Last updated: [Month Year]
1. Scope
(1) These General Terms and Conditions apply to all contracts between [First name Last name], trading as Glesta Digital ("Glesta"), and its customers for services in software development, embedded systems, IoT, technical consulting and IT service and support.
(2) Our services are offered exclusively to businesses within the meaning of Section 14 of the German Civil Code (BGB), legal entities under public law and special funds under public law.
(3) The customer's own terms and conditions apply only if Glesta has expressly agreed to them in text form.
2. Conclusion of contract
(1) The presentation of our services on the website is not a binding offer. Our quotes are non-binding and valid for [30] days unless stated otherwise.
(2) A contract is concluded by our order confirmation in text form or when we begin providing the service.
3. Scope of services
(1) The type and scope of services are set out in the relevant quote or service description.
(2) Consulting, support and maintenance services are provided as services (Section 611 BGB). A specific result is owed only if this has been expressly agreed as a contract for work.
(3) Glesta may use qualified subcontractors to provide its services.
4. Customer's duty to cooperate
The customer provides all necessary information, access, test data and, where applicable, hardware in good time and names a responsible contact person. Delays caused by a lack of cooperation extend agreed deadlines accordingly; any additional effort may be charged separately.
5. Change requests
Changes to or extensions of the agreed scope require text form. Glesta will state the effects on costs and deadlines before implementing the change.
6. Acceptance
For contracts for work, the customer declares acceptance within [14] days of delivery. Minor defects do not entitle the customer to refuse acceptance. The work is deemed accepted if the customer uses it productively or does not refuse acceptance within the deadline, stating material defects.
7. Fees and payment
(1) The fee agreed in the quote applies. Time-and-materials work is billed at the agreed hourly rate. All prices are subject to statutory VAT.
(2) Invoices are payable within [14] days without deduction. For larger projects, Glesta may request reasonable instalment payments.
(3) Travel costs and expenses are charged only if agreed in advance.
8. Rights of use
(1) Upon full payment, the customer receives a [non-exclusive / exclusive], perpetual right to use the work results created specifically for them for the contractually intended purpose.
(2) Rights to pre-existing components, libraries, tools and general know-how remain with Glesta. Open-source components are subject to their respective licence terms.
9. Warranty
(1) For contracts for work, Glesta first has the right to remedy any defects. Warranty claims expire 12 months after acceptance; this does not apply in cases of intent, gross negligence or injury to life, body or health.
(2) For services, Glesta owes careful performance but not a specific result.
10. Liability
(1) Glesta is liable without limitation for intent and gross negligence, for injury to life, body or health, under the German Product Liability Act and to the extent of any guarantee given.
(2) In cases of slight negligence, Glesta is liable only for breach of material contractual obligations, i.e. obligations whose fulfilment makes proper performance of the contract possible in the first place and on whose fulfilment the customer may regularly rely. In this case, liability is limited to the typical, foreseeable damage.
(3) Glesta is liable for loss of data only up to the effort that would have been needed to restore it if the customer had backed up its data properly and regularly.
11. Confidentiality
Both parties treat as confidential all confidential information of the other party that they learn in the course of their cooperation. This obligation continues after the contract ends.
12. Data protection
Where Glesta processes personal data on the customer's behalf, the parties conclude a data processing agreement pursuant to Art. 28 GDPR.
13. Term of support and maintenance contracts
Unless otherwise agreed, support and maintenance contracts have a minimum term of [12] months and renew automatically for [12] months unless terminated in text form with [3] months' notice before the end of the term. The right to terminate for good cause remains unaffected.
14. References
After the project is completed, Glesta may name the customer as a reference unless the customer objects.
15. Final provisions
(1) The law of the Federal Republic of Germany applies, excluding the UN Convention on Contracts for the International Sale of Goods.
(2) If the customer is a merchant, a legal entity under public law or a special fund under public law, the place of jurisdiction is Düsseldorf.
(3) If any provision of these terms is invalid, the validity of the remaining provisions remains unaffected.