General Terms and Conditions (GTC)

1.1 These General Terms and Conditions (hereinafter "GTC") apply to all contracts between SysWelt GmbH, Allensteiner Str. 23, 44369 Dortmund, Deutschland, registered in the commercial register of Amtsgericht Dortmund, HRB 37233 (hereinafter "Contractor" or "SysWelt") and its clients (hereinafter "Client" or "Customer").

1.2 These GTC apply to all IT services, in particular:

• Software development and programming
• Web design and web development
• E-commerce solutions and shop integration
• Mobile application development
• IT consulting and cloud services
• Digital marketing and SEO services
• Content management services

1.3 Deviating terms of the Client shall only become effective if SysWelt expressly agrees to them in writing.

1.4 These GTC also apply to all future business relationships, even if they are not expressly agreed again.

2.1 Offers by SysWelt are non-binding and without obligation unless expressly designated as binding. Offers are valid for 30 days unless a different period is stated in the offer.

2.2 A contract is concluded by digital confirmation of the offer by the Client or by SysWelt commencing performance. Contracts are concluded digitally.

2.3 The Client may at any time access all contractual documents via the CRM system at crm.syswelt.com.

2.4 In the case of digital contract signing via the CRM system, the IP address of the signatory is stored for legal certainty and as evidence of the contract. This data processing is based on legitimate interests pursuant to Art. 6 Abs. 1 lit. f DSGVO to ensure the validity of the contract and to furnish evidence.

2.5 The scope of services is determined by the individual project agreement, the offer, and these GTC.

2.6 Changes to the scope of services require a written agreement. Additional costs resulting therefrom will be charged on a time-and-materials basis.

2.7 SysWelt reserves the right to use subcontractors to perform the services.

3.1 The prices agreed at the time of commissioning shall apply. All prices are exclusive of statutory VAT.

3.2 For projects with a duration of more than 4 weeks, installment payments corresponding to project progress are agreed. Unless otherwise agreed, payments are 50% at project start and 50% at project completion.

3.3 Invoices are due for payment within 14 days of the invoice date without deduction.

3.4 In the event of default in payment, default interest of 9 percentage points above the base interest rate will be charged. The assertion of further damages remains reserved.

3.5 Only undisputed or legally established claims may be set off.

4.1 The Client undertakes to cooperate properly, in particular:

• Provision of all required documents and information
• Timely provision of access credentials and test environments
• Prompt feedback on interim results within 5 working days
• Designation of a professionally qualified contact person
• Provision of required third-party services (APIs, licenses, etc.)

4.2 Delays due to insufficient cooperation by the Client shall not be at SysWelt's expense and may result in additional costs.

4.3 The Client ensures that all content provided by it (texts, images, data) is free from third-party rights.

4.4 If the Client does not provide feedback within the agreed period (by default 5 working days), the submitted work shall be deemed approved.

4.5 For tests and acceptance, the Client is granted a testing period of 14 days. After expiry of this period without written complaint, the service shall be deemed accepted.

4.6 In the event of critical follow-up questions or missing third-party services, the project is automatically paused after 7 days of waiting time. Delivery deadlines are extended accordingly. Resumption is subject to a processing fee of one daily rate.

5.1 Dates and deadlines are binding only if they have been expressly agreed in writing as binding.

5.2 Delivery and performance periods are extended appropriately in the event of:

• Force majeure
• Unforeseeable obstacles
• Delayed or incomplete cooperation by the Client
• Subsequent change requests

5.3 SysWelt will inform the Client without delay of foreseeable delays.

6.1 For e-commerce projects and shop integrations (Shopify, Shopware, commercetools, etc.), the following shall apply in addition:

6.2 The Client is itself responsible for compliance with all commercial-law provisions, product liability, and tax requirements.

6.3 SysWelt assumes no warranty for the availability and functionality of third-party APIs and services.

6.4 Changes to third-party systems that require subsequent adaptations will be charged on a time-and-materials basis.

7.1 SysWelt undertakes to comply with the DSGVO and all data protection provisions.

7.2 To the extent that personal data is processed, a separate data processing agreement (AVV) will be concluded. This applies in particular to e-commerce projects, CRM integrations, and analytics implementations.

7.3 In the context of digital contract processing, IP addresses are processed and stored for legal certainty (see § 2.4).

7.4 The Client is responsible for the data-protection-compliant design of its own websites and applications as well as for preparing the required privacy policy.

7.5 SysWelt supports the Client with DSGVO-compliant technical implementation, but does not provide legal advice. Cookie banner services are provided via external vendors and are commissioned separately by the Client.

8.1 Copyright in all works created by SysWelt (software, designs, concepts) remains with SysWelt.

8.2 The Client receives the exclusive right of use for the agreed purpose. Resale of the application by the Client is excluded.

8.3 Acquisition of the source-code rights is possible for a separate fee amounting to 200% of the original project value and requires a separate agreement.

8.4 Transfer of the application license to third parties is possible, but requires commissioning SysWelt for the migration process. Costs depend on the project scope and are agreed individually.

8.5 SysWelt is entitled to use completed projects for reference purposes unless a confidentiality agreement provides otherwise.

8.6 The Client warrants that all materials provided by it are free from third-party rights.

9.1 SysWelt warrants the contractual quality of the services rendered in accordance with the statutory provisions.

9.2 Defects must be reported in writing without delay. SysWelt is initially entitled to subsequent performance. For a period of 6 months after project completion, errors in software created by SysWelt will be remedied free of charge.

9.3 SysWelt's liability is limited to:

• Intent and gross negligence
• Breach of essential contractual obligations
• Damage arising from injury to life, body, or health

9.4 In the event of a slightly negligent breach of essential contractual obligations, liability is limited to the typical, foreseeable damage.

9.5 Any further liability is excluded. This applies in particular to lost profit or other financial losses.

9.6 SysWelt assumes no liability for:

• The permanent availability of internet services and third-party APIs
• Outages or disruptions of external services (AWS, hosting, data centers, etc.)
• Performance impairments caused by external factors (API latencies, server speed, etc.)
• Data loss, unless separate backup agreements have been made

9.7 SysWelt develops software using current technologies and optimal performance standards. Performance guarantees are nevertheless excluded due to dependence on external factors.

10.1 Maintenance and support services are provided on the basis of separate agreements.

10.2 Without a specific maintenance agreement, SysWelt is only obliged to remedy errors that are attributable to its own programming.

10.3 Support outside regular business hours (Mon–Fri, 9–17) is charged under a separate agreement.

11.1 Contracts for individual projects end upon complete performance of the services.

11.2 Continuing obligations (maintenance, support) may be terminated with 4 weeks' notice to the end of the month. Hosting, SEO, and marketing services are subject to separate agreements.

11.3 Termination by the Client during the project term:

• In the event of termination by the Client, all services rendered up to the time of termination will be invoiced on a time-and-materials basis
• Source code will not be handed over; acquisition is possible only pursuant to § 8.3 at 200% of the original project value
• For incomplete projects, complete documentation cannot be guaranteed
• Project handovers to third-party companies require a separate handover agreement due to the additional workload

11.4 Termination by SysWelt:

• SysWelt may terminate for material breaches of contract by the Client, in particular failure to comply with the duties to cooperate under § 4, after an unsuccessful warning, on two weeks' notice
• In the event of default in payment of more than 30 days, SysWelt may terminate immediately
• Advance payments already made will be offset against the services rendered

11.5 In the event of material changes to the project scope (more than 25% of the original effort), a new contract is required.

11.6 The right to extraordinary termination for good cause remains unaffected.

11.7 Terminations must be in writing.

11.8 After the end of the contract:

• Source code and project files are retained for 2 years
• Access to customer data may be blocked immediately
• Domain and hosting transfers take place under a separate agreement

12.1 Both contracting parties undertake to maintain confidentiality with regard to all trade and business secrets of the other party.

12.2 This obligation does not cover:

• Information that is generally known or publicly accessible
• Technical solution approaches that can be adapted for other projects

12.3 SysWelt is expressly entitled to use for reference purposes:

• Customer logos and company names
• Screenshots and imagery of the developed applications (without real customer data)
• Project descriptions and technology details
• Other project-related presentations for marketing and portfolio purposes

12.4 This obligation continues after the end of the business relationship for a period of 3 years.

12.5 SysWelt also binds all employees and subcontractors accordingly.

13.1 German law applies, excluding the UN Convention on Contracts for the International Sale of Goods (UN-Kaufrecht).

13.2 Place of performance and place of jurisdiction is Dortmund.

13.3 Should individual provisions of these GTC be invalid, the validity of the remaining provisions remains unaffected.

13.4 Amendments and supplements to these GTC must be in writing.

13.5 These GTC were created in December 2024 and remain valid until revoked.