The following terms and conditions apply to all of the Advanced Progressive Application Development UG (hereinafter also referred as “AP”) services provided, and in particular contracts between the Advanced Progressive Application Development UG and its customers.
1. Objective of agreement
The terms and conditions apply to the planning, creation, and delivery of programming services described in the respective offer. The service and delivery specification is regulated by the offer. The terms and conditions that apply to the business relationship between AP and the client are those that were valid at the time of acceptance of the offer. Different terms are not recognized by AP, unless the AP has expressly agreed their validity in writing.
2. Service deliverables and scope
Service content and scope and the general conditions of the agreed services are exclusively received from the offer. Changes or additions are only legally valid if made in writing and attached to the offer as an attachment.
3. Cooperation and obligations of the parties
(1) The Parties bind themselves to cooperate closely and efficiently, for which also the organizational, professional and technical responsibility of the customer is essential particularly to: provide information and technically suitable co-workers at each stage of the planning of the subject matter, concretize in writing the requirements of the item or subject of services due in the adequate form, adequately provide the necessary documentation and information, particularly on existing facilities, equipment, and computer programs to interact with the service to be provided. Cooperative actions are taken by the customer at his own expense. Any time delays due to missing or improper involvement and the project of may be suspended and rescheduled by AP.
(2) AP holds the right to subject the developed item or subject of services and the customer’s logo, if available, on its website for reference purposes and its related sites, including any social media sites such as Facebook. The logos copyrights are not transferred to AP. The customer may at any time withdraw the right of use without legal deadline. If this situation occurs, AP is required to delete all references to that customer within 5 days, or to issue instructions for deletion to the relevant parties.
(1) Past activities which have been agreed in the offer must be accepted. Services, particularly relating to consulting and support services are not part of the acceptance, unless a formal acceptance was expressly determined. (2) The acceptance criteria are as follows: (a) AP will provide a beta version of the contractual object. The customer has a period of 10 days from issue to test this beta version. (b) After a successful test, the customer immediately needs to express his acceptance in writing. The quality test is considered successful if the item works or partially works and is in compliance with the previously agreed items. (c) The customer is obliged to immediately inform AP when deviations from the contractual requirements become known to him during the acceptance testing. (d) If the approval is declined, AP will correct the defects immediately and provide the services again for acceptance based on the reasons for decline. (e) If the customer does not immediately explain the reason for refusal, AP may set a deadline of one week to submit this statement. Acceptance is made when the customer specifies the reasons for the refusal of acceptance in writing within that period. (f) AP is entitled to withhold services if the customer is in default regarding the acceptance of the item or subject of services, partial items of work or payment services.
5. Grant of rights
(1) In general, AP grants the customer temporally unrestricted, nonexclusive, nontransferable rights to use the item or subject of services due under this contract and to duplicate it. It is possible, however, if the item or subject of services has been developed exclusively for the client and if AP agrees, that AP grants the customer the exclusive, transferable, temporally unlimited rights to use, utilize and further develop the item or subject of services agreed against a charge of 20% of the purchase price (net), for a minimum of at least 200 EUR. In this case, the source code and any other materials which interact with the developed item or subject of services will be given to the customer. AP can grant the customer with this offer at any time after the development of the item.
(2) Exploitation rights in the deliverables are not granted to the customer.
(3) Until full compensation for the rendered services has been received, the client is only allowed to make use of the rendered service and has no legal rights to them.
(1) The compensation payable under this contract for services is based on the existing offer.
(2) Services outside of the scope or subject matter agreed upon in the offer are to be paid for separately by the customer.
(3) If the agreement ends earlier than planned or agreed, AP has a right to remuneration corresponding to the provided services until the termination of this contract.
(4) AP will provide an invoice of the due payment. Invoices are due in full within 7 days of the invoice date. If required, AP can also accept otherpayment arrangements with the customer which must be included in the offer. If the customer is in default of payment, overdue fines will beadded to the outstanding amount.
(5) Unless otherwise expressly agreed, the amount mentioned in the offers are in net amounts plus statutory VAT as applicable.
(6) For projects that run over a period exceeding 3 months, AP is entitled to make partial invoices in accordance with the project’s progress.
7. Warranty for Defects
(1) AP guarantees to develop the item or subject of services according to the agreed specifications. There shall be no claims for defects in the case of only slight variations from the agreed quality, and will also not apply in the case of only slight impairment of service ability. (2) The limitation period for claims (based on the existing technical framework at the time of order) is 12 months, which begins from the date of successful acceptance of the item or subject of services agreed. (3) If changes or enhancements to the services or goods supplied are made by the customer or a third party, the warranty provided by AP is no longer applicable or valid. (4) AP has the right to refuse to remedy the defect until the customer has paid the agreed remuneration that corresponds to the economic value of the defect .
8. Warranty for legal defects
(1) AP provides a warranty that guarantees the delivered object/items or services are free from rights of third parties which stand in a contractual use, except ownership rights. (2) If there is a software maintenance contract, the warranty period is extended according to the term of the contract. The client has warranty claims only if the reported defects are reproducible or if they can be shown by machine-generated output. (3) The customer has to report defects in comprehensible form, giving useful information for defect detection and sending them to the specific contact email address given to him. (4) If required, the client must assist the contractor in the correction of deficiencies. (5) The Contractor shall be entitled to reimbursement of his expenditures if he has become active due to a defect report and no defect is present.
9. Service changes
Requirements for item or subject of service changes and correction requests are to be expressed in writing. A small amount of correction requests are included in the offer with up to two rounds of corrections free for the design approval. Any further requests for change and correction require coordination and implementation efforts and if necessary downtime that can be billed.
10 Liability, Damages
AP is liable only for the damage caused by AP and up to the maximum amount of the contract. This restriction does not apply to damage caused intentionally or personal injury.
11 Confidentiality obligations
(1) The parties undertake to treat all information as confidential that becomes known to them in the course of this agreement and to use such information only for the contractually agreed purposes. Confidential information for the purposes of this provision means information, documents, details and data designated as such or which, by their very nature, are to be seen as confidential. AP undertakes only to grant access to such confidential information of the customer to those employees directly involved in the performance of the services under this agreement. At the request of the other party, both parties are obliged to ask their employees to sign a declaration of undertaking and to submit it to the other party.
(2) If confidential information as defined above is requested by a public entity, such a party shall be informed without delay before releasing the information to the public body.
(3) The rights and obligations under subsections (1) and (2) are not affected by a termination of contract. Both parties are required on termination of contract either to return or to destroy confidential information of the respective other party, unless it has been properly used.
12. Other provisions
(1) AP has the right to assign subcontractors to develop the item/subject of service agreed. (2) Changes to the offer and terms and conditions shall be effective only when in writing. (3) German law applies with jurisdiction based is Köln. (4) If one of the stipulations in this Terms and Conditions is inoperative, the effectiveness and validity of the rest of the regulations are not affected. This also applies to close any gaps in these Terms and Conditions.