General Terms and Conditions (GTC)

Important Notice: These GTC apply exclusively to business customers (entrepreneurs within the meaning of Section 14 of the German Civil Code), legal entities under public law or special funds under public law (hereinafter the "Customer"). Our offers are not directed at consumers. By placing an order you confirm that you are acting in a business capacity.

The English version of these GTC is the legally binding version. Translations into other languages are provided for convenience only.

(1) The following provisions apply to the entire business relationship between SoftwareSilo LLC (hereinafter referred to as the "Agency") and the Customer.

(2) The Agency does not recognise any terms and conditions that conflict with or deviate from these GTC unless their validity has been expressly confirmed in writing. This also applies if the Customer submits or accepts an offer while referring to the precedence of its own general terms and conditions.

(1) Within the collaboration concluded here, offers for project services issued by the Agency are non-binding unless expressly stated otherwise. For fixed offers the Agency remains bound for two weeks from the date the offer is issued, unless a different period is specified.

(2) The contract is concluded when the Agency confirms an order, or at the latest when the Agency begins performing the service.

(3) Free-of-charge quotations are generally prepared only on the basis of detailed specifications. If no comprehensive technical or conceptual specification has been provided, the inquiry is deemed to include the commissioning of a paid project planning phase, including an effort estimate and feasibility assessment. Target descriptions are not specifications within the meaning of these GTC.

(4) Any instruction (written, oral or implied) issued by the Customer or its authorised representatives to perform a service is deemed to constitute placement of an order.

(1) The scope and details of the mutual obligations as well as the specific rights and duties of the parties arise from the respective order in conjunction with these GTC.

(2) As a rule, services are provided in accordance with the Customer’s written or oral requirements. The Agency reserves the right to demand explicit approvals for the required effort.

(1) All services, in particular conception, consulting, development, design and project management, are subject to remuneration. Unless agreed otherwise, the fees listed in the current price list apply.

(2) Unless otherwise agreed, all services are billed on a time-and-materials basis. The services are itemised for the Customer in a detailed service report.

(3) A binding calculation of the expected effort and the scope of services owed, and thus a fixed-price offer deviating from paragraph (2), is provided only upon the Customer’s express request and must be explicitly identified as such by the Agency. All other budget statements are for guidance only. Every calculation prepared by the Agency relates solely to the fields of technology and design. Project management time is not calculated on a binding basis. If the calculation is based on a specification acknowledged by both parties, any additional effort exceeding 20% shall be borne by the Agency, anything below that by the Customer. Additional effort relating to project management/consulting as well as effort resulting from further coordination between the Agency and the Customer or the Agency and third parties is always borne by the Customer.
A budget release by the Customer is deemed to have been granted once the Agency has notified the Customer of the additional effort, unless an explicit different instruction (e.g. stopping the work) is given.
The Agency selects the most efficient and appropriate implementation approach within the framework of an economical solution in line with the Pareto principle. If no precise process specification is available and there is disagreement regarding a particular implementation variant, tasks will be completed at the Agency’s discretion in accordance with professional standards. This means that an interpretation of a task description or of the stated goal must, under normal circumstances, fit within the agreed time budget.
The Agency accommodates adjustment and change requests by the Customer that arise after acceptance of the cost estimate/offer but before the final acceptance. Depending on their scope, additional costs may arise, of which the Agency will inform the Customer. Non-exhaustive examples of chargeable changes include: technical changes occurring prior to acceptance (e.g. due to new browser updates); changes resulting from new business areas, products, etc.; changes based purely on preference; queries or coordination beyond the estimated consulting effort (either the consulting time specified in the offer or, if not specified, 10% of the project effort is allocated to consulting); coordination with third-party providers beyond the agreed consulting effort.

(4) If the parties have not agreed on remuneration for a service whose provision can only be expected in return for payment, the Customer shall pay the customary remuneration.

(5) The Agency may adjust prices for services not yet commissioned at any time by giving one month’s notice.

(6) All amounts quoted are exclusive of statutory VAT.

(7) The Agency may send invoices and payment reminders electronically.

(8) Unless expressly agreed otherwise, all contractually agreed fees are exclusive of packaging and transport where relevant.

(9) Expenses, disbursements and travel costs incurred by the Agency in connection with the order are borne by the Customer and will be invoiced in accordance with the price list. If the Agency procures services on behalf of the Customer, these will be passed on at actual cost.

(10) As a rule, the Agency requires a deposit of thirty (30)% for orders exceeding USD 2,500 and a deposit of fifty (50)% for orders exceeding USD 5,000.

(11) The Agency is entitled to render partial services. The Agency may additionally invoice partial payments for completed and independently usable parts of the agreed service. Staggered partial payments may also be arranged.

(12) Each invoice must be reviewed by the Customer within ten (10) days of receipt and, if necessary, disputed. Otherwise the invoice is deemed accepted.

(1) Without a concluded service contract the Agency does not provide ongoing support, service or consulting obligations. If no extended service has been commissioned, the Agency does not owe performance at or within a specific time.

(2) “Support” within these GTC primarily means time-critical assistance with problems and incidents that can be remedied quickly as well as proactive monitoring of system performance. It also includes advisory information, for example on the use and further development of the software.

(3) Business hours are Monday to Friday, 09:00–18:00. Saturday, Sunday, Christmas Eve and New Year’s Eve are not business days.

(4) The Agency is obliged to respond to a support request from the Customer within the contractually agreed response time, by phone or email, and to process it (“Service”). The exact scope of the services to be provided by the Agency is conclusively defined below.

(5) Support requests must generally be submitted to the Agency only via the individually agreed communication channels.

(6) Within the agreed response time the Agency will contact the Customer at the specified email address or telephone number to confirm that processing has begun, gather additional information relevant to the solution and/or present a proposed solution.

(7) No guarantee or responsibility is assumed regarding the resolvability of an issue. Neither the provision of a solution nor the notification that a support request cannot be resolved must occur within the contractually agreed response time. The Customer has no claim to a resolution or recovery time.

(8) The Agency’s service is limited to assisting with specific issues that arise in maintaining the operational capability of the supported software and the systems specified by the Customer.

(9) The contractual services of the Agency are furthermore limited to supporting specific issues relating to the services, programs and packages defined in the support agreement. Excluded are any programming tasks that exceed what is necessary to address the issue and maintain the system, as well as the development of complex IT concepts, feasibility studies and similar work.

(10) The Agency provides its services in different support levels defined in the individual contract.

(11) The response time is the period between receipt of the request—interrupted by times outside the agreed support level—and the Agency’s response.

(12) An emergency exists if a productive server or other business-critical system is unavailable, cannot be restored immediately and the system is covered by the support contract. For high-availability systems an emergency only exists if the overall system is unavailable. Failure of a single component without affecting the overall system is not an emergency.

(13) Compliance with the agreed response time presupposes timely receipt of all information to be provided by the Customer as well as compliance with the agreed payment terms and other obligations. If these prerequisites are not met in time, the deadlines are extended accordingly; this does not apply if the Agency is responsible for the delay.

(14) If deadlines cannot be met due to force majeure—e.g. mobilisation, war, civil unrest—or similar events such as strikes, lockouts, government action, shortages of energy or raw materials, transport bottlenecks, unavoidable operational disruptions (e.g. power outages, internet disruptions, fire, water, electronic damage), or failure of telecommunications networks or computers, the deadlines are extended appropriately.

(15) Support provided outside business hours without a corresponding support agreement is billed at double (100%) the standard hourly rate. The Agency may provide such service at its sole discretion. A goodwill service does not create any entitlement to future repetition.

(1) The Customer shall support the Agency in fulfilling its contractual obligations. This particularly includes providing information, materials, data ("Content") and hardware or software in good time, insofar as the Customer’s cooperation duties require this.

(2) Content to be provided by the Customer must be supplied in a common digital format that can be used directly.

(3) In the interest of efficiency the parties agree that testing and reviewing the work performed beyond an initial cursory check is the Customer’s responsibility. This also applies to observing how the work behaves within the overall system. If the Customer wishes the Agency to perform the testing, review or subsequent monitoring, this must be agreed separately and compensated.

(4) If the Customer realises that its own information, requirements or content are incorrect, incomplete, unclear or not feasible, it must notify the Agency and point out any discernible consequences without delay.

(5) Cooperation duties owed by the Customer under the contract are performed without separate remuneration unless expressly agreed otherwise.

(6) The Customer must provide the Agency with all access credentials required for performance, insofar as this is necessary.

(7) Before maintenance work by the Agency begins, the Customer should perform a data backup because it is aware that data loss may occur as a result of maintenance activities. The Agency does not perform its own data backup.

(1) If the Customer wishes to change the contractually agreed scope of services, it must notify the Agency in writing. The Agency will review the requested change and its impact on the existing agreement. The review is remunerated at the Agency’s standard hourly rate.

(2) The Agency informs the Customer of the result of the review. It will either submit a detailed proposal for implementing the requested change or explain why the change request cannot be implemented.

(3) If the change can be implemented according to the review, the parties will agree on the contents of the implementation proposal. If an agreement is reached, the contract is amended accordingly; if no agreement is reached, the original scope of services remains unchanged.

(4) Agreed deadlines that are affected by the change procedure are postponed by the duration of the review, the coordination on the change proposal and, where applicable, the implementation of the change requests plus a reasonable lead time. The Agency will inform the Customer of the new deadlines.

(5) If the Agency wishes to change the contractually agreed scope of services, it will notify the Customer in writing and submit an implementation proposal. This applies in particular to work for which the implementation description was insufficiently specific at the time of the offer and effort estimate. The Agency bears the cost of preparing the change proposal.

(6) If it becomes apparent during performance that the effort associated with implementation will significantly exceed expectations because the task description was insufficiently specific and the effort could therefore not be estimated precisely, the Agency will inform the Customer of the additional effort and cost after reviewing feasibility. These additional costs are borne by the Customer. The Customer may decide not to continue the work; in that case remuneration is based on the effort incurred up to that point.

(1) After delivery of a work result the Customer is obliged to accept it.

(2) Upon the Agency’s request the Customer must also accept drafts and interim results, provided they can be reasonably assessed on their own.

(3) If acceptance fails, the Customer must provide the Agency with a list of all defects preventing acceptance. After expiry of a reasonable period the Agency shall provide a defect-free, acceptable version of the service. During the subsequent review only the recorded defects will be examined, insofar as their function allows isolated testing.

(4) The Customer may not refuse acceptance on account of immaterial defects. Acceptance is, however, subject to the immediate rectification of the defects by the Agency. Such defects must be listed individually in an acceptance report.

(5) If the Customer allows a reasonable deadline following the acceptance request—typically seven (7) working days—to pass without response, the service is deemed accepted. For factual reasons the Agency may shorten the seven-day period by explicit notice if a delayed approval would jeopardise the project, the achievement of scheduled milestones, etc.

(6) Change requests after approval constitute a change in scope.

(1) The Agency operates an electronic customer area to which access can be granted to the Customer. The Customer receives an individual password enabling access to the customer area. The Customer must not disclose the password to third parties and must store it carefully to prevent misuse.

(2) The Customer must inform the Agency without delay if the password has been lost or if it becomes aware that unauthorised third parties have obtained knowledge of the password. Unless the Customer proves that a third party used the customer area without the Customer’s consent, all declarations issued via the access are attributed to the Customer.

(1) The Agency is not responsible for delays in performance caused by circumstances within the Customer’s sphere (e.g. failure to provide cooperation in time) or by force majeure (e.g. strike, lockout, general telecommunications disruptions). In such cases the Agency is entitled to postpone performance of the affected services by the duration of the hindrance plus a reasonable start-up period. The Agency will notify the Customer of delays caused by force majeure.

(2) Where the assertion of rights by the Customer requires the setting of a reasonable cure period, such period shall be at least two (2) weeks.

(3) Commitments regarding deadlines that would give rise to liability for damages on the part of the Agency must be agreed separately and expressly.

(1) Subject to full payment of the agreed remuneration, the Agency grants the Customer the right to use the services rendered for the contractual purposes in the scope agreed in the contract.

(2) If the Customer wishes to exploit work created by the Agency beyond the originally agreed purpose or scope, the parties must agree on an additional fee for the corresponding rights of use in advance.

(3) The transfer of rights of use or the granting of sublicences is permitted only if expressly agreed or if it follows from the purpose of the contract.

(4) Insofar as the Agency’s service contains open-source components, rights are transferred only to the extent and under the terms of the respective open-source licence. The Agency expressly points out that open-source components may be used, modified and made subject to dispositions only within the framework of the respective licence.

(5) Without separate permission the Customer is not entitled to modify or edit the services rendered. Changes and edits that are necessary to achieve the contractual purpose remain unaffected.

(6) The Customer is obliged to credit the Agency on the finished work and on copies thereof.

(7) Suggestions made by the Customer or its other cooperation do not affect the level of remuneration and do not create co-authorship.

(8) The Customer does not receive ownership or rights of use to drawings, drafts, layouts, software or other materials and documents provided during offers or contract negotiations. Passing them on to third parties requires the Agency’s express consent.

(9) Unless expressly agreed, the Agency is not obliged to hand over interim results, drafts, layouts, source files, etc. that led to the contractual project results.

(1) If the work is shipped to a place other than the place of performance at the Customer’s request, the risk of accidental loss or deterioration passes to the Customer when the work is handed over to the carrier or freight forwarder, at the latest when it leaves the Agency’s premises or warehouse, irrespective of whether shipment originates from the place of performance.

(2) If the shipping route and means of transport have not been individually agreed, the Agency may choose the option most economical for it, taking into account the Customer’s obvious interests. If the Customer requests special packaging, it shall bear the additional costs incurred.

(1) To fulfil the order the Agency will generally commission necessary third-party services in the name and for the account of the Customer.

(2) The Customer is obliged to grant the Agency the necessary powers of attorney upon request and to provide written proof thereof.

(3) The Agency may, at its discretion, engage subcontractors to perform necessary services.

(1) Unless expressly agreed otherwise, all payments are due in cash without deduction within ten (10) days of the invoice date. Statutory provisions govern the requirements and consequences of default.

(2) Set-off with counterclaims is permitted only if such claims are undisputed or have been finally determined by a court, unless they concern claims for completion or remedy of defects. The Customer may also set off a counterclaim that replaces a right of retention arising from this contractual relationship.

(3) The Customer’s right of retention is limited to the same contractual relationship and, in the case of defects, to twice the cost required to remedy the defect. The Customer may exercise its right of retention on the basis of undisputed or finally determined claims.

(4) If the Customer is in default of payment, the Agency may refuse performance and demand default interest in accordance with applicable law. Payment is deemed made on the date the amount is credited to the Agency’s account. The Agency reserves the right to claim further damages.

(5) If circumstances become known which, in the Agency’s prudent commercial judgment, raise justified doubts about the Customer’s creditworthiness—including facts predating the contract that were unknown to the Agency—the Agency may stop work on ongoing orders, demand advance payments or securities it deems acceptable for outstanding services and, after an appropriate grace period without such security, withdraw from the contract and claim damages, without prejudice to further statutory rights.

(1) In the event of defects in a delivery the Customer is entitled to supplementary performance. The Agency may choose to remedy the defect or to deliver/produce a new defect-free item/service. In the event of replacement delivery the Customer must return the defective item/service.

(2) If supplementary performance fails, the Customer may, at its discretion, reduce the price or withdraw from the contract without setting another deadline. This also applies if the Agency refuses supplementary performance or if it is unreasonable for the Customer.

(3) Defects must be reported in writing with a comprehensible description of the symptoms, supported—where possible—by written records, hard copies or other documentation illustrating the defects. The defect notice should allow the error to be reproduced.

(4) If the defect is due to the defective product of a third party and the third party is not acting as the Agency’s vicarious agent, but the Agency merely forwards the third-party product to the Customer, the Customer’s warranty claims are initially limited to assignment of the Agency’s warranty claims against the third party. This does not apply if the defect is based on improper handling of the third-party product for which the Agency is responsible. If the Customer cannot enforce its warranty claims against the third party out of court, the Agency’s subsidiary liability remains unaffected.

(5) Warranty claims lapse if the Customer itself or third parties make changes or extensions to the Agency’s services, unless the Customer proves that the change or extension did not cause the defect. The Agency is likewise not liable for defects resulting from improper operation, operating conditions or the use of unsuitable operating resources by the Customer.

(6) The limitation period for warranty claims is one (1) year from acceptance.

(7) The Agency may refuse supplementary performance until the Customer has paid the agreed remuneration, minus an amount corresponding to the economic significance of the defect.

(1) The Agency is liable without limitation for damage caused intentionally or by gross negligence by the Agency, its legal representatives or senior executives, as well as for intentionally caused damage by other vicarious agents.

(2) The Agency is liable without limitation for damage resulting from injury to life, body or health caused intentionally or negligently by the Agency, its legal representatives or vicarious agents.

(3) The Agency is liable for damage resulting from the absence of warranted characteristics up to the amount covered by the purpose of the warranty and recognisable to the Agency when the warranty was given.

(4) The Agency is liable for product liability damages in accordance with the German Product Liability Act.

(5) The Agency is liable for damage resulting from the breach of cardinal duties by the Agency, its legal representatives or vicarious agents. Cardinal duties are fundamental contractual obligations that were decisive for concluding the contract and on whose fulfilment the Customer may rely. If the Agency breaches these duties through slight negligence, liability is limited to the damage typically foreseeable at the time the relevant service was rendered. The same standard applies to the liability for gross negligence on the part of other vicarious agents.

(6) The above provisions also apply to the personal liability of employees, representatives and vicarious agents.

(7) The Customer is responsible for backing up its data unless data backup is expressly part of the Agency’s service. This applies in particular to data sets maintained by the Agency. If the Agency creates a backup for its own protection, this does not constitute a guarantee or a legal claim by the Customer to proper execution. Such a backup is deleted immediately after the work is completed.

(8) The Agency is not liable for errors or malfunctions in open-source systems used by the Customer, nor for requirements expected by the Customer that the Agency has not expressly confirmed.

(9) If, due to technological developments of the software or the system in which it is embedded, dependencies arise with elements previously implemented by the Agency that impair those elements, these do not constitute defects.

(1) The Agency is not responsible for materials and content provided by the Customer. The Agency is not obliged to check such materials and content for possible legal violations, but will inform the Customer in good time of any significant risks that are readily apparent from the Agency’s perspective.

(2) The Agency’s services do not include legal reviews or legal advice (for example under trademark, copyright, data protection, competition or professional law) nor the fulfilment of statutory information obligations incumbent upon the Customer (e.g. provider identification, privacy notices, consumer information in distance selling).

(3) Where the Agency provides the Customer with legal templates such as imprint texts, terms of use or privacy policies, these are to be understood as samples. It is the Customer’s responsibility to adapt them to its own legal requirements.

(4) If the Agency itself is pursued because of materials or content provided by the Customer, the Customer shall indemnify and hold the Agency harmless.

(5) The Customer acknowledges that it must have its website regularly checked by a suitably qualified person.

(1) All physical items delivered remain the property (goods subject to retention of title) of the Agency until all monetary claims arising from the business relationship with the Customer have been fully settled, even if payments have been made for specific services.

(2) In the event of enforcement measures affecting the goods, the Customer must notify the Agency without delay.

(3) If the realisable value of the securities held by the Agency exceeds its claims by more than ten percent and not merely temporarily, the Agency shall release securities of its choice at the Customer's request.

(1) The contracting parties agree to maintain confidentiality regarding the content and terms of this contract and the knowledge gained during its execution.

(2) The confidentiality obligation shall continue beyond the termination of the contractual relationship.

(3) If a contracting party so requests, the documents handed over by that party shall be returned after termination of the contractual relationship, unless the other party can demonstrate a legitimate interest in retaining such documents.

(4) Press releases, statements, etc., in which one contracting party refers to the other, are only permissible after prior written agreement – including by email. Notwithstanding this, the Agency may name the Customer as a reference client on its website or in other media and may reproduce and distribute the services provided for self-promotion purposes, as well as publicly display and refer to them for demonstration purposes, unless the Customer can demonstrate a conflicting legitimate interest.

(5) The Customer is advised that email is an open medium. The Agency assumes no liability for the confidentiality of emails. At the Customer's request, communication may be conducted via other media; any additional costs shall be borne by the Customer.

(6) The Customer shall not solicit employees of the Agency. This prohibition applies for up to one year after the end of the business relationship.

(1) The parties agree to maintain confidentiality regarding all business secrets of the other party during and after the term of the contract.

(2) The Agency processes personal data in accordance with applicable data protection law, in particular the General Data Protection Regulation (GDPR), even though the company is based in the United States. Processing personal data is necessary to perform the contract (Article 6(1)(b) GDPR).

(3) Detailed information on how we collect, use and protect personal data, as well as on your rights as a data subject, can be found in our separate Privacy Policy. This policy is an integral part of our agreement.

(4) The Agency may name the Customer as a reference on its website or in other media unless the Customer objects on legitimate grounds.

(1) Unless agreed otherwise, the place of performance is the Agency’s place of business.

(2) The exclusive place of jurisdiction for all disputes arising directly or indirectly from the contractual relationship, including its formation and validity, is Wyoming, USA, provided the Customer is a merchant, a legal entity under public law or a special fund under public law. This also applies to disputes relating to documents, bills of exchange and cheques arising from the contractual relationship.

(3) All legal issues arising from the order and its execution are governed by the law of the State of Wyoming, USA, excluding the United Nations Convention on Contracts for the International Sale of Goods.

(4) Should any provision of this contract be or become invalid, the validity of the remaining provisions shall not be affected. Any gaps in these provisions shall be filled by a regulation that reflects the economic purpose of the contract.