Terms of Service

1. Scope; customers

(1) These general terms and conditions ("Terms") apply to all contracts for consulting, digitalisation and development services between endless webservices GmbH, Hermann-Ritter-Straße 112, 28197 Bremen, Germany, registered in the commercial register of the Bremen local court under HRB 38753 HB (the "Provider"), and its customers (the "Customer").

(2) The Provider's offering is directed exclusively at entrepreneurs within the meaning of § 14 of the German Civil Code (BGB), legal entities under public law or special funds under public law. Contracts with consumers (§ 13 BGB) are excluded. By placing an order the Customer confirms that it is acting in the exercise of its commercial or independent professional activity.

(3) Conflicting or deviating terms of the Customer do not become part of the contract unless the Provider expressly agrees to them in text form. This also applies where the Provider performs without reservation while aware of conflicting terms.

(4) Individually negotiated agreements take precedence over these Terms.

2. Subject matter; services

(1) The Provider renders in particular the following services:

• Intro call: a free, non-binding orientation call (approx. 30 minutes); no mutual performance obligations arise from it,
• Digital Diagnosis: a structured analysis of the Customer's customer interface with a written report and a results meeting at the agreed fixed price,
• Project and implementation services: individually agreed digitalisation, development and integration services,
• Ongoing services: operation, maintenance and further development of digital solutions, where separately agreed.

(2) The specific scope of each service results from the Provider's offer in text form. The presentation of services on the website is non-binding and does not constitute an offer.

(3) Where the Provider renders services using its own products or third-party products (e.g. software platforms), the respective licence or usage terms referenced in the offer additionally apply to their use.

3. Conclusion of contract

(1) The contract is concluded when the Customer accepts an offer of the Provider in text form, or when the Provider confirms an order of the Customer in text form or begins performance.

(2) Unless stated otherwise, offers of the Provider are binding for 30 days from the offer date.

4. Prices; payment

(1) All prices are net plus the applicable statutory value added tax.

(2) The Digital Diagnosis is charged at the agreed fixed price. If the Customer commissions an implementation from the Provider within three months of delivery of the diagnosis report, the fixed price of the diagnosis is credited against that commission.

(3) Unless agreed otherwise, invoices are payable without deduction within 14 days of receipt. Ongoing services are invoiced monthly in advance.

(4) If the Customer defaults on payment, the Provider is entitled, after prior notice, to withhold further services until the outstanding claims are settled. Further statutory rights remain reserved.

(5) The Customer may only set off claims that are undisputed or have been finally established by a court, and may only exercise a right of retention on the same basis.

5. Duties of the Customer to cooperate

(1) The Customer supports the Provider to a reasonable extent, in particular by providing required information, content, access and decisions in good time and by naming a knowledgeable contact person.

(2) The Customer warrants that it is entitled to hand over the content provided (e.g. texts, images, trademarks, data) and that such content does not infringe third-party rights. The Customer indemnifies the Provider against third-party claims based on a breach of this duty, including the reasonable costs of legal defence.

(3) Delays caused by omitted or late cooperation of the Customer are not attributable to the Provider; agreed dates shift accordingly.

6. Performance; dates

(1) The Provider renders its services with the care of a prudent businessperson in accordance with the state of the art. It may use carefully selected subcontractors; it is responsible for their services as for its own.

(2) Dates and deadlines are only binding if agreed as binding in text form.

7. Acceptance

(1) Where services of the Provider constitute work performances capable of acceptance, the Customer declares acceptance in text form within 14 days of provision, provided the service complies with the contract in all material respects. Immaterial defects do not entitle the Customer to refuse acceptance; they are remedied under warranty.

(2) Acceptance is deemed to have taken place if the Customer does not give notice of material defects in text form within the period or uses the service productively.

8. Usage rights

(1) Upon full payment of the agreed remuneration, the Customer receives the usage rights to the work results created individually for it that are required for the contractually intended purpose.

(2) Pre-existing tools, libraries and reusable components of the Provider remain its property; the Customer receives a simple, non-exclusive right to use them within the scope of the contractual purpose. Open-source components are governed by their respective open-source licences.

(3) All rights to the Customer's content and data remain with the Customer.

9. Warranty

(1) In the event of defects in work performances, the Provider first renders supplementary performance. If supplementary performance fails twice, the Customer is entitled to the statutory rights.

(2) The Customer inspects provided services without undue delay and gives notice of obvious defects without undue delay in text form; § 377 of the German Commercial Code (HGB) applies accordingly.

10. Data protection; processing on behalf

(1) The Provider operates its systems in data centres in Germany. The Provider does not transfer data processed in the course of performance to third countries.

(2) Where the Provider processes personal data on behalf of the Customer, the parties conclude a data processing agreement pursuant to Art. 28 GDPR. It is made available to the Customer on request.

(3) Details on the processing of personal data in connection with this website are set out in theprivacy policy.

11. Confidentiality

(1) The parties treat all business and trade secrets and information marked as confidential of the respective other party obtained in the course of the initiation and performance of the contract as confidential and use them exclusively for the performance of the contract.

(2) This obligation continues after termination of the contract. Statutory disclosure obligations remain unaffected.

12. Liability

(1) Claims for damages against the Provider are excluded irrespective of the legal basis, unless the Provider, its legal representatives or vicarious agents acted with intent or gross negligence. Liability for culpable injury to life, body or health, under the German Product Liability Act and within the scope of guarantees assumed remains unaffected; in this respect the Provider is liable without limitation.

(2) In the event of slight negligence, the Provider is only liable if it, its legal representatives, executive employees or vicarious agents have breached a contractual obligation essential to achieving the purpose of the contract (cardinal obligation). In this case liability is limited to the foreseeable damage typical for the contract.

(3) Liability under paragraph 2 is limited in amount to the remuneration of the affected order, and for ongoing services to the sum of the fees paid by the Customer in the twelve months preceding the damaging event.

(4) The Provider is not liable for loss of data to the extent the damage results from the Customer's failure to carry out data backups and thereby ensure that lost data can be restored with reasonable effort.

(5) In all other respects the liability of the Provider is excluded.

13. Term and termination of ongoing services

(1) Unless agreed otherwise, contracts for ongoing services (section 2 (1), last bullet) are concluded for an indefinite period and may be terminated by either party in text form with one month's notice to the end of a month.

(2) The right to extraordinary termination for good cause remains unaffected.

(3) After termination, the Provider makes the Customer's data available on request within 30 days in a common format; thereafter the data is deleted unless statutory retention obligations apply.

14. Changes to these Terms

(1) The Provider may amend these Terms with effect for the future to the extent the amendment is reasonable taking into account the interests of the Customer and does not materially affect the contractual balance of performance and consideration.

(2) Amendments are announced to the Customer in text form at least six weeks before they take effect. If the Customer does not object within this period, the amendments are deemed approved; the Provider specifically points out this consequence in the announcement.

15. Final provisions

(1) The law of the Federal Republic of Germany applies, excluding the UN Convention on Contracts for the International Sale of Goods.

(2) The exclusive place of jurisdiction for all disputes arising from or in connection with this contract is Bremen, provided the Customer is a merchant, a legal entity under public law or a special fund under public law.

(3) Amendments and additions to the contract require text form. This also applies to the waiver of this text form requirement.

(4) Should individual provisions of these Terms be or become invalid, the validity of the remaining provisions remains unaffected. The statutory provisions take the place of the invalid provision.