1. Provider
Business Operation Service GmbH
Waldfriedhofstr. 113
81377 Munich
Germany
Email: info@alphacore.art
VAT ID: DE455428411
Register court: Local Court of Munich (Amtsgericht München)
Hereinafter “Contractor”.
2. Scope
2.1 These terms apply to all contracts for software development, consulting and support services provided by the Contractor under the brand alphacore.art.
2.2 These terms apply exclusively to entrepreneurs within the meaning of § 14 BGB, legal entities under public law and special funds under public law. Contracts with consumers within the meaning of § 13 BGB are not concluded on this basis.
2.3 Deviating, conflicting or supplementary terms of the Client become part of the contract only if the Contractor expressly agrees to them in text form.
2.4 Individual agreements take precedence over these terms.
3. Formation of contract
3.1 Descriptions of services on alphacore.art are not binding offers but invitations to enquire.
3.2 A contract is formed by written or text-form order confirmation by the Contractor or by the Client countersigning an offer.
3.3 Unless stated otherwise, offers remain valid for 30 days from the offer date.
4. Subject matter
4.1 The service is defined solely by the offer’s service description.
4.2 Where a specific work result is owed, German work contract law applies. Where services are provided on a time-and-materials basis (consulting, ongoing support, capacity), service contract law applies; a specific commercial success is not owed in that case.
4.3 Effort estimates are non-binding unless expressly designated as a fixed price.
4.4 The Contractor may use subcontractors; responsibility towards the Client remains unaffected.
5. Client duties to cooperate
5.1 The Client shall timely provide all information, content, access, test data and environments required for performance and name a decision-making contact.
5.2 The Client warrants it holds all necessary rights in materials provided and indemnifies the Contractor against third-party claims in this respect.
5.3 Delays caused by missing or late cooperation are not the Contractor’s fault; deadlines shift accordingly and extra effort is charged at the agreed rate.
6. Deadlines
6.1 Deadlines are binding only if expressly agreed as binding.
6.2 In cases of force majeure, third-party failures or infrastructure outages beyond the Contractor’s control, deadlines extend by the duration of the impediment.
7. Acceptance
7.1 For work results, the Contractor notifies completion. The Client inspects within 14 days and declares acceptance in text form.
7.2 Acceptance may not be refused for immaterial defects.
7.3 The work is deemed accepted if the Client does not reject it within the period stating at least one material defect, or if the Client puts it into productive use.
7.4 Partial deliverables may be accepted separately if agreed.
8. Fees and payment
8.1 The fee stated in the offer applies. Unless otherwise agreed, billing is time-and-materials at the applicable hourly rate. Prices are net plus statutory VAT.
8.2 For projects above EUR 5,000 net, the Contractor may request progress payments.
8.3 Invoices are due within 14 days of receipt without deduction.
8.4 In case of default, statutory default interest applies. The Contractor may withhold further services until outstanding amounts are paid.
8.5 Travel, licence, hosting and other third-party costs are charged separately if pre-agreed.
9. Rights of use
9.1 The Client receives a non-exclusive, spatially and temporally unlimited right to use results created specifically for it for the contractual purposes. Exclusive rights require a separate text-form agreement.
9.2 Grant of rights is subject to full payment of the agreed fee.
9.3 The Contractor remains free to reuse generic components (libraries, frameworks, tools, methods, generic building blocks) that do not embody the Client’s individual requirements.
9.4 Third-party components, including open source, are subject to their licences. The Client is responsible for ongoing compliance.
9.5 Source code is only delivered if agreed.
10. Warranty
10.1 For work contracts, statutory defect rights apply with the following modifications.
10.2 The Contractor shall first provide subsequent performance. If it fails twice, the Client may exercise statutory rights.
10.3 Claims for defects expire twelve months after acceptance, except in cases of intent, gross negligence, fraudulent concealment, or injury to life, body or health.
10.4 Software cannot be created completely free of defects according to the state of the art. A defect exists only if the agreed quality is more than insignificantly impaired.
10.5 No warranty applies for defects caused by Client/third-party modifications, improper use, faulty Client data or environment changes.
11. Liability
11.1 Unlimited liability applies for intent and gross negligence, injury to life, body or health, fraudulent concealment, guarantees and product liability law.
11.2 For slight negligence regarding essential contractual duties, liability is limited to the typical foreseeable damage.
11.3 Otherwise liability for slight negligence is excluded.
11.4 For data loss, liability is limited to the effort that would have been required for restoration given proper regular backups by the Client.
11.5 These limitations also benefit legal representatives, employees and agents of the Contractor.
12. Confidentiality
12.1 Both parties keep non-public information confidential and use it only for performing the contract, including after termination.
12.2 Where the Contractor processes personal data on behalf of the Client, the parties conclude a data processing agreement under Art. 28 GDPR.
13. References
The Contractor may name the Client (company and logo) and a general project description as a reference, including on alphacore.art. The Client may object at any time in text form. Confidential details will not be disclosed.
14. Term and termination
14.1 Ongoing support contracts may be terminated by either party with four weeks’ notice to the end of a month, unless otherwise agreed.
14.2 Extraordinary termination for good cause remains unaffected.
14.3 If the Client terminates a work contract under § 648 BGB, the Contractor retains the claim to the agreed fee less saved expenses.
14.4 Terminations require text form.
15. Final provisions
15.1 German law applies, excluding the UN Convention on Contracts for the International Sale of Goods.
15.2 Exclusive venue is Munich where the Client is a merchant, legal entity under public law or special fund under public law.
15.3 The Contractor is neither willing nor obliged to participate in consumer arbitration.
15.4 If any provision is invalid, the remaining provisions remain effective.
15.5 Amendments require text form, including this clause.
15.6 The German version of these terms prevails.