General terms and conditions

§ 1 Scope and precedence of individual agreements

(1) These General Terms and Conditions (GTC) apply to all contracts between Giuseppe Marrali, sole proprietor trading as Infratekton Solutions, Bleichweg 38, 76332 Bad Herrenalb (“Infratekton”), and his customers concerning software development, websites, mobile apps, AI integration, hosting, operation, maintenance and consulting.

(2) Infratekton concludes contracts exclusively with entrepreneurs within the meaning of § 14 BGB, legal entities under public law and special funds under public law. Contracts with consumers are not concluded.

(3) Deviating, conflicting or supplementary terms of the customer do not become part of the contract, even if Infratekton does not expressly object to them or performs services in the knowledge of such terms.

(4) Agreements made in individual cases take precedence over these GTC (§ 305b BGB). This applies in particular to separately concluded licence, provision, development, service and data processing agreements. Where such a contract independently governs the granting of rights of use or the provision of source code – for example by means of a simple, non-transferable right of use without provision of the source code – that provision applies exclusively; § 7 of these GTC then does not apply.

(5) Descriptions on the website and in advertising materials describe the usual range of services. They do not constitute a binding offer. The nature and scope of the services are determined solely by the offer, the service description and these GTC.

§ 2 Conclusion of contract

(1) Offers from Infratekton are non-binding unless expressly designated as binding.

(2) A contract is concluded by acceptance of an offer in text form or by an order confirmation from Infratekton. The order is deemed accepted at the latest when performance of the services begins.

(3) Order of precedence in the event of conflicts: (a) individual agreement, (b) offer including service description, (c) these GTC, (d) statutory provisions.

§ 3 Services

(1) Depending on the agreement, Infratekton provides: custom development of web, desktop and mobile applications as well as websites (§ 6), hosting and operation (§ 8), maintenance and support (§ 9), consulting, conception and AI integration.

(2) The nature, scope, deadlines and, where applicable, availability levels or response times are determined exclusively by the offer or the service description. Without express agreement, Infratekton does not owe any particular availability, response time or recovery time.

(3) Infratekton also uses artificial intelligence tools in development. Results are reviewed, tested and taken responsibility for by Infratekton; warranty is governed by § 11.

(4) Infratekton may engage subcontractors and technical service providers. Infratekton is liable for their services as for its own.

§ 4 Customer cooperation

(1) The customer provides in good time all information, content, access credentials, test data and decisions required for the services and names a contact person authorised to make decisions.

(2) The customer is responsible for the content it supplies (texts, images, data, trade marks) and warrants that its use does not infringe any third-party rights.

(3) If the services are delayed because the customer fails to fulfil its cooperation obligations, deadlines are postponed accordingly. Additional effort is remunerated on a time-and-materials basis.

§ 5 Changes to the scope of services

Infratekton reviews requests by the customer for changes and extensions after conclusion of the contract and communicates their effects on remuneration and deadlines. They only become part of the contract once agreed in text form.

§ 6 Custom development and acceptance

(1) The development of custom software, apps and websites is carried out under a contract for work (Werkvertrag), unless a contract for services (Dienstvertrag) is expressly agreed.

(2) Upon completion, Infratekton makes the work or separable parts of it available for acceptance. The customer examines it within 14 days and either declares acceptance or gives notice of material defects in text form. Immaterial defects do not entitle the customer to refuse acceptance.

(3) The work is deemed accepted if the customer does not give notice of material defects within the deadline or uses it productively; Infratekton points out this consequence when making the work available.

§ 7 Rights of use and source code in custom development

(1) Upon full payment of the respective remuneration, Infratekton grants the customer the exclusive, transferable and sub-licensable right, unlimited in time and territory, to use, edit, reproduce, distribute and make publicly available the work results created individually for the customer (source code, object code, documentation, concepts, design) in all known types of use.

(2) Upon full payment, Infratekton hands over to the customer the complete source code with version history (Git repository), the technical documentation and the scripts required for building and operation, insofar as they form part of the work results.

(3) Until full payment, the customer receives only a simple right of use, revocable at any time, for testing and acceptance purposes. In the event of default in payment, Infratekton may revoke this right after a reminder setting a reasonable deadline.

(4) Components, libraries, modules, templates and tools existing before or independently of the order, as well as Infratekton's general know-how, remain the property of Infratekton. Insofar as they are incorporated into the work results, the customer receives a simple right of use, unlimited in time, which is transferable together with the work results and permits their use and editing to the extent set out in para. 1. Infratekton may continue to use these components and general solution approaches; the customer's confidential information and individual content remain unaffected.

(5) Open-source components are subject to their respective licence terms. These take precedence over paras. 1 to 4.

(6) Infratekton's own software products and platforms that are not developed individually for the customer – including WurfDesk – are not work results within the meaning of this section. Rights to them arise only under a separate licence agreement; in this respect there is no entitlement to source code.

(7) Insofar as no copyright arises in work results, for example due to AI-assisted creation, Infratekton places the work results at the customer's sole disposal to the same extent upon full payment.

§ 8 Hosting and operation

(1) Infratekton operates applications on its own infrastructure in Germany or with carefully selected data centre operators in Germany. The scope, data backup and monitoring are determined by the offer.

(2) The customer is responsible for the content and data stored on the systems. The customer does not use the systems for unlawful purposes.

(3) Infratekton may temporarily block access if there is a justified suspicion of unlawful content, a threat to the systems or a payment default of more than 30 days after a reminder. The customer is informed in advance, insofar as this is reasonable.

(4) Infratekton carries out plannable maintenance work outside normal business hours where possible and announces it in advance.

(5) Upon termination of the contract, Infratekton makes the customer's data and – in the case of custom development under § 7 – the application available in a common format and deletes the data after confirmation by the customer, at the latest 30 days after termination of the contract, insofar as no retention obligations apply. Migration support beyond this is remunerated on a time-and-materials basis.

§ 9 Maintenance and support

(1) Maintenance and support are services. The scope (e.g. security updates, updating of dependencies, error analysis, monitoring) is determined by the offer.

(2) Unless agreed otherwise, the following are not included: further development, errors caused by interventions of the customer or third parties, and adaptations to changed requirements of third-party providers; these are remunerated on a time-and-materials basis.

§ 10 Mobile apps and third-party platforms

(1) Mobile apps are published in the app stores via the customer's developer accounts, unless otherwise agreed. The customer concludes the necessary contracts with Apple, Google and other platforms itself.

(2) Approval, review times and guidelines of the app stores and other third-party platforms (e.g. marketplaces, payment services, interfaces) are outside Infratekton's sphere of influence. Infratekton accepts no responsibility for their decisions and changes.

§ 11 Warranty

(1) In the case of work performance, Infratekton shall initially remedy defects by subsequent performance, at its own discretion either by rectification or by new production. If subsequent performance fails, the customer may reduce the price or withdraw from the contract in accordance with the statutory provisions.

(2) Claims for defects become time-barred twelve months after acceptance. This does not apply in cases of intent, fraudulent intent, injury to life, body or health, or to claims under § 12 (1).

(3) Deviations resulting from changes made by the customer or third parties, from an operating environment that was not agreed, or from changes to third-party platforms do not constitute defects.

§ 12 Liability

(1) Infratekton is liable without limitation in cases of intent and gross negligence, injury to life, body or health, fraudulent intent, under an assumed guarantee and under the German Product Liability Act (Produkthaftungsgesetz).

(2) In cases of simple negligence, Infratekton is liable only for breach of a material contractual obligation, the fulfilment of which makes the proper performance of the contract possible in the first place and on compliance with which the customer may regularly rely. Liability is then limited to the foreseeable damage typical for the contract, and at most to the remuneration for the last twelve months under the contract concerned.

(3) Infratekton is liable for the loss of data only up to the amount of the effort that would have been required for restoration had the controller backed up the data properly, unless data backup is expressly a service of Infratekton.

(4) The above limitations also apply to employees, representatives and vicarious agents of Infratekton.

§ 13 Remuneration and payment

(1) The remuneration is determined by the offer. All amounts are exclusive of statutory VAT.

(2) Invoices are due within 14 days without deduction. For projects, Infratekton may request reasonable instalment payments according to project progress. Recurring services (hosting, maintenance) are invoiced in advance for the agreed billing period.

(3) The customer may only set off against or exercise a right of retention on the basis of undisputed or legally established claims.

(4) Infratekton may adjust the remuneration for recurring services with at least three months' notice. In this case, the customer may terminate the contract concerned with effect from the date on which the adjustment takes effect.

§ 14 Term and termination of recurring services

(1) Unless otherwise agreed in the offer, contracts for hosting, operation and maintenance initially run for twelve months and are thereafter extended by a further twelve months in each case unless terminated with three months' notice to the end of the term.

(2) The right to extraordinary termination for good cause remains unaffected. Notices of termination must be given in text form.

§ 15 Data protection and data processing

Where Infratekton processes personal data on behalf of the customer, the parties conclude a data processing agreement pursuant to Art. 28 GDPR. The customer is the controller.

§ 16 Confidentiality

Both parties treat all information of the other party that is designated as confidential or is recognisably confidential, in particular trade secrets, access credentials and source code that has not been transferred, as confidential, including after termination of the contract.

§ 17 Use as a reference

Infratekton may name the customer with its name and logo as a reference and describe the project in general terms without disclosing confidential information. The customer may object to this at any time in text form.

§ 18 Final provisions

(1) The law of the Federal Republic of Germany applies, excluding the UN Convention on Contracts for the International Sale of Goods (CISG).

(2) The exclusive place of jurisdiction for all disputes is Infratekton's registered place of business, insofar as the customer is a merchant (Kaufmann), a legal entity under public law or a special fund under public law. Infratekton may also bring an action at the customer's place of business.

(3) Amendments and additions to contracts must be made in text form, unless written form is required by law.

(4) Should any provision be invalid, the validity of the remaining provisions remains unaffected. The statutory provision takes its place.

Last updated: November 2026