Terms & Conditions
Nexterium GbR · Scope: IT consulting, software/AI services, implementation, hardware resale · Exclusively for business customers (B2B) pursuant to § 14 BGB.
These Terms & Conditions are governed by German law. The German version is the legally binding original. This translation is provided for informational purposes.
§ 1 Scope and Contracting Parties
(1) These General Terms and Conditions ("T&C") apply to all contracts between Nexterium GbR, Unter den Steinen 3, 34474 Diemelstadt, represented by partners Miles Hoppe and Maik Dohmann ("Provider") and their clients ("Client") for IT consulting, software development, AI services, implementation and migration projects, and hardware resale.
(2) These T&C apply exclusively to businesses, legal entities under public law, and special public funds pursuant to § 14 BGB. They do not apply to consumers pursuant to § 13 BGB.
(3) Client's conflicting or supplementary general terms and conditions only become part of the contract if the Provider has expressly agreed to them in writing.
(4) The version valid at the time of contract conclusion applies. The current version is available at www.nexterium.de/agb.
§ 2 Contract Formation
(1) The presentation of products and services on the website does not constitute a legally binding offer but an invitation to submit an offer (invitatio ad offerendum).
(2) Individual quotes by the Provider are valid for 30 calendar days from issuance unless stated otherwise.
(3) The contract is concluded by: a) written order confirmation by the Provider, b) acceptance of the Client's binding offer by the Provider, or c) commencement of service delivery by the Provider.
(4) Oral side agreements require written form to be valid (text form pursuant to § 126b BGB is sufficient).
§ 3 Scope of Services
(1) The specific scope of services is defined in the quote or order confirmation together with these T&C.
(2) IT consulting and conceptual work are service contracts (§§ 611 et seq. BGB). No specific economic result is owed.
(3) Software development, hardware delivery and clearly defined implementation projects are contracts for work (§§ 631 et seq. BGB). The agreed result is owed.
(4) The Provider is entitled to engage qualified subcontractors and remains fully responsible for their performance.
§ 4 Client Cooperation Obligations
(1) The Client shall provide the Provider in a timely and complete manner with all information, data, access and materials necessary for service delivery.
(2) The Client shall designate a responsible contact person with decision-making authority.
(3) Delays or additional effort caused by late or incomplete cooperation shall be at the Client's expense.
(4) The Client is responsible for its own data backups unless expressly agreed otherwise in writing.
§ 5 Prices and Payment Terms
(1) The prices agreed in the quote or order confirmation apply. All prices are net plus applicable VAT (currently 19%).
(2) Unless otherwise agreed, payments are due within 14 calendar days of the invoice date without deduction.
(3) For larger projects (> €2,500 net) the Provider may require a 50% deposit upon order placement.
(4) In case of late payment, the Client owes default interest of 9 percentage points above the base rate (§ 288 para. 2 BGB) plus a flat fee of €40 (§ 288 para. 5 BGB).
(5) The Provider may suspend services in the event of late payment after prior written notice with a reasonable grace period of at least 7 days.
(6) The Client may only offset or withhold payments if its counterclaims have been legally established, are undisputed, or have been acknowledged by the Provider.
(7) Billing of time-based services: Billed in 30-minute increments. Minimum billing unit: 0.5 h. Travel time counts as working time unless explicitly stated otherwise in the quote.
§ 6 Retention of Title
(1) Delivered hardware remains the property of the Provider until the purchase price is paid in full (simple retention of title pursuant to § 449 BGB).
(2) In the event of the Client's breach of obligations, in particular late payment, the Provider is entitled to reclaim the goods after issuing a written notice and setting a reasonable deadline.
§ 7 Usage and Intellectual Property Rights
(1) Standard software, frameworks and the Provider's own developments remain the intellectual property of the Provider. The Client receives a simple, non-exclusive, non-transferable right of use for the contract duration for the agreed purpose.
(2) Custom developments (project-specific, created exclusively for the Client and identified as such in the quote) are transferred to the Client upon full payment. General libraries, frameworks and pre-existing know-how of the Provider are excluded.
(3) The Client grants the Provider the right to reference them as a client (logo, industry, project type).
(4) The Client warrants that it holds all necessary rights to any content, data and materials it provides.
§ 8 Warranty
(1) Work services: Warranty period is 12 months from acceptance. This limitation does not apply to injury to life, body or health, or to willful misconduct or gross negligence.
(2) Hardware deliveries: Warranty period is 24 months from delivery (§ 438 para. 1 no. 3 BGB).
(3) Manufacturer warranty is in addition to the statutory warranty. The Provider is not the guarantor; warranty claims are exclusively against the manufacturer.
(4) Duty to inspect and give notice (§ 377 HGB): Apparent defects must be reported in writing within 7 working days of delivery/acceptance.
(5) Upon justified notice of defect, the Provider shall first attempt remediation of its choice. If remediation fails twice, the Client may reduce the price or withdraw from the contract.
§ 9 Data Protection and Data Processing
(1) Both parties comply with applicable data protection laws, in particular the GDPR and BDSG.
(2) Where the Provider processes personal data on behalf of the Client, the parties shall conclude a separate Data Processing Agreement (DPA) pursuant to Art. 28 GDPR.
(3) The Provider implements appropriate technical and organizational measures (TOM) pursuant to Art. 32 GDPR.
(4) The Provider may engage qualified sub-processors. Changes will be communicated to the Client with reasonable notice.
§ 10 Liability
(1) The Provider is fully liable for: a) willful misconduct and gross negligence, b) injury to life, body or health, c) claims under the Product Liability Act, d) assumed guarantees.
(2) For slight negligence, the Provider is only liable for breach of essential contractual obligations (cardinal obligations), limited to the foreseeable typical damage, not exceeding the total remuneration of the respective contract.
(3) Any further liability for slight negligence is excluded.
(4) AI-assisted services: Where the Provider delivers AI-generated content, it assumes no liability for factual accuracy. The Client must subject AI outputs to appropriate human review before use in business-critical contexts.
§ 11 No Right of Withdrawal / B2B
(1) These T&C apply exclusively to businesses pursuant to § 14 BGB. No contracts are entered into with consumers.
(2) No right of withdrawal exists (§ 312g BGB does not apply to business clients).
(3) Cancellations or reversals are only possible by individual agreement. Services already rendered will be invoiced in any case.
§ 12 Force Majeure
(1) Neither party is liable for failure to perform contractual obligations due to force majeure, including natural disasters, pandemics, war, government orders, strikes, energy or network outages, and large-scale cyberattacks on critical infrastructure.
(2) Agreed deadlines are extended by the duration of the force majeure event. If force majeure lasts longer than 90 days, either party may terminate the contract for cause.
§ 13 Confidentiality
(1) Both parties agree to treat all confidential information disclosed in the course of the business relationship as strictly confidential for an unlimited period and to use it only for contractual purposes.
(2) This obligation does not apply to information that is publicly known, was already known to the receiving party, was lawfully obtained from third parties, or must be disclosed by law or court order.
§ 14 Assignment Prohibition
The Client may not assign claims arising from this contract to third parties without the prior written consent of the Provider. § 354a HGB remains unaffected.
§ 15 Final Provisions
(1) 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) Place of jurisdiction is, to the extent permitted by law, Korbach (Hesse) as the competent court for 34474 Diemelstadt.
(3) The EU Commission provides a platform for online dispute resolution (https://ec.europa.eu/consumers/odr). The Provider is neither obligated nor willing to participate in consumer arbitration proceedings.
(4) Severability clause: Should any provision be invalid, the validity of the remaining provisions remains unaffected.
(5) The contract language is German. In the event of multilingual versions, the German version is authoritative.
Unter den Steinen 3 · 34474 Diemelstadt
Partners: Miles Hoppe & Maik Dohmann
info@nexterium.de · www.nexterium.de