Terms and Conditions

SPACE44 GmbH (hereinafter also "Contractor") is a service provider that supports clients ("Clients") in the context of IT and design projects through various Services and offers technology-independent IT and design consulting Services.

The following terms and conditions govern the type and scope of the provision of Services in the field of software development as well as IT Services for the client during the agreed contract period.

Clients are exclusively companies within the meaning of § 14 BGB (German Civil Code). Services to consumers according to § 13 BGB will not be provided by the Contractor.

1) "Deliverables" means all works created by the activities of the Contractor under the collaboration, in particular any contract software and documentation created.

2) "Documentation" includes user documentation, installation description, interface descriptions, source code documentation, and maintenance documentation.

3) "Employees" are employees of the respective party or affiliated companies, or employees without employee status such as freelancers and/or temporary workers or other subcontractors.

4) "Consultants" are the Employees (including freelancers and other subcontractors) employed by the Contractor for the purpose of providing Services.

5) "Confidential Information" shall mean all information and documents of the other party which are to be classified or regarded as confidential, in particular information on operational processes, business relationships and know-how, and, for the Contractor, all results of work.

6) "Services" are the Services provided by the Contractor through its Consultants on the basis of the agreement concluded on the basis of these T&Cs. Each Consultant named in an offer constitutes an independent Service under these T&Cs.

7) A "Project" is a service project in which Services are provided by the Contractor through its Consultants. A Project can include Services from multiple Consultants.

1) The Contractor shall always provide its Services in the form of pure Services according to appropriate professional care. Accordingly, the Contractor is not obliged to deliver a certain work result in the provision of his Services.

2) The Contractor is entitled to decide freely on the place of supply of Services. The development work is always carried out in the Client's system environment. Work results are stored exclusively there. The Contractor does not back up any codes or data on its own systems. This is the sole responsibility of the Client.

3) The Contractor is always entitled to provide Services by an employee or subcontractor of his choice. Should additional training times arise as a result of the replacement of employees and subcontractors, the Contractor will not invoice these training times.

4) The Contractor is entitled to engage subcontractors. The project management and organization is the responsibility of the Client.

5) The Client must ensure by the manner of the contract and by appropriate internal organizational measures that no relationship arises with employees of the contractor which can be regarded as an employment relationship between the Client and the Employee of the Contractor.

1) If the Client takes over an Employee of the Contractor as its own employee, the Contractor shall be entitled to a fee equal to 30% of that employee's first gross annual salary. This amount shall be payable to the Contractor if the employment is during the term of this contract or during the first 12 months following the termination of this contract.

2) If the Client directly appoints a Consultant designated or mediated by the Contractor for a Project, the Contractor shall be entitled to a flat-rate commission of EUR 24,000 per year in which such a direct appointment takes place. This commission does not apply if the Client proves the actual scope of the direct appointment by presenting the remuneration invoiced by the respective Consultant. In this case, the Client must pay during the first two years a percentage of 30% of the net contract value of the Services provided.

The Client has the right to inform himself about the progress of the Project at any time. For this purpose, the Contractor shall, upon request, send the contracting entity the necessary information.

1) The Client shall pay the remuneration specified in the offer for the Services of the Contractor. The Services mentioned in the offer will be invoiced upon service delivery on a "Time & Material" basis unless otherwise stipulated.

2) If the Client specifically requests the Contractor to perform work on a weekend or on a public holiday, the remuneration for these days increases by 25% for Saturdays or by 50% on Sundays and public holidays.

3) Billing is carried out monthly for the Services provided in the previous calendar month. The billed Services are due 7 days after receipt of the invoice.

4) Insofar as the Contractor provides Services at the registered office of the Client or any other place of use specified by the Client, travel expenses shall be reimbursed in the amount provided for in the offer.

1) The Client shall pay to the Contractor a deposit for each Consultant engaged under the contract, calculated as 160 hours × the agreed hourly rate, prior to the start of the project.

2) In the event that the Contractor satisfies itself due to default in payment by the Client with regard to the remuneration from the provision of security, the Client shall immediately settle the difference to the security deposit up to the full amount.

3) The Contractor shall reimburse the security deposit immediately after termination of the contract if there are no outstanding claims against the Client.

4) The provisions of paragraphs 1 and 2 apply to all follow-up contracts that concern the respective Consultant from the initial contract. A new payment of a deposit is not necessary.

1) For new clients and upon a dedicated assignment: SPACE44 can also search for Employees according to a skillset specified by the Client. For these Services, SPACE44 will charge a recruiting fee of 50% for each respective position according to Section 7.

2) If the Client commissions a Project with SPACE44 within 30 days of presentation of the Consultant, the Recruiting Fee will be offset against the deposit according to Section 7.

3) If the Client does not commission a project within 30 days of presentation, the recruiting fee will not be set off and remains in full with SPACE44.

4) If SPACE44 is unable to suggest a suitable Consultant, SPACE44 will inform the Client accordingly and refund the Recruiting Fee.

1) At the time of payment of the respective service, the Contractor grants to Client the non-exclusive unlimited and irrevocable right regarding all Deliverables. In particular, the Client is without limitation entitled to reproduce, edit, transfer into other forms, modify, continue, supplement, distribute, sub-license, and transfer all rights of use granted under this contract.

2) The Contractor also uses Open-Source components during the development. The Client shall authorize the Contractor to license Open-Source components on behalf of the Client as necessary for the project.

3) Contractor also uses AI-Tools during the development, in particular OpenAI, Anthropic Claude, Google Gemini, Mistral, DeepSeek and GitHub Co-Pilot. Client is aware and accepts that the use of AI-Tools might restrict the IP-rights that can be granted. If Client does not want Contractor to use certain AI-Tools, Client shall inform Contractor thereof.

1) This contract is concluded for an indefinite period. This contract may be terminated with 3 months' notice to the end of a calendar year.

2) Each Consultant named in an offer represents an independent service. Consultants can also be terminated during the term according to the following principles:

· One Consultant may be terminated with 14 days' notice. · If a second termination of a Consultant occurs simultaneously with the first, a notice period of four weeks applies. · For any further early termination declared simultaneously with the first or second termination, a notice period of two months shall apply. · In the case of simultaneous terminations, the Client must indicate the order of priority.

3) Any termination must be in text form (e.g. email).

1) During the term of this contract, the Client is obliged to request the Services to the extent of the calendar-monthly minimum request per Consultant provided for in the offer. Downtimes on the part of SPACE44 (e.g. due to holiday or illness of the respective Consultant) reduce the mandatory minimum request accordingly.

2) If the Client falls short of the agreed minimum request per Consultant by up to 10% in a calendar month, the Client is obliged to call off correspondingly more Services in the following calendar month.

3) If the Client falls below the agreed minimum request per Consultant by more than 10% in a calendar month, SPACE44 reserves the right to charge 90% of the agreed minimum request for this calendar month.

1) Within the scope of this contract, the Contractor shall only be liable for damages (a) caused intentionally or through gross negligence, or (b) which have arisen as a result of injury to life, body or health through a breach of duty, or (c) if the damage has arisen as a result of the breach of a cardinal obligation.

2) The claim for damages is limited to the foreseeable damage typical of the contract. If, in the opinion of the Client, the foreseeable damage typical of the contract exceeds EUR 1 million, the Client is obliged to inform the Contractor.

3) In cases other than those referred to in paragraph 1, the Contractor's liability is excluded regardless of the legal ground.

4) The liability provisions also apply to the personal liability of the Contractor's organs, employees and vicarious agents.

The Contractor shall comply with the rules of data protection, in particular if he is granted access to the operation or to hardware and software of the Client. He ensures that his employees and vicarious agents also comply with these provisions and obliges them to data secrecy before commencing their activities. The Contractor does not intend to process or use personal data on behalf of the Client.

1) The parties agree to maintain confidentiality about confidential information. This obligation shall continue for a period of 6 months following the termination of the contract.

2) Excluded from this obligation are confidential information which: · were demonstrably already known to the recipient at the time of conclusion of the contract; · are publicly known at the time of conclusion of the contract or are subsequently made public; · must be disclosed on the basis of legal obligations or by order of a court or authority.

3) The parties will grant access to confidential information only to Consultants subject to professional secrecy or to whom obligations under the confidentiality obligations have previously been imposed.

4) Every culpable violation of these regulations results in an appropriate contractual penalty. Further claims of the injured party remain unaffected.

1) Each contracting party shall bear the costs incurred by it in connection with this contract and its implementation.

2) These General Terms and Conditions apply in addition to the respective individually contractually negotiated agreements and to the offers of the Contractor. General terms and conditions of the client are hereby expressly contradicted.

3) German law applies to the exclusion of the provisions of private international law and the UN Convention on Contracts for the International Sale of Goods.

4) All disputes arising out of or in connection with this agreement shall be the exclusive jurisdiction of the courts in Munich in the first instance.

5) Amendments and additions to this contract must be made in writing or text form in order to be effective. There are no verbal ancillary agreements.

6) Should any provision of this Agreement be ineffective or unenforceable in whole or in part, this shall not affect the validity of the remaining provisions. The parties undertake to agree, in place of the invalid provision, an appropriate provision which comes closest to what the parties wanted according to the meaning and purpose of the contract.