Legal / B2B Terms
AGB
Not legally mandatory for the website itself, but strongly recommended for a B2B IT services
company — this governs client engagements. Have a lawyer review before use in
real contracts.
§ 1 Scope of Application
These General Terms and Conditions (“Terms”) apply to all contracts for software development, cloud and IT infrastructure, digitization and system integration, and technical consulting services (“Services”) between SAMTrek UG (haftungsbeschränkt), Lerchenstr. 7, 85630 Grasbrunn, Germany (“SAM-Trek”, “we”) and its clients (“Client”). These Terms apply exclusively; any conflicting or supplementary terms of the Client apply only if expressly confirmed by us in writing.
§ 2 Contract Formation and Project Scoping
Our proposals are non-binding unless expressly marked as binding. A contract is formed when the Client accepts our written offer, or when we confirm the Client’s order in writing. Prior to contract formation, we typically conduct a discovery and scoping phase to define requirements, deliverables, timeline, and pricing; the results of this phase (e.g. a statement of work) become part of the contract once both parties agree to it.
§ 3 Services and Deliverables
The scope of Services is defined in the applicable statement of work, proposal, or order confirmation. We are entitled to use subcontractors and third-party service providers to perform the Services, provided the quality and confidentiality obligations under this contract are maintained. Minor deviations from the agreed specification that do not materially affect functionality or usability do not constitute a defect.
§ 4 Client Cooperation Obligations
The Client shall provide, in a timely manner, all information, access, materials, and decisions reasonably required for us to perform the Services (“Cooperation Duties”). Delays caused by the Client’s failure to fulfil Cooperation Duties extend agreed deadlines accordingly and may result in additional costs, which will be communicated in advance where reasonably possible.
§ 5 Payment Terms and Invoicing
Unless otherwise agreed in the statement of work, invoices are payable within 14 days of the invoice date, without deduction. For larger projects, we may invoice in milestones or on a recurring (e.g. monthly) basis for time-and-materials engagements. All prices are exclusive of statutory VAT, which will be added at the applicable rate where relevant. In the event of late payment, statutory default interest and reminder fees apply.
§ 6 Delivery Timelines and Changes
Delivery dates and milestones are estimates unless expressly agreed as binding deadlines in writing. Requests by the Client to change scope after contract formation (“Change Requests”) will be evaluated by us and may result in adjustments to price and timeline, to be agreed in writing before implementation.
§ 7 Warranty
We warrant that the Services will be performed with reasonable skill and care and in accordance with the agreed specification. For defects that are timely reported in writing, we will, at our discretion, remedy the defect within a reasonable period. Statutory warranty rights remain otherwise unaffected, subject to the limitations in § 8.
§ 8 Liability
We are liable without limitation for damages caused by intent or gross negligence, for injury to life, body, or health, and under the German Product Liability Act. For damages caused by ordinary negligence arising from the breach of a material contractual obligation (“Kardinalpflicht”), our liability is limited to the foreseeable damage typical for this type of contract. Liability beyond this is excluded. Claims are subject to a limitation period of 12 months from the point at which the Client became aware, or should reasonably have become aware, of the relevant claim, unless mandatory statutory law provides otherwise.
§ 9 Confidentiality
Each party undertakes to keep confidential all business and technical information of the other party marked as confidential or which is evidently confidential by its nature, and to use such information only for the purposes of the contract. This obligation survives termination of the contract for a period of 3 years, unless a separate non-disclosure agreement provides otherwise.
§ 10 Intellectual Property and Ownership of Deliverables
Unless otherwise agreed in writing, upon full payment of the agreed fees, the Client receives the rights of use to the software and deliverables created specifically for the Client under the contract, to the extent necessary for the Client’s intended use. We retain ownership of pre-existing tools, frameworks, libraries, and general know-how used in the course of delivery, and grant the Client a non-exclusive right to use such components as embedded in the delivered work. Third-party and open-source components remain subject to their respective licenses.
§ 11 Term and Termination
Contracts for a defined project scope end upon acceptance of the final deliverable. Ongoing service or support contracts may be terminated by either party with 30 days’ written notice to the end of a calendar month, unless a different notice period is agreed in the relevant statement of work. The right to terminate for good cause (“außerordentliche Kündigung”) remains unaffected.
§ 12 Force Majeure
Neither party is liable for delays or failures in performance resulting from circumstances beyond its reasonable control, including but not limited to natural disasters, war, strikes, or significant infrastructure or utility failures. The affected party shall notify the other party without delay and use reasonable efforts to mitigate the impact.
§ 13 Final Provisions
These Terms and all contracts governed by them are subject to the laws of the Federal Republic of Germany, excluding the UN Convention on Contracts for the International Sale of Goods (CISG). The place of jurisdiction, to the extent legally permissible, is the registered seat of SAMTrek UG (haftungsbeschränkt). Should any provision of these Terms be or become invalid, the validity of the remaining provisions shall remain unaffected.