General Terms and Conditions

1. Scope and Contracting Parties

These General Terms and Conditions (hereinafter “T&Cs”) apply to all business relationships between the companies named below and their clients with respect to the provision of services in the field of IT software development and IT/OT/IoT solutions.

Hereinafter collectively referred to as “Arevano”. These T&Cs apply exclusively. Any terms and conditions of the client that conflict with or deviate from these T&Cs will not be recognised unless Arevano has expressly agreed to their application in writing. Amendments, supplements and ancillary agreements require written form to be effective; email is expressly deemed to constitute written form.

2. Services

2.1 Scope of Services

Arevano provides the following services to the client:

• IT Software Development: Development, customisation and maintenance of software for IT, OT and IoT applications
• Consulting and Support: Technical consulting, project management and support services

The exact scope of services is determined by the respective service description, the offer, the order confirmation, or a separately concluded contract.

2.2 Changes to Services

Changes to services after contract formation require a written agreement. Additional services will be remunerated at the applicable hourly rate or under a separate offer.

2.3 Client Cooperation Obligations

The client shall provide Arevano with all information, documents, access credentials and other cooperation necessary for the provision of services in a timely and complete manner. Delays caused by insufficient cooperation on the part of the client shall not be attributable to Arevano.

3. Contract Formation

Offers made by Arevano are generally non-binding and subject to change unless they are expressly marked as binding. A contract is formed by Arevano's written order confirmation or by commencement of service delivery.

4. Remuneration and Payment Terms

4.1 Prices

The prices stated in the offer or service description shall apply. All prices are exclusive of the applicable statutory value added tax unless expressly stated otherwise.

4.2 Payment Terms

Invoices are due for payment within 30 days of the invoice date without deduction unless otherwise agreed. In the event of late payment, Arevano is entitled to charge default interest at the statutory rate pursuant to Section 288 of the German Civil Code (BGB).

4.3 Price Adjustments

Arevano reserves the right to adjust prices. Price increases will be communicated to the client in writing at least six weeks before they take effect. Existing contracts are only affected by price adjustments from the commencement of the next renewal period.

5. Delivery Deadlines and Force Majeure

5.1 Deadlines and Dates

Delivery and service dates are binding only if they have been confirmed by Arevano in writing. Partial deliveries are permissible to the extent that they are reasonable for the client.

5.2 Force Majeure

To the extent that Arevano is unable to provide the agreed services in whole or in time due to events of force majeure (including but not limited to natural disasters, war, civil unrest, industrial action, pandemics, official orders, or failure of critical infrastructure), no adverse legal consequences shall arise for Arevano. Arevano will inform the client of the impediment and resume services without undue delay once the impediment has ceased.

6. Warranty

6.1 Freedom from Defects

Arevano warrants that the services provided and the software supplied are free from material and legal defects that would negate or substantially reduce their value or fitness for the contractually intended purpose. The client acknowledges that, given the current state of the art, it is not possible to create entirely error-free software. The warranty period is 12 months from acceptance of the service.

6.2 Notice of Defects

Defects must be reported by the client in writing without undue delay after discovery and with a specific description of the fault. For justified defect notices, Arevano will, at its own discretion, remedy the defect by correction or replacement delivery. Should subsequent performance fail after two attempts, the client shall be entitled to its statutory warranty rights.

6.3 Exclusion of Warranty for Client-Caused Defects

No warranty is given for defects caused by improper use, interventions by the client or third parties, modifications to the software made by the client without Arevano's consent, or unsuitable technical infrastructure.

7. Liability

7.1 Scope of Liability

Arevano is liable without limitation for damages arising from injury to life, body or health caused by an intentional or negligent breach of duty by Arevano, its legal representatives or vicarious agents, as well as for damages caused by an intentional or grossly negligent breach of duty or by fraudulent conduct on the part of Arevano, its legal representatives or vicarious agents.

7.2 Limitation of Liability

In the event of a slightly negligent breach of material contractual obligations (cardinal obligations) — the fulfilment of which is essential for the proper performance of the contract and upon the observance of which the client may regularly rely — Arevano's liability is limited in amount to the typically foreseeable damage. Any further liability of Arevano for slightly negligently caused damage is excluded.

7.3 Data Loss

Arevano is only liable for loss of data to the extent that such loss could not have been avoided by appropriate and regularly performed data backup measures on the part of the client.

8. Usage Rights and Copyright

All copyrights to works created by Arevano (in particular software, source code, documentation and concepts) remain with Arevano. Upon full payment of the agreed remuneration, Arevano grants the client a simple, non-exclusive, non-transferable right of use for the contractually intended purpose, unless otherwise agreed. Any transfer, sublicensing or use by third parties requires the prior written consent of Arevano.

9. Data Protection and Confidentiality

9.1 Data Protection

Arevano undertakes to process all personal data received in the course of the business relationship in accordance with applicable data protection legislation (in particular the GDPR and the German Federal Data Protection Act (BDSG)). Further details are set out in the Privacy Policy.

9.2 Confidentiality

Both parties undertake to treat all confidential information received in the course of the cooperation as confidential and not to disclose it to third parties without the prior written consent of the other party. This obligation shall survive the termination of the contractual relationship for a period of three years.

10. Indemnification

The client shall indemnify Arevano against all third-party claims arising from infringements of law committed by the client in the course of the commissioned services. This includes in particular infringements of data protection law, copyright, competition law, and the personal rights of third parties. The client undertakes to bear all costs arising therefrom, including reasonable legal defence costs.

11. Term and Termination

11.1 Contract Term

The term is governed by the provisions of the respective individual contract or service description. Ongoing contractual relationships may be terminated with 30 days' notice to the end of a calendar month by ordinary termination, unless otherwise agreed.

11.2 Extraordinary Termination

The right to extraordinary termination for good cause remains unaffected. Good cause exists for Arevano in particular where the client, despite a reminder, fails to meet its payment obligations, materially breaches contractual provisions, or insolvency proceedings are opened against the client's assets.

12. Damages and Limitation Period

Claims for damages against Arevano shall become time-barred — except where longer periods are mandatorily prescribed by law — within one year from the date on which the damage and the party responsible became known, and no later than two years from the damaging event. This limitation does not apply to damages arising from injury to life, body or health, or in cases of intentional or grossly negligent conduct.

13. Final Provisions

13.1 Governing Law and Jurisdiction

All legal relationships between Arevano and the client are governed exclusively by the law of the Federal Republic of Germany, excluding the UN Convention on Contracts for the International Sale of Goods (CISG). The place of performance and exclusive place of jurisdiction for all disputes arising out of and in connection with this contract is, to the extent permitted by law, Landshut, Germany.

13.2 Amendments to these T&Cs

Arevano reserves the right to amend these T&Cs with effect for the future. Amendments will be communicated to the client in writing or by email at least six weeks before they take effect. If the client does not object to the amended T&Cs within six weeks of receipt of the notification, the amended T&Cs shall be deemed accepted. Arevano will draw the client's attention to the significance of this period in the notification.

13.3 Severability Clause

Should any provision of these T&Cs be or become wholly or partially invalid or unenforceable, this shall not affect the validity of the remaining provisions. The invalid or unenforceable provision shall be replaced by a provision that most closely achieves the economic purpose of the invalid provision.