General Terms and Conditions (B2B)

for Software Projects and Digital Services — As of: 13 April 2026

This is a convenience translation. In the event of any discrepancy, the German version shall prevail.

1. Scope of Application, B2B Restriction and Order of Precedence

1. These General Terms and Conditions apply to all present and future contracts between IntegrIT Solutions, Felix Maier, Engelsburgweg 10, 78628 Rottweil (hereinafter "Contractor") and its clients regarding software development, digital product and consulting services, customisations, integrations, hosting, support and maintenance services.
2. These General Terms and Conditions apply exclusively to entrepreneurs within the meaning of Section 14 of the German Civil Code (BGB). They do not apply to consumers.
3. Deviating, conflicting or supplementary general terms and conditions of the Client shall only become part of the contract if and to the extent that the Contractor has expressly consented to their applicability in text form.
4. For the interpretation of the contract, the following order of precedence applies:
   • individual agreements, proposals, order confirmations and expressly agreed annexes,
   • project-specific service descriptions,
   • separately agreed SLA, support or maintenance terms,
   • these General Terms and Conditions.
5. Where these terms refer to text form, email shall suffice unless a stricter form is mandatorily required by law.

2. Subject Matter of the Contract and Types of Services

1. The Contractor provides services in the areas of concept development, software development, customisation of existing systems, consulting, UI/UX-related implementation services, integration, testing, deployment, documentation, hosting, operations, support and maintenance, among others.
2. The specific scope of services is determined exclusively by the relevant proposal, order, order confirmation or an expressly agreed service description.
3. Technical planning documents, internal working papers, architecture or development sketches, backlog entries, tickets, internal documentation and other internal records of the Contractor shall only become part of the contract if this is expressly agreed in text form.
4. Consulting, support, operations and maintenance services are, by their nature, services contracts (Dienstvertrag). A specific economic outcome, a specific availability level or a specific technical result is only owed if expressly agreed.
5. The creation of a specifically described work product, in particular custom software or individual project-related deliverables, may constitute a works contract (Werkvertrag) obligation if this is apparent from the proposal or the service description.
6. Legal, tax or other regulatory advice is not owed unless expressly agreed as a service.

3. Proposals, Formation of Contract and Commencement of Services

1. Proposals by the Contractor are valid for 30 calendar days from the date of issue, unless otherwise stated.
2. A contract is formed by:
   • acceptance of a proposal in text form,
   • order confirmation by the Contractor,
   • or commencement of service delivery by the Contractor following engagement.
3. The Contractor is entitled to engage subcontractors or external specialists for the performance of services. The Contractor remains the Client's contractual partner.
4. Commencement of services requires that all cooperation actions essential for the start have been performed by the Client, in particular the provision of agreed information, access credentials, contact persons and approvals.

4. Client's Cooperation Obligations

1. The Client shall support the Contractor to a reasonable extent in the performance of the contract.
2. The Client shall provide in a timely manner:
   • functional requirements and content specifications,
   • necessary data, documents, content and brand materials,
   • technical access, test access, systems and interface information,
   • designated contact persons with sufficient professional and organisational decision-making authority,
   • required approvals, reviews and feedback.
3. The Client warrants that it holds the rights necessary for the contractual use of all content, data, media, brands, access credentials or other materials provided, and that their use does not infringe the rights of third parties. The Client shall indemnify the Contractor against all third-party claims arising from a breach of this warranty, including reasonable costs of legal defence.
4. Where services are performed on the Client's systems, infrastructure or accounts, the Client is responsible for appropriate and risk-proportionate data backups, security measures and recovery arrangements, unless expressly agreed otherwise.
5. Failure or delay in required cooperation actions shall extend agreed timelines accordingly. Additional effort caused thereby may be invoiced separately.

5. Timelines, Impediments to Performance and Third-Party Dependencies

1. Deadlines and timelines are only binding if they are expressly designated as binding in the proposal or in a separate agreement.
2. Project phases and work packages may, where practically appropriate, be carried out in parallel or with overlap.
3. Delays due to missing or late cooperation by the Client, force majeure, industrial action, regulatory measures, failures of communication networks, security incidents or other circumstances beyond the Contractor's control shall extend agreed timelines accordingly.
4. Review, approval, certification or provisioning periods of platform operators, app stores, hosting providers, payment service providers, authentication providers or other third parties are beyond the Contractor's control and do not form part of a binding delivery or release guarantee, unless expressly agreed otherwise.

6. Remuneration and Payment Terms

1. Remuneration, billing model, payment schedule, any travel costs and incidental expenses are set out in the respective proposal or order.
2. All prices are net prices plus applicable statutory value added tax, unless expressly stated otherwise.
3. Invoices are due within 14 calendar days of the invoice date, without deduction, unless a different due date is specified in the proposal or invoice.
4. In the event of late payment, the statutory provisions on default shall apply. The Contractor is entitled, after prior reminder and a reasonable grace period, to withhold ongoing services proportionately until outstanding invoices are settled, to the extent this does not conflict with mandatory statutory provisions.
5. Set-off by the Client is permissible against undisputed, legally established or claims ready for decision, as well as against counterclaims arising from the same contractual relationship. Retention rights may be exercised to the extent they are based on claims arising from the same contractual relationship.
6. The transfer of usage rights, delivery of source code and handover of documents subject to delivery obligations are subject to the condition precedent of full payment of the agreed remuneration, to the extent this does not conflict with mandatory law.

7. Changes to Scope and Change Requests

1. Changes to the agreed scope of services require agreement in text form.
2. The Contractor shall review change requests with regard to technical feasibility, commercial viability and impact on remuneration, resources and timeline.
3. Until express agreement on the change has been reached, the originally agreed scope of services shall remain authoritative. The Contractor is not obliged to implement a change request prior to agreement.
4. Additional effort resulting from changes shall be remunerated separately. Timeline adjustments resulting from changes shall be deemed appropriately agreed if they arise from the scope or complexity of the change.

8. Acceptance of Works Contract Deliverables

1. Where works contract deliverables are owed, the Contractor shall notify the Client of readiness for acceptance upon completion.
2. The Client shall review the works contract deliverable within 14 calendar days of the notification of readiness for acceptance and shall either accept it or notify material defects in text form with a description that is as precise as practicable.
3. Acceptance may not be refused on account of immaterial defects.
4. If, within the review period, neither acceptance nor a refusal of acceptance citing at least one material defect is issued, the deliverable shall be deemed accepted pursuant to Section 640(2) of the German Civil Code (BGB).
5. Partial acceptances are permissible where self-contained deliverables, phases or modules have been agreed.
6. To the extent the Client is a merchant within the meaning of the German Commercial Code (HGB), any obligations to inspect and give notice of defects shall remain unaffected.

9. Usage Rights, Source Code and Pre-Existing Materials

1. The scope of usage rights granted and any source code delivery are determined by the respective proposal or individual agreement.
2. Unless expressly agreed otherwise, upon full payment of the agreed remuneration the Client shall receive a simple, non-exclusive, non-sublicensable and temporally unlimited right to use the work results created for the Client for its own business purposes.
3. Where the proposal expressly provides for exclusive usage rights, transferability, modification rights, sublicensing rights or source code delivery, such individual contractual provisions shall take precedence.
4. Pre-existing materials of the Contractor, in particular frameworks, libraries, templates, generic components, development tools, scripts, methods, processes, know-how and other components not specifically created for the project, shall remain the property of the Contractor. The Client shall receive only the rights necessary for contractual use within the agreed scope.
5. The Contractor shall remain entitled to use general know-how, methods, concepts and experience gained during the performance of the contract outside the project, provided this does not violate confidential information or rights exclusively belonging to the Client.
6. Where production domains, cloud resources, vendor accounts, app store access, analytics or communication accounts are set up in connection with the project, these shall, where technically and organisationally practicable, be created in the name or for the benefit of the Client, unless a different operating model is expressly agreed.

10. Third-Party Software, Open Source and External Services

1. The Contractor is entitled to use open-source components, standard software, cloud services, platforms and other third-party services where this is appropriate for the performance of the contract.
2. Third-party and open-source components are subject to the respective licence, usage and operating terms of the relevant rights holder or provider.
3. To the extent rights in third-party components are non-transferable, the Client shall receive only the rights necessary for contractual use within the scope of the respective third-party terms.
4. Unless expressly agreed otherwise, the Contractor does not warrant the continued availability or unchanged continuation of services, interfaces, APIs, platforms or pricing models of third parties.
5. Ongoing licence, cloud, hosting, app store, provider, transaction or usage costs of third parties shall be borne by the Client, unless these have been expressly agreed as part of the Contractor's remuneration.
6. Changes to third-party terms, pricing structures, APIs, platform policies, certification requirements or regulatory requirements may give rise to additional adaptation effort, which shall be remunerated separately if not included in the originally agreed scope of services.

11. Hosting, Support, Maintenance and Operations

1. Hosting, support, maintenance or operations services are only owed if expressly agreed in the proposal, order or in a separate SLA or maintenance agreement.
2. Without express agreement, there is no obligation on the part of the Contractor, after acceptance and expiry of any agreed stabilisation phase, for ongoing monitoring, defect resolution, further development, update deployment or operational support.
3. Where hosting, support or maintenance has been agreed, the scope, service hours, response times, any availability commitments, included contingents, exclusions and terms are governed by the proposal and any agreed SLA.
4. Support and operations services are generally provided remotely. On-site services or services outside the agreed service hours require a separate agreement.

12. Confidentiality and Data Protection

1. Both parties undertake to keep confidential the other party's confidential information and to use it exclusively for the performance of the contract.
2. Information shall not be considered confidential if it:
   • was already publicly known at the time of disclosure,
   • becomes publicly known without breach of this contract,
   • was already lawfully known to the receiving party,
   • was lawfully obtained from a third party without any obligation of confidentiality,
   • or must be disclosed due to a statutory obligation or order of a court or public authority.
3. The confidentiality obligation shall apply for the duration of the contract and for five years following its termination. For trade and business secrets, it shall continue to apply beyond this period for as long as the information requires protection.
4. The Contractor is entitled to use the collaboration and the project in anonymised or general form as a reference in its portfolio, on its website and in presentations, unless the Client expressly objects in text form.
5. To the extent personal data is processed in the course of the performance of the contract, the parties shall comply with the applicable data protection regulations. Where necessary, the parties shall enter into a separate data processing agreement.

13. Warranty and Defect Rights

1. For works contract deliverables, unless individually agreed otherwise, the warranty period is 12 months from acceptance.
2. As supplementary performance, the Client may, at its choice, demand rectification or re-creation. The Contractor may refuse the type of supplementary performance chosen by the Client if it is only possible at disproportionate cost (Section 635(3) BGB).
3. Defects shall be reported by the Client without undue delay after discovery in text form, with a description of the defect, its effects and the reproducible circumstances that is as precise as practicable.
4. The warranty does not cover disruptions or defects caused by:
   • interventions by the Client or third parties without the Contractor's consent,
   • use outside the agreed operating conditions,
   • changes to the operating environment or system landscape,
   • defective data, unsuitable hardware or software of the Client,
   • services or failures of third parties, to the extent these have not been expressly assumed as the Contractor's own service.
5. For ongoing support, maintenance or operations services, the respectively agreed service terms shall apply. A no-fault guarantee of uninterrupted operation is only owed to the extent expressly agreed.

14. Liability

1. The Contractor shall be liable without limitation:
   • in cases of intent and gross negligence,
   • for damages arising from injury to life, body or health,
   • under the German Product Liability Act (Produkthaftungsgesetz),
   • for expressly assumed guarantees,
   • and in cases of fraudulent concealment of a defect.
2. In cases of slightly negligent breach of material contractual obligations (cardinal obligations), liability is limited to the typically foreseeable damage.
3. The liability under paragraph 2 is capped:
   • for project-based one-off or works services, at the net order volume of the affected individual order,
   • for ongoing support, maintenance, hosting or operations services, at the net remuneration paid by the Client for the affected ongoing service in the 12 months preceding the damaging event.
4. Any further liability for lost profits, lost savings, indirect damages and consequential damages in cases of slight negligence is excluded to the extent permitted by law.
5. For data loss, the Contractor is liable in cases of slight negligence only up to the amount of the typical restoration costs that would have been incurred had the Client maintained proper and adequate data backups.
6. To the extent platforms, cloud providers, network operators, app stores or other third parties are involved in the service delivery, the Contractor is not liable in cases of slight negligence for outages, delays or restrictions that are beyond its sphere of influence and that have not been expressly assumed as its own service risk.

15. Term and Termination

1. Project-based contracts end upon full performance of the agreed services, acceptance where owed, and full settlement, unless the proposal provides otherwise.
2. The Client's statutory right of termination for works contracts pursuant to Section 648 BGB and the right of both parties to terminate for good cause shall remain unaffected.
3. For ongoing support, maintenance, hosting or operations relationships, the term agreed in the proposal or in an SLA shall apply. In the absence of a different arrangement, the initial term is 12 months. The contractual relationship shall be automatically renewed for further periods of 12 months each unless terminated with 3 months' notice to the end of the respective term, in text form.
4. After termination of the contract, the Contractor shall, at the Client's request and against separate remuneration, support the Client to a reasonable extent in the transition to a successor provider or to the Client's own infrastructure.
5. To the extent the Contractor holds Client data on its own systems in the course of the performance of the contract, the Client shall have the opportunity to request a complete data export within 30 calendar days after the end of the contract. After expiry of this period, the Contractor is entitled to irrevocably delete the Client data, provided no statutory retention obligations apply.

16. Final Provisions

1. Amendments and additions to the contract as well as terminations should, for evidentiary purposes, be made in text form. The precedence of individual agreements shall remain unaffected.
2. The laws of the Federal Republic of Germany shall apply, excluding the UN Convention on Contracts for the International Sale of Goods (CISG).
3. To the extent legally permissible and the Client is a merchant, a legal entity under public law or a special fund under public law, the place of jurisdiction is Rottweil.
4. Should any provision of these General Terms and Conditions be or become invalid in whole or in part, the validity of the remaining provisions shall remain unaffected. In place of the invalid provision, such valid provision shall be deemed agreed as most closely approximates the economic purpose of the invalid provision.