Terms and Conditions

1. Scope

• These Terms apply exclusively to businesses within the meaning of § 14 BGB (German Civil Code), legal entities under public law, and special funds under public law. They do not apply to consumers (§ 13 BGB).
• Deviating, conflicting, or supplementary general terms and conditions of the client shall only become part of the contract if Bitrebels has expressly agreed to their validity in writing.
• These Terms also apply to all future business dealings with the client, without requiring renewed express inclusion.

2. Conclusion of Contract and Description of Services

• Offers made by Bitrebels are non-binding, unless expressly marked as binding.
• A contract is concluded upon written order confirmation by Bitrebels or upon commencement of the performance of services.
• The precise scope of services, in particular functional scope, schedule, and remuneration, results from the respective offer, specification sheet, or other written description of services. Subsequent changes to the scope of services ("change requests") require text form and are compensated separately, unless otherwise agreed.

3. Type of Services

• Project-based software development is provided as a contract for work ("Werkvertrag") within the meaning of §§ 631 et seq. BGB, provided that a defined result (e.g. functioning software, a defined milestone) is owed.
• Maintenance, support, and further development services without a defined result are, if separately agreed, provided as a service contract ("Dienstvertrag") within the meaning of §§ 611 et seq. BGB.
• Bitrebels is entitled to engage qualified subcontractors and freelancers to provide the services, provided that this does not materially impair the client's legitimate interests.

4. Client's Duty to Cooperate

• The client shall provide Bitrebels with all information, materials, access, and test environments required for the performance of the services in a timely and complete manner.
• The client shall designate a point of contact who responds to queries promptly and grants required approvals (e.g. feedback on interim results) without culpable delay.
• Delays resulting from a breach of these cooperation duties shall extend agreed deadlines accordingly and may lead to a reasonable adjustment of the remuneration.

5. Remuneration and Payment Terms

• Remuneration results from the respective offer and is generally due in installment payments upon reaching agreed milestones, unless otherwise agreed.
• Unless otherwise agreed, invoices are due for payment without deduction within 14 days of the invoice date.
• In the event of late payment, Bitrebels is entitled to charge default interest at the statutory rate (§ 288 BGB) as well as the statutory reminder fee (§ 288 (5) BGB).
• The client may only offset undisputed or legally established claims. A right of retention shall only apply to the extent that the counterclaim arises from the same contractual relationship.
• All prices are exclusive of applicable statutory value-added tax.

6. Acceptance

• If acceptance is owed, the client shall review the service provided by Bitrebels within 10 business days of delivery and either declare acceptance or notify material defects in writing.
• If the client uses the service productively or does not respond within the aforementioned period, the service is deemed accepted.
• Immaterial defects do not entitle the client to refuse acceptance.

7. Rights of Use

• Upon full payment of the agreed remuneration, Bitrebels grants the client a simple, temporally and geographically unrestricted right of use to the software individually developed for the client as part of the project, to the extent necessary for the contractually intended purpose.
• Until payment has been made in full, all rights of use remain with Bitrebels; any use by the client is revocable in this case.
• Components, libraries, frameworks, and tools already developed by Bitrebels prior to or independently of the project ("pre-existing components"), as well as generic developments usable across projects, remain the property of Bitrebels; the client is granted a simple right of use to these to the extent of the contractually intended use.
• Rights to open-source components are governed by the respective license terms of the components used.

8. Reference

• Bitrebels is entitled to name the client, its logo, and a general description of the services provided to the client for marketing purposes (e.g. on the website or in presentations) as a reference, unless the client objects in text form.
• Confidential information within the meaning of clause 9 is excluded from any reference.

9. Confidentiality

• Both parties undertake to treat all confidential information obtained from the other party in the course of the cooperation as strictly confidential and to use it only for the performance of the contract.
• This obligation shall continue to apply even after termination of the respective contract.

10. Warranty

• Bitrebels warrants that the agreed service is free of material and legal defects at the time of acceptance.
• In the event of defects, Bitrebels shall first have the right to remedy the defect by way of rectification or re-performance. If the remedy fails, the client may assert its statutory rights (reduction, withdrawal, damages).
• To the extent legally permissible, the limitation period for defect claims is 12 months from acceptance or delivery. Statutory periods apply to damages resulting from injury to life, body, or health, as well as in cases of intent or gross negligence.

11. Liability

• Bitrebels is liable without limitation for damages resulting from injury to life, body, or health, as well as for intent and gross negligence, and in accordance with the Product Liability Act.
• For slight negligence, Bitrebels is only liable for the breach of material contractual obligations ("cardinal obligations"), the fulfillment of which enables the proper performance of the contract in the first place and on whose compliance the client may regularly rely. In this case, liability is limited to the foreseeable damage typical for the type of contract at the time of conclusion, but capped at the amount of the net remuneration agreed for the affected project.
• Any further liability, in particular for indirect damages, lost profits, or data loss, is excluded to the extent legally permissible. The client is responsible for regularly backing up its own data.

12. Force Majeure

Events of force majeure (e.g. natural disasters, war, governmental measures, pandemics, widespread failures of communication networks or energy supply) release the affected party from its performance obligations for the duration and to the extent of the disruption.

13. Term and Termination of Maintenance and Support Agreements

• If the parties agree on a separate maintenance or support agreement with a fixed term, it shall automatically renew for the original term unless terminated by either party in text form with three months' notice prior to the end of the term.
• The right of both parties to extraordinary termination for good cause remains unaffected.

14. Data Protection

When providing the contractual services, the handling of personal data is governed by Bitrebels' privacy policy and, to the extent required, by a separate data processing agreement pursuant to Art. 28 GDPR.