General Terms and Conditions
Last updated: 28 September 2026
This English version is provided for information only. Only the German version is legally binding.
§ 1 Scope
1. These General Terms and Conditions (GTC) apply to all contracts between Nucez Software, owner Bjarne Arik Fomferra, Im Windfeld 36, 32130 Enger, Germany (hereinafter "Provider"), and its customers (hereinafter "Customer") for software development, web and app development, web design, consulting, concept work, hosting and operations, and for the provision of the Provider's own software products.
2. The Provider's offer is directed exclusively at entrepreneurs within the meaning of Section 14 of the German Civil Code (BGB), legal entities under public law and special funds under public law. No contracts are concluded with consumers within the meaning of Section 13 BGB.
3. Deviating, conflicting or supplementary terms of the Customer only become part of the contract if the Provider expressly agrees to them in text form. This also applies if the Provider performs services without reservation while aware of such terms.
4. Individual agreements, in particular in the quote, the concept or a service description, take precedence over these GTC.
§ 2 Conclusion of contract
1. Content on the website is non-binding and does not constitute an offer in the legal sense. Requests by the Customer, for example via the contact form, are not yet a contractual offer either.
2. Unless stated otherwise, the Provider's quotes are valid for 30 days from the date of the quote.
3. The contract is concluded when the Customer accepts a quote from the Provider in text form (for example by email) or via the Provider's client portal, at the latest when performance begins at the Customer's request.
4. An effort estimate given by the Provider before a concept phase is a non-binding estimate. Only a quote expressly designated as a fixed price is binding.
§ 3 Scope of services and types of contract
1. The type and scope of services result from the respective quote and the documents referred to in it, in particular a concept or a service description.
2. Consulting, strategy and concept work are provided as services. The Provider owes the professional performance of the service, not a specific economic result. The result of a concept phase are the documents named in the quote, such as a written concept, wireframes or a clickable prototype, a data model and a quote for the build.
3. The development of custom software, websites, web applications, apps, plugins and interfaces is carried out as a contract for work, unless expressly agreed otherwise.
4. Hosting, maintenance and operations are continuing obligations and are additionally governed by § 9.
5. Larger projects can be carried out in stages. Each stage is described in the quote and can be accepted and invoiced separately. After each stage the Customer decides whether and how the project continues, unless agreed otherwise.
6. The Provider may use qualified subcontractors and partners to perform the services, for example as a backup in case of absence or for photography. The Provider remains responsible to the Customer for the service.
§ 4 Change requests
1. If the Customer wishes to change or extend the agreed scope of services after conclusion of the contract, the Provider checks the effects on effort, price and deadlines and informs the Customer in text form.
2. Changes are only implemented after the Customer's approval in text form. Additional effort is paid according to the agreed hourly rates or, in the absence of an agreement, the Provider's usual hourly rates.
3. Minor adjustments that are expressly agreed as included within ongoing support remain unaffected.
§ 5 Customer's obligations to cooperate
1. The Customer supports the Provider in performing the services. In particular, the Customer provides the necessary information, content (texts, images, logos), access data, test data and interface documentation in good time and in full, and names a contact person authorized to make decisions.
2. The Customer ensures that it holds the necessary rights to all content it provides to the Provider and that its use does not infringe the rights of third parties. The Customer indemnifies the Provider against claims by third parties based on a breach of this obligation, provided the Customer is responsible for the breach.
3. Where services interfere with systems of the Customer or third parties, for example a JTL-Wawi, an online shop or a database, the Customer ensures an up-to-date backup before work begins, unless the Provider has taken over backups under an operations contract.
4. If the Customer does not fulfil its obligations to cooperate, or not in time, agreed deadlines are postponed appropriately. The Provider may charge separately for additional effort caused by this.
§ 6 Deadlines
1. Deadlines are only binding if they have been expressly agreed as binding in text form.
2. Delays caused by force majeure or by circumstances for which the Provider is not responsible, such as failures of third-party providers, disruptions at data centers or missing cooperation by the Customer, extend deadlines by the duration of the hindrance plus a reasonable start-up period.
§ 7 Acceptance
1. Works are accepted by the Customer after completion, and when carried out in stages after completion of the respective stage. The Provider notifies the Customer of completion in text form.
2. The Customer reviews the work within 14 days of notification of completion and declares acceptance or reports identified defects in a comprehensible manner in text form.
3. The work is deemed accepted if the Customer neither declares acceptance nor reports material defects within this period, or if the Customer uses the work productively, for example publishes a website or uses an application in daily operation. The Provider points out this consequence in the notification of completion.
4. Minor defects do not entitle the Customer to refuse acceptance. They are remedied under the warranty.
§ 8 Prices and payment
1. All prices are net plus the applicable statutory value added tax.
2. Fixed prices apply to the scope of services described in the quote. Services based on effort are invoiced according to the agreed hourly or daily rates.
3. When work is carried out in stages, the Provider may invoice each stage after its completion. For larger projects, a reasonable down payment upon placing the order can be agreed.
4. Ongoing services, in particular hosting, maintenance, operations and software licenses, are invoiced monthly or annually in advance, as agreed.
5. Third-party costs incurred for the Customer, such as domains, servers, licenses, plugins or fonts, are invoiced separately unless expressly included in the price.
6. Invoices are payable without deduction within 14 days of the invoice date. Invoices may be sent electronically.
7. If the Customer is in default of payment, the statutory provisions apply, in particular default interest of nine percentage points above the base interest rate and a lump-sum default charge under Section 288(5) BGB. For ongoing services, the Provider may, after prior notice with a reasonable deadline, withhold the services until outstanding claims are settled.
8. The Provider may adjust prices for ongoing services with six weeks' notice to the start of a billing period. In this case the Customer may terminate the affected contract as of the date the price change takes effect.
9. The Customer may only set off claims that are undisputed or have been finally established by a court.
§ 9 Hosting, maintenance and operations
1. The Provider does not operate its own data center. Hosting services are provided via established providers with servers located in Germany, currently in particular Hetzner and IONOS. The Provider sets up the environment, secures it and looks after it to the agreed extent.
2. Where agreed, support includes in particular installing updates and security patches, monitoring availability, regular backups with verification of restorability, and minor changes within the scope described in the quote.
3. The agreed response times apply to incidents. Unless agreed otherwise, the Provider starts working on critical incidents that significantly impair operations within four hours of notification, and on other requests within one business day. Response times describe the start of work, not the resolution of the incident.
4. Uninterrupted availability cannot be guaranteed. Availability commitments do not cover, in particular, announced maintenance work and disruptions outside the Provider's sphere of influence, for example at the data center operator, on the internet or through third-party attacks.
5. The Customer is responsible for the content it stores or publishes via the hosted systems. The Provider may temporarily block content or access if there are specific indications of unlawful content, misuse or a threat to the systems. The Customer is informed of this without delay.
6. Unless agreed otherwise, hosting and operations contracts are concluded for an indefinite period and can be terminated by either party with one month's notice to the end of a month in text form.
7. After the end of the contract, the Provider makes the Customer's data and content available on request in a common format and assists with a migration against payment based on effort. The Provider may delete data that is not requested within 30 days after the end of the contract.
§ 10 Rights to work results
1. Upon full payment of the respective remuneration, the Customer receives the exclusive right, unlimited in time and territory, to use, reproduce, edit and pass on the work results created individually for the Customer, in particular source code, documentation, concepts and designs, in all known types of use. Until full payment, use is permitted on a revocable basis.
2. The Provider hands over the source code, the repository and the documentation after acceptance and full payment.
3. The following are excluded from paragraph 1:
- general tools, libraries, templates and program components that the Provider developed independently of the order or uses in several projects. The Customer receives a simple right of use unlimited in time for these, to the extent necessary to use the work results;
- open-source software and third-party components. Their respective license terms apply;
- the Provider's own products, such as NZ GEO Visibility or NexoVirt. § 11 applies to these.
4. The Provider may show the project as a reference on its website and in presentations, naming the Customer and using images, unless the Customer objects. Confidential information is not disclosed. At the Customer's request, the project is shown anonymously.
§ 11 Own software products and licenses
1. For the Provider's own software products, in particular the NZ GEO Visibility plugin for JTL-Shop and related add-on modules, the Customer receives a simple, non-transferable and non-sublicensable right of use for the number of installations named in the quote or license, such as shops or domains, and for the agreed term.
2. During the license term, the Provider provides updates to the extent offered. There is no entitlement to specific new features.
3. The Customer may not pass on, rent out or make the software publicly available to third parties, and may not decompile or modify it, unless expressly permitted under Sections 69d and 69e of the German Copyright Act (UrhG). License keys must be kept confidential.
4. Requirements for use, such as supported versions of JTL-Shop and PHP, result from the respective product description. The Provider assumes no warranty for errors caused by unsupported environments or by changes made by the Customer or third parties.
5. Unless agreed otherwise, licenses with a fixed term are renewed for the respective term unless terminated in text form with one month's notice to the end of the term.
§ 12 Warranty
1. The statutory provisions apply to works, subject to the following. In the event of defects, the Provider first provides subsequent performance at its choice by remedying the defect or producing a new work. If subsequent performance fails, the Customer is entitled to the further statutory rights.
2. The Customer reports defects in text form with a comprehensible description, where possible with details on how to reproduce them.
3. Claims for defects become time-barred twelve months after acceptance. This does not apply to claims based on intent, fraudulent concealment, injury to life, body or health, a guarantee or the Product Liability Act. In these cases the statutory periods apply.
4. There is no defect if a malfunction results from the Customer or third parties having changed the work results without the Provider's consent, from the work being used in an environment that was not agreed, or from third-party systems changing after acceptance, for example through new versions of JTL-Wawi, JTL-Shop, PHP, operating systems or third-party interfaces. Adapting to such changes is a separate, paid service unless agreed under a support contract.
5. For services, in particular consulting and concept work, there are no claims for defects within the meaning of the law on contracts for work. The Provider performs these services with the care of a prudent businessperson.
§ 13 Liability
1. The Provider is liable without limitation for intent and gross negligence, for injury to life, body or health, under the Product Liability Act and to the extent of any guarantee given.
2. In the case of slight negligence, the Provider is only liable for breach of an essential contractual obligation whose fulfilment makes proper performance of the contract possible in the first place and on whose compliance the Customer may regularly rely (cardinal obligation). In this case liability is limited to the typical, foreseeable damage.
3. For loss of data, the Provider is only liable in the case of slight negligence up to the effort that would have been necessary for recovery with proper and regular backups. This does not apply if the Provider has taken over backups under an operations contract.
4. Otherwise, liability is excluded. The above limitations also apply in favor of the Provider's vicarious agents and subcontractors.
§ 14 Confidentiality
1. Both parties treat all confidential information of the other party that becomes known to them in the course of the cooperation, in particular trade secrets, access data, customer data and source code, as confidential and use it only to perform the contract.
2. This obligation does not apply to information that is or becomes publicly known without a breach of duty, or that must be disclosed due to legal obligations.
3. The obligation of confidentiality continues after the end of the contract.
§ 15 Data protection
1. Both parties comply with the applicable data protection regulations.
2. Where the Provider processes personal data on behalf of the Customer as part of the services, for example in hosting or when accessing customer databases, the parties conclude a data processing agreement under Art. 28 GDPR.
3. Information on the processing of personal data by the Provider can be found in the privacy policy on the website.
§ 16 Term and termination
1. Contracts for work end with full performance of the agreed services. If the Customer terminates a contract for work before completion, Section 648 BGB applies. The Provider may claim remuneration for the services performed up to that point and, for services not performed, the agreed remuneration less saved expenses.
2. For continuing obligations, the terms and notice periods from the quote apply, supplemented by § 9(6) and § 11(5).
3. The right of both parties to terminate for good cause remains unaffected. Good cause for the Provider exists in particular if the Customer is in default of payment for at least two months.
4. Terminations must be in text form.
§ 17 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. To the extent permitted by law, the exclusive place of jurisdiction for all disputes arising from the contractual relationship is the Provider's place of business. The Provider may also sue the Customer at the Customer's place of business.
3. Changes and additions to the contract must be in text form. This also applies to waiving this text form requirement.
4. The Provider may change these GTC with effect for ongoing continuing obligations. The Provider notifies the Customer of changes in text form at least six weeks before they take effect. If the Customer does not object within this period, the changes are deemed accepted. The Provider specifically points out this consequence in the notification. If the Customer objects, either party may terminate the affected contract as of the date the change takes effect.
5. Should individual provisions of these GTC be or become invalid, the validity of the remaining provisions remains unaffected. The statutory provision takes the place of the invalid provision.
6. The German version of these GTC is authoritative. Translations are for information only.