General Terms and Conditions (B2B)

These terms and conditions apply to contracts between Data Fabricator GmbH ("Contractor") and its clients ("Client"), provided that the Client is an entrepreneur within the meaning of § 14 German Civil Code (BGB).

1. Scope

These terms and conditions apply to all offers, services, and contracts of the Contractor.

Deviating conditions of the Client only apply if the Contractor agrees to them in writing.

2. Services & Scope of Services

The specific scope of services results from the offer, service description, Statement of Work (SoW), or project contract.

Unless expressly agreed otherwise, the Contractor owes a service (consulting/development on effort basis) and no specific economic success.

3. Client Cooperation Obligations

The Client provides all information, access, and content required for service provision in a timely manner.

Delays due to lack of cooperation extend agreed deadlines appropriately; additional expenses can be charged additionally.

4. Compensation, Billing, Payment Terms

Compensation according to daily rate / fixed price / retainer as per offer.

Invoices are due within 14 days without deduction.

The Contractor may request appropriate interim payments.

In case of default, statutory default interest applies; the Contractor may suspend services until payment.

5. Change Requests (Modifications)

Changes to the scope of services require text form.

The Contractor evaluates impacts on effort, schedule, and costs; implementation takes place only after approval by the Client.

6. Acceptance (for Work Services)

If work contract services (e.g., defined software deliverables) are agreed, acceptance takes place after provision and appropriate review period (e.g., 10 working days).

Material defects entitle to refusal of acceptance; immaterial defects do not.

7. Usage Rights (IP) & Pre-existing Work

Unless otherwise agreed, the Client receives the usage rights necessary for the contractual purpose to the created work results after full payment.

Pre-existing tools, frameworks, libraries, templates, know-how, and general methods of the Contractor remain its property; the Contractor may continue to use them.

Open source components are subject to their respective license terms.

8. Confidentiality

Both parties commit to confidentiality regarding information marked as confidential or recognizably confidential.

Exceptions are information that is publicly known or lawfully obtained from third parties.

9. Liability

The Contractor is liable without limitation in case of intent and gross negligence as well as for injury to life, body, or health.

In case of slight negligence, the Contractor is only liable for breach of essential contractual obligations (cardinal obligations) and limited to the typically foreseeable damage.

Liability for loss of profit, indirect damages, and consequential damages is excluded to the extent legally permissible.

Liability under the Product Liability Act remains unaffected.

10. Warranty / Defects

For work services, statutory warranty rights apply unless agreed otherwise.

The Client must report defects immediately and give the Contractor the opportunity for supplementary performance.

11. Term & Termination

Project contracts end with the provision of agreed services.

Retainer/continuing obligations can be terminated with notice (e.g., 4 weeks to the end of the month) unless otherwise agreed.

The right to extraordinary termination for good cause remains unaffected.

12. Reference Naming

The Contractor may name the Client as a reference (logo/name) unless the Client objects in text form.

13. Final Provisions

German law applies excluding the UN Convention on Contracts for the International Sale of Goods.

Place of jurisdiction is Kiel, provided the Client is a merchant.

Should a provision be invalid, the contract remains valid in all other respects.