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General Terms and Conditions (GTC) – Bitaguras

1. Scope

These General Terms and Conditions (GTC) apply to all contracts between Bitaguras (contractor) and its clients (customers) in the field of custom software development. Deviating conditions of the client will not be recognized unless the contractor expressly agrees to their validity in writing.

2. Subject of the Contract

The contractor develops custom software solutions for the client based on their requirements. The software is delivered in uncompiled form and provided on the client’s systems. Any changes to the code after delivery are at the client’s own risk.

3. Delivery & Acceptance

• The software is provided in uncompiled form (source code).
• Each delivery is documented (date, version, scope, and, if applicable, checksums).
• The client is obliged to review the delivery within 7 days and accept it in writing or by email. If no response is received within this period, the delivery is considered accepted.
• The client is responsible for installation, configuration, and operation of the software on their systems, unless expressly agreed otherwise.

4. Usage Rights

• The client receives a simple, non-transferable right of use for the delivered software.
• The software may be used and modified for internal purposes.
• Transfer, resale, or any other commercial exploitation to third parties is only permitted with the written consent of the contractor.

5. Liability

1. The contractor is only liable for damages caused by intentional or grossly negligent actions. Any further liability is excluded.
2. The contractor is not liable for damages that occur after delivery of the software due to modifications, interventions, or manipulations by the client or third parties.
3. The contractor’s liability is – to the extent permitted by law – limited to the value of the respective contract.
4. No liability is assumed for indirect damages, consequential damages, data loss, production downtime, or lost profits.
5. The client acknowledges that the software is delivered in uncompiled form and is therefore technically modifiable. The contractor assumes no responsibility for changes made after delivery.

6. Payment Terms

1. The client agrees to pay 50% of the agreed contract value in advance upon conclusion of the contract.
2. The remaining 50% is due before the final delivery of the software. Delivery will only take place after full payment has been received.
3. If the client withdraws from the contract prematurely, the advance payment remains with the contractor as compensation for effort. There is no entitlement to a refund.
4. If the withdrawal is due to the contractor’s fault (e.g. non-performance without justifiable reason), the advance payment will be fully refunded.
5. In the event of late payment, the contractor is entitled to withhold delivery and, if necessary, withdraw from the contract.

7. Term & Termination

• The contract automatically ends after full delivery and acceptance of the software, unless further services have been agreed.
• Termination before completion is only possible by written agreement.

8. Final Provisions

• Changes and additions to these GTC must be made in writing.
• If individual provisions of these GTC are invalid, the validity of the remaining provisions shall remain unaffected.
• German law applies. Place of jurisdiction is the contractor’s registered office.