(1) These General Terms and Conditions (GTC) apply to all contracts, offers and services of Horizon Alpha GmbH & Co. KG (hereinafter "Contractor") towards entrepreneurs within the meaning of § 14 German Civil Code (BGB) (hereinafter "Client").
(2) Conflicting or deviating terms and conditions of the Client shall not become part of the contract unless the Contractor expressly agrees to their validity in writing.
(3) These GTC shall also apply to future business relationships, even if they are not expressly agreed upon again.
(1) The Contractor provides services for the Client in the field of software development, in particular the creation of Minimum Viable Products (MVPs), custom software, web and app solutions, in accordance with the respective offer.
(2) The scope of services is exclusively determined by the Contractor's written offer.
(3) Changes, extensions or additional services shall only be effective if confirmed in writing by the Contractor.
(1) The Client shall provide all information, content, access and contact persons required for the provision of services in a timely manner.
(2) If implementation is delayed due to lack of cooperation, deadlines shall be extended accordingly. Additional costs will be charged according to the Contractor's current daily rates.
(3) The Contractor is entitled to use subcontractors.
(1) The remuneration is based on the price specified in the offer (fixed price or effort-based).
(2) Unless otherwise agreed, the following payment terms apply: 50% upon order placement, 50% after acceptance.
(3) All prices are exclusive of statutory value added tax.
(4) Additional services or changes requested by the Client will be charged separately based on effort at the current hourly rates (currently €950/day).
(5) Set-off or retention against claims of the Contractor is only permitted if the counterclaim is undisputed or has been legally established.
(1) Deadlines are only binding if they have been expressly confirmed in writing.
(2) In case of force majeure or circumstances beyond the Contractor's control (e.g. network, server, third-party provider failures), agreed deadlines shall be extended appropriately.
(3) The Contractor is not liable for delays resulting from insufficient or late cooperation by the Client.
(1) After completion, the work will be made available for acceptance.
(2) The Client must examine the work within fourteen (14) working days. If no written assessment is made, acceptance is deemed granted.
(3) Acceptance is also deemed to have occurred if the work is used productively or made accessible to third parties.
(4) Insignificant defects do not entitle the Client to refuse acceptance.
(1) All work results (in particular analyses, presentations, concepts, manuals, source codes, executable programs in a programming language defined in the project plan, including user documentation according to the project plan) achieved by the Contractor within the scope of the commission by the Client, shall be fully and unreservedly available to the Client after complete payment. This also includes rights regarding all currently unknown types of use of the work results (cf. § 31 para. 1 German Copyright Act).
(2) The Contractor grants the Client an unlimited temporal and territorial right of use and exploitation with regard to any industrial property rights (in particular copyrights) acquired by the Contractor. This includes reproduction, processing and transformation, distribution, rental, public reproduction, public accessibility as well as all other legally protected acts of use, furthermore the right to transfer usage rights and to change work titles and author designations, without requiring the Contractor's consent. The Contractor waives being named as author or co-author as well as the right of access to the work. The obligation to cite sources (§ 63 German Copyright Act) does not apply, although no one else may be named as author in this regard. On the other hand, the Client has the right to be designated as publisher.
(3) The Contractor will not exploit the aforementioned work results in any way or have them exploited by third parties.
(4) However, the Contractor may reuse generic components, frameworks, templates and know-how at any time.
(5) The Contractor is entitled to refer to the project as a reference (e.g. website, presentations, case studies).
(1) The Contractor warrants that the work substantially conforms to the agreed specification at the time of acceptance.
(2) The warranty is limited to rectification. Withdrawal or reduction is excluded as long as rectification is possible.
(3) The warranty period is six (6) months from acceptance.
(4) No warranty exists for:
(5) Support, maintenance or update services must be explicitly agreed upon.
(1) The Contractor's liability is unlimited in cases of intent and gross negligence.
(2) In cases of simple negligence, liability is limited to the contractually typical, foreseeable damage, but not exceeding 50% of the contract value.
(3) To the extent legally permissible, no liability is assumed for lost profits, data loss, production losses or consequential damages.
(4) Liability for the Client's content, data or decisions is excluded.
(5) Liability under the Product Liability Act remains unaffected.
(1) Both parties undertake to treat confidential information disclosed during the course of cooperation as strictly confidential.
(2) The Contractor may use anonymized project data for internal quality assurance and process optimization.
(3) If personal data is processed on behalf of the Client, a separate data processing agreement (DPA) will be concluded.
(1) The contract ends upon complete performance of services or acceptance.
(2) Ordinary termination is excluded.
(3) The Contractor may terminate the contract for good cause, particularly in case of payment default or breach of cooperation obligations.
(4) If the Client terminates without good cause, the full remuneration remains due, minus saved expenses.
(1) Amendments or supplements to these GTC or individual contracts must be made in writing.
(2) The Contractor is entitled to transfer rights and obligations under the contract in whole or in part to affiliated companies.
(3) Should any provision be invalid, the contract shall remain valid in all other respects. The parties undertake to agree on a provision that comes as close as possible to the economic purpose.
(4) German law applies exclusively, excluding the UN Convention on Contracts for the International Sale of Goods (CISG).
(5) Place of jurisdiction and place of performance is Munich, Germany.