Terms and Conditions

These General Terms and Conditions apply to all contracts for software development, consulting, maintenance, and other IT services between Altora Technologies UG (haftungsbeschränkt) (hereinafter the "Contractor") and its clients (hereinafter the "Client"), unless expressly agreed otherwise. The Contractor's services are directed exclusively at entrepreneurs within the meaning of § 14 of the German Civil Code (BGB), at legal entities under public law, and at special funds under public law. No contract is concluded with consumers within the meaning of § 13 BGB. The Client's own terms and conditions do not apply, even if the Contractor does not separately object to them.

Offers made by the Contractor are subject to change and non-binding. A contract is only formed upon the Contractor's written order confirmation or upon commencement of performance. Amendments and additions to the contract must be made in text form.

The type, scope, and execution of the respective service result from the individual offer or the underlying statement of work. Services with a clearly defined, success-oriented outcome (e.g. developing a specified piece of custom software or a defined module per a statement of work) are provided by the Contractor as a contract for work (Werkvertrag) within the meaning of §§ 631 et seq. BGB. Ongoing services without a defined outcome (e.g. maintenance, support, or ongoing time-and-materials consulting) are provided as a service contract (Dienstvertrag) within the meaning of §§ 611 et seq. BGB. Which type of contract applies in a given case follows from the respective offer; the content of the agreed obligations is decisive, not their label. The Contractor performs the agreed services in accordance with the current state of the art and is entitled to engage third parties (subcontractors) to render the services.

The Client shall provide the Contractor with the information, access, data, and materials required for performance in a timely and complete manner. Delays caused by insufficient cooperation on the part of the Client are not the responsibility of the Contractor and may result in an adjustment of agreed deadlines and fees.

Fees are based on the offer agreed in each individual case (fixed price, time and materials based on hourly rates, or recurring fees, e.g. for maintenance and support contracts). All prices are exclusive of statutory VAT. Unless otherwise agreed, invoices are due for payment without deduction within 14 days of the invoice date. In the event of late payment, the Contractor is entitled to charge default interest at the statutory rate pursuant to § 288 BGB.

Where custom-programmed software is the subject of the service, the Client receives, upon full payment, a simple, non-exclusive right to use the software developed specifically for them. The transfer of further-reaching rights requires a separate written agreement. Any proprietary libraries, frameworks, and templates used by the Contractor remain the property of the Contractor or the respective rights holders.

For services provided under a contract for work, the Client shall accept the service performed in accordance with the contract without undue delay, and in any event within 14 days of provision or notification of completion, or shall notify the Contractor in text form of any material defects. If neither acceptance nor a defect notice is made within this period, the service is deemed accepted, provided the Contractor has informed the Client of this legal consequence at the start of the period. Immaterial defects do not entitle the Client to refuse acceptance.

For services provided under a contract for work, warranty is governed by §§ 634 et seq. BGB and begins upon acceptance pursuant to § 7 of these Terms; for services provided under a service contract, the statutory provisions of §§ 611 et seq. BGB apply. The Contractor is entitled to remedy defects initially by way of rectification. Should rectification fail, the Client is entitled to its statutory rights.

The Contractor is liable without limitation for damage arising from injury to life, body, or health that is based on a breach of duty by the Contractor, its legal representatives, or its vicarious agents, and for other damage based on intent or gross negligence on the part of the Contractor, its legal representatives, or its vicarious agents. The Contractor is likewise liable without limitation for fraudulently concealed defects, to the extent of an expressly assumed guarantee, and under the provisions of the German Product Liability Act. In the case of ordinary negligence, the Contractor is liable only for the breach of a material contractual obligation (cardinal obligation), i.e. an obligation whose fulfilment is essential to the proper performance of the contract and on whose observance the Client may regularly rely; in this case, liability is limited to the foreseeable damage typical for this type of contract at the time the contract was concluded. Otherwise, the Contractor's liability is excluded. The above provisions do not entail any change to the burden of proof to the detriment of the Client.

Both parties undertake to treat as confidential all confidential information obtained from the other party in the course of the collaboration. Personal data is processed in accordance with the GDPR; details, where applicable, are governed by a separate data processing agreement.

The granting of usage rights pursuant to § 6 of these Terms is subject to full payment of the agreed fee. The Contractor is entitled to withhold delivered source code and access credentials until payment has been received in full, insofar as this does not disproportionately impair the Client's legitimate interests.

For project-based contracts, the contractual relationship ends upon full performance of the agreed service. For ongoing contracts (e.g. maintenance or support contracts), the terms and notice periods agreed in the respective contract apply. The right to extraordinary termination for good cause remains unaffected.

The law of the Federal Republic of Germany applies, excluding the UN Convention on Contracts for the International Sale of Goods. The place of jurisdiction for all disputes arising from or in connection with this contract is, to the extent permitted by law, the Contractor's registered office. Should individual provisions of these terms be invalid, the validity of the remaining provisions shall remain unaffected.