Terms & Conditions

These General Terms and Conditions (hereinafter „T&Cs") apply to all contracts concluded between AnvaCode, Vochemer Str. 5, 50969 Köln (hereinafter „Provider") and its clients (hereinafter „Client") regarding the provision of software development and software-as-a-service services.

§ 1Scope

1. These T&Cs apply to all contracts between the Provider and the Client regarding the provision of digital solutions (software, websites, cloud modules, consulting).
2. Deviating, conflicting or supplementary terms and conditions of the Client shall become part of the contract only and insofar as the Provider has expressly agreed to their validity in writing.
3. These T&Cs shall also apply to all future business between the contracting parties without the need for renewed inclusion.
4. In the event of contradictions between the T&Cs and individual contractual agreements, the individual agreements shall take precedence.

§ 2Subject of the contract

1. The Provider performs services for the Client in the field of custom software development, website development, configuration of modules and provision of cloud-based software (SaaS).
2. The specific scope of services results from the individual offer or order confirmation („Main Contract").
3. The Provider makes the modules agreed in the Main Contract available, undertakes configuration, operation and maintenance. Server location: exclusively Germany.
4. The content of this website is non-binding. Service specifications only become binding upon signing the Main Contract.

§ 3Conclusion of contract

1. Presentations of services on the website or in advertising material do not constitute a binding offer but rather an invitation to submit an offer.
2. By submitting an inquiry via the contact form or by email, the Client submits a binding offer to conclude a contract for an initial consultation. The initial consultation is free of charge and non-binding.
3. Based on the initial consultation, the Provider prepares an individual offer. The contract is concluded upon acceptance of the offer by the Client — acceptance takes place by signature (also electronic) or confirmation by email.
4. Oral side agreements require the written form (text form is sufficient) to be effective.

§ 4Scope of services

1. The Provider renders its services with the diligence of a prudent businessman in accordance with the current state of the art.
2. The scope of services includes:
   • Conception and specification of the agreed module
   • Development, configuration and adaptation to the Client's requirements
   • Provision of the software via German cloud servers (Hetzner)
   • Initial data import (migration from existing systems, if agreed)
   • Training of users (scope as per Main Contract)
   • Ongoing operation, updates and maintenance
   • Technical support by email and phone during usual business hours
3. Not included in the standard scope of services, unless expressly agreed:
   • Hardware procurement or maintenance at the Client's premises
   • On-site training at the Client's premises
   • Extensions and individual programming outside the agreed modules
   • License fees of external third parties (e.g. SMS provider, TSE cloud)
4. The Provider reserves the right to have services performed by suitable subcontractors but remains solely responsible to the Client.

§ 5Client's duties of cooperation

1. The Client shall provide the Provider with all information, data, documents and access required for the performance of the services in good time and in a suitable form.
2. The Client shall name a responsible contact person with decision-making authority.
3. Delays attributable to untimely or incomplete cooperation shall not be borne by the Provider. Agreed deadlines shall be postponed accordingly.
4. The Client is responsible for the proper and regular backup of its own data — unless expressly agreed otherwise. The Provider recommends additional own backups in parallel to our cloud backup.
5. The Client undertakes to use the provided software exclusively for lawful purposes and not to upload any unlawful content.

§ 6Remuneration & payment

1. The remuneration results from the individual offer. Unless otherwise stated, all prices are in euros net plus statutory VAT.
2. The remuneration typically consists of:
   • One-time setup costs for conception, development, configuration and training — usually due 30 % on order, 40 % on interim acceptance, 30 % on final acceptance
   • Monthly flat fees for operation, hosting and support — due in advance on the first day of each month
   • Usage-dependent costs (e.g. SMS dispatch, TSE cloud) — billed monthly according to actual usage
3. Invoices are due for payment without deduction within 14 days of receipt, unless otherwise agreed in the Main Contract.
4. In the event of default in payment, the Provider is entitled to demand default interest at the statutory rate (9 percentage points above the base interest rate, § 288 (2) BGB).
5. In the event of more than 30 days of default in payment, the Provider is entitled to temporarily block access to the software, after prior reminder with a grace period. This does not release the Client from the payment obligation.
6. The Client is only entitled to set-off and retention with undisputed or legally established counterclaims.

§ 7Term & termination

1. The contract term results from the Main Contract. Unless otherwise agreed, the minimum contract term is 12 months from provision.
2. The contract is automatically renewed for a further 12 months at a time, unless terminated by one of the parties in text form with a period of 3 months to the end of the contract.
3. The right to extraordinary termination for good cause remains unaffected. Good cause exists in particular if a party fails to fulfil essential contractual obligations despite a reasonable grace period.
4. After termination of the contract, the Provider makes all of the Client's own data available as a CSV or JSON export. The data will be deleted from the Provider's servers after handover and confirmation by the Client, but no later than 90 days after the end of the contract — unless statutory retention obligations apply.

§ 8Availability (Service Level)

1. The Provider aims for an availability of the hosted software of 99.5 % on annual average, measured at the Provider's server.
2. Scheduled maintenance is generally carried out outside business hours (22:00–06:00 German time) and announced 48 hours in advance. It does not count as downtime.
3. Downtimes not included in the availability calculation are those due to:
   • force majeure
   • maintenance by our upstream suppliers (e.g. Hetzner)
   • disruptions outside our area of responsibility (e.g. the Client's internet provider)
   • disruptions caused by the Client
4. In the event of a sustained failure to meet the availability target, the Client is entitled to a proportional credit on the monthly flat fee.

§ 9Warranty

1. The Provider warrants that the services rendered have the properties agreed in the Main Contract.
2. Defects must be reported in writing (text form) immediately after discovery. In the case of justified defect notices, the Provider will remedy the defect or provide a replacement within a reasonable period.
3. If subsequent performance fails twice, the Client may, after expiry of a reasonable additional period, demand a price reduction or withdraw from the contract.
4. The warranty period is 12 months from acceptance.
5. The following do not constitute defects:
   • minor deviations that do not impair usability
   • errors due to operating errors of the Client
   • errors due to changes made by the Client or by third parties
   • problems with third-party software not part of the delivery

§ 10Liability

1. The Provider is liable without limitation in cases of intent and gross negligence, for damages resulting from injury to life, body or health, and according to the provisions of the Product Liability Act.
2. In the case of slight negligence, the Provider is liable only for the breach of essential contractual obligations (cardinal obligations), whereby liability is limited in amount to the foreseeable damage typical for the contract.
3. The Provider's liability in the case of slight negligence is limited in amount to the net remuneration paid by the Client in the year preceding the damage event (but at least €5,000, at most €100,000).
4. Liability for indirect damages, consequential damages, lost profits and data loss is excluded, unless there is intentional or grossly negligent conduct.
5. The Provider is not liable for data loss insofar as the damage is due to the fact that the Client has breached its obligation to regularly and completely back up its data (§ 5 (4)).

§ 11Data protection & data processing

1. Both contracting parties comply with the applicable data protection regulations, in particular the GDPR and the BDSG.
2. Insofar as the Provider processes personal data on behalf of the Client, the parties conclude a data processing agreement (DPA) pursuant to Art. 28 GDPR. The DPA is part of this contractual relationship.
3. Server location and data storage take place exclusively in the Federal Republic of Germany (Hetzner Falkenstein/Nuremberg).
4. The Provider takes appropriate technical and organisational measures (TOMs) to protect the personal data. Details see annex to the DPA and the privacy policy.

§ 12Confidentiality

1. The contracting parties undertake to treat as confidential all information which becomes known to them in connection with the contractual relationship and which is not obvious, and not to disclose it to third parties.
2. Confidential information includes in particular: business strategies, customer and employee lists, prices, conditions, source code and configurations.
3. The obligation of confidentiality continues for a period of 5 years beyond the termination of the contract.
4. The obligation of confidentiality does not apply to information that:
   • was demonstrably already publicly known before the conclusion of the contract
   • becomes public without fault of the receiving party
   • must be disclosed due to a statutory or official order

§ 13Usage rights & copyright

1. The Provider grants the Client a non-exclusive, non-transferable right of use to the provided software for the duration of the contract.
2. The Client's own data (customer data, order data, photo galleries, etc.) belong entirely to the Client. Upon termination of the contract, they will be made available as an export upon request.
3. The copyrights to the developed software architecture, to the source code of the modules and to the libraries used remain with the Provider.
4. Publication of the Client's name as a reference customer on the Provider's website is only permitted with the Client's express consent.

§ 14Final provisions

1. For all disputes arising from or in connection with the contractual relationship, the law of the Federal Republic of Germany applies exclusively, to the exclusion of the UN Convention on Contracts for the International Sale of Goods (CISG).
2. The exclusive place of jurisdiction for all disputes, insofar as legally permissible, is Cologne.
3. Place of performance for all services under the contractual relationship is Cologne.
4. Should individual provisions of these T&Cs or of the Main Contract be or become invalid, this shall not affect the validity of the remaining provisions. The invalid provision shall be replaced by a valid arrangement that comes closest to the economic purpose of the invalid provision (severability clause).
5. Amendments and supplements to these T&Cs or to the Main Contract require the written form (text form is sufficient). This also applies to the cancellation of this written form clause.

As of: May 2026 · These T&Cs are addressed to entrepreneurs (§ 14 BGB). No consumer transactions are concluded. Questions about the T&Cs: info@anvacode.de