General terms and conditions

1. Validity

1. For the entire business relationship (offers, deliveries and services), including future transactions between Techwerk GmbH (hereinafter: Techwerk) and the customer, the following general terms and conditions apply exclusively in the version valid at the time the contract is concluded.
2. Divergent, conflicting or supplementary terms and conditions of the customer do not become part of the contract, unless Techwerk expressly agrees to their validity in writing. This applies even if Techwerk provides services without reservation in the knowledge of conflicting conditions.

2. Conclusion of contract and subject

1. Techwerk is an independent digital agency with a focus on software development, app development, UX/UI design, AI development, Shopify and performance marketing solutions.
2. The work is based on individual, technology-based strategies, which are developed and continuously optimized by an interdisciplinary team in order to sustainably increase clients' digital success.
3. Unless otherwise agreed, offers from Techwerk are subject to change.
4. The nature and scope of the services are primarily determined by the individual contractual agreements and cost estimates, otherwise by these terms and conditions.
5. Individual orders are only effective if they have been confirmed by both parties in writing or by e-mail.
6. As far as the subject matter of the contract is the services described in the respective offer. In case of doubt, these regulations take precedence over the terms and conditions.

3. Changes in performance

1. The customer's requests for changes (scope of services, project content, contract duration, etc.) must be sent to Techwerk in writing or by e-mail.
2. Techwerk reviews the effects on expenses, deadlines and remuneration and, if necessary, makes an offer of change to the customer.
3. An amendment agreement only becomes effective when Techwerk confirms it in writing.
4. In principle, changes only apply for the future.

4. Project budgets

1. Due to technical and external factors, there may be deviations in expenditure or time frame. The agreed project budget can therefore be exceeded or fallen below the agreed project budget by up to 15%.
2. Indicated performance indicators, such as performance values, are indicative and may vary.
3. Adjustments to the budget or duration are coordinated transparently between the parties.

5. Obligations of the customer

1. The customer undertakes to make all content, data and materials provided by him legally compliant, in particular with regard to copyright, data protection and consumer protection.
2. The customer ensures that his digital content does not contain any illegal, discriminatory, violence-glorifying or pornographic content.
3. The customer guarantees that the materials he provides do not infringe the intellectual property rights of third parties.
4. The customer is also entitled to commission other agencies to provide digital services.
5. The customer ensures that the necessary systems, servers or platforms that are necessary to fulfill the contract are functional and accessible.
6. Techwerk must be informed immediately in the event of system failures.
7. Techwerk is entitled to adapt or optimize content or technical components to achieve the agreed goals.

6. Customer's obligations to cooperate

1. The customer undertakes to provide Techwerk with all information, data, access and documents required to provide the service in a timely manner.
2. If the customer fails to comply with this obligation despite being asked to do so, Techwerk is exempted from the obligation to perform or may charge additional costs separately.
3. The customer shall immediately inform Techwerk of any circumstances that may influence the course of the project or the agreed services.
4. Techwerk is entitled to pause projects or publications if there are legal concerns or third parties make claims.

7. Delays due to lack of customer cooperation

1. The customer undertakes to provide all documents, information, approvals, receipts or other materials required to carry out the project within two (2) weeks of Techwerk's request.
2. If delivery is not made within this period, Techwerk is not be obliged to adhere to the originally agreed performance or delivery dates.
3. Delays caused by late cooperation by the customer will result in a corresponding postponement of project deadlines.
4. Techwerk is entitled to invoice separately for any additional expenses or idle time resulting from the delay.
5. If the necessary documents or approvals are not provided even after a written deadline (at least 14 days), Techwerk is entitled to
   • temporarily suspend the project, or
   • to terminate the contract extraordinarily.
   • In this case, the right to compensation already accrued or benefits commenced remains valid.

6. Techwerk is not liable for delays, project cancellations or additional expenses caused by late or incomplete cooperation by the customer.

8. Third party services

1. Techwerk may use or provide third-party services (e.g. hosting providers, platform operators, APIs, frameworks, marketing tools) to fulfill the contract.
2. The customer agrees to the data transfer required for this purpose.
3. Third party services are subject to their respective contractual terms.
4. Techwerk does not guarantee the permanent availability or error-free functioning of such third-party services.
5. Monitoring of third-party service providers or their content is only due if this has been expressly agreed.

9. Project interruption and exemption

1. Techwerk is entitled to pause projects with immediate effect if there are justified reasons, in particular in the event of late payment.
2. Temporary interruptions can also occur as part of maintenance, deployments, or testing.
3. A complete project interruption on the part of the customer is only possible after prior consultation and approval by Techwerk.

10. Copyright, trademark and industrial property rights

1. Techwerk transfers to the customer — after full payment — the rights to use the contracted services to the extent agreed upon in the contract.
2. No rights of use are granted to concepts, sketches, drafts or rejected versions.
3. The rights to unimplemented designs remain with Techwerk.
4. The customer receives the transferable rights of use for exclusive, unlimited use in time, space and content, unless otherwise agreed.
5. Techwerk may — unless otherwise agreed in an individual contract — use the customer's name and logo for reference purposes.

11. Remuneration and terms of payment

1. The remuneration depends on the respective offer or contract.
2. All prices exclude statutory value added tax.
3. Unless otherwise agreed, invoices are iTo be paid within 14 days without deduction.
4. For project volumes above 20,000€, Techwerk can request a 30% down payment when placing the order.
5. For late payments, interest on arrears and reminder fees are calculated in accordance with legal regulations.
6. Techwerk is entitled to suspend the provision of services until full payment of outstanding amounts.
7. Special expenses or additional costs (e.g. licenses, software fees, API costs) are charged at cost price.

12. liability

12.1 Techwerk's liability

1. Techwerk is fully liable for intent and gross negligence.
2. In the event of slight negligence, Techwerk is only liable for breaches of essential contractual obligations and limited to the typically foreseeable damage.
3. The limitation of liability does not apply in the event of personal injury or under the Product Liability Act.
4. Techwerk is not liable for failures or faults caused by third parties, force majeure or external systems.

12.2 Customer liability

1. The customer indemnifies Techwerk from all third-party claims arising from violations of laws, property rights or agreements resulting from content or data provided by the customer.
2. The customer also bears the costs of any necessary legal defense.

13. Contract duration and termination

1. The contract period is based on the individual agreement.
2. In the case of permanent contracts, termination can be made with a notice period of three months to the end of the month.
3. The right to extraordinary termination for good cause remains unaffected.
4. Cancellations must be made in writing and can be made by e-mail or by post.

14. Assignment and offsetting

1. An assignment of customer claims against Techwerk is only permitted with the written consent of Techwerk.
2. Offsetting is only possible against undisputed or legally established claims.

15. Amendment to the terms and conditions

1. Techwerk reserves the right to change these terms and conditions at any time. Changes will be notified to the customer in writing or by email.
2. If the customer does not object within 14 days, the changes are considered accepted.
3. The customer is expressly informed of this right of objection.

16. Final provisions

1. The laws of the Federal Republic of Germany apply, excluding the UN sales law.
2. The place of fulfilment and jurisdiction for all disputes arising from this contract is Cologne, provided that the customer is an entrepreneur within the meaning of §14 BGB.
3. Should individual provisions of these terms and conditions be ineffective, the effectiveness of the remaining provisions remains unaffected.