Terms & Conditions

The German version of these terms is legally binding.

Note: These terms apply to contracts with consumers within the meaning of Section 13 of the German Civil Code (BGB). Consumers have a statutory right of withdrawal for contracts concluded off business premises and for distance contracts. Details and the model withdrawal form can be found in our notice on the right of withdrawal.

Section 1 - Cooperation

(1) The parties shall cooperate in good faith and inform each other without delay of any deviations from the agreed procedure or of doubts about the correctness of the other party's approach.

(2) If the client recognises that their own information and requirements are incorrect, incomplete, ambiguous or impracticable, they must notify XICTRON without delay of this and of the consequences recognisable to them.

(3) The contracting parties shall name to each other contact persons and their deputies, who are responsible for managing the performance of the contractual relationship competently on behalf of the party naming them.

(4) The parties shall inform each other without delay of any changes in the persons named. Until such a notice is received, the previously named contact persons and/or their deputies are deemed authorised to make and receive declarations within the scope of their previous authority.

(5) The contact persons shall consult each other at regular intervals on progress and obstacles in performing the contract, so that they can steer the performance of the contract where necessary.

(6) On request and against charging for the time spent, XICTRON will prepare minutes of the information exchanged between the contact persons and send them to the client. If the client holds a different view, they have the right to have their view included in the minutes. This right must be exercised no later than one week after receipt of the minutes.

Section 2 - Client's duties to cooperate

(1) The client undertakes to provide all proper and necessary data.

(2) The client supports XICTRON in fulfilling the services it owes under the contract. This includes in particular providing information, data material and hardware and software in good time, insofar as the client's duties to cooperate require this. The client will instruct XICTRON in detail regarding the services to be provided by XICTRON.

(3) The client provides the required number of its own staff with the necessary expertise for performing the contractual relationship.

(4) If the client has undertaken to obtain materials (images, sound, text or similar) for XICTRON in the course of performing the contract, the client must make them available to XICTRON without delay and in a common, directly usable format, digital where possible. If the material provided by the client has to be converted into another format, the client bears the costs incurred for this. The client ensures that XICTRON receives the rights required to use these materials.

(5) Content created by XICTRON in the course of providing its services is supplied as a content template. The legal review of this content for compliance with the applicable legal provisions - in particular the German Act against Unfair Competition (UWG), trade mark law, the German Price Indication Ordinance (PAngV) and industry-specific labelling obligations - is solely the responsibility of the client. The client is obliged to review all content created by XICTRON on their own responsibility, or have it reviewed by competent third parties, before it is published, and to approve it.

(6) By approving or publishing the content created by XICTRON, the client assumes sole responsibility for its legal compliance. XICTRON is not liable for warning letters, injunctive claims, fines or other legal consequences resulting from the publication of the content by the client or on the client's behalf, unless XICTRON caused the infringement intentionally or through gross negligence. Section 12 remains unaffected.

(7) The client performs acts of cooperation at their own expense.

Section 3 - Involvement of third parties

The client is responsible, as for vicarious agents, for third parties who act for the client in XICTRON's area of activity at the client's instigation or with the client's tolerance. XICTRON is not responsible towards the client if, due to the conduct of one of the aforementioned third parties, XICTRON is unable to meet its obligations towards the client in whole or in part or in good time.

Section 4 - Dates

(1) On the part of XICTRON, dates for the provision of services may only be promised by the contact person.

(2) The contracting parties will set dates in writing wherever possible. Dates whose non-observance puts a contracting party in default without a reminder under Section 286 (2) of the German Civil Code (binding dates) must always be set in writing and designated as binding.

(3) XICTRON is not responsible for delays in performance due to force majeure (e.g. strikes, lockouts, official orders, general disruptions of telecommunications etc.) or due to circumstances within the client's area of responsibility (e.g. failure to provide acts of cooperation in good time, delays caused by third parties attributable to the client etc.), and such delays entitle XICTRON to postpone the provision of the affected services by the duration of the hindrance plus a reasonable start-up period. XICTRON will notify the client of delays in performance due to force majeure.

Section 5 - Scope of services / changes

(1) The scope of services results from the valid order confirmation.

(2) If the client wishes to change the contractually defined scope of the services to be provided by XICTRON, the client will express this change request to XICTRON in writing. The further procedure is governed by the following provisions. For change requests that can be examined quickly and are expected to be implemented within 8 working hours, XICTRON may dispense with the procedure under paragraphs 3 to 6.

(3) XICTRON examines what effects the requested change will have, in particular on remuneration, additional effort and dates. If XICTRON recognises that, due to the examination, services to be provided cannot be performed or can only be performed with a delay, XICTRON informs the client of this and points out that the change request can only continue to be examined if the affected services are postponed for an initially indefinite period. If the client declares their consent to this postponement, XICTRON carries out the examination of the change request. The client is entitled to withdraw their change request at any time; the change procedure that has been started then ends.

(4) After examining the change request, XICTRON will set out to the client the effects of the change request on the agreements made. This statement contains either a detailed proposal for implementing the change request or information on why the change request cannot be implemented.

(5) The contracting parties will agree without delay on the content of a proposal for implementing the change request and will attach the result of a successful agreement as a supplementary agreement to the text of the agreement to which the change relates.

(6) If no agreement is reached or if the change procedure ends for another reason, the original scope of services remains. The same applies if the client does not agree to a postponement of the services for the further examination under paragraph 3.

(7) The dates affected by the change procedure are postponed as far as necessary, taking into account the duration of the examination, the duration of the agreement on the change proposal and, where applicable, the duration of the change requests to be carried out, plus a reasonable start-up period. XICTRON will inform the client of the new dates.

(8) The client bears the effort caused by the change request. This includes in particular the examination of the change request, the preparation of a change proposal and any downtime. If the parties have agreed on daily rates, the effort is charged according to these, otherwise according to XICTRON's usual remuneration.

(9) XICTRON is entitled to change or deviate from the services to be provided under the contract if the change or deviation is reasonable for the client, taking into account the interests of XICTRON.

Section 6 - Remuneration

(1) For contracts billed by time spent, the remuneration is paid immediately after the service has been provided, and for orders billed at a flat rate, it is paid in advance. Different terms of payment require written confirmation of the change by XICTRON. The client receives a written invoice for each payment.

(2) XICTRON is in principle remunerated according to time spent, unless otherwise agreed. The remuneration for time spent is based on XICTRON's rates applicable at the time, unless otherwise agreed. XICTRON is entitled to change or supplement the rates underlying the agreements at its reasonable discretion (Section 315 of the German Civil Code). Cost estimates or budget plans prepared by XICTRON are non-binding.

(3) Against proof, the client bears all expenses such as travel and accommodation costs, allowances and charges of third parties incurred in performing the contract. Travel costs are only reimbursed if the journey from XICTRON's registered office is more than 50 km. Pure travel time is not remunerated. XICTRON may charge a handling fee for processing orders with third parties whose costs are passed on directly to the client.

(4) If the parties have not reached an agreement on the remuneration for a service by XICTRON which, under the circumstances, the client could only expect to receive against remuneration, the client must pay the remuneration customary for this service. In case of doubt, the rates charged by XICTRON for its services are deemed customary.

(5) All contractually agreed remuneration is subject to the addition of statutory VAT.

Section 7 - Rescission

The client may only rescind the contract on account of a breach of duty that does not consist of a defect in the purchased item or the work if XICTRON is responsible for this breach of duty.

Section 8 - Termination

(1) For contracts with a fixed term, the client and XICTRON may terminate the contractual relationship without giving reasons with two months' notice before the end of the term. If the contract with XICTRON is not terminated in good time, it continues for an indefinite period and can be terminated with one month's notice in text form.

(2) To be effective, a notice of termination must be given in text form (e.g. email).

(3) Different rules on term and termination set out in the offer or the service description take precedence.

Section 9 - Warranty

(1) XICTRON warrants that the product essentially corresponds to the specifications of the draft and the conceptual specifications.

(2) No liability is accepted for deviations that arise due to technical circumstances and non-uniform standards, as the display may differ on different output media. Such deviations may arise in particular from the screen resolution, monitor size or colour settings of the respective output device. In this respect, the documents on which the concept is based are only approximately authoritative.

(3) If the product does not deviate significantly from the concept and this deviation is furthermore not based on technical circumstances, XICTRON has a right to subsequent improvement. Only if the attempt at subsequent improvement fails does the client have the right to reduce the price or to rescind the contract.

(4) XICTRON gives no warranty that particular successes or results can be achieved by using the product.

(5) Acceptance of the product is deemed to include in particular, but not exclusively: putting it into productive use (e.g. going live), the client's approval for going live, the absence of a written notice of defects within 14 calendar days of provision for review or on a test system, and full payment without reservation as to defects. Acceptance may also result from the client's other conduct, provided that under the circumstances this permits the conclusion that the client accepts the product as being in conformity with the contract.

(6) The warranty period is two years from acceptance. The statutory rights in respect of defects apply.

Section 10 - Rights

(1) All copyrights, rights of use and other property rights in the services provided by XICTRON - in particular in source code, scripts, databases, designs, layouts, concepts, texts and graphics - remain with XICTRON until all claims arising from the business relationship have been paid in full. Even after full payment, only a simple, non-transferable and non-sublicensable right of use is granted. Where software is the subject of the services, Sections 69d and 69e of the German Copyright Act (UrhG) apply in addition.

(2) The client is entitled to use the services provided exclusively within the scope of the contractually defined purpose. Any use, editing, translation, reproduction, publication or disclosure to third parties going beyond this - in whole or in part - is not permitted without the express written consent of XICTRON.

(3) The right to use the services provided exists only as long as the client meets their payment obligations. For one-off services, the right of use is only revocable until full payment. For ongoing contractual relationships (continuing services), the right of use continues as long as the payments due in each case are made and the contractual relationship has not ended. After full payment for a completed service, the right of use becomes irrevocable, unless otherwise agreed in the contract. If the client defaults on payments or if insolvency proceedings are opened over their assets, the right of use expires automatically. In this case, the client is obliged to cease any use without delay and to delete all copies, installations or other reproductions of the services or to hand them over to XICTRON.

(4) If there are open, due or reminded claims against the client - including those from an associated order confirmation that are to be settled by recurring invoice or later invoicing - XICTRON is entitled to refuse access to programming, hosting or other technical services until these claims have been settled in full. This refusal of access does not constitute a right of rescission, but is made in exercise of the contractual and statutory right of retention (Sections 273, 320 of the German Civil Code). Upon full payment, access is restored without delay.

(5) If the client breaches the provisions of this section, the right of use granted expires with immediate effect. XICTRON reserves the right to assert claims for damages and to take legal action for an injunction.

Section 11 - Infringements of property rights

(1) XICTRON indemnifies the client at its own expense against all claims of third parties arising from infringements of property rights (patents, licences and other property rights). The client will inform XICTRON without delay of the claims asserted by third parties. If the client does not inform XICTRON without delay of the claims asserted, the claim to indemnification lapses.

(2) In the event of infringements of property rights, XICTRON may - without prejudice to any claims for damages by the client - at its own choice and at its own expense, after prior consultation with the client, make changes to the affected service which, while safeguarding the client's interests, ensure that an infringement of property rights no longer exists, or acquire the necessary rights of use for the client.

(3) If this subsequent performance is impossible for the contractor or only possible on disproportionate terms, the contractor has the right to take back the affected services against reimbursement of the remuneration paid. In doing so, the contractor must grant the client a reasonable run-out period, unless this is only possible on unreasonable legal or other terms.

(4) Insofar as the client is themselves responsible for the infringement of property rights, claims against the contractor are excluded.

Section 12 - Liability

(1) XICTRON is liable for intent and gross negligence. For slight negligence, XICTRON is only liable in the event of a breach of an essential contractual obligation (cardinal obligation) and for damage resulting from injury to life, body or health.

(2) In the case of slight negligence, liability is limited in amount to the foreseeable damage that typically has to be expected. In any case, liability is limited to the damage typically foreseeable at the time the contract was concluded.

(3) XICTRON is not liable for the loss of data and/or programs insofar as the damage is due to the client having failed to carry out data backups and thereby ensure that lost data can be restored with reasonable effort.

(4) For content approved or published by the client within the meaning of Section 2 (5) and (6), any liability of XICTRON - with the exception of intent and gross negligence - is excluded. The obligation to indemnify under Section 11 (1) does not extend to claims of third parties based on content approved by the client or published on the client's own responsibility.

(5) The above provisions also apply in favour of XICTRON's vicarious agents.

Section 13 - Conciliation

(1) In the event of any disagreement arising from or in connection with this contractual relationship, the parties will first try to reach a solution through a thorough discussion between the contact persons.

(2) Disagreements that the parties cannot resolve are to be settled by conciliation proceedings. If a party refuses to carry out conciliation proceedings, it may take the matter to the ordinary courts if it has notified the other party of this in writing beforehand.

(3) To enable conciliation, the parties mutually waive the defence of limitation for all claims arising from the disputed facts from the request for conciliation until one month after the end of the conciliation proceedings. The waiver suspends the limitation period.

(4) The dates affected by the conciliation proceedings, including the preceding discussion between the contact persons, are postponed as far as necessary, taking into account the duration of the conciliation and, where applicable, the duration of implementing the results of the conciliation, plus a reasonable start-up period.

Section 14 - Confidentiality

(1) Documents handed over to the other contracting party and knowledge and experience communicated to it may be used exclusively for the purposes of this contract and may not be made accessible to third parties, unless they are by their nature intended to be made accessible to third parties or are already known to the third party. Auxiliary persons engaged to perform the contractual relationship, such as freelancers, subcontractors etc., are not third parties.

(2) In addition, the contracting parties agree to maintain confidentiality about the content of this contract and about the knowledge gained in performing it.

(3) The obligation of confidentiality continues to apply after the end of the contractual relationship.

(4) If a contracting party so requests, the documents it has handed over, such as strategy papers, briefing documents etc., must be returned to it after the end of the contractual relationship, insofar as the other contracting party cannot assert a legitimate interest in these documents.

Section 15 - Miscellaneous

(1) The assignment of claims is only permitted with the prior written consent of the other contracting party. Consent may not be unreasonably withheld. Section 354a of the German Commercial Code (HGB) remains unaffected.

(2) A right of retention can only be asserted on account of counterclaims arising from the respective contractual relationship.

(3) The contracting parties may only set off claims that have been finally established by a court or are undisputed.

(4) XICTRON is entitled to name the client as a reference customer on its own websites or in other media. XICTRON may furthermore publicly present the services provided for demonstration purposes or refer to them, unless the client can assert a legitimate interest to the contrary.

(5) XICTRON is entitled to mention its name and/or logo on the pages it has created. Furthermore, XICTRON may place a link to its own pages on those of the client.

(6) All offers and prices of XICTRON are always non-binding and subject to change unless they have been declared binding in writing. Furthermore, all texts, information, prices etc. in the customer information are subject to changes and errors. All prices are stated in euros as final prices including statutory VAT.

(7) XICTRON is entitled to commission third-party service providers to provide parts or all of the range of services.

(8) XICTRON is entitled at any time, without separate notice, to use or change the infrastructures, technologies, systems, procedures or standards used and the service providers and vicarious agents engaged to perform the contract, provided this does not cause any disadvantages for the client.

Section 16 - Final provisions

(1) For evidentiary purposes, all changes and additions to contractual agreements must be recorded in writing. Notices that must be given in writing can also be given by email.

(2) The law of the Federal Republic of Germany applies, excluding private international law and the UN Convention on Contracts for the International Sale of Goods.

(3) The statutory places of jurisdiction apply to legal disputes. No exclusive place of jurisdiction is agreed with consumers.

(4) General terms and conditions of the client do not become part of the contract.

(5) Should individual provisions of the parties' agreements be or become invalid in whole or in part, this does not affect the validity of the remaining provisions. In this case, the parties will replace the invalid provision with a valid provision that comes as close as possible to the economic purpose of the invalid provision. The same applies to any gaps in the agreements.

Right of withdrawal

Consumers have the statutory right of withdrawal. The full notice including the model withdrawal form can be found under right of withdrawal.

Consumer dispute resolution

We are neither willing nor obliged to take part in dispute resolution proceedings before a consumer conciliation body (Section 36 of the German Consumer Dispute Resolution Act, VSBG).