Terms and Conditions for Albrecht Apps Services

1. Provider, scope and business-customer status

1.1 The provider and contracting party is Albrecht Apps GmbH, Falkenstraße 9, 49610 Quakenbrück, Germany (“Albrecht Apps”).

1.2 These General Terms and Conditions (“Terms”) apply to contracts for IT consulting, conception, software, website and app development, technical integration, maintenance, support, online services and other IT services supplied by Albrecht Apps.

1.3 These Terms apply exclusively to entrepreneurs within the meaning of Section 14 German Civil Code (BGB), legal entities under public law and special funds under public law. Albrecht Apps does not contract with consumers on the basis of these Terms.

1.4 Conflicting or supplementary customer terms apply only where Albrecht Apps has expressly accepted them in text form. Unreserved performance or acceptance of payment does not constitute acceptance.

2. Contract documents and order of precedence

2.1 The nature and scope of services follow from the individual proposal, order confirmation, service description, statement of work, agreed tickets or other expressly incorporated contract documents.

2.2 In the event of conflict, the following order applies: (1) express individual agreement, (2) order confirmation or proposal, (3) service description or statement of work, (4) any data processing agreement and service level agreement within their respective subject matter, and (5) these Terms.

2.3 Deviations from these Terms may be agreed in text form, including email, if both parties expressly confirm the specific deviation. Such agreement changes only the identified provision and does not generally incorporate the customer’s terms.

3. Website, proposals, estimates and contract formation

3.1 Website service descriptions, products, demonstrations, simulators, scores and prices are non-binding and normally constitute only an invitation to submit an enquiry or offer.

3.2 Individual proposals may be accepted within the stated period. If none is stated, the proposal remains binding for 14 calendar days after receipt. Albrecht Apps may subsequently amend or withdraw it.

3.3 Oral statements, effort estimates, budget ranges and schedule forecasts are non-binding unless confirmed in text form and expressly designated as binding.

3.4 A contract is formed through acceptance of the proposal, order confirmation in text form or commencement of performance at the customer’s request. Online-service contracts are formed in accordance with the relevant ordering process through order confirmation or activation.

3.5 Employees and subcontractors without proven authority may not agree contractual amendments, guarantees or extensions of liability on behalf of Albrecht Apps.

4. Service types and performance obligation

4.1 Consulting, analyses, workshops, project support, agile development billed by time and comparable work are services unless a specific result is expressly agreed. Albrecht Apps owes professional performance, not a specific commercial, regulatory or technical outcome.

4.2 For expressly agreed, separable work results, Albrecht Apps owes production in accordance with the agreed specification and acceptance criteria.

4.3 In agile development, priorities, scope and sequence are continuously coordinated within the agreed budget. An estimate is not a fixed-price or completeness commitment.

4.4 Advice, scores, simulators, checklists, architecture and risk assessments provide professional orientation only. They do not guarantee freedom from defects, market success, certification, approval, cybersecurity or fitness for an unagreed purpose.

5. Requirements and acceptance criteria

5.1 The customer must provide complete, consistent and testable requirements, priorities, operating conditions and acceptance criteria before the relevant work begins.

5.2 If concrete acceptance criteria are not supplied in time, Albrecht Apps may implement the requirement according to a professionally reasonable understanding, industry practice and the apparent contractual purpose. A later differing customer preference is not a defect where the implementation was objectively reasonable and consistent with known requirements.

5.3 Albrecht Apps may reject or suspend unclear, contradictory or technically impossible requirements pending clarification. Customer-caused additional effort and delay are borne by the customer.

5.4 If it becomes apparent only during development that an agreed requirement or acceptance criterion is objectively impossible, or can be implemented only with disproportionate effort outside the agreed scope, due to previously unforeseeable technical, architectural, hardware, firmware, platform or third-party-system limitations, Albrecht Apps will notify the customer without undue delay in text form. Where reasonable, Albrecht Apps will describe the identified limitation, its effects and a technically reasonable alternative.

5.5 Pending the customer’s decision, Albrecht Apps may suspend the affected part and continue unaffected services. The parties will agree in text form an appropriate adjustment to the requirement, acceptance criterion, architecture, remuneration and/or schedule. A proposed alternative becomes contractual only after the customer’s express approval.

5.6 If no agreement is reached within a reasonable period set by Albrecht Apps and the affected part is separable, either party may terminate that part in text form. The relevant acceptance criterion then ceases to apply solely to the terminated part. The customer pays for conforming and usable work completed up to termination and non-cancellable third-party costs; unperformed services are not charged. Mandatory statutory rights concerning initial or subsequent impossibility, and customer claims where the limitation is attributable to Albrecht Apps, remain unaffected.

6. Customer cooperation

6.1 The customer timely supplies all required information, decisions, contacts, access, test data, devices, hardware, firmware, interface documentation, certificates, accounts and other resources.

6.2 The customer ensures that supplied materials, data, software and systems may lawfully be used, are free of harmful code and do not infringe third-party rights.

6.3 The customer promptly reviews intermediate results, grants necessary approvals and reports apparent deviations in a comprehensible form without undue delay.

6.4 Cooperation obligations are material contractual obligations. Agreed schedules depend on timely cooperation and availability of necessary third-party systems.

7. App, hardware and system integration

7.1 Where applications interact with hardware, firmware, operating systems, radio connections, networks, cloud services, backends, APIs or other third-party systems, overall operation depends on all participating components and their configuration.

7.2 Albrecht Apps does not provide a strict guarantee of uninterrupted or error-free operation of the overall system. Outages, delays or malfunctions caused by hardware, firmware, Bluetooth/radio conditions, networks, power, operating systems, device manufacturers, cloud/backend services, APIs, app stores, user configurations or other components outside Albrecht Apps’ control are not defects in Albrecht Apps’ services.

7.3 The customer must appropriately test and continuously monitor the interaction of the application with its devices, systems and real operating conditions. The customer establishes necessary monitoring, logging, backup, security and emergency processes unless expressly included in Albrecht Apps’ scope.

7.4 Compatibility is owed only for expressly agreed device, hardware, firmware, operating-system, browser, API and system versions and test configurations.

8. Dates, delays, suspension and rescheduling

8.1 Dates are binding only where expressly designated as binding. Other project plans and forecasts are non-binding.

8.2 Customer-caused delay extends dates by at least the duration of the impediment plus reasonable restart and rescheduling time.

8.3 Albrecht Apps may suspend performance while necessary prerequisites are missing. Completed services, binding third-party costs and demonstrable additional delay costs may be invoiced.

8.4 If the impediment continues for more than 20 working days after a request to remedy it, Albrecht Apps may terminate the affected order in whole or part for cause or move it to the next available capacity period. No fixed restart date is owed unless expressly agreed again.

8.5 Upon termination, the customer pays for completed services, non-cancellable third-party costs and demonstrable losses from capacity bindingly reserved for the project. Saved expenses and replacement income actually earned or maliciously not earned are credited. Further statutory claims remain unaffected.

9. Changes and additional requests

9.1 Features outside the agreed scope and acceptance criteria are change requests, not defects.

9.2 Changes become binding only after both parties confirm scope, schedule and remuneration effects in text form. Until then, Albrecht Apps may continue under the existing scope or suspend the affected part.

9.3 Enhancements, optimisations or changes requested after the agreed service period, acceptance or completion are treated as a new paid order.

10. Delivery, testing and acceptance

10.1 Separable work results must be tested and accepted within 10 working days after provision unless otherwise agreed.

10.2 Acceptance may be refused only for a material, reproducible defect. Minor defects do not prevent acceptance and are addressed through cure.

10.3 A defect report must state the version and environment, reproduction steps, expected and actual behaviour and available logs. Albrecht Apps may request further information required for analysis.

10.4 If neither acceptance nor a sufficiently specific notice of material defects is received during the test period, Albrecht Apps may request acceptance after a reasonable additional period. Statutory requirements for deemed acceptance remain controlling. Productive use without material reservation is relevant when assessing acceptance.

11. Bugs, late reports and support

11.1 A bug is a defect only where, at transfer of risk or acceptance, the service deviates from the expressly agreed characteristics or acceptance criteria.

11.2 A possible defect reported after acceptance will be assessed within reasonable time. A confirmed defect attributable to Albrecht Apps during the warranty period is cured under Section 20. Change requests, new requirements, unagreed environments and causes outside Albrecht Apps’ work are analysed and handled on a paid time basis.

11.3 Continuous on-call service, defined response/remedy times and ongoing support are owed only under an express maintenance or SLA agreement.

12. Fees, effort and expenses

12.1 Fees, billing model and payment plan follow from the order. Prices are net plus applicable VAT.

12.2 Time-based services are billed by actual effort at agreed rates. Estimates are forecasts, not caps, unless expressly labelled as a binding budget limit.

12.3 Fixed prices apply only to the expressly described scope under known assumptions. Changes and extra effort caused by incorrect or late customer information are charged separately.

12.4 The customer bears necessary travel, accommodation, licence, cloud, app-store, hardware and other third-party costs unless otherwise agreed. Travel normally requires prior coordination.

12.5 Albrecht Apps may require reasonable advance, interim and milestone payments.

13. Invoices and default

13.1 Invoices are due within 14 calendar days without deduction unless otherwise agreed.

13.2 Statutory default interest and consequences apply. After a reminder and reasonable deadline, Albrecht Apps may suspend services; dates move under Section 8.

13.3 Set-off is permitted only with undisputed or finally adjudicated claims. Rights of retention may be exercised only for claims arising from the same contractual relationship.

14. Usage rights and ownership

14.1 Transferable usage rights remain with Albrecht Apps until full payment. After full payment, the customer receives the rights expressly defined in the order to individually created contractual deliverables.

14.2 Where the order is silent, the customer receives a non-exclusive, perpetual, worldwide right to use customer-specific deliverables for the contractual purpose apparent at formation. Exclusive rights, modification rights, source-code delivery or transfer to third parties require express agreement.

14.3 Rights in pre-existing or independently developed components, libraries, frameworks, tools, templates, concepts, methodologies, patterns, architectures, processes, generic code and general know-how remain with Albrecht Apps. After full payment, the customer receives a non-exclusive right to the extent necessary to use the contractual result.

14.4 The customer grants rights in its materials as required for performance and warrants that it is authorised to do so.

15. Confidentiality, methodologies and trade secrets

15.1 Both parties keep confidential all commercial, technical and organisational information marked confidential or reasonably understood to be confidential and use it only for contract performance.

15.2 The customer particularly keeps non-public Albrecht Apps methodologies, patterns, templates, processes, working practices, calculations, internal documentation, tools and reusable approaches confidential and may not disclose, reproduce or exploit them outside the contractual purpose without consent.

15.3 Exceptions apply to information proven public, lawfully received, previously known, independently developed or mandatorily disclosed. Where permitted, advance notice is required.

15.4 Statutory trade-secret duties remain unaffected. Confidentiality continues for five years after termination and, for trade secrets, while trade-secret status continues.

16. Open source and third-party components

16.1 Albrecht Apps may use customary open-source software and third-party components unless evidently inconsistent with the contractual purpose. Their owners’ licence terms prevail for those components.

16.2 Exclusion of particular licences, components or providers must be agreed before formation. Additional review or replacement effort is charged separately.

16.3 Liability for availability, changes, discontinuation, prices, security or future compatibility of third-party components is governed by Section 21 and exists only where attributable to Albrecht Apps.

17. App stores, platforms and external services

17.1 Decisions by app stores, platform operators, certification bodies and other third parties are outside Albrecht Apps’ control. Publication, approval, listing or continuing availability is owed only where expressly agreed; the third party’s decision cannot be guaranteed.

17.2 Post-acceptance changes or discontinuation of operating systems, SDKs, APIs, hardware, firmware, browsers, policies and external services do not create a duty of free adaptation.

18. Future updates and maintenance

18.1 Unless expressly agreed, development does not include future functional, compatibility, security, OS, hardware, firmware, library, SDK, API, browser, app-store or regulatory updates after acceptance or completion.

18.2 Such adaptations require a new order or separate maintenance/support agreement.

18.3 Mandatory statutory update duties remain unaffected where applicable and incapable of valid exclusion.

19. Data protection, security and customer data

19.1 Each party fulfils its own data-protection duties. Where Albrecht Apps processes personal data for the customer, the parties enter an Article 28 GDPR data-processing agreement before processing.

19.2 The customer is responsible for lawfulness of supplied data, instructions and purposes. Production data or special-category personal data may be supplied for testing only by prior agreement.

19.3 Security, backup, recovery, retention and deletion are owed only if expressly agreed. The customer makes appropriate backups before intervention in its systems.

20. Defect remedies

20.1 For work results, Albrecht Apps first has the right to cure by repair or replacement at its choice. The customer provides reasonable testing/cure periods and required environment access.

20.2 Remedies do not apply where deviation is caused by unagreed environments, third-party components, customer materials, misuse, missing cooperation or modifications by the customer or third parties, unless the customer proves that the modification was not causal.

20.3 If cure finally fails, the customer may reduce the price or withdraw from the affected part under statutory law. Damages are governed exclusively by Section 21.

20.4 The limitation period for defect claims is twelve months from acceptance. The shortened period does not apply to claims based on intentional conduct or gross negligence, fraudulent concealment of a defect, an expressly assumed guarantee, injury to life, body or health, claims under the German Product Liability Act, or other cases in which shortening the statutory limitation period is legally impermissible.

21. Liability

21.1 Albrecht Apps has unlimited liability for intent and gross negligence, injury to life, body or health, fraudulent concealment, an expressly assumed guarantee, claims under the German Product Liability Act, and mandatory statutory liability.

21.2 For slight negligence involving a material contractual obligation, liability is limited to foreseeable damage typical of the contract and to a maximum of EUR 50,000 per damaging event. Material obligations enable proper performance and are obligations on which the other party may regularly rely.

21.3 Liability for other slight negligence is excluded.

21.4 Subject to Sections 21.1 and 21.2, and to the extent permitted by law, Albrecht Apps is not liable for indirect or consequential loss, including lost profit, production loss, business interruption or data loss. Outside the cases covered by Section 21.1, liability for data loss is limited to the typical recovery costs that would have arisen if the customer had maintained proper and regular backups.

21.5 These limits also benefit Albrecht Apps’ corporate bodies, employees and agents.

22. Term, termination and consequences

22.1 Term and ordinary termination rights follow from the order. Fixed project contracts end upon full performance and payment without notice.

22.2 Either party may terminate for cause. Cause for Albrecht Apps includes material breach of cooperation or payment duties despite warning, or customer blockage exceeding 20 working days under Section 8.

22.3 Upon termination, all services and costs incurred are invoiced. Handover, migration or support beyond scope is charged by time.

23. Online services and accounts – general provisions

23.1 Customers keep credentials confidential, limit access to authorised users and immediately report misuse or security incidents.

23.2 Prohibited uses include unlawful activity, malware, unauthorised security testing, circumvention of technical limits, abusive automation and infringement of third-party rights.

23.3 Albrecht Apps may temporarily suspend access where required to address concrete security risks, unlawful use or material payment default, taking the customer’s interests reasonably into account.

23.4 Availability, maintenance windows, term, renewal, data export and service changes follow the relevant product description or separate SaaS/SLA agreement.

24. Subcontractors and references

24.1 Albrecht Apps may use suitable employees and subcontractors. GDPR requirements for subprocessors remain unaffected.

24.2 Customer names, marks, logos, screenshots or non-public project information are published as references only with prior consent. Albrecht Apps may reuse general know-how and anonymised experience where confidential customer information cannot be inferred.

25. Force majeure

25.1 Neither party is liable for delay caused by events outside reasonable control, including natural events, war, official action, strikes, general telecom/energy outage, widespread cloud/platform outage or supply shortages, unless attributable to that party.

25.2 The affected party promptly notifies the other. Dates extend by the impediment plus reasonable restart time. If it continues unreasonably long, either party may terminate the unperformed part; completed services remain payable.

26. Governing law, venue, language and final provisions

26.1 German law applies, excluding the UN Convention on Contracts for the International Sale of Goods.

26.2 To the extent permitted by law, Osnabrück is the exclusive venue. Albrecht Apps may also sue at the customer’s general venue.

26.3 The contract language and sole controlling version of these Terms is German. This English translation is for information only. The German version prevails in discrepancies or interpretation.

26.4 Operational amendments and expressly confirmed deviations may be agreed in text form under Section 2.3. Individual agreements prevail. Mandatory statutory formalities remain unaffected.

26.5 If a provision is or becomes invalid, the remainder remains effective and statutory law fills the gap.