Terms and conditions

These terms apply to all contracts for software development, design and operation services between NextGate Digital UG (haftungsbeschränkt) (the “Contractor”) and its clients (the “Client”). They apply exclusively to businesses within the meaning of § 14 of the German Civil Code (BGB), legal entities under public law and special funds under public law; the Contractor does not enter into contracts with consumers.

Deviating terms of the Client only become part of the contract if the Contractor expressly confirms them in writing. The Contractor’s own products (e.g. NextGate Digital Invoice, Passportlab, KFZDesk) are governed by the terms published on their respective websites.

The scope of services is defined in the respective offer or service specification. Projects are usually delivered in agile iterations; changes to the scope are made through a documented change request.

The Client provides the necessary information, access, test data and contact persons in good time. Deadlines are extended accordingly for delays caused by a lack of cooperation.

Services are billed on a time-and-materials basis at the rates stated in the offer, or as a fixed price for clearly defined service packages. Invoices are payable within 14 days without deduction. All prices are exclusive of statutory VAT.

Once a work is completed, the Contractor asks the Client to accept it and sets a reasonable deadline of at least ten working days. The work is deemed accepted if the Client does not refuse acceptance within this period, stating at least one defect (§ 640 (2) BGB).

Acceptance may not be refused because of insignificant defects; the Contractor remedies such defects under the warranty.

Once paid in full, the Client receives an exclusive, transferable right of use, unlimited in time and territory, to the work results created specifically for the Client, unless the offer states otherwise. Pre-existing libraries, frameworks and reusable components of the Contractor remain its property and are granted as a non-exclusive right of use.

Open-source components used are subject to their respective licence terms; the Contractor points out material licence obligations.

The Contractor warrants that the work functions as agreed. Defects are first remedied by repair or replacement (subsequent performance); if this fails, the Client’s statutory rights apply. Defects caused by third-party interference or a changed system environment are excluded.

Claims for defects become time-barred twelve months after acceptance. This does not apply to claims based on intent or gross negligence, injury to life, body or health, the German Product Liability Act or a guarantee, nor to defects the Contractor fraudulently concealed; in these cases the statutory periods apply.

The Contractor is liable without limitation for intent and gross negligence, for damage resulting from injury to life, body or health, under the German Product Liability Act, and to the extent of any guarantee given.

Otherwise, in cases of slight negligence the Contractor is liable only for breach of material contractual obligations, obligations whose fulfilment makes the proper performance of the contract possible in the first place and on whose observance the Client may regularly rely. In that case liability is limited to the foreseeable damage typical for the contract, and at most to the contract value.

Both parties treat all information obtained in the course of the cooperation as confidential, including after the contract ends.

If the Contractor processes personal data on behalf of the Client, in particular when hosting, operating or maintaining systems that contain such data, the parties conclude a data processing agreement under Art. 28 GDPR before the processing begins. That agreement takes precedence over these terms on all matters of data protection.

Operation and maintenance contracts initially run for twelve months and renew automatically for a further twelve months unless terminated with three months’ notice before the end of the term.

German law applies. The place of jurisdiction is Cologne, provided the Client is a merchant. Should any provision be invalid, the validity of the remaining provisions is unaffected.

These terms are drafted in English, and the English version is binding. Where German legal terms are given in brackets or a translation is provided, they serve only to aid understanding.