General Terms and Conditions (GTC)

§ 1 Scope & Subject Matter

1. The following GTC apply to all contracts for consulting, development, and IT services between Sergiy Shumakov (hereinafter "Contractor") and his clients (hereinafter "Client").
2. These GTC apply exclusively to entrepreneurs within the meaning of § 14 BGB...
3. Conflicting or deviating terms of the Client are not recognized by the Contractor...
4. The subject of the contract is the agreed service (e.g., software architecture, Odoo implementation, AI integration, consulting), not a specific economic success...

§ 2 Conclusion of Contract

1. Offers from the Contractor are non-binding and subject to change unless expressly marked as binding.
2. A contract is concluded through written order confirmation by the Contractor (email sufficient) or by the commencement of service provision.

§ 3 Services and Cooperation Obligations of the Client

1. The Contractor provides its services according to the current state of the art.
2. The Client is obliged to support the Contractor in the provision of services. This includes, in particular, the timely provision of information, data material, access (servers, API keys), and hardware and software, as far as this is necessary for the provision of services.
3. Delays caused by the Client's lack of cooperation shall not be borne by the Contractor. Additional work caused by deficient cooperation will be charged additionally based on the agreed hourly rates.
4. Data backup: The Client is responsible for a regular backup of their data (backups). The Contractor is not liable for data loss that could have been avoided by proper data backup.

§ 4 Remuneration and Payment Terms

1. Unless a fixed price has been agreed upon, remuneration is based on effort at the Contractor's currently applicable hourly rates.
2. All prices are in Euro plus the applicable statutory value-added tax (if the Contractor is subject to VAT; otherwise, a reference to § 19 UStG is made).
3. Invoices are payable immediately upon receipt of the invoice without deduction, unless another payment period is noted on the invoice (e.g., 14 days).
4. If the Client is in default of payment, the Contractor is entitled to demand default interest at a rate of 9 percentage points above the base interest rate (§ 288 BGB). The assertion of higher default damages remains reserved.

§ 5 Usage Rights & Open Source Software

1. The Contractor grants the Client a simple, geographically and temporally unlimited right of use for the individual work results (custom code) created for them upon full payment of the remuneration.
2. As far as open-source software (e.g., Odoo Community/Enterprise, Python libraries) is used or adapted, rights of use are primarily governed by the respective license conditions of the open-source software (e.g., LGPL, AGPL, MIT). The Client undertakes to comply with these license conditions.

§ 6 Acceptance

1. As far as a software service (e.g., finished software module with defined functional scope) has been agreed upon, the Client is obliged to accept it.
2. Acceptance is deemed to have taken place if the Client uses the software productively or does not object in writing to material defects within 14 days of handover.

§ 7 Liability and Warranty

1. The Contractor is liable without limitation for intent and gross negligence as well as for damages resulting from injury to life, body, or health.
2. In the case of slight negligence, the Contractor is only liable for the breach of an essential contractual obligation (cardinal obligation). In this case, liability is limited to the typical, foreseeable damage.
3. Liability for data loss is limited to the typical restoration effort that would have occurred with regular and risk-appropriate data backup (see § 3 para. 4).
4. Further liability is excluded. This applies in particular to lost profits or other financial losses of the Client.

§ 8 Confidentiality

Both parties undertake to treat all business and trade secrets of the other party that become known in the context of cooperation as confidential for an unlimited period of time and not to pass them on to third parties, unless this is necessary for the execution of the contract.

§ 9 Final Provisions

1. The law of the Federal Republic of Germany applies to the exclusion of the UN Sales Convention.
2. The place of performance and exclusive place of jurisdiction for all disputes arising from this contract is the Contractor's place of business (Fürth), provided the Client is a merchant, a legal entity under public law, or a special fund under public law.
3. Should individual provisions of this contract be or become invalid, the validity of the remaining provisions shall not be affected thereby.