) and not a specific contract-for-work result. For contracts on the creation of individually specified software (contract for work, §§ 631 et seq. BGB), the corresponding contract-for-work provisions apply in addition.

§ 3 Conclusion of the contract

1. The Contractor's offers are non-binding and subject to change unless expressly designated as binding. Binding offers are, unless otherwise stated, valid for 30 calendar days from the date of issue.
2. The contract is concluded by written or text-form acceptance of the offer by the Customer (e.g. by email to info@skayer.de) and corresponding order confirmation by the Contractor. For orders initiated by the Customer, the Contractor is entitled to accept the contract offer within 14 calendar days.
3. There are no oral side agreements. Amendments and supplements to the contract require text form; this also applies to the cancellation of this text-form requirement.

§ 4 Prices and payment terms

1. All prices stated by the Contractor are in Euro plus statutory VAT applicable at the time.
2. For time-limited projects (in particular the standardised 10-business-day MVP sprint), a down payment of 50 % of the order volume is typically due upon conclusion of the contract, with the remaining amount due after acceptance or delivery. For ongoing consulting or maintenance services, billing is done monthly in arrears.
3. Invoices are due without deduction within 14 calendar days of receipt of the invoice, unless otherwise agreed. Invoicing is done electronically by email.
4. In the event of default in payment, the Contractor is entitled to demand default interest at 9 percentage points above the relevant base interest rate pursuant to § 288 (2) BGB, as well as a flat fee of EUR 40 pursuant to § 288 (5) BGB. The assertion of further damages caused by default is reserved.
5. In the event of default in payment, the Contractor is entitled, following prior written reminder, to suspend further performance until full settlement of outstanding receivables. Any delays resulting therefrom are not at the expense of the Contractor.
6. The Customer is only entitled to rights of set-off and retention insofar as their counterclaims have been legally established, are undisputed or have been acknowledged by the Contractor.

§ 5 Customer's duties to cooperate

1. Successful and timely performance requires active and timely cooperation by the Customer. The Customer will provide the Contractor with all information, content (text, image, video and audio material), accesses, accounts and authorisations required for the provision of services in a timely, complete and suitable form.
2. The Customer designates a contact person with decision-making authority who responds to enquiries, grants approvals and provides feedback within a reasonable time. Unless otherwise agreed, the period for answering enquiries and for approvals is five business days.
3. The Customer ensures that they hold the required usage, copyright and personality rights to all content they provide, or have corresponding licences, and indemnifies the Contractor against any third-party claims due to a violation of such rights.
4. Delays resulting from a breach of the Customer's duties to cooperate are not at the expense of the Contractor and result in a reasonable postponement of agreed deadlines. Additional expenses incurred by the Contractor due to such delays may be charged at the agreed or, if not agreed, the customary hourly or daily rates.

§ 6 Performance & deadlines

1. The Contractor works according to an iterative, agile approach ("Reality-First"). In particular, within the 10-business-day MVP sprint, an initial working version of the product is delivered within ten consecutive business days from the complete provision of all content and accesses subject to cooperation.
2. Dates and deadlines are only binding if they have been expressly agreed as binding. Otherwise, delivery and performance times are non-binding and subject to the complete and timely delivery to the Contractor by its own suppliers and service providers.
3. The Contractor is entitled to use qualified subcontractors to perform the services. Approval by the Customer is not required for this. Even in this case, the Contractor remains the Customer's contractual partner and is liable for the conduct of its vicarious agents as for its own conduct.
4. Force majeure and other unforeseeable events for which the Contractor is not responsible (e.g. strike, lockout, official orders, failure of essential telecommunications infrastructure, pandemics, cyberattacks) release the Contractor from the performance obligation for the duration of the disruption and to the extent of its effect. The deadlines are extended by the duration of the disruption.

§ 7 Acceptance

1. Insofar as the Contractor's performance is of a contract-for-work nature, the Customer is obliged to accept the performance as soon as the readiness for acceptance has been communicated and any agreed acceptance test has been successfully carried out.
2. Following notification of readiness for acceptance, the Customer will examine the performance without undue delay, at the latest within 14 calendar days, and report any material defects in text form. If no material defect notification is made within this period, or if the Customer uses the performance productively, the performance is deemed accepted.
3. Insignificant defects that do not materially impair the agreed functionality do not entitle the Customer to refuse acceptance.
4. Partial acceptances are permissible insofar as the services can be subdivided into reasonably distinguishable and functional partial services (e.g. individual modules, releases or sprints).

§ 8 Rights of use

1. Upon full payment of the agreed remuneration, the Contractor grants the Customer an unrestricted (in time, geography and content), transferable, non-exclusive right of use, for all known types of use, to the work results created individually for the Customer (in particular source code, configurations, designs, texts). A transfer as an exclusive right requires a separate written agreement.
2. Until full payment, all rights of use remain with the Contractor; any use by the Customer beyond this is not permitted.
3. In providing its services, the Contractor regularly uses pre-existing or general libraries, frameworks and components, in particular open-source software. These components are subject to the respective licence terms of their rights holders; the Contractor transfers to the Customer only the rights to which it is itself entitled. The Customer undertakes to comply with the respective applicable licence terms.
4. The Contractor reserves an unrestricted right of use to generally applicable tools, templates, modules and concepts (in particular internally developed frameworks and reusable building blocks) that were not created individually for the Customer, and is entitled to use them for other clients as well.
5. The Contractor is entitled to name the Customer as a reference client in a list of references (website, pitch documents, presentations) by stating the company name and, where applicable, using the logo in a competition-neutral manner, unless the Customer objects in text form.

§ 9 Warranty and liability

1. For contract-for-work services, the Contractor warrants the contractually agreed quality of the performance according to statutory provisions. The limitation period for claims based on defects is twelve months from acceptance. This does not apply to damage claims arising from injury to life, body or health, or from intentional or grossly negligent breach of duty; in such cases the statutory limitation periods apply.
2. The Contractor will remedy defects at its choice by repair or new production. If subsequent performance fails despite two attempts, the Customer may, in accordance with statutory provisions, reduce the remuneration or withdraw from the contract.
3. The Contractor is liable without limitation for damages arising from injury to life, body or health, for intent and gross negligence, and according to the provisions of the German Product Liability Act (Produkthaftungsgesetz).
4. In case of slight negligence in the breach of material contractual obligations (so-called "cardinal obligations" — obligations whose fulfilment makes the proper performance of the contract possible in the first place and on whose observance the contracting party may regularly rely) liability is limited in amount to the damage typically foreseeable at the time of conclusion of the contract, however no higher than the order volume of the specific individual contract.
5. Otherwise, the Contractor's liability for slight negligence is excluded. In particular, the Contractor is not liable for lost profits, indirect damages, consequential damages, data loss or unrealised savings, unless a cardinal obligation within the meaning of paragraph 4 has been breached.
6. The Customer is obliged to make data backups at regular intervals appropriate to the respective risk. In the event of data loss, the Contractor's liability is limited to the typical recovery effort that would have arisen with proper data backup by the Customer.
7. The above limitations of liability also apply in favour of the Contractor's legal representatives, employees and other vicarious agents.

§ 10 Confidentiality and data protection

1. The contracting parties undertake to treat all trade and business secrets of the other party that become known to them in the course of contract initiation and execution, as well as information marked as confidential or recognisably confidential, as strictly confidential for an unlimited period of time, not to disclose them to third parties and to use them exclusively for the purposes of this contract. This obligation continues to apply after termination of the contract.
2. If the Contractor processes personal data of the Customer or of third persons on behalf of the Customer as part of its services, the parties shall conclude a separate data processing agreement pursuant to Art. 28 DSGVO. The Contractor provides its own contract template for this purpose; alternatively, a template provided by the Customer can be used, provided it meets statutory requirements.
3. Otherwise, reference is made to the Contractor's privacy policy at skayer.de/datenschutz.

§ 11 Duration and termination

1. Project contracts end upon fulfilment of the agreed scope of services without requiring separate termination. For ongoing consulting, maintenance or provision relationships, the terms and ordinary notice periods agreed in the individual contract apply.
2. Both parties' right to extraordinary termination for cause remains unaffected. In particular, cause exists in the event of a material and, despite written warning, continuing breach of material contractual obligations, or in the event of the opening of insolvency proceedings over the other party's assets.
3. Any termination requires text form to be effective.
4. If a project contract is terminated for a reason for which the Customer is responsible before complete performance has been rendered, the Contractor is entitled to the pro-rata remuneration for the services rendered up to termination, including a reasonable surcharge for capacities already planned and no longer available for reallocation. Any statutory claim under § 648 BGB remains unaffected.

§ 12 Applicable law and place of jurisdiction

1. The law of the Federal Republic of Germany applies, excluding the United Nations Convention on Contracts for the International Sale of Goods (CISG) and excluding German international private law, insofar as this would lead to the application of foreign law.
2. The exclusive place of jurisdiction for all disputes arising out of or in connection with this contract is, insofar as the Customer is a merchant, a legal person under public law or a special fund under public law, the registered office of the Contractor in Neustadt a.d. Aisch. However, the Contractor is also entitled to sue the Customer at their general place of jurisdiction.

§ 13 Severability clause

Should individual provisions of these AGB be or become wholly or partially invalid or unenforceable, the validity of the remaining provisions will not be affected. The invalid or unenforceable provision shall be replaced by the valid and enforceable provision whose effects most closely approach the economic objective which the contracting parties pursued with the invalid or unenforceable provision. The same applies to any gaps in the provisions.