General Terms
and Conditions

(1) The following General Terms and Conditions (GTC) apply to all business relationships between the provider and the customer who is an entrepreneur within the meaning of section 14 of the German Civil Code (BGB).

(2) These GTC apply to all contracts under which the provider performs programming and consulting activities for the customer.

(3) Conflicting, supplementary or differing terms and conditions of the customer do not apply unless the provider has expressly agreed to their validity in writing. This requirement for consent applies in every case, particularly where the provider, knowing of conflicting or differing terms of the customer, provides or accepts services from the customer without further reservation or objection.

(1) The subject matter of the contract is the app, software or development service to be developed and supplied to the customer by the provider, or a consulting service.

(2) Unless otherwise agreed, the provision of source code is not part of the contract.

(3) The provider works according to agile principles. At the start of the project, the parties define the requirements and services to be implemented in principle. However, the result of this specification may be adapted and changed through the participation of the customer in agile development in the form of user stories. The user stories defined by the parties constitute the services to be performed by the provider for the sprint. Unless otherwise agreed, the provider is not obliged to install any software on the customer's hardware or submit the app to a corresponding app store.

(4) The provider undertakes to advise the customer to the extent necessary to achieve the contractual objectives. This advice relates to delivery, installation, adaptation, commissioning and training as specified in the contract.

(5) The services under the above paragraphs of section 2 collectively form the subject matter of the contract. The parties agree that they form a unit both economically and legally.

(1) Dates and deadlines for starting and completing programming work are binding only insofar as the contracting parties expressly agree them in writing or the provider expressly confirms them in writing.

(2) If the customer fails to fulfil its duties to cooperate on time or in full, or in cases of force majeure, dates and deadlines will be extended by a reasonable period.

(3) If hardware or software extensions become necessary during installation work contractually performed by the provider at the customer's premises, the provision time also depends on delivery by the customer's supplier. The provider is not responsible for resulting delays. The provider is likewise not responsible for delays in making apps available in the respective app stores.

(4) Unless otherwise agreed, Saturdays, Sundays and all national and state public holidays are not working days. The provider's regular working hours are from 08:00 to 16:00.

(1) The provider carries out the project in accordance with the customer's specific requirements. The customer is obliged to cooperate appropriately insofar as this is reasonable. This duty is a principal obligation.

(2) The duty to cooperate includes, in particular, providing the necessary information relating to data processing and project organisation (hardware and operating systems, standard software used, organisational charts, etc.) and, where applicable, hardware on which any software developed is to be used later.

(3) During any necessary test runs or acceptance testing, the customer must be present in person or assign competent employees authorised to assess and make binding decisions on defects, reductions in functionality and changes to the program structure. The provider supplies any necessary test data.

(4) If the provider presents drafts, test versions of programs or similar items to the customer, the customer must examine them conscientiously. Complaints or requests for changes must be communicated without delay.

(5) All necessary resources and contacts of the customer must be identified and available by the start of the project at the latest.

(6) All pending or emerging questions about requirements must be clarified quickly at every stage of the project. Delays may affect dates and costs.

(7) The provider will take a proactive approach to fulfilling this contract and all services to ensure appropriate solutions and services, taking particular account of the current state of technology.

(5) All documents, materials and information made available to a contracting party by the other party for performing the contract may be copied only for its own use and must not be made accessible to third parties. They must be returned to the other contracting party, including any copies made, as soon as they are no longer required for carrying out the project, unless otherwise agreed.

(1) The provider is not obliged to accommodate requests by the customer for changes to functionality, program structure, screen design or other features insofar as they deviate from the original contractual content.

(2) The provider may accommodate the requested changes for a reasonable additional fee (change request), which, unless otherwise agreed, is based on the time spent and the provider's usual hourly rates.

(3) The provider is not obliged to disclose its calculations.

(4) The provider is not responsible for the changes to be made or the associated extensions of deadlines.

(1) Upon full payment of the instalments due up to and including acceptance, the customer acquires ownership of all movable items owed under the contract. Use of delivered items free of charge before acceptance is permitted.

(2) Upon full payment of the instalments due up to and including acceptance, the customer acquires the non-exclusive right, unlimited in time, to use the contractual software in object code within the defined scope throughout its group of companies. The provisions of sections 69a et seq. of the German Copyright Act (UrhG) also apply in the sense of permanent acquisition for a one-off licence fee. Use free of charge for testing purposes is also permitted before acceptance. Source code is not included in the transfer of rights.

(3) If the customer sells all or part of the programming work or relocates it through a move or conversion, it will notify the provider. All rights and obligations under this contract apply unchanged to the new operation.

(1) As the provider performs all services using agile methods, software artefacts, insofar as they constitute services under a contract for work, are accepted by the customer at the end of each sprint. The provider demonstrates that the services agreed at the start of the sprint have been successfully implemented.

(2) At the conclusion of the project, the project as a whole is presented to the customer for acceptance.

(3) Once the above provisions have been fulfilled, the customer is obliged, at the provider's request, to issue a written declaration of acceptance. Acceptance must not be unreasonably refused. Acceptance must not be refused because of insignificant defects.

(4) The provider may set a reasonable deadline for issuing the declaration of acceptance, after which the programming work is deemed accepted.

(1) Services are invoiced monthly at the end of each month on a time and materials basis. Any outstanding lump sum is invoiced with the final invoice.

(2) Invoicing takes place electronically by email in PDF format on the basis of the Tax Simplification Act, section 14 of the German Value Added Tax Act (UStG). The PDF is the original; separate paper invoices are not required. The customer must provide the provider with an email address for this purpose before the project starts.

(3) All remuneration is payable without deduction and, unless otherwise agreed, is due no later than 10 days after receipt of the invoice.

(4) The customer may offset claims against the provider only if its counterclaim is undisputed or has been established by a final court decision. The customer may exercise a right of retention only insofar as its counterclaim is based on the same contract.

(1) Claims for defects become time-barred within 12 months of acceptance. The limitation period is suspended if the customer reports a defect within this period.

(2) During this period, the provider will remedy valid defects through two attempts at supplementary performance, either by rectification or replacement delivery. For minor errors, the provider may choose to provide a workaround and finally remedy the defect with the next update. The customer's right to reverse the contract or reduce the remuneration is excluded during this time. If rectification fails repeatedly and further waiting is unreasonable for the customer, the customer may withdraw from the contract or reduce the remuneration. In addition, the customer may claim damages in lieu of performance or reimbursement of wasted expenditure under the statutory provisions. Section 10 applies in this respect.

(3) Rectification or replacement delivery is deemed to have failed only if the provider has been given sufficient opportunity to rectify or deliver a replacement, if it is impossible, if the provider unjustifiably refuses it or unreasonably delays it, or if there are justified doubts about its prospects of success.

(1) The customer's claims for damages or reimbursement of wasted expenditure are governed by this clause regardless of the legal nature of the claim.

(2) The provider excludes liability for breaches of duty caused by slight negligence.

(3) Otherwise, the provider has unlimited liability under this contract for breaches of duty involving intent, gross negligence and gross organisational fault, for damage resulting from personal injury (life, body or health) regardless of the type of fault, and where a guarantee has been given.

(4) In the event of breaches of essential contractual duties and significant breaches of duty, outside the cases referred to in paragraph 2, the provider's liability is limited to the foreseeable damage typical of the contract.

(5) In all other cases, the provider's liability is limited to the remuneration owed under the contract, up to a maximum of EUR 50,000.

(6) Liability under the German Product Liability Act remains unaffected.

(7) The provider's liability for loss of the customer's data is limited to the typical restoration effort that would have arisen if backups had been made regularly and in accordance with the risk.

(8) The provider is not liable for material of any kind transmitted and supplied to it by the customer.

(9) The provider is not liable if an app it has developed is not approved because it is rejected by the respective app store in which it is to be published. App platforms reserve the right to reject apps that do not comply with their guidelines. Any adaptations, corrections or extensions required to align the app with the guidelines of the respective app store and enable publication are invoiced separately. These costs are independent of the development services originally agreed and are communicated transparently to the customer. The provider undertakes to do its best to ensure that the app meets the standards of the respective app store. However, it accepts no liability for decisions outside its control, particularly assessment and acceptance by the respective app store.

(1) If individual provisions of this contract or the referenced annexes are or become invalid, the validity of the remaining provisions is unaffected. The parties undertake to cooperate in agreeing a provision that gives effect as far as possible to the economic purpose of the invalid provision and replaces it.

(2) Amendments and additions must be made in writing. This also applies to the revocation of this clause.

(3) German law applies exclusively, excluding the UN Convention on Contracts for the International Sale of Goods (CISG).

(4) The provider may name the customer and the project carried out for it as a reference on its websites (https://cuisine.digital and https://appcuisine.de), in presentations and introductions at events, and in print media. The customer grants the provider the rights to use its name and/or logo and indemnifies the provider against any liability in this connection. The provider undertakes to comply with existing requirements (e.g. corporate identity) relating to the use of the customer's name and/or logo. The customer may revoke this authorisation at any time without giving reasons.

(5) The place of performance is Hanover.

(6) Insofar as permissible, the parties agree on Hanover as the place of jurisdiction.