General Terms and Conditions
The following General Terms and Conditions (GTC) apply to all - also future - business relations between weltfern UG (hereinafter ("contractual partner" or "weltfern") and its customers (hereinafter "client"). This also applies if weltfern carries out deliveries or services to the customer without reservation in knowledge of conflicting or deviating conditions of the customer.
Contractual conditions of the client do not apply to these business relations, unless they are exceptionally expressly accepted by weltfern in writing. For the rest, their validity is hereby contradicted also for the future. Silence of weltfern to validity references of the customer to his contractual conditions is not considered as consent.
Descriptions and illustrations of weltfern's services within offers, product concepts or concept proposals are non-binding subject to the explicit inclusion in the contractual relationship of the parties. They are subject to change.
The service offers of weltfern are explicitly not directed at consumers in the sense of § 13 BGB. Therefore weltfern does not conclude contracts with consumers.
The subject of this contract is the development, production and provision of software by weltfern according to the functionalities required by the customer, including the granting of the rights of use.
In addition, in particular with regard to the extended functionalities, the specification or the corresponding project or concept document applies.
weltfern commits to develop a concept for the ordered software according to the specifications of the customer (planning phase) and to produce it according to the functionalities required by the customer and specified in the project or concept document belonging to it (realization phase). The subject matter of the contract will be created by weltfern in such a way that all requirements described in the functional specification or project or concept document are fulfilled (must-have, should-have and nice-to-have functions). For all additional services and additional expenses 9.3 and 9.4 of these GTC apply. Minimum standards of development are the generally available knowledge of the current state of the art, technology and technical status of software in general at the time the order is placed.
weltfern creates in cooperation with the customer a specification or a project or concept document that defines the specifications of the software in detail - including the task to be accomplished by the software, the functionalities and the required scope of services. The basic functionalities (must-have functions) that are of particular importance to the customer are identified in particular. The requirements specification or project or concept document also specifies the development environment in which the software is to be created and the hardware compatibility with which the software is to run.
After completion of the requirements specification or the project or concept document by weltfern and its release by the customer, weltfern will create a basic version of the software. The basic version must already contain essential functional features of the software. In particular, the basic functionalities, which are specifically designated as such in the requirement specification or project or concept document (must-have functions), must already be available. If there is no precise designation, the must-have functions shall be interpreted in such a way that the basic version of the software must be executable at the customer in order to have completed a creation of the must-have functions. The basic version of the software must be functional to the extent that it is possible for the customer to check the functionality of the software. In particular, test runs must be possible.
After completion of the basic version and its release by the client weltfern creates the final version of the software (should-have and nice-to-have functions). The final version must be fully functional.
weltfern informs the client immediately, verbally or in writing, about any delays in the progress of the project and the expected non-compliance with a deadline, if such a deadline has been mutually agreed upon in advance. In case of delays in this respect the client has to grant weltfern a reasonable grace period of at least 14 days. In case of non-compliance with the grace period weltfern will be in default with the service provision. If the delay of the project progress is due to points according to 8., point 6. is not applicable and the points according to 8. come into force.
The core task of weltfern is the development and production of the ordered software. Any additional tasks (extended tasks) will be specified in writing. Extended tasks can be in particular
a. Documentation and creation of documents;
b. Installation on the Customer's hardware;
c. Training and familiarization of the Client's employees in connection with the created software.
The customer is obligated to reasonable cooperation during the entire time of development and production of the software by weltfern. Reasonable cooperation includes in particular the provision of all data and all information required for the development and production of the software.
The client will assist weltfern in the preparation to enable weltfern to provide a detailed specification of the implementation.
After the creation of the requirement specification or the project or concept document by weltfern, the customer is obliged to check it carefully and conscientiously. If the requirements specification or the project or concept document essentially meets the requirements, the customer is obliged to release the requirements specification.
After completion of the final version, the Customer shall be obliged to accept the software, provided that the software is essentially functional and free of defects. The acceptance is to be declared in text form (§ 126 b BGB).
After completion of the software weltfern will invoice the client for the contractually owed remuneration (final invoice). If no other terms of payment are contractually agreed, all payments are due 14 days after invoicing without any deductions. If the payment dates are exceeded weltfern is entitled to default interest in the amount of 2% - above the reference interest rate of the European Central Bank according to the Discount Rate Transition Act - without further reminder. The right to claim further damages remains unaffected.
Upon award of the contract, the Client undertakes to pay a lump-sum remuneration of 50% of the total contract sum plus VAT.
For additional expenses which exceed the services owed by weltfern, the parties agree on a daily remuneration of 960 Euro. Additional expenses that weltfern incurs because the client has made changes at the request of the client after the release of the specifications or the project or concept document, after the release of the basic version or after partial acceptances, which refer to services that have already been released or accepted (change request), are considered as additional expenses that are subject to remuneration.
Irrespective of the lump sum remuneration and the agreed additional expenses, the client is obliged to compensate weltfern for any non-agreed additional expenses with an hourly rate of 250 Euro. Not agreed additional expenses, result from all expenses of weltfern, which arise from the fact that the client has not fulfilled his obligations according to 8.1 and 8.2 of these GTC. The settlement of non-agreed additional expenses will be announced to the client in writing before invoicing.
The customer may duplicate and further develop the contractual software in any form. For this purpose weltfern transfers to the client the exclusive, irrevocable, spatial and temporally unlimited right of use to the software. The transfer of the rights of use only becomes effective (§ 158 para. 1 BGB) when the client has paid the owed remuneration to weltfern in full.
The right of use shall only apply to the direct use of the software by the client. The Client may only resell, lease or publish the Software if the Client has given its prior consent in text form (§ 126 b BGB).
The source code shall remain with weltfern, which undertakes to keep it safe and to remedy possible faults in the subject matter of the contract to be remedied without delay only by accessing the source code at the request of the customer. For the rest, the GTC Software Maintenance apply.
weltfern guarantees the functional error-free applicability of the software according to the requirements listed in the specifications or the project or concept document and that the software corresponds to the recognized state of the art upon acceptance. weltfern is liable for defects of the software according to the legal regulations of the sales law (§§ 434 ff. BGB). Excluded are defects which are based on the fact that the software is used in a hardware and / or software environment which does not meet the requirements specified in the specifications or in the project or concept document and for which the software has not been expressly released.
The customer has to examine the software - including optionally delivered documents - immediately after delivery by weltfern, as far as this is feasible in the ordinary course of business, as well as to test it extensively and, if a defect appears, to notify weltfern immediately.
If the customer fails to notify us, the software, including the optionally supplied documents, shall be deemed to have been approved after a period of two weeks, unless the defect was not recognizable during the inspection (hidden defect).
weltfern is liable for the careful and professional performance of its contractual services as well as their freedom from defects. weltfern is liable without limitation for intent and gross negligence. weltfern is liable for slight negligence according to the product liability law as well as for damages resulting from injury to life, body or health of persons, if this is exclusively and irrefutably due to the use of the contractual software.
weltfern is only liable to a limited extent in case of slight negligence. Otherwise only in case of violation of an essential contractual obligation, the fulfillment of which enables the proper execution of the contract in the first place and on the compliance of which the customer may regularly rely. This limitation of liability also applies in favor of weltfern's vicarious agents.
weltfern undertakes not to exploit or disclose to third parties any business and trade secrets as well as confidential information of the customer and its clients which have become known during its activities for the customer without the prior consent of the customer. The same shall apply to transferred documents and knowledge communicated both in writing and verbally. Furthermore, the contracting parties agree to maintain confidentiality with regard to the content of this contract and the knowledge gained during its execution. The obligation to maintain confidentiality shall also apply beyond the termination of the contractual relationship.
A concluded contract between weltfern and the client can only be terminated for good cause (§ 314 para. 1 BGB). An important reason exists in particular if
a. weltfern is irrevocably unable to meet the completion date and a reasonable grace period set by the client has expired fruitlessly. Exempt from this are any circumstances for which weltfern is not responsible;
b. weltfern violates other obligations from this contract in a gross manner;
c. the client grossly violates his duties from this contract, especially his duties to cooperate;
d. insolvency proceedings have been opened against the assets of a contractual partner or the opening of such proceedings has been rejected for lack of an insolvency estate corresponding to the costs of the proceedings.
In the event of termination of the contract without notice by the client for good cause, the client is entitled to have the software further developed by third parties at weltfern's expense. For this purpose weltfern is obliged to hand over the already existing parts of the source code to the client immediately.
All amendments or additions to this contract must be made in writing to be effective. Should individual provisions of this contract be or become invalid, this shall not affect the validity of the remaining provisions. Instead of the invalid provision, that provision shall apply which the parties would have agreed upon in good faith according to the originally intended purpose from an economic point of view. The same shall apply in the event of a loophole in the contract.
In the event that individual provisions of this agreement are or become invalid in whole or in part, or in the event that this agreement contains unintended loopholes, the validity of the remaining provisions of this agreement shall not be affected thereby. The invalid provision shall be replaced by such valid provision as the parties would have agreed, taking into account the purpose of this Agreement, if they had been aware of the invalidity or the absence of the provision in question when concluding this Agreement.
There are no verbal ancillary agreements. Amendments or supplements to this contract. Amendments must be made in text form to be effective, and this requirement cannot be waived verbally.
This contract shall be governed exclusively by German law to the exclusion of the UN Convention on Contracts for the International Sale of Goods.
The place of jurisdiction for disputes arising from this contract is Hamburg.