Terms and Conditions

(B2B - as of May 2025)

NoteThese GTC apply exclusively to entrepreneurs within the meaning of § 14 BGB (German Civil Code). Individual contracts, in particular Software programming contracts of appleute GmbH shall take precedence over these GTC in the event of a conflict (§ 305 b BGB).

§ 1 Terms and scope of application

"Agency" – appleute GmbH, Königsberger Str. 11, 97762, Hammelburg, Germany
"Customer" - any natural or legal person who is not a consumer (Section 13 BGB) and concludes contracts with the agency.
"Order" - the respective contractual relationship (irrespective of the type of contract).
Subsidiarity - Insofar as an individual contract (e.g. software programming contract) contains deviating provisions, this shall take precedence. These GTC shall apply in addition.

§ 2 Performance model

Standard services result from the offer, service description or individual contract.
Agile approach (Scrum).
1. If the parties agree on Scrum or another agile model, roles, artifacts (product/sprint backlog, product increment) and processes are based on the respective contract or the Scrum Guide (Schwaber/Sutherland).
2. Released sprint or product backlogs are considered binding service descriptions in accordance with § 631 BGB.
3. Expenditure and deadlines are forecasts; changes are prioritized jointly.
Verbal collateral agreements do not exist. Changes must be made in writing. Additional services shall be remunerated at 150 €/hour.

§ 3 Obligations of the customer to cooperate

The customer shall provide all information, content, access and contacts required for the project in good time and check interim results without delay.
If the client is in default of acceptance or cooperation, the agency may demand compensation for additional expenses and resulting damages (§ 642 BGB).

§ 4 Remuneration, due date, prices

Payment modalities according to order value:
1. Projects up to € 20,000 net:
  1. 100 % of the order amount upon conclusion of the contract
  2. Payment before the start of the project
2. Projects over € 20,000 net:
  1. 50 % of the order amount upon conclusion of the contract as a down payment
  2. Remaining amount in monthly installments of at least € 10,000
  3. Monthly invoicing based on services actually provided (Time & Materials)
  4. Invoices are issued without detailed time sheets
  5. Last installment can be less than €10,000 if the remaining amount is lower
In the event of late payment, all obligations of the agency shall be suspended. Rights of use shall not be transferred until payment has been made in full.

§ 5 Subcontractors / processors

The agency may use qualified subcontractors.
Insofar as subcontractors process personal data, the agency concludes an order processing contract with them in accordance with Art. 28 GDPR and informs the client in advance. The current list of subcontractors used is available at https://www.appleute.de/subprocessors/
The agency shall be liable for the actions of its subcontractors as for its own conduct.
The customer shall be informed of changes to the subcontractor list by e-mail at least 14 days in advance. The customer may object to the change for good cause under data protection law; in this case, both parties shall have an extraordinary right of termination.
If subcontractors are based outside the EEA or transfer data there, the agency ensures that an adequate level of data protection is guaranteed (Art. 44 ff. GDPR), in particular by concluding standard contractual clauses (Art. 46 para. 2 lit. c GDPR).

§ 6 Acceptance / Release

Agile projects: Each Sprint Increment is deemed ready for acceptance. The customer shall inspect it within five (5) working days; if there are no complaints, the Increment shall be deemed approved (Section 640 II BGB).
Classic projects: Fictitious acceptance shall occur if the customer does not object to a work in text form within seven (7) calendar days of delivery or if he uses or pays for it.

§ 7 Warranty (material defects and defects of title)

The services correspond to the agreed quality; otherwise to the usual quality of comparable services.
Warranty claims are time-barred twelve (12) months from acceptance.
The customer must inspect deliveries/services immediately in accordance with § 377 HGB (German Commercial Code) and report defects in text form within one (1) week of discovery.
Subsequent performance shall be effected at the Agency's discretion by remedying the defect or delivering a replacement. The agency may refuse subsequent performance as long as the customer has not paid the remuneration due in full and there is no justified right of retention.
Expenses for the inspection of apparent defects shall be borne by the customer, unless the customer was unable to recognize the apparent defect despite exercising due care.
Maintenance and care are not included. Fault rectification after acceptance is only carried out against separate payment.

§ 8 Liability

The agency shall be liable without limitation for intent and gross negligence as well as for injury to life, limb or health.
At slight negligence The Agency shall only be liable in the event of a breach of material contractual obligations (cardinal obligations) and limited to the foreseeable, typical damage, maximum 1,000 per claim and €5,000 per order.
In the event of data loss, the Agency shall only be liable - except in the case of separately commissioned data backups - for the expenditure that would have been necessary to restore the data had it been properly backed up.
The above limitations shall apply mutatis mutandis to vicarious agents of the Agency and to claims under Section 284 BGB. Liability under the Product Liability Act remains unaffected.
The customer is responsible under data protection law and indemnifies the agency against data protection violations.

§ 9 Rights of use and exploitation

Software projects
1. Upon full payment, the agency shall grant the customer transferable and exclusive rights of use and exploitation, unlimited in terms of territory, time and content to the developed software, including the right to edit, sublicense, reproduce, distribute and make publicly available.
2. Source code is issued if agreed in the individual contract.
Third-party software / open source - Rights are determined by the respective license conditions. The agency provides a list of the integrated components.
Advertising material & marketing services - Unless otherwise stipulated in the individual contract, the customer shall receive simple rights of use for the agreed duration and region.
The agency may use work results for reference and demonstration purposes, provided the client does not object to this and there are no confidentiality interests to the contrary.

§ 10 Confidentiality

Both parties shall treat all business and trade secrets of the other party obtained within the scope of the order as confidential.
The obligation applies beyond the end of the contract. Subcontractors are obligated accordingly.

§ 11 Termination

The customer can terminate the contract after § 648 BGB cancel at any time.
In the event of termination without good cause, the customer shall pay
- the services rendered up to that point and
- a lump sum of 30 % of the remuneration attributable to the remainder; the customer reserves the right to prove lower costs.
The agency may terminate the contract with immediate effect in the event of late payment or failure to cooperate. Services rendered shall be remunerated.

§ 12 Dispute resolution

Before recourse to the state courts, the parties shall initiate arbitration proceedings in accordance with the rules of the German Society for Law and Informatics e. V. (DGRI) carry out.

§ 13 Place of jurisdiction, choice of law

The exclusive place of jurisdiction is Munich, Germany. The agency may also sue the customer at the customer's general place of jurisdiction.
The law of the Federal Republic of Germany shall apply to the exclusion of the UN Convention on Contracts for the International Sale of Goods (CISG).

§ 14 Severability clause

Should a provision be or become invalid in whole or in part, the validity of the remaining provisions shall remain unaffected. The parties undertake to agree on an effective provision that comes closest to the economic purpose of the invalid provision. § Section 139 BGB shall not apply.