Terms and Conditions

Version 1.0 · effective from 1 January 2026

General Terms and Conditions for the provision of services by Contensi Software GmbH, Ulmenweg 2, 34516 Vöhl, Germany, email: projekt@contensi.com (hereinafter the "Contractor") to its customers (hereinafter the "Client")

1. General

1.1 These General Terms and Conditions ("Terms") for the provision of services apply to agreements concluded between the Client and the Contractor that incorporate these Terms.

1.2 The Contractor does not enter into contracts with consumers or private individuals.

1.3 The Contractor is entitled to engage subcontractors, in its own name and for its own account, to perform the required services; those subcontractors may in turn engage further subcontractors. The Contractor remains the Client’s sole contractual partner in this regard. Subcontractors will not be engaged where it is apparent to the Contractor that doing so would conflict with the Client’s legitimate interests.

1.4 Where, in addition to these Terms, further contractual documents or other terms and conditions in text or written form have become part of the contract, the provisions of those further contractual documents take precedence over these Terms in the event of any conflict.

1.5 The Contractor does not recognise any terms and conditions used by the Client that deviate from these Terms, unless it has expressly agreed to them.

2. Subject matter and scope of services

2.1 As an independent contractor, the Contractor provides the Client with the following services: software, hardware and IT consulting, as well as the development and distribution of its own software solutions.

2.2 The specific scope of services is the subject of individual agreements between the Contractor and the Client.

2.3 The Contractor performs the contractually owed services with the greatest possible care and diligence, in accordance with the latest state of the art, rules and knowledge at the time.

2.4 The Contractor is obliged to render the contractually owed services. In carrying out its work, however, it is not subject to any instructions regarding the manner, place or time of performance. It will nonetheless organise its working days and the scheduling within those days in such a way as to achieve optimal efficiency in its work and in delivering the subject matter of the contract. The Contractor performs its services only in coordination and consultation with the Client.

3. Client’s duties to cooperate

It is the Client’s responsibility to provide, completely and correctly, the information, data and other content required for the performance of the services. The Contractor bears no responsibility whatsoever towards the Client for delays in performance caused by the Client’s late or missing necessary cooperation or input; the provisions under the heading "Liability / Indemnification" remain unaffected by this.

4. Remuneration

4.1 Remuneration is agreed individually by contract.

4.2 Remuneration is payable after the services have been rendered. Where remuneration is calculated by time period, it becomes payable at the end of each individual time period (Sec. 614 of the German Civil Code, BGB). For time-and-materials billing, the Contractor is entitled, unless otherwise agreed, to invoice the services rendered on a monthly basis.

4.3 After rendering the services, the Contractor will issue the Client an invoice by post or by email (e.g. as a PDF). Remuneration is due for payment within 14 days of receipt of the invoice.

5. Liability / Indemnification

5.1 Contensi is liable, regardless of the legal grounds, only in accordance with the provisions set out below.

5.2 Contensi is liable for intent and gross negligence in accordance with statutory provisions.

5.3 In cases of slight negligence, Contensi is liable only for breach of a material contractual obligation, i.e. an obligation whose fulfilment is essential to the proper performance of the contract in the first place and on whose observance the customer may regularly rely (a "cardinal obligation"). In such cases, Contensi’s liability is limited to the foreseeable damage typical for this type of contract; liability is otherwise capped at 10% of the order value, but no more than €7,500 per claim and €30,000 in total. In cases of slight negligence, liability for all other damage, in particular indirect damage, is excluded. The above limitations do not apply to injury to life, body or health, to fraudulent misrepresentation, to the absence of a guaranteed characteristic, or to liability under the German Product Liability Act.

5.4 Contensi’s liability for indirect and/or consequential damage, such as loss of profit, downtime, financial loss, or loss or corruption of data, is excluded. Liability is otherwise capped at 10% of the order value, but no more than €7,500 per claim. This does not apply to damage caused intentionally or through gross negligence, to injury to life, body or health, or to liability under the German Product Liability Act.

5.5 Contensi shall be indemnified against any third-party claims brought against it arising from the Client’s breach of these contractual terms or of applicable law.

6. Contract term and termination

6.1 The contract term and the notice periods for ordinary termination are agreed individually by the parties.

6.2 Each party’s right to terminate for good cause without notice remains unaffected.

6.3 Upon termination of the contract, the Contractor shall promptly return or destroy all documents and other content provided to it, at the Client’s choice. Any right of retention with respect to such items is excluded. Electronic data must be deleted in full. This does not apply to documents and data subject to a longer statutory retention obligation, but only until the end of the relevant retention period. On request, the Contractor shall confirm the deletion to the company in writing.

7. Confidentiality and data protection

7.1 The Contractor shall treat strictly confidentially all matters that come to its knowledge in connection with the engagement. The Contractor undertakes to impose this confidentiality obligation on all employees and/or third parties who have access to information relating to the contract. The confidentiality obligation applies for an unlimited period beyond the term of this contract.

7.2 In carrying out the engagement, the Contractor undertakes to comply with all applicable data protection provisions – in particular the provisions of the General Data Protection Regulation and the German Federal Data Protection Act.

8. Final provisions

8.1 The law of the Federal Republic of Germany applies, excluding the CISG.

8.2 Should any provision of these Terms be or become invalid, the validity of the remaining Terms shall not be affected.

8.3 The Client shall support the Contractor, to the extent necessary, in rendering its contractual services through reasonable cooperation. In particular, the Client shall provide the Contractor with the information and data required to fulfil the engagement.

8.4 Where 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, the parties agree that the Contractor’s registered office shall be the place of jurisdiction for all disputes arising from this contractual relationship; exclusive places of jurisdiction remain unaffected.

8.5 The Contractor is entitled to amend these Terms for objectively justified reasons (e.g. changes in case law, statutory provisions, market conditions, or business or corporate strategy), subject to reasonable notice. Existing customers will be notified by email no later than two weeks before the change takes effect. If an existing customer does not object within the period specified in the change notice, their consent to the change is deemed given. If they object, the changes do not take effect; in that case, the Contractor is entitled to terminate the contract for good cause with effect from the date the change would have taken effect. The notice of the intended change to these Terms will indicate the objection period and the consequences of objecting or not objecting.