Terms & Conditions (AGB)
1. Scope of Application
These Terms & Conditions apply to all services provided by Novex Systems (hereinafter “Provider”) to its clients (hereinafter “Client”). They apply to custom software development, SaaS products, consulting services, and maintenance and support. Any deviating terms of the Client shall not apply unless expressly agreed in writing.
2. Contract Formation
A contract is concluded when the Client accepts an offer issued by the Provider, or both parties agree in writing (including electronic communication). All offers are non-binding unless explicitly stated otherwise.
3. Scope of Services
The Provider offers development of custom software solutions, consulting and technical advisory, deployment and integration services, and maintenance and support. The exact scope of services is defined in individual agreements or project specifications.
4. Project Execution & Milestones
Projects are executed using a milestone-based (sprint) model. Work is divided into defined development phases (milestones), each of which may be billed separately. Adjustments to scope may impact timeline and pricing.
The Client agrees to:
- Provide necessary input and feedback in a timely manner.
- Review deliverables within a reasonable timeframe.
Delays caused by the Client may extend delivery timelines.
5. Pricing & Payment
Pricing may be fixed per project or milestone, or based on hourly/effort-based calculation. Invoices are payable within 14 days unless otherwise agreed. In case of delayed payment, the Provider reserves the right to pause work, and legal interest on late payments may apply.
6. Client Obligations
The Client agrees to provide all necessary information, materials, and access; ensure that provided content does not violate any laws or third-party rights; and cooperate throughout the project. Failure to comply may result in delays or additional costs.
7. Intellectual Property
Unless otherwise agreed, full usage rights are transferred to the Client only after full payment. The Provider retains the right to reuse general knowledge, concepts, and non-client-specific components. Third-party tools and libraries remain subject to their respective licenses.
8. Warranty
The Provider ensures that delivered software meets the agreed requirements and functions as specified at the time of delivery. The Client must report defects within a reasonable timeframe. The Provider has the right to remedy defects (rectification) or provide a replacement solution.
9. Liability
The Provider’s liability is limited as follows: Full liability applies in cases of intent and gross negligence. In cases of slight negligence, liability is limited to foreseeable, typical damages.
The Provider is not liable for indirect damages, loss of profit, or data loss (unless caused by gross negligence). Maximum liability is limited to the total contract value, unless required otherwise by law.
10. Confidentiality
Both parties agree to treat all confidential information as strictly confidential. This obligation remains in effect even after termination of the contract.
11. Termination
Contracts may be terminated by mutual agreement or for cause (important reason). In case of termination, completed work must be paid, and partially completed milestones may be billed proportionally.
12. Data Protection
The Provider processes personal data in accordance with applicable data protection laws (GDPR). Further information can be found in the Privacy Policy.
13. Applicable Law & Jurisdiction
The laws of the Federal Republic of Germany apply. The place of jurisdiction is Düsseldorf, Germany, to the extent permitted by law.
14. Final Provisions
If any provision of these Terms is invalid, the remaining provisions shall remain unaffected.