Jazzy-Software S.L.U.

§ 1. Scope

The following conditions apply between jazzy-software S.L.U. (hereinafter referred to as the contractor) and its client for all orders for consulting, planning, organizational and programming tasks as well as similar services, unless otherwise agreed in writing.

§ 2. Subject

The subject of the contract is the agreed service (activity), which is carried out in accordance with the principles of proper professional practice by the contractor or the contractor's qualified employees within the agreed period of time. The selection of a service-performing employee remains at the discretion of the contractor.

§ 3. Scope of services

The task, the procedure and the type of work documents to be delivered are regulated in the written agreements between the contracting parties. Changes, additions or extensions to the task, the procedure and the type of work documents require a special written agreement.

§ 4. Special obligations of the contractor

The contractor is obliged to treat all information about operational and business secrets as well as all access data provided to him by the client as confidential.

§ 5. Obligation of the client to cooperate

1. The client undertakes to support the contractor's activities. In particular, the client shall create, free of charge, all the conditions within its operating sphere that are necessary for the proper execution of the order. These requirements include, among other things, that the client

i. provides the contractor with access to hosting, web server and CMS/shop backend to the extent necessary to carry out his work

ii. names a contact person who will be available to the contractor during the agreed working hours; The contact person is authorized to make statements that are necessary as interim decisions in the context of continuing the order

iii. Provides the contractor with access to the information necessary for his work at all times and provides him with all the necessary documents in a timely manner

iv. In the case of programming work, sufficient test data is available.

2. The client guarantees that the reports, organizational plans, drafts, drawings, lists and calculations produced by the contractor as part of the order are only used for his own purposes. To the extent that copyrights have arisen in the contractor's work results, they remain with the contractor.

§ 6. Force majeure

Force majeure events that make the contractor's performance significantly more difficult or impossible entitle him to postpone the fulfillment of his obligations for the duration of the hindrance and a reasonable start-up time. Strikes, lockouts and similar circumstances that directly or indirectly affect the contractor are equivalent to force majeure.

§ 7. Delay in acceptance

1. If the client defaults on accepting the services or fails to cooperate or delays the cooperation required of him in accordance with Section 5 or otherwise, the contractor can demand the agreed remuneration for the services not provided as a result without being obliged to provide additional services.

2. The contractor's claims for reimbursement of the additional expenses incurred remain unaffected.

§ 8. Duration of contract and termination

The contract ends at the end of the agreed time. However, it can be terminated in advance in writing with 8 weeks' notice if the client's operational reasons require this. In this case, the contractor's remuneration is as follows:

The full remuneration must be paid for the services provided by the contractor up to the end of the contract. Remuneration for services that can no longer be provided as a result of the early termination will be waived to the extent that the contractor thereby saves expenses and/or has generated income through other use of the resources thus released or has maliciously failed to do so.

§ 9.Duties of loyalty

The client and contractor undertake to be loyal to each other. In particular, the client must not hire or employ employees or former employees of the contractor who were active in connection with the execution of the order before 12 months after the end of the cooperation.

§ 10. Fees, additional costs, due dates

1. The remuneration for the services of the contractor or his employees is to be calculated based on the times spent by the contractor and his employees on their work, including travel times (time fees), unless otherwise specified in special cases.

2. The amount of the fee is based on the contractor's hourly rate valid when the order was placed.

3. The hourly rate can be changed by the contractor taking into account the underlying economic circumstances. The remuneration for the service provided by the contractor after a change in the hourly rate is based on the new hourly rate. The new hourly rate applies to all services provided within 6 weeks of notification to the client.

4. The due dates must be agreed separately. All invoices are to be paid immediately and without deductions.

5. Fees and other amounts invoiced (e.g. license costs, travel costs, expenses, additional costs, etc.) are exclusive of IVA (VAT). The client has no right of offsetting or retention.

§ 11. Additional conditions for web hosting

1. The contractor is not responsible for the content of the websites hosted by him.

2. The contractor is entitled to block or remove pages or web applications if their content or functionality violates applicable law or is otherwise likely to disrupt proper server operation. In particular, this includes the distribution of so-called spam emails and the - even unwitting - distribution of malware. The client's claim to compensation for the agreed web hosting remains unaffected.

3. Fees for web hosting are generally due in advance for the agreed payment period.

4. Unless otherwise agreed in individual cases, a minimum contract term of one year applies to web hosting services, after which a web hosting contract can be terminated with 6 weeks' notice to the end of the quarter.

§ 12. Miscellaneous

1. If provisions of the General Terms and Conditions of Contract are invalid, the remaining provisions are not affected. The parties undertake to replace the ineffective regulations with economically equivalent ones.

2. Changes and additions to the contract must be made in writing and must be expressly marked as such.

3. The place of jurisdiction for both parties is the contractor's place of business.