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General Terms and Conditions of Vitrin Network GmbH, Zollstockgürtel 65, 50969 Köln, Germany (“Vitrin Network”) – last updated: November 2026

§ 1 Scope

  1. These terms apply to all contracts between Vitrin Network and its clients for software development, web and app development, design, consulting, hosting, maintenance and related IT services.
  2. Our services are offered exclusively to entrepreneurs within the meaning of § 14 of the German Civil Code (BGB), legal entities under public law and special funds under public law.
  3. Deviating, conflicting or supplementary terms of the client only become part of the contract if Vitrin Network expressly agrees to them in text form.
  4. Vitrin Network’s own platforms and apps (e.g. VitrinCar, VitrinPOS) are governed by the terms of use published there.

§ 2 Offer and conclusion of contract

  1. Our offers are non-binding unless expressly designated as binding.
  2. A contract is concluded when an offer is accepted in text form (e.g. by e-mail or signature) or by an order confirmation from Vitrin Network.
  3. The content and scope of the services are determined by the offer or service description, supplemented by these terms. In case of contradictions, the individual agreement prevails.

§ 3 Services

  1. The type and scope of services result from the respective service description. Unless agreed otherwise, Vitrin Network provides consulting, maintenance and operation as services; the creation of individually specified software, websites or apps is provided as a work performance (Werkleistung).
  2. Vitrin Network provides its services in accordance with the recognised state of the art at the time the contract is concluded. Vitrin Network may use qualified subcontractors and remains responsible to the client.
  3. Dates and deadlines are only binding if expressly agreed as binding. Delays caused by missing cooperation of the client or force majeure extend deadlines accordingly.

§ 4 Client’s duties to cooperate

  1. The client provides in good time all information, content, access and decisions required to perform the services and names a contact person authorised to take decisions.
  2. The client ensures that content supplied by it (texts, images, trademarks, data) is free of third-party rights or that it holds the required rights of use, and indemnifies Vitrin Network against third-party claims in this respect.
  3. The client is responsible for the legal admissibility of the content and business model of its application, in particular its own mandatory information such as legal notice and privacy policy, unless their creation has been expressly commissioned.

§ 5 Change requests

If the client requests changes to the agreed scope, Vitrin Network assesses the effect on effort, remuneration and dates and informs the client in text form. The change is only implemented after the client’s approval in text form.

§ 6 Acceptance

  1. Work performances are subject to acceptance after completion. Vitrin Network provides the work for review; the client reviews it within 14 days and declares acceptance or reports material defects in text form.
  2. Immaterial defects do not entitle the client to refuse acceptance. The work is deemed accepted if the client uses it productively or does not report any material defects within the deadline (§ 640 (2) BGB). Vitrin Network points out this consequence when providing the work.
  3. Self-contained partial services may be accepted separately.

§ 7 Remuneration and payment

  1. The prices agreed in the offer apply. All prices are subject to statutory VAT.
  2. Time-and-material services are invoiced at the agreed hourly or daily rates. For fixed-price projects Vitrin Network may request instalments according to the agreed milestones.
  3. Recurring services (e.g. hosting, maintenance, licences) are invoiced in advance for the respective billing period.
  4. Invoices are payable without deduction within 14 days of receipt. In case of late payment the statutory provisions apply (§§ 286, 288 BGB). Vitrin Network may withhold further services until payment is made.
  5. The client may only set off undisputed or legally established claims.

§ 8 Rights of use

  1. Upon full payment of the agreed remuneration, the client receives the right of use specified in the offer for the work results created individually for it. If nothing is specified, the client receives a non-exclusive, transferable right, unlimited in time and territory, to use, reproduce and modify the results for the contractually intended purpose.
  2. Until full payment, use is only permitted on a revocable basis.
  3. Pre-existing components, libraries, tools and know-how of Vitrin Network remain its property; the client receives a non-exclusive right of use to the extent necessary to use the work results.
  4. Open-source components are governed primarily by their respective licence terms.
  5. Vitrin Network may name the project and the client as a reference unless the client objects. Confidential information will not be published.

§ 9 Claims for defects

  1. For work performances, Vitrin Network first has the right to remedy defects by repair or new production. If remedy fails, the client may reduce the price, withdraw from the contract or claim damages under § 10 in accordance with the statutory provisions.
  2. Defects must be reported in text form in a comprehensible manner.
  3. Claims for defects become time-barred twelve months after acceptance. This does not apply in case of intent, gross negligence, fraudulent concealment of a defect, assumption of a guarantee or claims for injury to life, body or health.
  4. Deviations caused by changes made by the client or third parties, by operating environments not agreed upon, or by changes to third-party interfaces and services (e.g. app stores, payment providers) after acceptance are not defects.

§ 10 Liability

  1. Vitrin Network is liable without limitation for intent and gross negligence, for injury to life, body or health, under the German Product Liability Act and to the extent of any guarantee given.
  2. In case of slight negligence, Vitrin Network is only liable for breach of an essential contractual obligation whose fulfilment makes proper performance of the contract possible in the first place and on whose compliance the client may regularly rely (cardinal obligation). In this case liability is limited to the foreseeable damage typical for the contract.
  3. Vitrin Network is only liable for loss of data to the extent that would have occurred had the client backed up its data properly and regularly, unless data backup is expressly part of Vitrin Network’s services.
  4. The above limitations also apply in favour of Vitrin Network’s employees and vicarious agents.

§ 11 Hosting, maintenance and term

  1. Hosting and maintenance services are governed by the respective service description, in particular regarding availability, response times and backups.
  2. Unless agreed otherwise, contracts for recurring services have a minimum term of twelve months and are extended by a further twelve months unless terminated in text form with three months’ notice to the end of the term.
  3. The right to extraordinary termination for good cause remains unaffected.
  4. After the end of the contract, Vitrin Network provides the client with its data and content in a common format upon request.

§ 12 Confidentiality and data protection

  1. The parties treat all confidential information of the other party obtained in the course of the cooperation as confidential, also after the end of the contract.
  2. Where Vitrin Network processes personal data on behalf of the client, the parties conclude a data processing agreement pursuant to Art. 28 GDPR.

§ 13 Final provisions

  1. The law of the Federal Republic of Germany applies, excluding the UN Convention on Contracts for the International Sale of Goods.
  2. The exclusive place of jurisdiction for all disputes arising from the contractual relationship is Cologne. Vitrin Network may also sue the client at its general place of jurisdiction.
  3. Amendments and supplements to the contract require text form.
  4. Should any provision of these terms be or become invalid, the validity of the remaining provisions remains unaffected. The invalid provision is replaced by the statutory provision.