General Terms and Conditions (GTC) of codn GmbH, Consulting and Software Development Start-Up
§ 1 Scope
1.1 These General Terms and Conditions apply to all offers, deliveries, and services provided by codn GmbH to customers.
1.2 Deviating, conflicting, or supplementary General Terms and Conditions of the customer shall only become part of the contract if codn GmbH has expressly agreed to their validity in writing.
§ 2 Conclusion of Contract
2.1 Our offers are non-binding and subject to change.
2.2 Contracts are only concluded upon our written confirmation.
2.3 Side agreements, amendments, and supplements require written confirmation by codn GmbH.
2.4 The conclusion of a contract for offers that can be accepted via e-signature is, depending on the agreement between the parties, either binding or non-binding. The user is required to carefully review all conditions of the offer before accepting it via e-signature. If the contract is intended to be binding, this must be expressly agreed upon between the parties. Otherwise, the contract is considered non-binding, and the parties are not obliged to fulfill their obligations under the offer.
2.5 If the project scope expands significantly, additional costs may be charged that were not included in the original offer.
§ 3 Services
3.1 We provide our services to the best of our knowledge and in accordance with the current state of technology.
3.2 The customer must provide codn GmbH with all necessary information and documents in a timely manner for the execution of the services.
3.3 Delivery dates are non-binding unless explicitly agreed upon in writing as binding.
3.4 If the customer is in default of acceptance or culpably violates other cooperation obligations, codn GmbH is entitled to claim compensation for any resulting damages, including additional expenses.
§ 4 Remuneration
4.1 Unless otherwise agreed, our prices are net prices plus applicable VAT.
4.2 Payment is due immediately upon invoicing without deductions.
4.3 If the customer defaults on payment, codn GmbH is entitled to charge default interest of 9 percentage points above the respective base interest rate of the European Central Bank.
§ 5 Liability
5.1 We are liable for damages caused by us, our employees, or our agents intentionally or through gross negligence.
5.2 Otherwise, we are only liable for breaches of essential contractual obligations if they are based on grossly negligent or intentional misconduct by us, our employees, or our agents.
5.3 Our liability for damages resulting from injury to life, body, or health, as well as under the Product Liability Act, remains unaffected by the above limitations of liability.
§ 6 Confidentiality
6.1 The contracting parties undertake to maintain confidentiality regarding all confidential information obtained in the course of the contractual relationship and not to disclose or publish such information without permission.
6.2 The confidentiality obligation remains in effect beyond the termination of the contractual relationship.
6.3 The confidentiality obligation does not apply to information that is publicly known, lawfully obtained without breaching this obligation, or required for contract execution.
6.4 In the event of a breach of the confidentiality obligation, the breaching party is required to pay a lump-sum compensation determined by codn GmbH based on the nature and extent of the violation, the significance of the confidential information, and the damage incurred. Further claims for damages remain unaffected.
§ 7 Retention of Title
7.1 All delivered goods remain the property of codn GmbH until full payment has been received.
7.2 The customer is obligated to handle the reserved goods with care.
7.3 In the event of third-party access to the reserved goods, particularly seizures, the customer must indicate codn GmbH’s ownership and notify us immediately.
§ 8 Data Protection
8.1 We process the customer’s personal data only in accordance with legal regulations.
8.2 The customer has the right to access, rectify, delete, or restrict the processing of their personal data, as well as the right to object to processing.
§ 9 Customer’s Obligations of Cooperation
9.1 The customer undertakes to actively cooperate in executing the contract and to provide all necessary information and documents completely and in a timely manner.
9.2 The customer is responsible for taking all necessary measures to ensure the smooth execution of the project.
9.3 The customer must ensure that all information and data provided are free of viruses and other harmful programs.
9.4 The customer must immediately communicate any changes or additions to the project and take all necessary measures to facilitate implementation.
9.5 If the customer fails to fulfill their cooperation obligations, this may impact the project timeline and costs. In this case, we are entitled to terminate the contract or claim reasonable penalties.
9.6 The customer shall indemnify us against third-party claims arising from the customer’s failure to comply with their cooperation obligations.
9.7 The obligations under this § 9 continue beyond the termination of the contractual relationship.
§ 10 Resource Allocation & Cancellation Fees
10.1 Upon signing an offer, codn GmbH allocates the necessary resources for project execution. If the customer does not commence the signed offer, a cancellation fee of 10% of the offer value will be charged to compensate for reserved resources.
10.2 For contracts with minimum terms that are not commenced, a cancellation fee of 10% of the total contract value will be charged.
10.3 This fee applies exclusively in the event of non-commencement. A standard termination after the project has started is subject to the agreed contractual termination conditions.
§ 11 Final Provisions
11.1 The laws of the Federal Republic of Germany shall apply, excluding the UN Convention on Contracts for the International Sale of Goods (CISG).
11.2 The place of jurisdiction is Frankfurt am Main.
11.3 Should any provision of these GTC be or become invalid, the validity of the remaining provisions shall not be affected. The invalid provision shall be replaced by a legally permissible provision that most closely approximates the purpose of the invalid provision.
