General Terms and Conditions

§ 1 Scope and Contracting Parties

(1) These General Terms and Conditions apply to contracts for IT development and IT consulting between Osieka / Röber GbR, trading as “Null One Dev”, Kantstr. 152, 10623 Berlin, Germany, represented by Franziska Osieka and Carl Röber, email: c.roeber@null-one.dev (hereinafter the “Provider”), and its customers. They apply to consumers and entrepreneurs unless a provision expressly restricts its scope of application.

(2) A consumer is any natural person who enters into a legal transaction for purposes that are predominantly outside their trade, business or self-employed profession. An entrepreneur is a natural or legal person or a partnership with legal capacity who or which, when concluding the contract, acts in the exercise of their trade, business or self-employed profession.

(3) Individual agreements take precedence over these GTC. In relation to entrepreneurs, deviating terms and conditions of the Customer only become part of the contract if the Provider consents to their validity. The version incorporated at the time the contract is concluded applies to the respective contract; later amendments do not automatically apply to existing contracts.

(4) These GTC govern project-based development, consulting and automation. Contracts for ongoing hosting, SaaS, stand-alone maintenance subscriptions or the sale of hardware require supplementary agreements tailored to the respective service.

§ 2 Conclusion of the Contract and Contract Documents

(1) The presentation of the services on null-one.dev constitutes an invitation to make contact. An enquiry via the contact form or by email, as well as a mere confirmation of receipt, does not yet give rise to a chargeable order.

(2) The Provider submits an offer containing a description of services and the remuneration. The contract is concluded upon the Customer’s acceptance of the offer, corresponding to its content, within the binding period stated therein. Amendments or additions in the declaration of acceptance require the Provider’s consent. The statutory rules on the conclusion of contracts and the precedence of individual agreements remain unaffected.

(3) Before the contract is concluded, the Customer receives the GTC and the description of services in a storable form. Consumers are additionally provided with the pre-contractual information required by law and, where applicable, the relevant information on the right of withdrawal together with the model withdrawal form.

(4) For distance contracts with consumers, the Provider makes the contract confirmation, including the content of the contract, available on a durable medium, for example by email as a PDF, within a reasonable period after conclusion of the contract and at the latest before performance of the service begins. For off-premises contracts, the statutory requirements regarding the copy and confirmation of the contract apply. In the case of digital content, any required consents and acknowledgements relating to early commencement are recorded in the contract confirmation.

(5) The language of the contract is German, unless another contract language is agreed. The Customer can save the documents transmitted. A permanently accessible online contract archive is provided only if this has been expressly agreed.

§ 3 Scope of Services and Deadlines

(1) The nature, scope and result of the services owed are set out in the offer and the description of services. These specify, in particular, functions, interfaces, supported environments and versions, deliverables, test criteria, handover and, where applicable, agreed requirements regarding performance, security and accessibility.

(2) In the case of pure consulting or support without an agreed specific result, the professional performance of the activity is owed. Where the production of a specific functional result has been agreed, that result is owed. Billing on the basis of time spent does not in itself change the type of contract. For digital products supplied to consumers, the mandatory special statutory provisions additionally apply, in particular section 650 (2) of the German Civil Code (Bürgerliches Gesetzbuch – BGB) and sections 327 et seq. BGB.

(3) Binding dates for performance and provision are agreed in the offer. The Provider informs the Customer without undue delay of any identifiable delays and their effects. If a delay is due to a lack of agreed cooperation for which the Customer is responsible, the affected deadline is postponed only by the delay actually caused thereby plus a necessary and reasonable restart period. The Customer’s statutory rights in respect of delays remain unaffected.

(4) A specific economic success, a search engine ranking, a specific saving or approval by an app store is owed only if this has been agreed. Agreed quality characteristics and public statements about the characteristics of the service that are relevant under statutory law remain unaffected.

(5) Ongoing operation, monitoring, maintenance and additional feature development form part of the scope of services only where agreed. This does not restrict statutory rights in respect of defects or statutory update obligations.

§ 4 Rights of Use and Source Code

(1) Unless otherwise agreed, the Customer receives, subject to the condition precedent of full payment of the remuneration agreed for them, a non-exclusive right of use in the work results created for the Customer, unlimited in time and territory, to the extent of the agreed purpose of the contract. This right comprises the reproduction required for this purpose, operation, in the case of web projects making the work results available to the public, as well as adaptation and further development, including by third parties acting on the Customer’s behalf. In the case of separately agreed partial services that can be used independently and are remunerated separately, full payment for the respective partial service is decisive. Claims arising from other orders do not prevent the acquisition of rights. Paragraph (5) remains unaffected.

(2) Exclusive rights of use are granted only by separate agreement. Rights in pre-existing tools, libraries and general components remain with their respective rights holders; the Customer receives the rights in them that are required for the use of the work result in accordance with the contract.

(3) The handover of the project-specific source code, development files or a repository is owed only if it has been expressly agreed before conclusion of the contract or is later expressly commissioned as an addition. The parties should record the scope, format, time of handover and any additional remuneration in text form; individual agreements remain effective irrespective of their form. Without such an agreement, the software is provided in the agreed executable form or in another form suitable for use in accordance with the contract. The handover owed includes the set-up information and customer-owned accounts and access required for the agreed operation. Insofar as source code is a technically necessary component of this agreed provision, it is supplied to the extent required for this purpose. Mandatory statutory obligations and obligations to hand over or disclose arising from applicable third-party and open-source licences remain unaffected. Login credentials of other customers, internal development tools and non-transferable third-party accounts are not subject to handover.

(4) Third-party software and open-source components are documented together with their applicable licence terms and required notices. Usage restrictions or recurring third-party costs that are material to the purpose of the contract are communicated to the Customer before the contract is concluded. Components proposed at a later stage that restrict the agreed use or give rise to additional costs require the Customer’s consent. The Provider remains responsible for the overall performance it owes in accordance with the contract. Mandatory statutory rights of use remain unaffected.

(5) Prior to the final acquisition of rights pursuant to paragraph (1), the Customer receives, from the time of provision, a provisional non-exclusive right of use to the extent required for the agreed testing, acceptance or use in accordance with the contract until the final acquisition of rights. Insofar as the Customer justifiably withholds payments on the basis of statutory rights of retention or rights to refuse performance, this provisional right of use continues to exist. It cannot be terminated solely on account of such justified withholding. Nor does the reservation pending payment otherwise entitle the Provider to withdraw the provisional use at its discretion; this requires that the statutory conditions for suspending performance or terminating the contract are met. The Customer’s statutory rights relating to payment and defects, as well as rights of use arising directly from third-party or open-source licences, remain unaffected.

§ 5 Remuneration and Additional Costs

(1) The remuneration is calculated as a fixed price or on the basis of the time spent, as set out in the offer, at an agreed hourly or daily rate. Where billing is based on time spent, the invoice contains a comprehensible breakdown of services and time. Estimates are marked as such; expressly agreed price caps are binding.

(2) For consumers, total prices are stated including all applicable taxes and unavoidable price components. Where a total price cannot reasonably be calculated in advance, the basis of calculation and, where applicable, any additional costs are stated before the contract is concluded. For entrepreneurs, the net or gross price agreement clearly indicated in the offer applies. VAT is shown and charged only where it is payable by law.

(3) Travel expenses, outlays and third-party services subject to a charge are charged additionally only if their scope and basis of calculation have been agreed in advance. Before an agreed price cap is foreseeably exceeded, the Provider obtains the Customer’s consent. In the absence of agreement, no chargeable additional services exceeding the price cap are commissioned; existing performance obligations remain unaffected.

§ 6 Payment and Default

(1) Payment is made by bank transfer to the account stated in the invoice, unless another means of payment has been agreed. The invoice number should be stated as the payment reference.

(2) The remuneration falls due 14 calendar days after receipt of a verifiable invoice, but not before the service has been rendered or, where periodic billing has been agreed, not before the end of the respective billing period. In the case of contracts to produce a work, acceptance takes the place of this performance event; in the case of consumer contracts pursuant to section 650 (2) BGB, the provision of the digital product does. If the invoice is received before the relevant performance event, the fourteen-day payment period begins only upon that event. Statutorily permissible payments on account and valid separate payment agreements remain unaffected.

(3) Statutory rights of retention, rights to refuse performance and rights of set-off remain unaffected. Whether default occurs is governed by statutory law. During default, the statutory interest rate is five percentage points above the basic rate of interest in relation to consumers and, for claims for payment arising from legal transactions to which no consumer is a party, nine percentage points above the basic rate of interest.

§ 7 Rights in Respect of Defects and Updates

(1) The statutory rights in respect of impaired performance and defects apply, including the statutory limitation periods. For work performed under a contract to produce a work, sections 633 et seq. BGB apply where applicable. For digital products supplied to consumers, the statutory rights regarding provision and defects under sections 327 et seq. BGB apply; section 650 (2) BGB remains unaffected. No general shortening of the limitation period for claims based on defects is agreed.

(2) The Customer should report errors in as comprehensible a manner as possible, stating the function affected, the system environment and the effects observed. Statutory claims are not excluded merely because a notification is incomplete or is not made without undue delay.

(3) Subsequent performance and further rights, in particular price reduction, rescission or termination of the contract, as the case may be, self-remedy where provided for by law, and damages, are governed by the respectively applicable statutory requirements. § 8 applies to damages. The Provider bears the costs of subsequent performance owed by law.

(4) In the case of digital products supplied to consumers, the Provider provides the updates, including security updates, that are necessary to maintain conformity with the contract and informs the consumer of them. In the case of continuous provision, this applies for the period of provision; otherwise, for the period that can be expected under statutory law given the type and purpose of the product and the circumstances of the contract. This obligation does not depend on the conclusion of an additional maintenance contract.

(5) Additional guarantees exist only to the extent of a guarantee declaration that has been given. The statutory rights in respect of defects continue to exist independently of this.

§ 8 Liability

(1) The Provider is liable without limitation for intent and gross negligence and for culpable injury to life, body or health. Liability under the German Product Liability Act (Produkthaftungsgesetz), other mandatory statutory liability, liability for the fraudulent concealment of a defect and liability under a guarantee assumed, to the extent of the guarantee declaration, remain unaffected.

(2) In the case of simple negligence, the Provider is liable for the breach of material contractual obligations, limited to the damage that is typical for the contract and foreseeable at the time the contract was concluded. Material contractual obligations are obligations whose fulfilment makes the proper performance of the contract possible in the first place and on whose fulfilment the Customer may regularly rely. Otherwise, liability for damage caused by simple negligence is excluded. Paragraph (1) remains unaffected.

(3) The above liability provisions also apply in favour of the Provider’s legal representatives and vicarious agents. The limitations of liability relate exclusively to claims for damages. Claims for performance and subsequent performance as well as statutory rights to price reduction, rescission or termination of the contract remain unaffected. Paragraphs (1) and (2) apply to damages resulting from deviations from an agreed quality; in particular, guarantees assumed, fraudulent intent and mandatory statutory liability under paragraph (1) remain unaffected.

(4) The same standards of liability apply to loss of data and business interruptions. Contributory fault on the part of the Customer is taken into account exclusively in accordance with the statutory provisions; a lack of data backups does not automatically result in an exclusion of liability. The Provider’s obligations to back up data or to carry out a secure migration remain unaffected.

§ 9 Right of Withdrawal for Consumers

(1) In the case of distance contracts and off-premises contracts, consumers are in principle entitled to a statutory right of withdrawal. Before the contract is concluded, the Provider separately provides the information on the right of withdrawal applicable to the respective subject matter of the contract and the model withdrawal form. Entrepreneurs are not granted a contractual right of withdrawal.

(2) The individual creation of software or of a website does not exclude the right of withdrawal merely because of its customisation. The early expiry of the right of withdrawal is subject to the differing statutory requirements for services and for digital content not supplied on a tangible medium, respectively.

(3) Consent to the commencement of performance before the end of the withdrawal period and the required acknowledgement are obtained separately where applicable. They are not replaced by consent to these GTC. Without the required declarations, the Provider begins the relevant service only after the withdrawal period has expired.

(4) If a distance contract is concluded via an online interface, the Provider provides the electronic withdrawal function required by law. Other means of withdrawal permitted by law remain available.

§ 10 Cooperation and Access

(1) The Customer provides the information, content, access and contact persons specified in the offer in good time, insofar as this is reasonable for the Customer and required for the agreed service. The Provider points out any lack of cooperation and its identifiable consequences.

(2) The Customer may provide content and data only insofar as the Customer is entitled to their agreed use. The Customer grants the Provider the rights of use required to perform the contract. No indemnification against third-party claims irrespective of fault is agreed. The Provider’s own duties to examine and to give notice remain unaffected.

(3) Both parties protect login credentials and limit permissions to the extent required for the service. Before any intervention in existing systems, they agree on backup, recovery and responsibilities. The Provider carries out data backups and migrations it has undertaken in a professional manner.

(4) Additional remuneration on account of a lack of cooperation may be demanded only on the basis of a corresponding agreement or a statutory claim. Agreed deadlines, statutory rights to compensation and termination, and § 3 (3) remain unaffected.

§ 11 Changes to the Scope of Services

If either party wishes to change the scope of services, the Provider sets out the effects on remuneration, deadlines and technical implementation. Chargeable additional services are commissioned only once agreement has been reached. The parties should document the change in text form for evidentiary purposes; individual agreements remain effective. In the absence of agreement, the existing content of the contract remains authoritative. Remedying defects and providing updates as owed by law are not chargeable change requests.

§ 12 Inspection and Acceptance

(1) Insofar as the law on contracts to produce a work, including section 640 BGB, applies, the Provider makes the completed work available for inspection and requests the Customer to accept it within a reasonable period. The inspection is based on the agreed scope of services. Acceptance may not be refused on account of insignificant defects.

(2) Deemed acceptance occurs only under the statutory conditions of section 640 (2) BGB. In the case of consumers, in particular, the separate notice in text form together with the request for acceptance is required. Mere use, a payment or silence in response to a presentation does not in itself constitute agreed acceptance.

(3) In the case of consumer contracts for the production of digital content or for bringing about a result by means of a digital service pursuant to section 650 (2) BGB, the above rules on acceptance do not apply. The statutory rules on provision and on digital products are authoritative. Approvals or tests do not eliminate the statutory rights in respect of defects. Pure services do not require acceptance.

§ 13 Confidentiality and Data Protection

(1) Both parties treat as confidential any non-public information of the other party that is designated as confidential or is recognisably confidential, and use it only for the performance of the contract. This does not apply to information that is lawfully in the public domain, has been independently developed or has been lawfully obtained from third parties, or to disclosures required by law. This obligation continues to apply after the end of the contract.

(2) Personal data are processed in accordance with the applicable data protection regulations. Insofar as the Provider processes data on behalf of the Customer, the parties conclude an agreement pursuant to Article 28 GDPR, including the necessary technical and organisational measures, before such processing begins. These GTC replace neither such an agreement nor the privacy notice.

(3) The Provider may use professionally suitable vicarious agents and remains responsible for its contractual obligations. Statutory requirements for sub-processors and international data transfers remain unaffected. Confidential content or personal customer data are not entered into external AI services without the required legal basis and coordination.

(4) Naming the Customer publicly as a reference, publishing work results or using customer logos requires the Customer’s separate consent.

§ 14 End of the Project and Industrial Systems

(1) Project contracts end upon fulfilment of the agreed services; continuing rights and obligations remain unaffected. The statutory termination rights, in particular under sections 648 and 648a BGB for contracts to produce a work and the relevant rights for service contracts, are not restricted. The consequences of early termination for the remuneration are governed by statutory law; no blanket obligation to pay the entire outstanding order value is agreed.

(2) At the end of the contract, the Provider hands over the work results owed under the contract, customer data and customer-owned accounts and access in the agreed format or, failing such agreement, in a suitable common format. Additional transition support that is not already owed requires an agreement on its scope and remuneration. Statutory obligations relating to surrender, provision of data, retention and deletion remain unaffected.

(3) For embedded systems, smart home and automation, the parties determine before implementation, in particular, the permissible interface access, the separation of test and production environments, maintenance windows and approval responsibilities. Interventions in running production plants or changes to their control systems are made only in accordance with an agreed procedure and after corresponding approval by the Customer. The Provider remains responsible for the professional and safe performance of the work it has undertaken.

(4) Safety-related control functions, the prevention of personal injury or damage to plant, and conformity assessments or certifications must be specified separately if they form part of the project. Statutory safety and product obligations as well as services expressly undertaken are not excluded by this provision.

§ 15 Consumer Dispute Resolution

We are neither willing nor obliged to participate in dispute resolution proceedings before a consumer conciliation body.

§ 16 Final Provisions

Contracts between the Provider and its customers are governed by the law of the Federal Republic of Germany, excluding the UN Convention on Contracts for the International Sale of Goods (CISG). The statutory provisions restricting the choice of law and on the applicability of mandatory provisions, in particular those of the state in which the Customer, as a consumer, has their habitual residence, remain unaffected.

If the Customer is a merchant (Kaufmann), a legal entity under public law or a special fund under public law, the place of jurisdiction for all disputes arising from contractual relationships between the Customer and the Provider is the Provider’s seat.

Should individual provisions of these GTC be invalid or not become part of the contract, the legal consequences are governed by the statutory provisions. Invalid provisions are replaced by the statutory provisions.