General Terms and Conditions

Section 1 Scope and Subject Matter

1. These General Terms and Conditions apply to all contracts for consulting, development, integration, automation and IT services between Sergiy Shumakov, Frankenstrasse 12, 90762 Fuerth, Germany, and his clients.
2. These terms apply exclusively to entrepreneurs within the meaning of Section 14 German Civil Code, legal entities under public law and special funds under public law. Contracts with consumers are not offered on the basis of these terms.
3. Deviating, conflicting or supplementary terms of the client become part of the contract only if the contractor expressly agrees to them in text form. This also applies if the contractor performs services without reservation despite being aware of deviating terms.
4. The subject matter of the contract is the agreed service, not a specific commercial success, unless a specific work product or result is expressly owed.

Section 2 Conclusion of Contract

1. Offers by the contractor are non-binding unless expressly marked as binding or containing an acceptance period.
2. A contract is concluded by written or electronic order confirmation, mutual signature of an offer, approval by email, or commencement of performance after coordination with the client.

Section 3 Services and Client Cooperation

1. The contractor provides the agreed services in accordance with the state of the art and the priorities agreed in the offer, statement of work or other project documents.
2. The client provides in good time all information, decisions, contacts, access credentials, test data, systems, API keys, documentation and approvals required for performance.
3. Delays or additional work caused by missing, late or incorrect cooperation by the client are not the contractor's responsibility and may be charged additionally at the agreed rates.
4. Data backups: The client remains responsible for regular, complete and restorable backups of its systems and data unless an expressly different written agreement has been made.

Section 4 Fees and Payment Terms

1. Unless a fixed price has been agreed, fees are charged on a time and materials basis at the agreed hourly or daily rates. Travel time, expenses, license costs, hosting costs and other third-party costs are charged only if agreed or required for the project and coordinated with the client.
2. All prices are in euros plus the applicable statutory VAT.
3. Invoices are payable without deduction within the payment period stated on the invoice. If no period is stated, invoices are due within 14 days of receipt.
4. If the client defaults on payment, the contractor may claim statutory default interest. The right to claim further default damage remains reserved.

Section 5 Usage Rights and Open Source Software

1. After full payment, the contractor grants the client a simple, geographically and temporally unrestricted right to use work results individually created for the client for the contractual purposes, unless otherwise agreed.
2. Where open-source software, standard software, frameworks, libraries, SaaS services or third-party components are used, their respective license and usage terms take precedence. The client is responsible for complying with these terms insofar as they concern the client's use.

Section 6 Acceptance of Work Services

1. Where a work service with a defined result has been agreed, the contractor makes the result available for review. The client reviews the service without undue delay and reports material defects in a traceable manner in text form.
2. Acceptance is deemed to have occurred if the client uses the service productively or does not report material defects in text form within a reasonable period, no later than 14 days after provision and request for acceptance.

Section 7 Liability and Warranty

1. The contractor is liable without limitation for intent and gross negligence, for injury to life, body or health, and in all cases of mandatory statutory liability.
2. In cases of slight negligence, the contractor is liable only for breach of a material contractual obligation. In that case liability is limited to the typical, foreseeable damage.
3. In the event of data loss, liability is limited to the restoration effort that would have been incurred with proper, regular and risk-appropriate data backups.
4. Further liability is excluded to the extent permitted by law. Warranty rights for work services are governed by statutory provisions unless a different valid agreement has been made.

Section 8 Confidentiality

Both parties keep confidential all confidential information, trade secrets, access credentials and internal documents that become known during the cooperation. Disclosure is permitted where required for contract performance, made to advisors, subcontractors or service providers bound by confidentiality, or necessary due to legal obligations.

Section 9 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. The place of performance and exclusive place of jurisdiction is Fuerth, Germany, if the client is a merchant, a legal entity under public law, a special fund under public law, or has no general place of jurisdiction in Germany.
3. If any provision of these terms is or becomes invalid, the validity of the remaining provisions remains unaffected. The parties will replace the invalid provision with a valid provision that comes as close as possible to the economic purpose.