Terms and Conditions

Last updated on April 8, 2024

General

The following General Terms and Conditions apply to all contracts concluded between Christian Schönlein, hereinafter also referred to as the "Contractor," and his clients, hereinafter referred to as the "Client" or "Principal." They apply in their respective version as a framework agreement for future contracts with the same client, without Christian Schönlein having to refer to them repeatedly in individual cases; Christian Schönlein will inform the client immediately about any changes to the General Terms and Conditions in this case.
These General Terms and Conditions do not apply to contracts with consumers. For the purposes of these General Terms and Conditions, a "consumer" is defined as a natural person who enters into a contract for personal, non-commercial purposes. These General Terms and Conditions apply exclusively to business customers or other non-consumer legal entities.
Deviating provisions of the client do not apply unless the contractor has agreed to them in writing. This requirement for consent applies in any case, for example, even if Christian Schönlein performs services without reservation, knowing the client's terms and conditions. Agreements made with the client in individual cases (including collateral agreements, additions, and amendments) always take precedence over these General Terms and Conditions. A written contract between the parties or the written confirmation of Christian Schönlein is required to determine the content of such agreements. Legally relevant declarations and notices to be submitted by the client to Christian Schönlein after the conclusion of the contract require the text form for their effectiveness.
Christian Schönlein's agents are not authorized to make oral side agreements. Insofar as they nevertheless make oral additional agreements or give assurances that go beyond the written contract, these always require the written confirmation of Christian Schönlein for their effectiveness.
The place of performance is the registered office of Christian Schönlein. In the event of any disputes arising from the contractual relationship, the lawsuit must be filed with the court responsible for the contractor's registered office. The legal venue is Germany, Neustadt an der Aisch. The contractor is also entitled to sue at the client's registered office. The contractor may also, instead of filing a lawsuit, call upon a competent mediation body or a competent arbitration court.
The business relations between Christian Schönlein and the client are subject to the law of the Federal Republic of Germany. The application of international uniform law, in particular, UN sales law, is excluded.
Should one or more provisions of the contract be or become invalid or unenforceable for factual or legal reasons, the validity of the remaining contractual provisions shall not be affected. Christian Schönlein and the client are obliged to replace the invalid or unenforceable provision with an effective provision that comes closest to the economically intended purpose.

Services provided by Christian Schönlein / Client's collaboration

Christian Schönlein offers services in the field of software development and application design for businesses. The client commissions Christian Schönlein through separate agreements (hereinafter referred to as "Order") for the creation and design of software solutions. In addition to the development and implementation of software designs, Christian Schönlein also creates software architectures, performs quality control, and maintains IT systems.
The exact content of the services to be provided is derived from the order confirmation and any attachments thereto. All mentioned documents are integral parts of the contract concluded between the parties.
The client must always provide the necessary collaboration actions completely and promptly upon Christian Schönlein's first request. If the client fails to provide a collaboration action and thus prevents Christian Schönlein from providing services, Christian Schönlein's compensation claim remains unaffected. In such cases, the client is obliged to bear additional costs or delays resulting from the lack of collaboration. Christian Schönlein has the right to terminate the contract at its reasonable discretion and with appropriate notice if the client continues to fail to provide necessary collaboration actions.
With regard to the services provided by Christian Schönlein to the client, Christian Schönlein is entitled to a performance determination right according to § 315 BGB (German Civil Code) concerning the execution.
Christian Schönlein is entitled to have services owed to the client performed by subcontractors and third parties. Personal performance is not owed. Christian Schönlein remains responsible for the proper fulfillment of the contractual obligations towards the client and is liable for the actions or omissions of these subcontractors or third parties within the framework of the legal provisions and the liability limitations stipulated in this contract.
In addition to software development and application design for businesses, Christian Schönlein offers the client the option to host the application for them, as long as a valid, ongoing contract with Christian Schönlein exists and the hosting costs do not exceed €500 per month. If the hosting costs exceed this limit, the client will be informed, and further agreements can be made regarding costs or alternative hosting options.
Christian Schönlein offers the client the opportunity to enter into a retainer contract, where the client purchases a certain number of story points that can be used to request features. The required story points for each feature are estimated by Christian Schönlein based on the time required, complexity, and risk assessment of both factors. The client can accept the estimate verbally; however, Christian Schönlein reserves the right to adjust the estimate appropriately afterward. The retainer contract has a minimum term of six months unless a different term is specified in writing in the offer. The purchased story points are available to the client monthly, and billing occurs monthly. The client has the option to transfer unused story points to the next month, but only up to 50% of the maximum monthly acquired story points.
8. Christian Schönlein reserves the right to shut down the hosting of all applications at any time without prior notice, particularly if there is an urgent need for action, such as in the case of a potential infinite loop or other technical issues that could lead to significant cost increases. In such cases, Christian Schönlein will endeavor to inform the client as soon as possible about the shutdown and the reasons for it and work together with the client on a solution to the problem. The client accepts that such emergency measures may be necessary to protect the interests of Christian Schönlein and to avoid disproportionate costs.

Commissioning

Unless otherwise agreed, Christian Schönlein is bound by offers for one week. In individual cases, a longer commitment period can also be agreed upon.
A contract and other agreements only come into effect through the client's acceptance in writing or by email.
Christian Schönlein reserves the ownership and copyright of his offers. They may not be reproduced in whole or in part or made accessible to third parties without explicit consent. This applies in particular to documents designated as "confidential"; before passing them on to third parties, the client requires the express written consent of Christian Schönlein.

Payment, Prices, Conditions

The prices provided and communicated by Christian Schönlein are binding. The communicated prices are net plus statutory value-added tax.
The remuneration owed by the client is due immediately, in full, and in advance, unless otherwise agreed upon individually. The client must generally make the payment via bank transfer (SWIFT or SEPA) to Christian Schönlein. In exceptional cases and after prior consultation with Christian Schönlein, payment can also be made via PayPal.
Christian Schönlein issues a proper invoice to the client that includes the sales tax (if applicable, through agents). The invoice contains the necessary bank details for the transfer.
The client is obliged to transfer the owed amount to Christian Schönlein within the deadline specified on the invoice. In case of late payments, Christian Schönlein reserves the right to charge default interest or additional fees according to legal provisions.
Mutual offsetting with counterclaims is only permitted if the respective other contracting party has recognized the offset or if it has been legally established. The same applies to the exercise of a right of retention by a contracting party.

Execution of Orders, Change Requests

Christian Schönlein independently and autonomously organizes the services regulated in the respective order. Christian Schönlein determines - insofar as this has not been bindingly specified in the order - the type, process, and division of work, particularly the number of agents he may use if necessary.
Christian Schönlein commits to executing each order according to the principles of proper professional practice and the latest state of technology in the sense of a functional and economical solution.
The client can request changes in the content and scope of the services. This does not apply to services already provided. If the changes are more than insignificant, Christian Schönlein will determine the time delays and additional effort resulting from the desired changes, and the parties will agree on a corresponding contract adjustment. If the parties do not reach an agreement, Christian Schönlein is entitled to reject the change request. All changes in performance must be regulated in a written supplementary agreement before the start of execution, in which the additional compensation and any changes in the schedule must be recorded.

Termination, Duration

The contract has the individually agreed minimum term between the parties. Early ordinary termination is excluded. Extraordinary termination for good cause is permissible.
Any free termination rights of the client are excluded.
Terminations always require written form to be effective.
The right to extraordinary termination for good cause remains unaffected at all times.

Delay / Extraordinary Termination

Deadlines for the provision of services by Christian Schönlein do not begin until the invoice amount has been received by Christian Schönlein and the data necessary for the services are fully available to Christian Schönlein in accordance with the agreement, or the necessary cooperation actions have been fully provided.
If the client is in default with due payments, Christian Schönlein reserves the right not to perform further services until the outstanding amount has been settled.
If the client is in default with two due payments to Christian Schönlein in whole or in part in the case of installment payments, Christian Schönlein is entitled to extraordinarily terminate the contract and cease the services. Christian Schönlein is entitled to claim the entire compensation due until the next ordinary termination date as damages.

Fulfillment

Christian Schönlein will perform the agreed services according to the offer with the required care. Christian Schönlein is entitled to use the assistance of third parties without restriction for this purpose.
If Christian Schönlein is prevented from providing the agreed services due to an event for which the client is responsible, the claim for remuneration by the contractor remains unaffected.

Conduct

The client must ensure the usual behavior of an honest merchant towards Christian Schönlein. Christian Schönlein reserves the right to pursue any unlawful and/or improper or unfounded statement about his company and its services, whether by clients, competitors, or other third parties, in particular false statements of fact and defamatory criticism, in civil court, and to file criminal charges without prior notice.

Usage Rights

Unless otherwise agreed, the client receives a simple and non-transferable right of use for the work results created and provided by Christian Schönlein during the contract term. This applies to all services or parts thereof that have been created for the client (e.g., information, documents, evaluations, videos, photos, acquired know-how, advertisements, drawings, materials, files, data collections, software, documentation, manuals, and IT systems in the form of source codes or in any other form).
Paragraph 1 applies only if the client has paid the full remuneration to Christian Schönlein.
In the case of installment payments, the right of use from paragraph 1 only transfers to the client after the full payment of the last installment to Christian Schönlein.
After the complete payment of all invoices related to the project, Christian Schönlein transfers the exclusive ownership of the developed code for the order to the client.
Despite the transfer of ownership of the code according to clause 4, Christian Schönlein reserves the right to use and store the code during the entire contract term and until the final conclusion of the cooperation for the purpose of fixing errors, carrying out changes, or providing other services agreed upon within the contract.
During the contract term and until the final conclusion of the cooperation, Christian Schönlein is entitled to host the code for all applications to enable access to the application for the client and its users.
Christian Schönlein commits to deleting all copies of the code after the final conclusion of the cooperation and upon written request by the client, provided that this does not conflict with any statutory retention obligations or is necessary for the protection of legitimate interests of Christian Schönlein.

Right of Withdrawal

There is no right of withdrawal for entrepreneurs within the meaning of § 14 BGB (German Civil Code) and merchants under the German Commercial Code (HGB), neither by law nor otherwise granted by Christian Schönlein.

Deadlines

The deadline for the provision of services is agreed upon individually or specified by Christian Schönlein in the order confirmation. Compliance with the deadline by Christian Schönlein presupposes the fulfillment of the contractual obligations by the client. Dates specified by Christian Schönlein, even in writing, are considered non-binding. The passing of certain deadlines does not relieve the client of the obligation to set an appropriate grace period for the provision of the service and to declare that they will refuse the service after the deadline has passed. This does not apply if Christian Schönlein expressly and in writing designated a deadline or date as a so-called "binding deadline." Christian Schönlein will inform the client about foreseeable delays or an imminent exceeding of deadlines as soon as they become recognizable to him.
If Christian Schönlein cannot meet binding deadlines for reasons beyond his control (events of force majeure), Christian Schönlein will inform the client immediately and at the same time provide the expected new deadline. If the service is still not available within the new deadline, Christian Schönlein is entitled to withdraw from the order in whole or in part; any counter-performance already provided by the client will be reimbursed by Christian Schönlein immediately.
The occurrence of a delay in performance is determined by legal regulations. In any case, however, a reminder from the client is required.
If Christian Schönlein owes the creation of a work (work contract), the client is obligated to accept the work immediately after its completion, unless the nature of the work obviously excludes acceptance. Christian Schönlein can set an appropriate deadline for the client for acceptance. An acceptance protocol will be created, which must be signed by both contracting parties. Acceptance is deemed granted implicitly if the work result is already used in accordance with the contract without significant complaints before this point in time. Acceptance cannot be refused due to minor defects. Non-acceptance by the client within a reasonable period specified by Christian Schönlein, even though the client is obliged to do so, is considered equivalent to acceptance.

Liability

Christian Schönlein is liable for damages - regardless of the legal basis - only for intent and gross negligence. In the case of simple negligence, Christian Schönlein is only liable
1. for damages resulting from injury to life, body, or health,
2. for damages resulting from the breach of a material contractual obligation (an obligation whose fulfillment is essential for the proper execution of the contract and on whose compliance the contracting party regularly relies and may rely); in this case, however, liability is limited to the compensation of the foreseeable, typically occurring damage.
Within the limits set forth in paragraph 1, Christian Schönlein is not liable for data and program losses. Liability for data loss is limited in amount to the typical restoration effort that would have occurred if backup copies had been made regularly and in response to the risk. Liability under the Product Liability Act remains unaffected, as does liability for assuming a guarantee.
If Christian Schönlein's liability is excluded or limited, this also applies to the personal liability of Christian Schönlein's employees, representatives, and agents.
The client is not entitled to a guarantee in the sense of error correction after acceptance, unless otherwise expressly agreed in the individual contract. Such a guarantee would have to be agreed upon separately and would define the conditions and scope of the warranty.

Granting of Rights by the Client

The client alone is responsible for ensuring that they have all rights regarding the provided images, logos, documents, etc., and that no third-party rights are violated. By submitting documents, images, logos, etc., each client irrevocably and free of charge grants Christian Schönlein the unlimited right to use and exploit the content provided by them for the purpose of executing the contract, both spatially and temporally.
A client is obliged, unless they are not at fault, to indemnify, hold harmless, and defend Christian Schönlein at their own expense from any liability against all claims, lawsuits, or proceedings brought by third parties against Christian Schönlein or their legal representatives or agents, as well as against all related obligations, damages, settlements, penalties, fines, costs, or expenses (including, among other things, attorney's fees and other reasonable litigation costs) incurred by Christian Schönlein or their legal representatives or agents due to or in connection with a breach by the client of these terms and conditions or applicable laws, regulations, or requirements. In such a case, Christian Schönlein will inform the client in writing about any such claims, lawsuits, or proceedings. The client must participate in the defense against all claims to the extent possible.

Non-Solicitation of Employees and Subcontractors

Non-Solicitation Commitment: The Client agrees not to directly or indirectly solicit, hire, engage, or attempt to solicit, hire, or engage any employee, subcontractor, or associate of Christian Schönlein ("the Contractor") who is currently engaged with the Contractor or has been engaged within the twelve (12) months preceding the end of their engagement with the Contractor. This applies to individuals involved in any projects or services rendered to the Client during their contractual relationship with the Contractor.
Duration of Non-Solicitation: This non-solicitation obligation shall remain effective for a period of one (1) year following the end of the Client's contractual relationship with the Contractor or one (1) year after the respective employee, subcontractor, or associate has ended their engagement with the Contractor, whichever is later.
Exceptions with Consent and Compensation: Notwithstanding the above, the Client may solicit or hire such employees, subcontractors, or associates with the express written consent of the Contractor, under terms and conditions, including compensation, as determined and stipulated by the Contractor. The Contractor reserves the right to specify the terms of consent and any required compensation, which shall be agreed upon in writing by both parties.
Remedies for Breach: In the event of a breach or threatened breach of this clause by the Client, the Contractor is entitled to seek appropriate equitable relief, including injunctive relief, in addition to any other legal remedies available. The Client shall also be liable for any losses, damages, costs, or expenses incurred by the Contractor as a result of the breach or threatened breach.
Acknowledgment: The Client acknowledges that this non-solicitation obligation is reasonable and necessary to protect the legitimate business interests of the Contractor, including its business relationships, confidential information, and goodwill.

Intellectual Property Protection and Usage Rights

The copyrights in the services created by Christian Schönlein and their employees and engaged third parties remain with Christian Schönlein.
The services may only be used by the client during and after the termination of the contractual relationship for purposes covered by the respective order. The client is not entitled to reproduce and/or distribute the services without the express consent of Christian Schönlein. In no case will an unauthorized reproduction/distribution of the services result in any liability of Christian Schönlein towards third parties, for example, regarding the accuracy of the services.
The client's violation of the aforementioned provisions entitles Christian Schönlein, in accordance with statutory provisions, to immediately terminate the contract prematurely and to assert other legal claims, in particular for cease and desist and/or damages.

Confidentiality and Data Protection

"Confidential Information" refers to all information and documents relating to the business transactions of the respective other party that come to the attention of the other party, in particular, but not exclusively, print materials, figures, drawings, images, data carriers, and other documents containing copyrighted materials. Both parties commit to maintaining confidentiality regarding the confidential information concerning the respective other party and to using such information only for the execution of the order and the purpose pursued. The confidentiality obligation applies indefinitely beyond the duration of the order.
Both parties agree to impose the confidentiality obligation on all employees and/or third parties (e.g., programmers, graphic designers, etc.) who have access to the aforementioned business transactions. This obligation continues after the termination of the order.
The confidentiality obligation according to paragraph 1 does not apply to information,
1. that was already known to the respective other party at the time of the order,
2. that was already published at the time of the disclosure, without this resulting from a breach of confidentiality by the respective other party,
3. that the other party has expressly released in writing for disclosure,
4. that the other party has lawfully obtained from other sources without any confidentiality-related restrictions, provided that the disclosure and exploitation of this confidential information do not violate contractual agreements, legal provisions, or official orders,
5. that the other party has developed independently without access to the confidential information,
6. that must be disclosed due to legal disclosure, information, and/or publication obligations or official orders. As far as permissible, the obligated party will inform the respective other party as early as possible and provide the best possible support in taking action against the disclosure obligation.
The client agrees that the contents of the orders and the services created within the scope of these orders will be electronically stored and processed by Christian Schönlein in compliance with data protection regulations. The parties undertake not to transfer electronically stored or other data to third parties unless they are legally obligated to do so. The collection, processing, and use of personal data by Christian Schönlein are carried out in accordance with the applicable data protection provisions.