Terms and Conditions
Conent
1. Scope and Customer Base
2. Subject Matter of the Contract and Service Offering
3. Project Methods and Delivery Models
4. Types of Contracts: Service Contract vs. Contract for Work and Services
5. Customer Duties to Cooperate
6. Remuneration and Payment Terms
7. Rights of Use to Work Results and Intellectual Property
8. Special Provisions for SaaS Services
9. Service Times, Support and Additional Costs
10. Limitations of Liability
11. Amendments to these GTC
12. Data Protection and Confidentiality
13. Special Provisions for Contracts for Work and Services
14. Final Provisions
1. Scope and Customer Base
B2B focus: These General Terms and Conditions (GTC) apply to all business relationships between Flexcode Systems UG (haftungsbeschränkt), Düsseldorf (hereinafter “Flexcode”), and its customers. They apply exclusively to entrepreneurs within the meaning of Section 14 of the German Civil Code (BGB); they do not apply to consumers.
Conflicting terms: Any conflicting or deviating terms and conditions of the customer shall not become part of the contract unless Flexcode expressly agrees to their validity in writing or in text form. These GTC also apply to future business with the customer without the need for repeated reference to them.
International scope: Flexcode provides services for customers in Germany and abroad. Unless otherwise agreed, all contracts are subject to these GTC and German law (see Final Provisions). The contractual languages are German and English.
2. Subject Matter of the Contract and Service Offering
Scope of services: Flexcode is an IT service provider offering a broad range of services, in particular:
• ERP and Odoo development/customization: Adapting and developing ERP systems (especially Odoo) to customer-specific requirements.
• API integration: Development and implementation of interfaces between software systems.
• Software development and implementation: Design, programming and introduction of customized software solutions.
• Technical support and troubleshooting: Assistance with technical issues, error correction and maintenance.
• User training: Training users in relation to implemented systems and software.
• Project consulting: Consulting services for IT projects, including planning and management.
• Software-as-a-Service (SaaS): Cloud-based software solutions provided by Flexcode for use via the internet (see Section 8).
• No hosting of customer servers: Server hosting services or the operation of data centers on behalf of the customer are not part of the service offering.
Individual contractual definition: The concrete content, scope and process of a project are defined in the respective individual contract or offer. Unless expressly guaranteed, Flexcode does not owe a specific success but the performance of the agreed services in accordance with the current state of the art.
3. Project Methods and Delivery Models
Flexcode offers various project models which can be used depending on customer requirements and agreement. Possible approaches include, in particular:
• Agile model: Iterative project execution (e.g. according to Scrum) with flexible adjustment of scope and regular feedback loops.
• Classical (waterfall) model: Linear project structure with clearly defined phases, deliverables and milestones.
• Fixed-price model (fixed scope): Predefined scope of services at an agreed lump-sum price.
• Time-and-material model: Billing of services on an hourly basis according to actual effort (time & material).
The appropriate project model is mutually agreed at the start of the project and documented in the contract. Depending on the model, certain customer cooperation obligations (e.g. review meetings in the agile model) and possibilities to adjust the scope of services may vary. Changes in the project flow require a corresponding agreement between the parties.
4. Types of Contracts: Service Contract vs. Contract for Work and Services
Distinction between contract types: Flexcode provides services either under a service contract or a contract for work and services, depending on the type of agreed service. A service contract (Sections 611 et seq. BGB) exists where an activity or effort is owed (e.g. consulting, training or support services) without a specifically defined result being guaranteed. A contract for work and services (Sections 631 et seq. BGB) exists where a concrete result or work product is owed that is subject to acceptance (e.g. a functioning software module or a specific program function). The applicable contract type in each individual case results from the service description and the agreement between the parties. In cases of doubt, a service is deemed to be a service contract unless a specific result has been expressly agreed.
Application of these GTC: These general provisions (Sections 1–12) apply to both service and work-performance contracts.
Special rules for work performances: For services classified as a contract for work and services, the special provisions in Section 13 of these GTC also apply. In the event of any conflict between the general provisions and the special provisions for work performances, the special provisions for work performances shall take precedence.
5. Customer Duties to Cooperate
Active cooperation: The customer undertakes to adequately support Flexcode in performing the agreed services. In particular, the customer shall provide all information, data, documents and access rights required for Flexcode’s performance in due time, in full and in an appropriate form. The customer shall appoint a competent contact person (and a deputy) with decision-making authority who is available for coordination.
Technical prerequisites: The customer shall ensure that its IT infrastructure (hardware, operating system, network connection, etc.) meets the requirements of the services to be provided by Flexcode. In particular, the customer shall provide necessary test and production environments, access (e.g. VPN, user accounts) and required licenses insofar as this is necessary for Flexcode’s work.
Deadlines and delays: The customer shall comply with agreed deadlines, acceptance dates and other cooperation obligations.
Consequences of inadequate cooperation: If a required cooperation by the customer is not provided, not fully provided or provided late, any deadlines or dates promised by Flexcode shall be extended by the period of the delay. In such cases Flexcode is also entitled to charge the customer for additional costs or additional effort arising from the delay or additional activities. In particular, for fixed-price projects a lack of cooperation may lead to an adjustment of the fixed price or the schedule. Flexcode accepts no liability for damages or disadvantages resulting from a breach of the customer’s cooperation duties for which the customer is responsible.
Notification duties and cooperation: The customer must report errors, quality defects or disruptions of Flexcode’s services without undue delay and in a comprehensible form as soon as they are identified. The customer shall support Flexcode to a reasonable extent in analyzing and resolving problems (e.g. by providing error reports, screenshots, descriptions of the observed symptoms).
Third-party rights to customer materials: The customer warrants that all materials provided by it (e.g. texts, images, graphics, logos, data, software) are free from third-party rights or that the customer holds the necessary rights of use. Should Flexcode be held liable by third parties due to the use of such materials provided by the customer (e.g. for infringements of copyrights, trademarks or data protection rights), the customer shall indemnify Flexcode from all such third-party claims. Further cooperation obligations of the customer may be agreed individually in the contract (e.g. provision of staff, participation in sprint meetings in agile projects, etc.).
6. Remuneration and Payment Terms
Remuneration models: The remuneration for Flexcode’s services is based on the model agreed in the contract – e.g. fixed price, ongoing service fee (retainer) or time-and-material billing according to actual effort. In the absence of a deviating agreement, billing is based on actual effort at Flexcode’s remuneration rates valid at the time of contract conclusion. All prices are exclusive of statutory value-added tax at the applicable rate.
Invoicing and due date: For longer projects, Flexcode is entitled to issue partial invoices according to the progress of performance. Unless otherwise agreed, invoices are due for payment immediately upon receipt without deduction. The customer will be in default at the latest 30 days after receipt of the invoice (§ 286 (3) BGB), unless default occurs earlier under statutory provisions. During default, Flexcode is entitled to charge interest at 9 percentage points above the base interest rate p.a. and to reserve the right to claim the statutory default fee of EUR 40 in accordance with Section 288 (5) BGB. Further claims for damages due to default remain unaffected.
Payment default and right to withhold performance: In the event of payment default by the customer, Flexcode is entitled, after setting a reasonable deadline, to temporarily suspend further services or make them dependent on advance payments. Statutory rights to withdraw from the contract in the event of significant delays in payment remain unaffected.
Set-off and retention: The customer may only set off claims of Flexcode against undisputed or finally adjudicated counterclaims. The customer shall have a right of retention only in respect of counterclaims arising from the same contractual relationship. In the case of defects in performance, the customer’s rights under Section 320 BGB remain unaffected; however, the customer may only withhold payments to an extent that is reasonable in relation to the defects that have occurred.
Retention of title for tangible deliveries: Insofar as Flexcode, by way of exception, supplies physical items or data carriers, these remain the property of Flexcode until full payment of the purchase price. Resale prior to transfer of ownership is only permitted with Flexcode’s consent.
7. Rights of Use to Work Results and Intellectual Property
Reservation of rights by Flexcode: Unless expressly agreed otherwise in writing in the individual case, Flexcode retains all copyrights, ownership rights and other intellectual property rights to the work results created by Flexcode (software code, developments, documentation, concepts, training materials, etc.). This also applies if individual results were created in cooperation with the customer or are based on the customer’s specifications. Until full payment of the agreed remuneration, all rights to the results remain exclusively with Flexcode; prior to full payment, the customer only receives a revocable right of use.
Granting rights of use: After full payment of the remuneration owed and subject to deviating agreements, Flexcode grants the customer a simple (non-exclusive), geographically and temporally unrestricted right of use to the works and services created under the contract. This right of use entitles the customer to use the work results for its own internal business purposes. Transfer, sublicensing, publication or any other provision of the work results to third parties is not permitted unless expressly agreed otherwise. In particular, the customer is not entitled to reproduce Flexcode-delivered software or modules (beyond the contractually permitted use), decompile them (except in cases permitted by law) or otherwise exploit them outside of the intended internal use.
Open source and third-party software: Insofar as Flexcode implements or integrates open-source software or other third-party software on behalf of the customer, the respective license conditions of the rights holders have priority for these components. Flexcode will inform the customer about the use of any open-source components and the applicable license conditions. Rights to standard software products of third-party providers that are supplied or licensed by Flexcode remain with the respective providers; the customer receives the agreed rights of use to such software to the extent permitted by the licensor.
Know-how and reuse: Flexcode remains entitled to reuse general knowledge, ideas, concepts, processes or techniques that it has developed or used in the course of providing services, for other projects and customers, provided that no confidential information of the customer is disclosed. No exclusive development know-how is created solely for the customer through the contract unless the transfer of such rights is individually agreed.
Protection against unauthorized use: If the customer uses Flexcode’s services beyond the contractually agreed scope or unlawfully provides them to third parties, this shall be deemed an infringement of the rights of use. In such cases, Flexcode is entitled to demand appropriate compensation from the customer for additional use and to claim damages for any further losses.
8. Special Provisions for SaaS Services
This section applies where Flexcode provides software for use via the internet as Software-as-a-Service (SaaS). Flexcode’s SaaS services may include, for example, cloud-based provision of Odoo modules or other software solutions.
Provision via the internet – no right to local installation: The use of the SaaS software is exclusively by remote access via the internet. Flexcode is not obliged to install the software in the customer’s IT environment. The customer only needs a compatible device and internet access to use the SaaS services; there is no entitlement to delivery of the software source code or an installable copy.
Availability of SaaS services: Flexcode strives for the high availability of its SaaS services. Unless otherwise agreed, Flexcode guarantees availability of 99% on a monthly average for the SaaS application. Planned maintenance windows and outages beyond Flexcode’s control (e.g. technical conditions of the internet, power failures, force majeure) are excluded from this availability commitment. Flexcode will, where possible, perform maintenance work that may lead to downtime outside regular business hours and will notify the customer in advance of planned maintenance windows.
Scope of SaaS services: The SaaS service includes provision of the agreed software functionalities in the current version, operation of the application on a suitable server system, storage of customer data and basic technical support. Flexcode is entitled to implement updates, upgrades and improvements to the SaaS software in order to ensure security and functionality. In doing so, Flexcode will endeavor not to significantly restrict the contractually assured main functionalities.
Areas of responsibility: Flexcode’s responsibility extends to provision of the software up to the transfer point (gateway of the data center/cloud server). The internet connection and the maintenance of the customer’s devices and network infrastructure are the customer’s responsibility. Limitations or impairments of the SaaS services caused within the customer’s sphere (e.g. insufficient internet bandwidth, local hardware problems) or outside Flexcode’s control do not affect the contractual conformity of Flexcode’s SaaS services.
Support for SaaS: Flexcode will handle disruptions of SaaS services promptly within the framework of existing support agreements. The customer is obliged to report disruptions or errors in as detail as possible (see cooperation duties). Agreed response and recovery times (e.g. in a Service Level Agreement) apply only if expressly agreed.
Data backup for SaaS: Flexcode performs regular backups of customer data stored on the SaaS systems in order to prevent data loss within its sphere of responsibility. Nevertheless, the customer is encouraged to perform his own backups of important data where technically possible and reasonable (e.g. using export functions). In the event of data loss in the SaaS environment for which Flexcode is responsible, Flexcode will restore the data from the most recent backup free of charge; further claims, particularly for additional damages, are excluded in such a case unless mandatory liability applies.
SaaS and data processing on behalf of the customer: In the course of providing SaaS services, Flexcode may process personal data on behalf of the customer (see data protection in Section 12). Flexcode ensures compliance with applicable data protection laws and will conclude a data processing agreement with the customer. After termination of the contract, the customer has the opportunity to export its data from the SaaS solution within a specified period (typically 30 days); thereafter Flexcode will delete the customer data unless statutory retention obligations prevent deletion (see also Section 12).
9. Service Times, Support and Additional Costs
Regular business hours: Flexcode generally provides services during its regular business hours unless otherwise agreed. Flexcode’s regular business hours are Monday to Friday from 9:00 to 17:00 (CET), excluding public holidays in Germany. Within these hours, support and services are typically available. Response times: Any agreed response or processing times for support requests refer to requests submitted during business hours.
Services outside business hours: Activities requested by the customer outside regular business hours (e.g. evenings after 17:00, weekends or public holidays) require a separate agreement. In such cases, Flexcode may charge an adequate surcharge on standard rates. A guideline for such surcharges is, for example, a 40% mark-up for work performed outside 17:00–8:00. The exact surcharge is agreed individually or is based on Flexcode’s current price list.
Emergency and on-call services: If the customer requires emergency support or on-call services outside business hours (e.g. 24/7 hotline), a separate support contract and additional remuneration arrangement are required. Without such an agreement, the customer has no claim to immediate fault rectification outside business hours. However, Flexcode will use reasonable efforts to provide support in urgent cases outside core hours, subject to personnel and technical capacity (possibly with the above-mentioned surcharge).
Travel time and expenses: If services are to be provided on-site at the customer’s premises, travel time and travel expenses are subject to separate remuneration unless otherwise stipulated in the contract. The conditions for this (e.g. mileage allowance, accommodation costs, per diem allowances) are set out in the offer or individual contract.
10. Limitations of Liability
Unlimited liability in certain cases: Flexcode is liable without limitation – i.e. for the full amount – for damages caused intentionally or through gross negligence by Flexcode, its legal representatives or vicarious agents. Flexcode is also fully liable for damages resulting from injury to life, body or health, for the assumption of an express guarantee or in cases of fraudulent concealment of a defect, as well as in cases of mandatory liability under the German Product Liability Act.
Liability for simple negligence: For damages caused by simple (slight) negligence, Flexcode is only liable in the event of breach of essential contractual obligations (so-called cardinal obligations). Essential contractual obligations are those whose fulfilment is necessary for the proper performance of the contract and on whose observance the customer may regularly rely. In such cases, i.e. in the event of slightly negligent breach of a cardinal obligation, Flexcode’s liability is limited to the typical, foreseeable loss under the contract. Any further liability for slight negligence (especially for non-essential obligations) is excluded.
Exclusions of liability: In all cases other than those mentioned above, Flexcode’s liability – regardless of the legal basis – is excluded to the extent permitted by law. In particular, Flexcode is not liable for lost profits, missed savings, indirect damage or consequential damages that are not sustained on the delivered performance itself, unless one of the aforementioned liability cases applies.
Liability for data loss: In the event of data loss, Flexcode is only liable for the restoration effort that would have been required if the customer had properly and regularly backed up the data. In other words: if a data loss for which the provider is responsible occurs, Flexcode is only liable to the extent that the damage would not have been avoided even with proper data backup by the customer. Flexcode assumes no liability for data loss attributable to the customer (e.g. due to incorrect operation or inadequate backup measures).
Limitation periods: Contractual claims for damages of the customer against Flexcode become time-barred 12 months after the statutory commencement of the limitation period. This does not apply to claims based on intentional conduct, tort or in cases of unlimited liability as defined above – in such cases the statutory limitation periods apply.
Contributory negligence: If the customer has contributed to the occurrence of damage through its own conduct (breach of duties to cooperate, delayed notice of defects, improper handling, etc.), any claim for damages by the customer may be reduced in accordance with Section 254 BGB (contributory negligence).
11. Amendments to these GTC
Right to amend: Flexcode reserves the right to amend or supplement these General Terms and Conditions with effect for the future. Amendments may be made, for example, to reflect changes in the legal framework, expansions of the service offering or organizational requirements. Procedure: Amended GTC will be communicated to the customer in text form (e.g. by email to the address provided by the customer or via other appropriate means) no later than 4 weeks before their intended effective date.
Deemed consent: If the customer does not object to the amendments in text form (e.g. by email or letter) within 2 weeks after receipt of the amendment notice, the amended GTC shall be deemed accepted by the customer. Flexcode will specifically draw the customer’s attention to this consequence in the amendment notice.
Customer’s objection: If the customer objects within the stated period, the proposed amendments do not become part of the contract. In this case, both parties have the right to terminate the relevant contract (or ongoing business relationship) as of the date on which the GTC amendment was intended to enter into force, provided that continuation of the contract under the previous terms is not reasonable or envisaged for Flexcode. Until termination, the original GTC remain in force unchanged.
Form of amendments: Amendments and additions to these GTC require text form unless they are carried out under the procedure described above. Individual agreements between Flexcode and the customer always take precedence over these GTC (Section 305b BGB).
12. Data Protection and Confidentiality
Compliance with the GDPR: Flexcode processes personal data of the customer exclusively in accordance with applicable data protection laws, in particular the EU General Data Protection Regulation (GDPR). Insofar as Flexcode processes personal data on behalf of the customer in the course of providing services (e.g. for remote maintenance, hosting or SaaS), Flexcode acts solely on the instructions of the customer as a processor within the meaning of Art. 28 GDPR. Before commencing data processing, Flexcode and the customer will conclude a data processing agreement (DPA) defining the details of data processing, security measures and responsibilities. Flexcode undertakes to implement appropriate technical and organizational measures to protect the customer’s data against unauthorized access, loss or misuse. Personal data of the customer is processed by Flexcode only for contractually agreed purposes and not disclosed to third parties unless this is necessary for performance of the contract or required by law.
Data ownership and deletion: All data provided by the customer or processed on its behalf remain the property of the customer. From a data protection perspective, the customer remains the controller for personal data. Flexcode will delete or return personal data processed on behalf of the customer in accordance with the customer’s instructions and at the latest upon termination of the contract, unless statutory retention obligations prevent deletion. Upon request, Flexcode will confirm deletion in writing. Further information on how personal data is handled can be found in Flexcode’s privacy policy.
Confidential information: Both parties undertake to treat as strictly confidential all confidential information of the other party disclosed in connection with the preparation and execution of the contractual relationship. Confidential information includes, in particular, business and trade secrets, technical information, customer data, contents of agreements and other non-public information. Such information may not be disclosed to third parties or used outside the contractual purpose without the prior written consent of the disclosing party. The obligation of confidentiality continues beyond termination of the contract. Excluded from this obligation is information that is demonstrably public knowledge or becomes public without breach of this agreement, as well as information which a party is required to disclose by law or court/administrative order (in the latter case, the other party shall be informed without undue delay and to the extent permitted by law).
13. Special Provisions for Contracts for Work and Services
(This section applies in addition where Flexcode concludes a contract for work and services with the customer for the creation of specific work (e.g. software, module, specific implementation). In case of doubt, the following provisions only apply insofar as the service qualifies as a contract for work and services within the meaning of Section 631 BGB.)
Acceptance of the work: For services subject to the law on contracts for work and services, the customer is obliged to accept the work produced in accordance with the contract. Flexcode will notify the customer of completion and readiness for acceptance once the service has been rendered and tested. The customer must then promptly, but no later than 10 working days after receipt of the notice of completion, inspect the work and either declare acceptance or report any defects in writing, specifying the issues. If the customer neither declares acceptance nor reports defects within this period, the work shall be deemed accepted, provided there is no material defect. Flexcode may again draw the customer’s attention to this consequence in the acceptance request. If the customer uses the work productively before formal acceptance, this shall also be deemed acceptance of the work unless otherwise agreed.
Partial acceptances: Flexcode is entitled to request partial acceptance for self-contained partial services or project phases. Partial acceptance may in particular be agreed for larger projects according to defined milestones. The provisions on acceptance apply accordingly to partial acceptances. Upon successful partial acceptance, the corresponding partial service is deemed to have been rendered in accordance with the contract; remaining residual work or defect rectification in later phases remains unaffected.
Warranty claims (defects): For accepted works, Flexcode provides warranty (Gewährleistung) within the statutory provisions with the following modifications:
• Notification of defects: The customer must report any material or legal defects in writing within 7 working days after acceptance (or, in the case of hidden defects, after their discovery) in order to preserve its warranty rights. If the customer fails to give timely notice of defects, the statutory consequences apply (Sections 377, 381 of the German Commercial Code (HGB) in the case of commercial transactions remain unaffected).
• Subsequent performance (remedy): Flexcode is initially entitled to subsequent performance, i.e. at its own discretion to rectify the defect or provide new work (replacement delivery). The customer shall grant Flexcode a reasonable period of time for this. In the event of a defect, Flexcode has at least two attempts at subsequent performance before the customer’s further warranty rights apply, unless this is unreasonable due to the nature of the defect or other circumstances.
• Withdrawal/reduction: If subsequent performance ultimately fails, is unreasonably delayed for the customer or is refused by Flexcode, the customer may – without prejudice to any claims for damages – withdraw from the contract or reduce the remuneration (Sections 634 no. 3, 323, 326 BGB). In the case of only minor defects, withdrawal is excluded; in such cases the customer is limited to a reduction in the price.
• Limitation period: The limitation period for warranty claims (defects) is 12 months from acceptance of the work. This period does not apply in cases where Flexcode is liable without limitation (see liability limitations in Section 10); in such cases the statutory limitation periods apply. Longer statutory limitation periods in special cases (e.g. structures or fraud) remain unaffected.
• No contract for work for agile services: If a project is carried out using an agile methodology (e.g. Scrum) where the scope of services is defined iteratively, then – subject to an expressly deviating agreement – the relationship is generally deemed a service contract. Insofar as specific results are defined as subject to acceptance within the agile process, the above provisions on contracts for work and services (acceptance, warranty) may be agreed for such partial services.
• Transfer of ownership and delivery: If the contract for work and services covers the creation of physical items or data carriers (e.g. development of software on a data carrier), ownership thereof only passes to the customer upon acceptance and full payment. Until then, ownership remains with Flexcode. After acceptance and payment, Flexcode will hand over to the customer all documents, files and information required for use of the work.
• Additional services and change requests: If, after conclusion of the contract, the customer requests changes or additions to the agreed scope of services (change requests) that go beyond the agreed work performance, a new agreement (supplementary offer by Flexcode and acceptance by the customer) is required. Flexcode is not obliged to commence implementation of such changes until an agreement on the change has been reached. Time delays or additional costs arising from change requests are borne by the customer unless expressly agreed otherwise.
14. Final Provisions
Applicable law: German law shall apply exclusively, to the exclusion of the UN Convention on Contracts for the International Sale of Goods (CISG). Conflict-of-law provisions that refer to foreign law shall not apply.
Place of jurisdiction: If the customer is a merchant, a legal entity under public law or a special fund under public law, the exclusive place of jurisdiction for all disputes arising from the business relationship is the registered office of Flexcode (currently Düsseldorf, Germany). However, Flexcode is also entitled to assert claims at the customer’s general place of jurisdiction, insofar as a different exclusive place of jurisdiction is not mandatory by law.
Place of performance: To the extent legally permissible, the place of performance for all mutual obligations under the contractual relationship is agreed to be Flexcode’s registered office.
Severability clause: Should any provision of these GTC be or become wholly or partially invalid, unenforceable or void, the validity of the remaining provisions shall not be affected. In place of the invalid provision, the statutory provision that most closely reflects the economic purpose of the invalid provision shall apply. The same applies to any loopholes.
Priority of individual agreements: Individual contractual agreements (including any service level agreements, service descriptions or offers by Flexcode) concluded between Flexcode and the customer take precedence over these GTC insofar as they conflict with them (Section 305b BGB).
Written/text form: Legally relevant declarations and notifications to be submitted by the customer to Flexcode or a third party (e.g. notices of defects, setting of deadlines, reminders, declarations of withdrawal) must be submitted in text form (e.g. by email), unless a stricter form is required by law. Amendments or supplements to the contract (including these GTC) must be in text form to be valid, unless another form requirement applies.
Status of the GTC: These GTC enter into force on 01/04/2025 and apply until further notice.