General Terms and Conditions

for the provision of services by Dennis Michael Heine, Amselweg 4, 70794 Filderstadt, Germany, email: info@bitgrund.de (hereinafter “Contractor”) to its customers (hereinafter “Client”)

Consumers: your statutory right of withdrawal, and the conditions under which it expires early for digital content, are set out in clause 10 and in the Right of Withdrawal notice.

1. General

1.1 These General Terms and Conditions (GTC) for the provision of services apply to contracts concluded between the Client and the Contractor with the inclusion of these GTC.

1.2 Insofar as other contractual documents or other terms and conditions in text or written form have become part of the contract in addition to these GTC, the provisions of these additional contractual documents shall take precedence over these GTC in the event of a conflict.

1.3 The Contractor does not recognize GTC used by the Client that deviate from these Terms and Conditions, unless the Contractor has expressly agreed to them.

2. Subject Matter and Scope of Services

2.1 The Contractor provides the following services to the Client as an independent entrepreneur:

Development and sale of software

2.2 The specific scope of services is subject to individual agreements between the Contractor and the Client.

2.3 The Contractor shall perform the contractual services with the greatest possible care and diligence in accordance with the latest standards, rules, and findings.

2.4 The Contractor is obligated to provide the services owed under the contract. However, in performing their work, they are not subject to any instructions regarding the manner of providing their services, the place of service provision, or the time of service provision. They will, however, schedule working days and time allocation on those days in a manner that achieves optimal efficiency in their work and in the realization of the contractual subject matter. The Contractor's service provision shall only take place in coordination and cooperation with the Client.

3. Client's Cooperation Obligations

It is the Client's responsibility to provide all information, data, and other content required for the fulfillment of services completely and correctly. The Contractor shall not be responsible in any way for delays in service provision caused by late and necessary cooperation or input from the Client; the provisions under the heading "Liability/Indemnification" remain unaffected.

4. Remuneration

4.1 Remuneration shall be agreed upon individually.

4.2 Remuneration is payable after the services have been rendered. If remuneration is measured by time periods, it is payable after the expiration of the individual time periods (§ 614 BGB – German Civil Code). For effort-based billing, the Contractor is entitled, subject to deviating agreements, to invoice the services rendered on a monthly basis.

4.3 The Contractor shall issue an invoice to the Client after rendering the services by post or email (e.g., as PDF). Remuneration is due for payment within 14 days of receipt of the invoice.

5. Liability / Indemnification

5.1 The Contractor shall be liable without limitation for any legal reason in cases of intent or gross negligence, intentional or negligent injury to life, body, or health, based on a guarantee promise unless otherwise regulated in this regard, or due to mandatory liability. If the Contractor negligently breaches a material contractual obligation, liability is limited to the typical, foreseeable damage, unless unlimited liability applies pursuant to the preceding sentence. Material contractual obligations are obligations that the contract imposes on the Contractor according to its content for the achievement of the contractual purpose, the fulfillment of which makes proper performance of the contract possible in the first place and on whose compliance the Client may regularly rely. Otherwise, any liability of the Contractor is excluded. The above liability provisions also apply with regard to the Contractor's liability for their vicarious agents and legal representatives.

5.2 The Client shall indemnify the Contractor against any claims by third parties that are asserted against the Contractor due to violations by the Client of these contractual terms or applicable law.

6. Contract Duration and Termination

6.1 The contract duration and the notice periods for ordinary termination shall be agreed upon individually by the parties.

6.2 Both parties' right to extraordinary termination for good cause remains unaffected.

6.3 The Contractor must return or destroy all documents and other content provided to them immediately after the end of the contract, at the Client's discretion. The assertion of a right of retention is excluded. Electronic data must be completely deleted. Excluded from this are documents and data for which a longer statutory retention obligation exists, but only until the end of the respective retention period. The Contractor must confirm the deletion in writing to the Client upon request.

7. Confidentiality and Data Protection

7.1 The Contractor shall treat all matters that come to their knowledge in connection with the assignment as strictly confidential. The Contractor undertakes to impose the confidentiality obligation on all employees and/or third parties who have access to the contractual information. The confidentiality obligation applies indefinitely beyond the duration of this contract.

7.2 The Contractor undertakes to comply with all data protection regulations – in particular the provisions of the General Data Protection Regulation and the Federal Data Protection Act (Bundesdatenschutzgesetz) – when carrying out the assignment.

8. Final Provisions

8.1 The law of the Federal Republic of Germany shall apply, excluding the CISG.

8.2 Should any provision of these GTC be or become invalid, the validity of the remaining GTC shall not be affected.

8.3 The Client shall support the Contractor in the performance of their contractual services through appropriate cooperation, insofar as necessary. The Client shall in particular provide the Contractor with the information and data required to fulfill the assignment.

8.4 If the Client is a merchant, a legal entity under public law, or a special fund under public law, or has no general place of jurisdiction in Germany, the parties agree that the Contractor's registered office shall be the place of jurisdiction for all disputes arising from this contractual relationship; exclusive places of jurisdiction remain unaffected.

8.5 The Contractor is entitled to amend these GTC for objectively justified reasons (e.g., changes in case law, legislation, market conditions, or business or corporate strategy) and with reasonable notice. Existing customers will be notified of this no later than two weeks before the changes take effect by email. If the existing customer does not object within the period set in the amendment notification, their consent to the amendment shall be deemed granted. If they object, the amendments shall not take effect; the Contractor is then entitled to terminate the contract extraordinarily at the time the amendments would have taken effect. The notification about the intended amendment of these GTC will refer to the deadline and the consequences of an objection or failure to object.

9. Information on Online Dispute Resolution / Consumer Arbitration

The EU Commission provides a platform for online dispute resolution on the Internet at the following link: https://ec.europa.eu/consumers/odr

This platform serves as a contact point for the out-of-court settlement of disputes arising from online purchase or service contracts in which a consumer is involved. The provider is neither willing nor obliged to participate in consumer dispute resolution proceedings under the VSBG (German Consumer Dispute Settlement Act).

Our email address can be found in the heading of these GTC.

10. Right of Withdrawal for Digital Content

10.1 Where the Client is a consumer, they have a statutory right of withdrawal. The full details, the contact information for exercising it and the model withdrawal form are set out in the Right of Withdrawal notice, which forms part of these GTC.

10.2 The programs offered are digital content not supplied on a tangible medium. Under section 356(5) of the German Civil Code the right of withdrawal expires early where the Contractor has begun performance after the Client has expressly consented to performance beginning before the withdrawal period expires and has confirmed their knowledge that this ends the right of withdrawal, and where the Contractor has provided confirmation in accordance with section 312f of the German Civil Code.

10.3 Performance is deemed to begin when the licence key is sent to the email address given by the Client. That email is at the same time the confirmation required by section 312f of the German Civil Code.

10.4 The consent and the acknowledgement under clause 10.2 are obtained before payment by way of a checkbox that is not pre-ticked. Without that declaration no purchase can be made through the website. If the Client does not wish to give it, the licence key is sent only after the withdrawal period has expired, and the right of withdrawal remains unaffected.

10.5 In the case of an effective withdrawal the Client owes no compensation for the value of digital content. A licence key already issued will be revoked following an effective withdrawal.