General Terms and Conditions (GTC)
These General Terms and Conditions (GTC) govern the contractual relationship between stacklyft a brand by BizyLab UG (haftungsbeschränkt), hereinafter referred to as "we" or "our," and our customers. By engaging our services, the customer agrees to these terms, which are applicable to all current and future business transactions unless otherwise explicitly agreed upon in writing.
§ 1 Scope and Application
(1) These GTC apply to all services and deliveries provided by us, including but not limited to software development, consulting, software product development, research, and case studies, for both business and consumer clients. Specific terms may apply to certain types of services if expressly agreed in writing.
(2) Any conflicting or supplementary terms from the customer are only valid if we have explicitly agreed to them in writing.
(3) We reserve the right to amend these GTC. The customer will be informed of any amendments in a timely manner. If the customer does not object within one week of receiving notice, the amended terms shall be deemed accepted.
§ 2 Contract Conclusion
(1) A contract is deemed concluded when a written agreement is signed by an authorized representative of the customer. If a person signs on behalf of an entity without proper authorization, they are personally liable for any resulting damages or unpaid obligations.
(2) Verbal agreements are non-binding unless confirmed in writing. All modifications or amendments to the contract must also be confirmed in writing.
(3) We reserve the right to verify the authority of the signatory and may request additional proof of authorization if deemed necessary.
§ 3 Services and Offers
(1) Our range of services includes, but is not limited to, software development, consulting, software product development, research, and case studies. Unless explicitly stated otherwise, our offers are non-binding and subject to change.
(2) Contracts and offers may be canceled by us if the customer fails to fulfill necessary obligations, such as providing timely payment, essential information, resources, or maintaining respectful communication. We reserve the right to terminate services if these conditions are not met.
(3) Due to the rapidly evolving nature of software development and research, we cannot guarantee specific outcomes unless explicitly agreed upon in writing. We work iteratively and adjust our approach based on the latest insights and customer feedback.
(4) The customer acknowledges that requirements and objectives may change during the course of a project, and both parties agree to collaborate closely to adapt to these changes.
§ 4 Prices and Payment Terms
(1) Our pricing model includes fixed-price services, hourly rates, and fixed ongoing retainers. Specific pricing details are outlined in our offers or contracts.
(2) Payment is due within 10 days of invoicing. Late payments may incur interest charges as permitted by law.
(3) We reserve the right to adjust prices for ongoing services if our underlying costs increase. The customer will be informed of any price adjustments in advance, and they may terminate the contract within two weeks of receiving such notice. If no termination occurs, the new prices are deemed accepted.
(4) Additional costs, such as travel expenses or third-party services, will be charged separately and communicated in advance.
§ 5 Delivery and Performance
(1) Delivery and performance times are estimated and not binding, given the iterative nature of our work. We provide regular progress updates, allowing the customer to review and request changes as necessary.
(2) We are not liable for delays caused by force majeure, unforeseen circumstances, or the customer's failure to provide necessary resources or approvals. If such delays occur, we may adjust the delivery schedule accordingly.
(3) We strive to deliver high-quality work but do not guarantee error-free software. The customer must review our deliverables promptly and report any issues within a reasonable timeframe.
§ 6 Retention of Title and Licensing
(1) We retain ownership of all deliverables until full payment is received. Upon payment, the customer is granted a non-exclusive license to use, modify, and distribute the software as they see fit.
(2) The customer may purchase exclusive rights to certain software components or request a non-compete agreement, which must be documented in writing and may incur additional fees. This agreement must specify competitors or product characteristics that would trigger non-compete clauses.
(3) Any exclusive rights or protection periods require a separate written agreement detailing the scope and duration of exclusivity.
§ 7 Liability and Warranty
(1) We provide support for testing, integration, and operation if explicitly requested in writing. The customer is responsible for thoroughly testing the software in their environment and notifying us of any issues.
(2) Once the software is handed over, we are not liable for operational issues, data loss, or indirect damages. Our liability is limited to cases of gross negligence or intentional misconduct.
(3) We offer reasonable assistance in case of errors but do not assume responsibility for issues caused by third-party software, improper use, or unauthorized modifications.
§ 8 Intellectual Property and Usage Rights
(1) We retain intellectual property rights to all deliverables unless otherwise agreed. The customer is granted a full license to use the software but may not claim ownership of any underlying technology or frameworks we develop.
(2) The customer can purchase an exclusive license to prevent us from reusing certain components or working with specific competitors. This must be agreed upon in writing and specify the competitors or characteristics that would trigger exclusivity.
§ 9 Contract Duration and Termination
(1) Contracts for ongoing services or retainers are valid for 12 months and automatically renew for another 12-month period unless terminated 60 days in advance.
(2) Either party may terminate the contract for cause if the other party materially breaches the terms and fails to remedy the breach within a reasonable period.
§ 10 Data Protection and Confidentiality
(1) We handle all customer data in compliance with data protection laws and will not disclose or share any information without explicit permission. We may only showcase or reference customer work with written consent.
(2) Both parties agree to keep all shared information confidential, including project details, proprietary data, and trade secrets. A mutual non-disclosure agreement (NDA) is in place to protect this confidentiality.
§ 11 Final Provisions
(1) These GTC are governed by the laws of the Federal Republic of Germany, with Ingolstadt as the place of jurisdiction.
(2) If any provision of these GTC is found to be invalid, the remaining provisions remain unaffected and in full force.
(3) These GTC represent the entire agreement between the parties and supersede any prior agreements, whether written or verbal, unless otherwise specified.