GTC

1. Scope:

These Terms and Conditions apply to all offers and contracts between syscoon GmbH and its customers, unless otherwise agreed in writing. Any deviating provisions in the contract or offer take precedence over these Terms and Conditions.

2. Conclusion of the Contract:

The contractor's offers are subject to change. The contract is not concluded until a written order confirmation is issued.

3. Services:

The Contractor shall perform the agreed-upon services in accordance with the contract and to the best of its knowledge and belief.

(1) The Contractor retains all rights to the development results achieved within the scope of the collaboration, including all copyrights, neighboring rights, and other intellectual property rights.

(2) To the extent that pre-existing modules or modules developed independently, or other pre-existing developments of the Contractor (e.g., standard solutions, syscoon’s own add-ons, technical templates) are used or further developed as part of the project, all rights thereto shall remain with the Contractor without restriction.

(3) The end customer shall be granted a simple, non-exclusive, non-sublicensable, and non-transferable right of use to both the development results achieved within the scope of the collaboration and to pre-existing or independently developed modules or other pre-existing developments of the Contractor for internal use and internal further development within the scope of the specifically commissioned system. Use in other systems, by affiliated companies, subsidiaries, external service providers, or other third parties is prohibited unless expressly authorized in writing by the Contractor.

(4) Unless the client is the end customer, the client shall not receive any rights of use.

Any further rights—in particular, the right to use the work by the client itself, unless it is the end customer, or in connection with other client projects—are expressly excluded.

It is also prohibited to publish, sell, distribute, disclose, reproduce, offer, or promote the results or any further developments based on them—in whole or in part—to third parties, particularly in connection with independent products, services, or training materials.

(5) We expressly reserve the right to reuse our own development results achieved within the framework of the collaboration, as well as our own pre-existing or independently developed modules or other pre-existing developments, for other projects.

(6) The Client agrees to require all third parties involved in the project’s implementation, prior to granting them access to the Contractor’s source code, development documentation, or other confidential information, to enter into a contractual obligation to maintain confidentiality and to comply with the protection and usage rights set forth in paragraphs (1) through (5). Access to such content may be granted only to the extent necessary for the third party to fulfill its contractual obligations.

(7) The obligations set forth in paragraphs (1) through (6) shall continue even after the termination of the contractual relationship.

Hourly rates, effective from January 1 through December 31, 2026:

Accounting-as-a-Service: starting at 90 € per hour.

Consultant / Developer: 150 € per hour.

Senior Consultant / Developer: 175 € per hour.

Executive Consultant / Developer: 200 € per hour.

Payment for services rendered is based on an hour (60 minutes). Billing is calculated in 15-minute increments. Any 15-minute increments that have begun are rounded up to the next full 15-minute increment.

Additional costs, such as license fees, in accordance with the specific requirements of the project, if necessary and as agreed upon in advance.

Prices are exclusive of applicable sales tax.

Additional services will be billed separately.

Travel expenses and travel time will be billed based on actual costs, unless otherwise agreed.

Mileage allowance for car trips: €0.50 per kilometer driven (plus applicable VAT).

Train travel: Second class, actual costs.

Air Travel: Economy Class, Actual Costs.

Accommodation costs: Actual costs, up to a maximum of €150 per night (plus applicable VAT), unless otherwise agreed.

Expenses: A flat rate in accordance with the German Travel Expenses Act (depending on the duration and destination of the trip).

7. Terms of Payment:

(1) Invoices are payable in full within 8 days of the invoice date.

(2) If the Client defaults on payment and full payment is not made within an additional 14 calendar days—provided the Client has not raised a verifiable and objectively justified objection to the claim—the Contractor is entitled to suspend all services without further notice until all outstanding claims have been paid in full.

(3) During the suspension, there is no entitlement to the provision of services. Agreed project and delivery deadlines shall be extended accordingly by the duration of the suspension; the client shall compensate for any additional expenses resulting therefrom.

(4) The Contractor is entitled to make the provision of further services contingent upon an advance payment.

(5) In the event of late payment, the Contractor is also entitled to charge late-payment interest at a rate of 9% above the base interest rate.

(6) Any further legal claims, in particular claims for damages, remain unaffected.

(1) The Contractor shall be liable in cases of willful misconduct or gross negligence on the part of the Contractor, a representative, or a vicarious agent, as well as in cases of culpable injury to life, limb, or health, in accordance with statutory provisions. However, in cases of gross negligence, the Contractor’s liability is limited to foreseeable damages typical for this type of contract. In all other respects, the Contractor shall be liable only for culpable breaches of cardinal obligations (cardinal obligations are obligations whose fulfillment is essential for the proper performance of the contract and on whose compliance the contracting party may regularly rely). However, the claim for damages arising from a breach of material contractual obligations is limited to the foreseeable damage typical for this type of contract.

(2) The provisions of paragraph (1) above apply to all claims for damages, regardless of the legal basis, in particular those arising from a breach of obligations under a contractual relationship or from a tort. They also apply to claims for reimbursement of futile expenses.

(3) The foregoing provisions do not entail a shift in the burden of proof to the detriment of the client.

(1) Both parties agree to maintain confidentiality regarding the other party’s business and trade secrets—including, in particular, internal company matters and work processes—that are entrusted to them or come to their knowledge in the course of or in connection with the performance of the contract, for the duration of the contractual relationship between the parties.

(2) Trade or business secrets are limited to facts related to the business operations of the respective party that are not publicly known but are known only to a limited group of persons, in the confidentiality of which the party concerned has a legitimate economic interest, and which, according to the party’s expressed or at least discernible intent, are intended to remain confidential.

(3) The duty of confidentiality also does not extend to information that is publicly available or whose disclosure is clearly not detrimental to a party. If a party has doubts as to whether a duty of confidentiality exists in a specific case, it is obligated to seek confirmation from the other party as to whether a particular fact is to be treated as confidential.

(4) The obligations set forth in paragraphs (1) through (3) shall continue even after the termination of the contractual relationship.

(5) The Contractor reserves the right to publish information regarding the collaboration, as well as regarding the Client and the end customer, for reference purposes—in particular on its own website, on social media, and in print media—unless a confidentiality agreement to the contrary has been entered into. The Client or the end customer may object to such publication in writing.

The Client is responsible for complying with the information obligations set forth in Articles 13 and 14 of the GDPR. Additional information regarding the Contractor’s processing of personal data is available in the Privacy Policy at https://syscoon.com/datenschutzerklaerung.

(1) The contract may be terminated with 4 weeks' notice effective at the end of the month. The right to terminate the contract without notice for good cause remains unaffected.

(2) If the Client terminates the contract before the project is completed, the Contractor is entitled to invoice the Client for the services rendered up to that point, as well as the costs incurred for the provision of resources.

12. Jurisdiction:

German law applies. The place of jurisdiction is Freiburg.