General Terms and Conditions

§ 1 Scope of Application

(1) These General Terms and Conditions (hereinafter "GTC") apply to all contracts between Daniel Gläser, Gläser IT-Solutions, Georgstraße 46, 09111 Chemnitz, Germany (hereinafter "Contractor") and the Client for IT services, in particular software development, IT infrastructure, and consulting, as well as for the delivery of IT hardware and its installation.

(2) These GTC apply exclusively to entrepreneurs within the meaning of § 14 BGB (German Civil Code), legal entities under public law, or special funds under public law.

(3) Deviating, conflicting, or supplementary General Terms and Conditions of the Client shall only become part of the contract if and to the extent that the Contractor has expressly agreed to their validity in writing. This consent requirement applies in any case, even if the Contractor provides services without reservation while being aware of the Client's GTC.

(4) Individual agreements made with the Client in individual cases (including side agreements, supplements, and amendments) shall always take precedence over these GTC. A written contract or written confirmation by the Contractor shall be decisive for the content of such agreements.

§ 2 Conclusion of Contract and Offers

(1) Offers from the Contractor are non-binding unless they are expressly marked as binding or contain a specific acceptance period.

(2) A contract is concluded upon written order confirmation by the Contractor or upon commencement of service provision. Written form is also satisfied by email.

(3) The Client is bound by their order for two weeks after receipt by the Contractor.

(4) Cost estimates are non-binding unless otherwise agreed. If a significant overrun of the cost estimate becomes apparent, the Contractor will inform the Client immediately.

§ 3 Scope of Services

(1) The type and scope of services to be provided result from the respective offer, order confirmation, or a separate service description. Subsequent changes to the scope of services require written agreement.

(2) The Contractor is entitled to provide partial services insofar as this is reasonable for the Client.

(3) The Contractor is entitled to engage qualified third parties (subcontractors) to fulfill contractual obligations. The Contractor is liable for the fault of engaged third parties as for their own fault.

(4) Unless otherwise agreed, for software development the Contractor owes a work within the meaning of § 631 BGB. For consulting and support services, the Contractor owes a service within the meaning of § 611 BGB.

(5) If the order includes both the delivery of hardware and its installation or configuration (IT infrastructure projects), this constitutes a unified work supply contract. In this case, the remuneration covers both the hardware and the installation and configuration services.

§ 3a Delivery of Goods and Transfer of Risk

(1) The delivery of IT hardware takes place, unless otherwise agreed, by handover at the Client's premises during installation or by shipment to the delivery address specified by the Client.

(2) In case of shipment, the risk of accidental loss and accidental deterioration of the goods passes to the Client upon handover to the freight forwarder, carrier, or other person designated to execute the shipment (§ 447 BGB).

(3) For on-site installation, the risk passes to the Client upon acceptance of the overall service (hardware and installation).

(4) Delivery dates are only binding if expressly confirmed as binding. Partial deliveries are permitted insofar as they are reasonable for the Client.

(5) The Client is obliged to inspect the delivered goods immediately upon receipt for completeness, obvious transport damage, and recognizable defects. Recognizable defects must be reported to the Contractor in writing immediately, at the latest within five working days of receipt (§ 377 HGB - German Commercial Code). Hidden defects must be reported immediately upon discovery.

(6) The delivered hardware originates from regular commercial trade. The Contractor does not assume manufacturer warranties but will, upon the Client's request, facilitate warranty claims against the manufacturer where such warranties exist.

§ 3b Retention of Title

(1) The delivered goods remain the property of the Contractor until full payment of all claims arising from the business relationship with the Client (extended retention of title).

(2) In case of breach of contract by the Client, particularly in case of default in payment, the Contractor is entitled to reclaim the reserved goods after issuing a reminder and setting a reasonable deadline. Reclaiming the goods constitutes withdrawal from the contract. After reclaiming the reserved goods, the Contractor is authorized to realize them. The proceeds shall be credited against the Client's liabilities, less reasonable realization costs.

(3) The Client is obliged to treat the reserved goods with care. The Client is obliged to inform the Contractor immediately if and to the extent that third parties access the reserved goods.

(4) The Client is entitled to process and install the reserved goods in the ordinary course of business. Ownership of the hardware passes to the Client upon installation in the Client's IT infrastructure once full payment has been made.

§ 3c Support Services

(1) Support requests can be submitted via the online portal, email, or telephone. The Contractor provides a ticket system through which the status of requests can be tracked.

(2) The Contractor offers the following support categories:

• Standard Support: Within existing customer relationships with active projects or maintenance agreements, standard support is included in the remuneration. It covers answering questions and resolving issues in normal business operations.
• Premium Support: Extended support outside existing agreements or for complex requests is billed based on actual effort at the applicable hourly rates.
• Emergency Support: For urgent issues outside regular business hours or with special priority, increased hourly rates apply according to the current price list.

(3) For paid support services, the Client receives a cost estimate with transparent pricing before work begins. The Client may approve the estimate or withdraw the request. No paid work is started without the Client's explicit consent.

(4) Response times depend on the priority of the request and are not guaranteed unless an individual Service Level Agreement (SLA) exists. The Contractor endeavors to process all requests promptly.

(5) Use of the support portal requires acceptance of the privacy policy, which describes the processing of data through the ticket system used.

§ 4 Client's Duty to Cooperate

(1) The Client is obliged to support the Contractor to a reasonable extent in providing the agreed services and to create all conditions necessary for the execution of the order.

(2) The Client shall in particular:

• provide all information, documents, and data required for service provision completely, correctly, and in a timely manner;
• designate a competent contact person who is authorized to make and receive all declarations required for contract execution;
• provide necessary access to systems, premises, and data in a timely manner;
• perform regular data backups and ensure the security of their IT systems.

(3) If the Client fails to fulfill cooperation obligations or does not do so in time, agreed deadlines and dates shall be extended accordingly. The Contractor is entitled to charge additional expenses caused by the delay based on actual effort.

(4) The Client ensures that they have all necessary rights to the materials and data provided to the Contractor and that their use does not infringe any third-party rights.

§ 5 Dates and Deadlines

(1) Dates and deadlines are only binding if they have been expressly agreed as binding.

(2) If the Contractor is in default with the service, the Client is entitled to withdraw from the contract after unsuccessfully setting a reasonable grace period.

(3) Delays caused by force majeure, labor disputes, or other unforeseeable circumstances for which the Contractor is not responsible entitle the Contractor to postpone performance for the duration of the impediment plus a reasonable start-up period.

§ 6 Remuneration and Payment Terms

(1) Remuneration is based on the respective offer or order confirmation. All prices are exclusive of statutory VAT.

(2) Unless a fixed price has been agreed, billing is based on actual effort at the agreed hourly or daily rates.

(3) Invoices are due for payment within 14 days of invoicing without deduction, unless otherwise agreed.

(4) For projects with a duration of more than one month or an order volume of more than €5,000, the Contractor is entitled to demand progress payments corresponding to the progress of work.

(5) In case of default in payment, the Contractor is entitled to charge default interest of 9 percentage points above the respective base interest rate pursuant to § 288 (2) BGB. The right to claim further damages for default remains reserved.

(6) In the event of default in payment, the Contractor is entitled to demand a flat rate of €40 pursuant to § 288 (5) BGB.

(7) Travel costs, expenses, and other outlays will be invoiced separately unless otherwise agreed.

(8) The Client may only offset undisputed or legally established claims. The Client may only assert a right of retention insofar as it is based on the same contractual relationship.

§ 7 Acceptance

(1) Insofar as the Contractor owes a work, the Client is obliged to accept it as soon as the Contractor notifies completion and the work essentially conforms to the contract.

(2) The Client must declare acceptance within 14 days of receipt of the completion notice. If the Client does not declare acceptance within this period and does not identify any material defects, the work shall be deemed accepted.

(3) Immaterial defects do not entitle refusal of acceptance. A defect is immaterial if it does not impair or only insignificantly impairs the functionality of the work.

(4) Upon acceptance, the risk of accidental destruction and accidental deterioration passes to the Client.

§ 8 Defect Liability and Warranty

(1) The Contractor warrants that the services provided meet the contractually agreed requirements.

(2) The Client must report obvious defects in writing within two weeks of acceptance or receipt of the service. Hidden defects must be reported in writing immediately after discovery. If not reported in time, the service shall be deemed approved.

(3) In the event of a defect, the Contractor is entitled, at their choice, to repair or replace. If supplementary performance fails, the Client may, at their choice, demand reduction of remuneration (reduction) or rescission of the contract (withdrawal).

(4) Supplementary performance is deemed to have failed if it has been unsuccessfully attempted twice.

(5) The limitation period for defect claims is one year from acceptance. This does not apply to claims for damages resulting from injury to life, body, or health, or for claims due to intentional or grossly negligent breaches of duty; these expire according to statutory provisions.

(6) Defect claims do not exist in case of only insignificant deviation from the agreed quality, only insignificant impairment of usability, natural wear and tear, or damages occurring after acceptance due to faulty or negligent handling, excessive use, or special external influences not assumed under the contract.

(7) If the Client or a third party makes improper changes or repairs, there are likewise no defect claims for these and the resulting consequences.

(8) For delivered IT hardware (purchase contracts), the following additional provisions apply: The warranty is governed by §§ 434 ff. BGB. The Contractor, as a dealer, is not the manufacturer of the delivered hardware and does not assume any manufacturer warranties beyond this. Where manufacturer warranties exist, the Client may assert these directly against the manufacturer.

(9) For IT hardware with digital elements (e.g., routers, switches, servers, NAS systems, network devices with firmware), the Contractor is not obliged to provide updates insofar as these are provided by the manufacturer. The Contractor will inform the Client of any security-relevant updates known to it. The installation of updates is a separately remunerated service unless expressly included in the order.

(10) The warranty for delivered hardware is excluded for defects caused by improper handling, external influences (e.g., power surges, lightning strikes, water damage), interference by the Client or third parties, or use of incompatible components.

§ 9 Liability

(1) The Contractor is liable without limitation for damages resulting from injury to life, body, or health based on an intentional or negligent breach of duty by the Contractor or their legal representatives or vicarious agents.

(2) The Contractor is liable without limitation for other damages based on an intentional or grossly negligent breach of duty by the Contractor or their legal representatives or vicarious agents.

(3) In case of slightly negligent breach of material contractual obligations (cardinal obligations), liability is limited in amount to the foreseeable damage typical for the contract. Material contractual obligations are those whose fulfillment enables the proper execution of the contract in the first place and on whose compliance the Client may regularly rely.

(4) Liability for slightly negligently caused damages is limited to the amount of the respective order value, but not more than €100,000. This does not apply in the cases of paragraphs 1 and 2.

(5) Liability for indirect damages, in particular lost profits, is excluded in the case of slight negligence. This does not apply in the cases of paragraphs 1 and 2.

(6) Liability under the Product Liability Act and for the assumption of guarantees remains unaffected.

(7) The Contractor is not liable for loss of data insofar as the damage is due to the Client's failure to perform data backups and thereby ensure that lost data can be restored with reasonable effort.

§ 10 Usage Rights and Copyright

(1) Upon full payment of the agreed remuneration, the Contractor grants the Client the simple, temporally and spatially unlimited right of use to the contractually created work results for the contractually intended purpose.

(2) The granting of exclusive usage rights or transfer of rights to third parties requires a separate written agreement and, if applicable, separate remuneration.

(3) The Contractor retains the right to use the created works or parts thereof for their own purposes, in particular for reference purposes and self-promotion, unless legitimate confidentiality interests of the Client prevent this.

(4) If open-source software or other third-party software is used to create the work results, their use is subject to the respective license terms. The Contractor will inform the Client accordingly.

(5) The Contractor retains all rights to general methods, procedures, algorithms, and standard software components developed by them, even if these were first developed or improved within the scope of the order.

(6) Source code is only provided if expressly agreed.

§ 11 Confidentiality

(1) Both parties undertake to treat all knowledge of confidential information and trade secrets of the other party obtained in the course of contract initiation and execution as confidential for an unlimited period and to use it only for the purposes of this contract.

(2) This obligation does not apply to information that

• was already publicly known or known to the receiving party without confidentiality obligation at the time of receipt;
• becomes publicly known after receipt without fault of the receiving party;
• is communicated to the receiving party by a third party without confidentiality obligation;
• was demonstrably developed independently by the receiving party;
• must be disclosed due to legal obligation or official order.

(3) The parties will also impose the confidentiality obligation on their employees and engaged third parties.

§ 12 Data Protection

(1) The Contractor processes personal data of the Client exclusively within the scope of contract fulfillment and in compliance with applicable data protection regulations, in particular GDPR and BDSG.

(2) Insofar as the Contractor gains access to personal data for which the Client is responsible in the course of service provision, the parties will, if necessary, conclude a data processing agreement pursuant to Art. 28 GDPR.

(3) Further information on data protection can be found in the Contractor's privacy policy.

§ 13 Termination

(1) Continuing obligations may be terminated by either party with four weeks' notice to the end of the month, unless otherwise individually agreed.

(2) The right to extraordinary termination for good cause remains unaffected. Good cause exists in particular if

• a party violates material contractual obligations despite written warning;
• insolvency proceedings are applied for or opened against the assets of a party;
• continuation of the contractual relationship is unreasonable considering all circumstances and weighing the mutual interests.

(3) Termination requires written form. Electronic form (email) is sufficient.

(4) In case of termination of a work contract by the Client before completion, the Contractor is entitled to the agreed remuneration less saved expenses pursuant to § 648 BGB.

§ 14 Final Provisions

(1) The law of the Federal Republic of Germany applies, excluding the UN Convention on Contracts for the International Sale of Goods.

(2) The exclusive place of jurisdiction for all disputes arising from or in connection with the contractual relationship is Chemnitz, provided the Client is a merchant, a legal entity under public law, or a special fund under public law.

(3) Amendments and supplements to these GTC require written form. This also applies to the waiver of this written form requirement.

(4) Should individual provisions of these GTC be or become wholly or partially invalid, this shall not affect the validity of the remaining provisions. The parties undertake to replace the invalid provision with a valid provision that comes as close as possible to the economic purpose of the invalid provision.

(5) There are no oral side agreements. Amendments and supplements to this contract require written form to be effective.

Status: January 2026