GTC - General Terms and Conditions of AtroCore GmbH
Version: 2026-03-13
1. Subject
1.1. The following General Terms and Conditions (GTC) govern all deliveries and services of AtroCore GmbH.
1.2. The detailed description of the services provided by AtroCore GmbH can be found in the tender documents, project contracts, their enclosures, and specifications.
2. Scope
2.1. AtroCore GmbH (hereinafter referred to as AC) provides its services to the ordering party (hereinafter referred to as the Customer) solely on the basis of these General Terms and Conditions, unless otherwise specified in the contract between the parties, and if the Customer is an entrepreneur within the meaning of § 14 of the German Civil Code (BGB) or a legal person under public law.
2.2. These General Terms and Conditions also apply to all future business relations between the contracting parties without a separate agreement being required.
2.3. General terms and conditions of the Customer or any third party apply only to the extent that AC has expressly agreed to them in writing.
2.4. The Customer explicitly acknowledges these terms and conditions upon order placement.
3. Conclusion of Contract
3.1. The contract is concluded by written or electronic offer confirmation by the Customer, written or electronic order confirmation by AC, or contract conclusion between the parties.
3.2. Offers of AC lose their validity after two (2) weeks from the date of issue.
3.3. The offer made by AC to the Customer may not be made available to third parties, either in whole or in part, without the prior written consent of AC.
3.4. All works and services handed over to the Customer prior to contract conclusion remain the property of AC and may not be made accessible to third parties without the prior written consent of AC.
3.5. Written or electronic instructions from the Customer or their authorized representative for the initial placement of an order shall be deemed a binding order. Instructions relating to changes to the scope or specifications of an existing order are subject to the written or electronic form requirement set out in Section 5.
4. Scope of Services
4.1. The scope of services provided by AC to the Customer is set out in the service description of the respective offer. This includes all additional requirements and specifications that supplement or specify the services mentioned in the offer.
4.2. All requirements and service specifications are provided to AC in written or electronic form, or are gathered, adjusted, and enriched in cooperation with the Customer, separated from one another, and recorded in the form required by AC (e.g., as a "user story"). All associated activities of AC within this process are part of the paid services and are billed at the standard hourly rate. This also applies to subsequent substantiations, changes, and extensions of the Customer requirements recorded up to that point.
4.3. Based on specifications collected as a result of a requirements analysis, AC may prepare a description of possible solutions for the realization of Customer requirements and agree these with the Customer. All related activities are also part of the paid services and will be charged at the standard hourly rate.
4.4. AC is authorized to use the assistance of qualified subcontractors for the execution of the contract and to transfer associated rights and obligations to them. If services are not provided by such third parties in a timely or correct manner, AC may provide the services with delays or withdraw from the contract. The Customer shall be informed without delay insofar as possible and reasonable. The selection and monitoring of subcontractors is the responsibility of AC.
4.5. Services not explicitly mentioned in the contract are not part of the contract content and are not owed by AC unless agreed in written or electronic form.
4.6. AC undertakes to supply sufficiently tested software. Insofar as installation is carried out by the Customer, the Customer must first carry out a data backup. AC is not liable for damage caused by incorrect installation or the absence of a data backup.
4.7. AC is not obligated to provide intermediate results, e.g., drafts, layouts, or source files.
4.8. AC reserves the right to make minor and/or technical deviations from the contract content, provided the Customer does not incur any material or technical disadvantages as a result. For the purposes of this clause, a deviation is minor if it does not affect the agreed functional scope of the deliverable.
4.9. If necessary, AC is entitled to require the mutual use of issue tracking and project management software by both contracting parties.
4.10. AC reserves the right to explicitly request expense approvals.
4.11. Cost estimates of AC are prepared to the best of AC's knowledge on the basis of the information available at the time of estimation, which is often incomplete, and are therefore non-binding.
4.12. AC provides contractual software in executable form (object code). The source code is not part of the contract and will only be delivered if agreed in written or electronic form. Distribution of source code of third-party software is not owed. Documentation of the source code is not owed unless agreed in writing.
4.13. AC fulfils the configuration of tax calculations only upon explicit request of the Customer. The correctness of tax calculations is not guaranteed by AC. The Customer is responsible for ensuring the correctness of tax calculations.
5. Change of Scope or Specifications
5.1. All changes or additions to the contract require written or electronic form to be legally effective. Verbal orders or changes are binding only if confirmed by AC in writing or electronically within one week, and the Customer does not object in writing or electronically within one week of receipt of such confirmation.
5.2. AC will examine the Customer's change request and its impact on the existing agreement. Such examination shall be remunerated at the standard hourly rate. AC shall communicate the results to the Customer, either by submitting a detailed proposal for implementation of the change request or by explaining why the change request cannot be implemented.
5.3. If the change is feasible, the contracting parties shall align on the content of the proposal. If agreement is reached, the contract shall be amended accordingly. If no agreement is reached, the original scope of delivery remains unchanged.
5.4. Agreed dates shall be postponed to the extent they are affected by any change, taking into account the duration of the examination, the alignment process, and any resulting change work, plus an appropriate start-up period. AC shall communicate the revised deadlines to the Customer.
5.5. The Customer shall bear any additional costs resulting from changes or additions, including costs for examining their impact on the existing agreement and costs for services already partially rendered that are no longer required. The standard hourly rate applies.
5.6. If, during the course of ongoing work, it becomes apparent that the actual expenditure will significantly exceed the estimated expenditure due to an insufficiently defined task description, AC shall promptly notify the Customer of the higher costs and the resulting increase in the contract value. The Customer may also decide not to proceed with the further work, in which case compensation shall be based on expenses incurred up to that point.
6. Terms of Payment
6.1. All payments must be made to AC without any deduction within seven (7) days from the date of invoice. The date of receipt of payment at AC is decisive. Offsetting against counterclaims is only permitted for claims that are undisputed, legally established (rechtskräftig festgestellt), or ready for decision (entscheidungsreif).
6.2. If advance payments, security payments, or other payments due are not provided within a reasonable period of two (2) weeks following a formal written reminder (Mahnung), AC may terminate the contract with extraordinary notice (außerordentliche Kündigung). All outstanding claims of AC shall become immediately due and payable in full. Further rights remain reserved.
6.3. AC reserves the right to charge an advance payment of 30% of the agreed or estimated contract amount immediately upon order placement. Contracts with an order value of less than EUR 1,000.00 shall only be concluded with an advance payment of at least 50%.
6.4. If the Customer fails to pay the invoice amount by the due date, AC is entitled to charge default interest at a rate of 8 percentage points above the applicable base interest rate (§ 288 BGB).
6.5. AC is entitled to assign outstanding claims to third parties without the consent of the Customer. If there are indications of a deterioration in the Customer's financial circumstances, AC is entitled to demand advance payment, bank guarantees, or a security deposit.
6.6. The Customer must raise any objections to invoices of AC within four (4) weeks of receipt of the invoice. After expiry of this period, objections may only be raised if the Customer was prevented from observing the deadline without fault.
6.7. Invoices shall be sent by email as standard, unless otherwise agreed in the contract. If the Customer requires invoices to be sent by post, an additional fee of EUR 5.00 per invoice will be charged.
6.8. In the case of a proven defect, the Customer may withhold a proportionate portion of the payment corresponding to the significance of the defect.
7. Compensation
7.1. Compensation for services provided shall be payable in Euro. Stated prices are exclusive of statutory value added tax and are set out in the contract.
7.2. If compensation has been agreed on a time-and-material basis, it shall be billed on the basis of actual time incurred, adjusted for the qualification and skills of the assigned employees as determined by AC's internal evaluation methodology. Unless otherwise agreed in writing, AC's standard hourly rate applies.
7.2.1. If it becomes foreseeable that actual costs will exceed the estimate by more than twenty (20) percent, AC will immediately notify the Customer.
7.2.2. Travel time is calculated as working time at the standard hourly rate. On weekends and public holidays, travel time is charged at the double hourly rate pursuant to § 7.5.
7.2.3. At the Customer's request, the compensation for AC's services may be subject to a maximum cap. In this case, the Customer acknowledges that services may not be provided in full, or not to the desired degree or level of detail.
7.2.4. AC adjusts its prices annually in line with the development of the German Consumer Price Index (Verbraucherpreisindex) as published by the Federal Statistical Office (Statistisches Bundesamt). AC shall notify the Customer of any such adjustment at least eight (8) weeks in advance. If the Customer does not accept the adjusted prices, either party may terminate the agreement with effect from the date the price adjustment takes effect.
7.3. If a fixed price has been agreed, AC is entitled to advance payments and reasonable milestone payments - 30% at contract commencement, 20% at first partial delivery, 20% at second partial delivery, and the remaining 30% upon final delivery - unless otherwise agreed.
7.3.1. AC shall be entitled to a reasonable increase in the initially agreed compensation if incomplete or incorrect information provided by the Customer, or improper cooperation on the Customer's part, results in a workload considerably higher than the estimates on which AC's pricing was based.
7.4. Unless otherwise agreed, all expenses, fees, and travel costs incurred by AC in the course of the contract shall be borne by the Customer and invoiced at cost.
7.5. If, at the Customer's request, services are provided outside AC's business hours (Monday to Friday, 08:00-17:00 CET, excluding public holidays), services will be charged at double the standard hourly rate.
7.6. If the Customer causes a delay to the performance of services - in particular by failing to fulfil cooperation duties, provide required information, or grant necessary access in a timely manner - AC is entitled to invoice the resulting idle time and rescheduling effort at the standard hourly rate.
8. Customer's Cooperation Duties
8.1. The Customer is obliged to support AC as far as possible in fulfilling its contractual obligations, in good time and free of charge to AC, in particular by: obtaining necessary approvals and information, providing required access credentials, means of communication, hardware and software, secure remote access, and access to necessary infrastructure and premises.
8.2. The Customer supports AC in matters relating to project progress, requirements definition and specification, and the provision of required information, images, texts, and documents. The Customer is responsible for verifying the completeness of the task definition in writing after all details have been discussed and before execution begins. The Customer supports AC in the execution of reviews and quality assurance.
8.3. Content to be provided by the Customer must be made available in a standard, directly usable digital format. If conversion, optimization, or further processing of content in another format is required, the Customer shall bear the associated costs at AC's standard hourly rate.
8.4. For proper defect identification and resolution, it is assumed that the Customer has not intervened in or modified the application, infrastructure, or its configurations. Defects must be adequately described by the Customer, including error messages and, where possible, screenshots. All recognizable defects and damages must be reported without delay.
8.5. Customer cooperation duties constitute primary service obligations and must be performed by the Customer at the Customer's own expense. If the Customer fails to provide the required cooperation in full, on time, or in the agreed manner, all resulting consequences - including delays and additional costs - shall be borne by the Customer.
8.6. The Customer is responsible for the secure storage of all confidential information, user credentials, passwords, and access codes.
8.7. The Customer is not entitled to disclose user credentials, passwords, or access codes provided by AC to third parties.
8.8. Facilities, documents, systems, infrastructures, and other materials made available to the Customer during the project remain the property of AC.
8.9. AC has the right to destroy documents received from the Customer after completion of the service. Upon the Customer's request, AC will return the documents instead.
9. Project Management and Quality Assurance
9.1. Each contracting party shall nominate exactly one project manager responsible for the performance of contractual obligations on their respective side, within one week of order placement.
9.2. Changes to designated persons must be communicated to the other party without delay. Additional costs resulting from a change of project manager on the Customer's side - including time spent re-aligning on requirements or revised implementation approaches - shall be borne by the Customer.
9.3. Project managers shall be kept informed at regular intervals of progress, problems, and obstacles in the performance of the contract, in order to be able to intervene if necessary.
9.4. The Customer's project manager may involve additional qualified employees for the purpose of information gathering but bears sole responsibility for decisions on the Customer's side. If the Customer fails to provide a project manager, AC may assign a separate employee to perform the corresponding tasks. The Customer shall bear the associated additional costs.
9.5. Project managers from both sides are jointly responsible for quality assurance of services and deliverables. The Customer's project manager may involve additional qualified employees for quality assurance purposes.
9.6. Quality assurance by AC is performed by qualified testers identified at the start of the project. Where necessary, they may participate in meetings with the Customer.
9.7. All activities in project management and quality assurance are part of the contracted scope and are billed at the standard hourly rate.
10. Acceptance
10.1. AC is entitled to partial deliveries and may submit these for partial acceptance. This includes: complete project phases (e.g., conception, design, development, quality assurance, go-live), complete functional modules, and complete documents or document sections.
10.2. The Customer shall carry out acceptance or partial acceptance of services provided by AC without undue delay. AC is entitled to participate in the Customer's acceptance process. Acceptance must be completed within two (2) weeks of notification of readiness for deliveries with an agreed net contract value (excluding VAT) exceeding EUR 10,000.00, and within one (1) week for all other deliveries. The Customer is not entitled to refuse acceptance on account of minor defects.
10.3. At the request of AC, the Customer shall also be obliged to accept drafts and intermediate results that can reasonably be assessed independently.
10.4. If acceptance is refused, the Customer shall provide AC with a written or electronic list of all defects preventing acceptance. After the expiry of a reasonable cure period, AC shall provide a defect-free and acceptable version of the service.
10.5. If the Customer neither rejects nor responds to a notification of readiness for acceptance within two (2) weeks of receipt, the service shall be deemed accepted.
10.6. Acceptance shall also be deemed to have taken place as soon as the Customer has put the services and deliverables of AC into productive use.
10.7. Objections raised by the Customer at the time of acceptance shall be recorded in writing and signed by both parties.
10.8. If the Customer refuses acceptance without justification, the Customer shall be in default of acceptance. In the event of default of acceptance, AC shall have the right to demand either acceptance of all or part of the order, rescission of the contract, or compensation for non-performance.
10.9. Change requests raised after acceptance constitute a change to scope or specifications pursuant to Section 5.
11. Liability
11.1. AC shall be liable without limitation for damage caused intentionally or through gross negligence by AC, its legal representatives, or managerial staff, as well as for intentional damage caused by other vicarious agents.
11.2. AC shall be liable without limitation for damage resulting from intentional or negligent injury to life, body, or health caused by AC, its legal representatives, or vicarious agents.
11.3. AC shall be liable for damage caused by the absence of a warranted characteristic up to the amount covered by the purpose of the warranty and which was foreseeable to AC at the time the warranty was given.
11.4. AC shall be liable for damage resulting from the breach of cardinal obligations (wesentliche Vertragspflichten) by AC, its legal representatives, or vicarious agents. Cardinal obligations are those essential obligations that form the basis of the contract, were decisive for its conclusion, and on which the Customer may rely. In the case of slight negligence in the breach of cardinal obligations, AC's liability is limited to damages that were typically foreseeable at the time of the respective service. The same limitation applies to liability for gross negligence on the part of non-managerial vicarious agents.
11.5. In all cases not covered by §§ 11.1 to 11.4 above, AC's total aggregate liability under or in connection with any individual contract shall not exceed the total net fees paid by the Customer under that contract in the twelve (12) months immediately preceding the event giving rise to the claim.
11.6. Data backup is the Customer's responsibility unless expressly agreed otherwise as part of AC's services. Insofar as AC creates a backup of data for its own operational security, this does not create any guarantee or legal entitlement on the part of the Customer. Such backups will be deleted immediately upon completion of the relevant work.
11.7. In the event of data loss caused by AC, AC is solely liable for the costs of recovering data that would have been incurred had the Customer maintained proper and regular backups. AC shall not be liable for data loss attributable to the Customer's failure to perform regular backups enabling recovery at reasonable cost.
11.8. Liability for the registration or protection of deliverables with respect to patent, design, copyright, or trademark rights is excluded.
11.9. Liability for loss of profit is excluded.
11.10. Liability under the German Product Liability Act (Produkthaftungsgesetz) remains unaffected.
11.11. AC is not liable for errors or malfunctions in open-source systems or third-party software, even where these impair AC's services, nor for requirements that the Customer expects but that AC has not explicitly confirmed.
11.12. Guarantees for specific characteristics of the contractual service are only binding on AC if declared in writing.
11.13. The limitation or exclusion of liability set out in these GTC also applies to the personal liability of AC's executive bodies, employees, other representatives, and vicarious agents.
11.14. Unless otherwise provided by mandatory law, all claims for damages shall become time-barred twelve (12) months from the commencement of the statutory limitation period.
12. Rights of Use
12.1. Upon payment of each milestone instalment as set out in § 7.3, AC grants the Customer a non-exclusive, non-transferable, non-sublicensable right of use to the deliverables covered by that instalment, proportionate to the work delivered. Full, unconditional, temporally and spatially unlimited rights of use to all resulting copyrighted works are granted upon full payment of the total agreed compensation, unless otherwise agreed in written or electronic form. The works created by AC may only be used to the agreed extent and for the agreed purpose. Any other or extended use requires the explicit prior written consent of AC and may involve additional costs.
12.2. The resulting copyrighted works may be processed by the Customer without the consent of AC.
12.3. As copyright is not transferable, copyright in the works created by AC remains with AC. AC is entitled to include authorship information at suitable places on works created by AC, which may not be removed without the consent of AC.
12.4. Unless separately agreed in writing, AC is not obliged to deliver intermediate results, drafts, layouts, source files, or similar materials leading to the contractual project work.
12.5. Where AC's services incorporate open-source components, rights are transferred only to the extent permitted by and in accordance with the applicable open-source license. AC expressly notes that open-source components may only be used, modified, and sub-licensed within the scope of the respective license.
12.6. Proposals made by the Customer and the Customer's other contributions to the project have no influence on the amount of compensation and do not give rise to any joint copyright.
13. Dates and Deadlines
13.1. AC shall not be responsible for any delays in services caused by circumstances within the Customer's area of responsibility, violations of cooperation obligations, or force majeure. Force majeure includes events beyond a party's reasonable control that could not have been foreseen or prevented, including but not limited to natural disasters, war, civil unrest, governmental action, cyberattacks on third-party infrastructure, pandemic, or general internet or power infrastructure failures. Such circumstances entitle AC to postpone the provision of the affected services by the duration of the impediment plus a reasonable start-up period.
13.2. If AC culpably fails to comply with a binding delivery or service deadline by more than two (2) weeks, the Customer may claim a flat-rate delay penalty of 0.8% of the value of the delayed delivery or service per completed week of delay, but no more than 8% of that value in aggregate, unless the Customer demonstrates a lesser damage. This penalty shall constitute full and final satisfaction of all claims arising from the delay. Further liability in the event of delay is excluded.
13.3. If the Customer causes a delay to AC's performance - in particular by failing to provide required approvals, information, content, or access in a timely manner - any agreed deadlines shall be extended by the duration of the Customer-caused delay plus a reasonable start-up period. AC may invoice resulting idle time pursuant to § 7.6.
13.4. All performance dates and deadlines are indicative only and are binding only if expressly designated as binding by both contracting parties.
14. Defect Claims
14.1. Defects must be documented by means of a comprehensible description of the error symptoms, including, where possible, written or electronic records, screen recordings, screenshots, or other illustrative documents in a format prescribed by AC. The defect notice must enable AC to reproduce the defect.
14.2. If the service provided is defective, AC is entitled to remedy the defect within a reasonable period, at AC's discretion by repair or replacement delivery.
14.3. AC is entitled to at least two (2) cure attempts.
14.4. If supplementary performance fails, the Customer may, at their discretion, reduce the price of the affected service or withdraw from the contract with respect to the defective service or part thereof. This also applies if AC refuses supplementary performance or supplementary performance is unreasonable for the Customer. Other non-defective services are not affected by any such withdrawal, provided they can be used independently by the Customer.
14.5. Further claims on the part of the Customer on account of defects are excluded, unless the defect arises from intent, gross negligence, or the breach of a cardinal obligation by AC, or involves injury to life, body, or health.
14.6. Defect claims with respect to software that has been modified by the Customer or by a third party on the Customer's instruction are excluded, unless the modification had no influence on the origin of the defect.
14.7. If, following a defect notification, AC determines that no defect exists, all resulting costs shall be borne in full by the Customer at the standard hourly rate.
14.8. Defects resulting from slight or gross negligence of AC shall be remedied entirely at AC's expense. Defects or errors arising from specification gaps or incomplete information provided by the Customer shall be remedied entirely at the Customer's expense. Defects resulting from conflicts between third-party software components and existing software, where such components were specified or mandated by the Customer, shall be remedied at the Customer's expense. All other defects not attributable to either party's exclusive fault shall be remedied at a fifty percent (50%) reduced hourly rate.
14.9. The limitation period for defect claims is twelve (12) months from acceptance.
15. Rights of Third Parties
15.1. The Customer is responsible for the content of their websites, online shops, web applications, and other software, as well as for all content provided by the Customer. The Customer shall indemnify AC against all costs and damages arising from claims asserted by third parties in this context. In the event of a legal dispute, the Customer shall bear all associated costs. AC is not obligated to review content for potential legal violations.
15.2. The software delivered by AC shall be free from third-party rights that conflict with its contractual use. If such conflicts persist, AC is entitled to remedy the infringement by legal means, or to modify or replace the services in such a way that third-party rights are no longer infringed, provided the functionality of the services is not materially impaired.
16. Referencing
16.1. Subject to compliance with applicable data protection and confidentiality requirements, AC is entitled to reference the project on which the contract is based, naming the Customer, as a reference project. AC further has the right to use the Customer's brand name, logos, and slogans in connection with the reference project at all types of events and in all types of publications and media. The Customer may object to this referencing in writing if it can demonstrate a legitimate and documented confidentiality interest. In such case, AC will refrain from public reference use but retains the right to name the Customer in confidential business development contexts.
17. Data Protection
17.1. The contracting parties shall process personal data in compliance with applicable data protection law, in particular the EU General Data Protection Regulation (GDPR) and the German Federal Data Protection Act (BDSG).
17.2. Insofar as AC processes personal data on behalf of the Customer as a data processor within the meaning of Art. 4(8) GDPR, the parties shall conclude a separate Data Processing Agreement (Auftragsverarbeitungsvertrag, AVV) pursuant to Art. 28 GDPR prior to the commencement of any such processing. The Data Processing Agreement shall form an integral part of the contractual relationship.
17.3. The Customer, as data controller, is responsible for ensuring that any personal data provided to AC for processing has a valid legal basis under applicable data protection law.
17.4. AC shall implement appropriate technical and organizational measures pursuant to Art. 32 GDPR to ensure a level of security appropriate to the risk involved in the processing.
17.5. In the event of a personal data breach within AC's area of responsibility, AC shall notify the Customer without undue delay and, where feasible, no later than seventy-two (72) hours of becoming aware of the breach, to enable the Customer to comply with the notification obligations under Art. 33 and Art. 34 GDPR.
17.6. The Customer shall have the right to audit AC's compliance with its data protection obligations under this contract and the Data Processing Agreement no more than once per calendar year, upon reasonable written notice of at least four (4) weeks, during AC's normal business hours. Such audits shall be conducted at the Customer's expense and in a manner that does not unreasonably disrupt AC's operations. AC may satisfy the audit right by providing the Customer with an up-to-date certification or audit report from a recognized independent third party (e.g., ISO 27001 certificate).
18. Confidentiality
18.1. The contracting parties undertake to treat all knowledge of the business and trade secrets of the other party that becomes known to them in the context of this agreement as strictly confidential and not to make it accessible to unauthorized third parties.
18.2. This obligation shall continue for a period of five (5) years after termination of the contract. The obligation to protect personal data is unlimited in time.
18.3. Disclosure to third parties subject to a statutory obligation of secrecy does not require consent. Disclosure to employees or vicarious agents who require the information for the performance of contractual services also does not require consent, provided such parties are bound by appropriate confidentiality obligations.
18.4. The prohibition on disclosure does not apply insofar as a party is required by law or by judicial or governmental order to disclose the information. The other party shall be informed in advance of any such disclosure wherever legally permissible.
18.5. AC operates an electronic customer portal to which access may be made available to the Customer. The Customer is responsible for maintaining the confidentiality of access credentials and must notify AC immediately if credentials are lost or compromised.
19. Transfer of Rights and Obligations
19.1. The Customer may transfer rights and obligations arising from this contract to third parties only with the prior written consent of AC. Such consent may only be withheld for good cause.
20. Non-Solicitation
20.1. Both contracting parties undertake, for the duration of the cooperation and for a period of one (1) year after its termination, not to solicit, hire, or employ employees, subcontractors, or other vicarious agents of the other contracting party without prior written consent. For the avoidance of doubt, this obligation applies in particular to the Customer with regard to AC's employees and subcontractors involved in the performance of the contract.
21. Withdrawal
21.1. If the Customer withdraws from a placed order without authorization, all costs connected with the fulfilment of the order that have actually been incurred shall be payable in full, irrespective of the degree of completion of the required services. AC shall, however, allow a deduction for expenses saved as a result of the withdrawal and for any work or earnings AC obtains or deliberately fails to obtain from alternative engagements during the remaining contract period, in accordance with § 648 BGB. Unless the Customer demonstrates otherwise, the saved expenses are presumed to amount to 10% of the compensation attributable to the services not yet rendered at the time of withdrawal.
22. Additional Conditions for Individual Software Development
22.1. Individual software is software developed specifically for use by a particular customer or company. These additional conditions apply to all deliveries and services in connection with the creation and transfer of individual software by AC.
22.2. The scope of performance is described in detail in the contract. The place of performance is the registered seat of AC unless otherwise agreed. The Customer shall confirm delivery of the service in writing. The software is provided electronically.
22.3. Application documentation (user manual) is only created and provided if agreed in writing in the contract. Online help is provided only if agreed in writing in the contract.
22.4. Source code will only be provided to the Customer if agreed in written or electronic form.
22.5. Implementation is carried out by the Customer under its own responsibility unless otherwise stipulated in the contract. AC is available to assist with or carry out implementation. All services rendered in this context are billed on a time-and-material basis unless otherwise agreed. Acceptance of the implementation must be confirmed in writing by the Customer. Complaints relating to implementation must be recorded in writing.
23. Additional Conditions for Standard Software
23.1. Standard software refers to software products covering a clearly defined area of application that can be obtained as ready-made products, developed for the needs of a broad market and not specifically for the individual Customer. AC's offering is directed exclusively at commercial customers (Unternehmer i.S.d. § 14 BGB).
23.2. AC develops and distributes both free and proprietary standard software, including the AtroCore platform and AtroPIM. Licenses for proprietary software are governed by the applicable End User License Agreement (EULA), which takes precedence over these GTC in the event of any conflict. Functional and performance specifications can be found in the corresponding software documentation.
23.3. AC's liability for the use of free software published by AC is limited to intent and gross negligence.
23.4. Proprietary software - including software extensions, modules, and plugins - is made available to the Customer for a fee and is protected by copyright.
23.5. Proprietary software may incorporate third-party open-source software. For such components, the Customer receives only the rights of use resulting from the applicable open-source license terms.
24. Additional Conditions for SaaS Services
24.1. These additional conditions apply where AC provides software as a service (SaaS), including hosted access to the AtroCore platform and AtroPIM, via the internet.
24.2. The scope of SaaS services, including any applicable service levels, availability commitments, and response times, shall be set out in a separate Service Level Agreement (SLA) or the applicable order form. In the absence of a separate SLA, AC shall apply commercially reasonable efforts to ensure service availability.
24.3. AC reserves the right to perform maintenance work that may temporarily affect service availability. AC shall, where reasonably practicable, notify the Customer of planned maintenance in advance.
24.4. Upon termination of a SaaS subscription, AC shall make available to the Customer all Customer data stored on AC's systems in a standard, machine-readable format for a period of thirty (30) days. After expiry of this period, AC is entitled to delete the Customer's data.
24.5. The Customer is responsible for maintaining the confidentiality and security of access credentials to the SaaS environment and shall notify AC immediately of any unauthorized access or suspected compromise.
24.6. SaaS subscriptions are concluded for the term agreed in the order form. Unless terminated by either party with a notice period of sixty (60) days prior to the end of the subscription term, the subscription shall automatically renew for a further period of equal length. AC shall remind the Customer of an upcoming automatic renewal no later than thirty (30) days before the cancellation deadline.
25. Additional Conditions for Support and Maintenance Services
25.1. AC maintains complex IT infrastructure, including support environments, development environments, ticket systems, version control systems, remote maintenance tools, and IT automation solutions, to ensure continuous and high-quality customer support.
25.2. A written Software Maintenance and Support Agreement (SMSA) must be concluded before AC provides any maintenance and support services. Without a written SMSA, AC is not obligated to provide any maintenance or support.
25.3. AC's business hours are Monday to Friday, 08:00-17:00 CET, excluding Saturdays, Sundays, German public holidays, Christmas Eve (24 December), and New Year's Eve (31 December).
25.4. Subject to the conclusion of a written SMSA, AC is obliged to respond to Customer support requests within the contractually agreed response time by email or telephone. The scope of services is specified in the concluded SMSA.
25.5. Regardless of whether maintenance and support services are provided with or without a support contract, the Customer is obliged to take appropriate measures - in particular regular and complete data backups - to prevent data loss. If data or files are lost or damaged as a result of actions by AC, AC shall support the Customer in restoring the system at no additional charge. Liability of AC for data loss is excluded unless caused by intentional or grossly negligent conduct by AC.
26. Final Clauses
26.1. All agreements between the contracting parties are contained in the offer, these General Terms and Conditions, and any attached annexes in written or electronic form. There are no further agreements. In particular, no verbal ancillary agreements have been concluded that have not been confirmed in writing or in electronic form.
26.2. Amendments and additions to the agreement must be made in writing to be effective. This also applies to the amendment or removal of the written form requirement itself.
26.3. German law applies, to the exclusion of the UN Convention on Contracts for the International Sale of Goods (CISG).
26.4. The exclusive place of jurisdiction for all disputes arising out of or in connection with the contract shall be the registered seat of AC, provided the Customer is a merchant (Kaufmann) or a legal person under public law.
26.5. The place of performance is the registered seat of AC.
26.6. Should any provision of these GTC be invalid in whole or in part, or lose its legal validity at a later date, the validity of the remaining provisions shall not be affected. The same applies in the event of a contractual gap.
26.7. In place of any invalid or unenforceable provision, a valid provision shall apply that comes as close as possible to the economic purpose and intent of the original provision, as well as to the overall purpose of the contract.
26.8. These GTC are drawn up in the English language. Where AC also makes available a German-language version, the German version shall prevail in the event of any discrepancy or ambiguity between the two versions.