§ 1 Scope
These General Terms and Conditions apply to all services provided by Softloop OÜ (hereinafter “Contractor”) to entrepreneurs within the meaning of § 14 BGB (hereinafter “Client”). Any conflicting or deviating terms and conditions of the Client shall not be recognized unless the Contractor has expressly agreed to them in writing.
§ 2 Scope of Services
The scope of services to be rendered is determined exclusively by the respective written offer of the Contractor. Amendments, extensions, or additional services beyond the agreed scope require a separate written agreement and shall be remunerated separately. Verbal side agreements are not binding.
§ 3 Offers and Commissioning
Offers made by the Contractor are non-binding and subject to change. A contract is concluded upon written order confirmation or upon commencement of service delivery. By placing an order, the Client confirms having read and accepted these Terms and Conditions.
§ 4 Client’s Obligations to Cooperate
The Client is obliged to provide all information, materials, content, and access data required for the provision of services in a timely and complete manner. Delays caused by missing or incorrect contributions from the Client shall not be attributed to the Contractor and may result in adjustments to schedules and costs. Additional effort arising from insufficient cooperation shall be invoiced separately on an hourly basis.
§ 5 Rounds of Revision
Two (2) rounds of revision are included in the agreed scope of services. A round of revision is defined as a consolidated, written feedback from the Client on a completed development or design stage. Author corrections — i.e., content changes to the originally commissioned scope and subsequent requests for changes going beyond the original brief — do not constitute a round of revision and will be billed separately on an hourly basis. Additional rounds of revision beyond the two included will likewise be billed on an hourly basis.
§ 6 Acceptance
Upon completion of the commissioned services, the Contractor shall request formal acceptance from the Client in writing. The Client shall review and accept the services within 14 calendar days of the completion notice, or raise any defects in writing with sufficient detail. If the Client does not respond within this period, the services shall be deemed accepted (implied acceptance). Acceptance may not be refused on account of immaterial defects.
§ 7 Warranty and Guarantee
From the date of formal or implied acceptance by the Client, the Contractor provides a 30-day guarantee on the contractual functionality of the services rendered. Defects demonstrably attributable to the Contractor’s work will be remedied free of charge during the guarantee period.
The guarantee does not apply to defects caused by:
- Interventions by the Client or third parties after acceptance
- Subsequently installed, updated, or deactivated plugins, themes, or other software
- Changes to the server infrastructure, hosting environment, or database after acceptance
- External services, APIs, or third-party integrations
- User errors or improper use
After expiry of the 30-day guarantee period, support and defect remediation will be invoiced on an hourly basis unless a separate service agreement exists.
§ 8 Delimitation from Prior Orders
Services from prior orders that have been formally or implicitly accepted by the Client are subject to their own independent warranty periods, which commence on the respective acceptance date. Defects or functional issues in previously accepted projects do not give rise to any claim for free remediation within the scope of a new or separate order. The Contractor shall issue a separate offer for the remediation of such defects.
§ 9 Limitation of Liability
The Contractor is liable without limitation for damages resulting from injury to life, body, or health, as well as for damages caused intentionally or by gross negligence. In all other respects, the Contractor’s liability is limited to the net invoice amount of the respective order. Liability for lost profits, indirect damages, consequential damages, or data loss is — to the extent permitted by law — excluded. The Contractor assumes no liability for failures or errors caused by the hosting provider, third-party services, or force majeure events.
§ 10 Copyright and Usage Rights
All works created by the Contractor (designs, source code, texts, graphics, concepts) remain the property of the Contractor until full payment of the agreed remuneration. Upon full payment, the Contractor grants the Client a simple, non-exclusive right of use for the contractually agreed purpose. Resale or sublicensing to third parties without the express written consent of the Contractor is not permitted. Open-source components used are subject to their respective licenses.
§ 11 Payment Terms
Invoices are payable within 14 days of the invoice date without deduction. In the event of late payment, the Contractor is entitled to charge statutory default interest and to suspend further service delivery until all outstanding amounts have been settled in full.
§ 12 Term and Termination
Individual projects are handled on the basis of the respective order. Ongoing service or maintenance contracts may be terminated by either party in writing with 30 days’ notice to the end of the month, unless otherwise agreed in the contract.
§ 13 Confidentiality
Both parties undertake to treat all confidential information received in the course of the collaboration with strict confidentiality, not to disclose it to third parties, and to use it exclusively for the purposes of the agreed service delivery. This obligation remains in force after termination of the contractual relationship.
§ 14 Data Protection
The Contractor processes personal data of the Client exclusively for the purpose of fulfilling the contract and in accordance with the General Data Protection Regulation (GDPR). Further details are set out in the Privacy Policy.
§ 15 Severability Clause
Should any individual provisions of these Terms and Conditions be or become invalid or unenforceable, this shall not affect the validity of the remaining provisions. The invalid provision shall be replaced by a valid regulation that comes closest to the economic purpose of the invalid provision.
§ 16 Governing Law and Jurisdiction
The law of the Federal Republic of Germany shall apply, excluding the UN Convention on Contracts for the International Sale of Goods (CISG). The place of jurisdiction is, to the extent permitted by law, Frankfurt am Main.