Terms & Conditions
Table of Contents
1. Scope of Application
1.1 These Terms and Conditions (“TC”) apply to all contracts, offers, orders, and business relationships between Linduxtry UG (haftungsbeschränkt), Landwehrstraße 19, 64293 Darmstadt, Germany (“Linduxtry”, “we”, “us”) and its customers (“Client”), including contracts for services (Dienstvertrag), contracts to produce a work (Werkvertrag), software development and licensing agreements, and consulting or project-management services, whether concluded in writing, electronically, or verbally.
1.2 These TC apply exclusively. Any terms and conditions of the Client or of third parties shall not apply, even if Linduxtry does not separately object to their applicability in an individual case, unless their validity is expressly agreed to in writing by Linduxtry.
1.3 These TC apply equally to all future business relationships with the Client, even if not separately agreed upon again, unless amended or replaced by updated TC published by Linduxtry.
1.4 These TC apply to entrepreneurs within the meaning of § 14 BGB, legal entities under public law, and special funds under public law (“business customers”). Where consumers within the meaning of § 13 BGB are contractually engaged, the mandatory statutory consumer-protection provisions of German law take precedence over any conflicting provision below.
2. Conclusion, Amendment, and Scope of Contract
2.1 Offers made by Linduxtry are non-binding and subject to change, unless expressly marked as binding or a binding acceptance period is stated. A contract is concluded upon Linduxtry’s written order confirmation, or upon commencement of performance, whichever occurs first.
2.2 Verbal agreements made prior to the conclusion of a contract are not legally binding; the written contract (including these TC) supersedes prior verbal understandings unless expressly stated to remain binding.
2.3 Amendments, supplements, or side agreements to the contract or to these TC require text form (§ 126b BGB) to be effective. Only managing directors or holders of commercial power of attorney (Prokura) of Linduxtry are authorised to agree to deviations.
2.4 Changes to the agreed scope of services during contract performance (change requests) must be agreed in text form. Linduxtry will submit a supplementary offer reflecting the change in scope, cost, and/or timeline, which the Client must accept within five (5) business days; absent timely acceptance, the change is deemed not agreed and the original scope continues to apply.
3. Services, Specifications, and Deliverables
3.1 The scope, functional specification, and quality of the services or software to be delivered result exclusively from the individual contract, the agreed specification document, or statement of work (SOW). General descriptions, presentations, demos, and marketing materials are non-binding unless expressly incorporated into the contract.
3.2 Details provided by Linduxtry regarding performance characteristics, compatibility, capacities, or technical data are approximate unless expressly warranted in writing. Customary technical deviations and improvements that do not impair contractual usability remain permissible.
3.3 Where software is provided under an agile or iterative development methodology, the specific increment scope for each sprint/iteration shall be documented in the relevant backlog, sprint plan, or equivalent written record and forms part of the contractually owed service for that iteration.
4. Prices and Payment Terms
4.1 Prices are as stated in the applicable offer or order confirmation, in EUR, plus statutory value-added tax (VAT) at the rate applicable at the time of invoicing. Unless otherwise agreed, billing is on a time-and-materials (hourly/daily rate) basis, invoiced monthly.
4.2 Invoices are due and payable within fourteen (14) calendar days of the invoice date without deduction, unless a different period is agreed in writing.
4.3 In the event of default, Linduxtry is entitled to charge statutory default interest pursuant to § 288 BGB. The assertion of further default damages remains unaffected.
4.4 Linduxtry is entitled to demand advance payment or security where, after conclusion of the contract, circumstances become known that are capable of significantly reducing the Client’s creditworthiness.
4.5 The Client may only offset against or withhold payment on the basis of counterclaims that are undisputed or have been finally and non-appealably established by a court.
5. Client's Duties to Cooperate
- Provide, in good time, all information, access, credentials, content, and materials required for Linduxtry to perform the service.
- Designate a suitably authorised point of contact for technical and commercial decisions.
- Promptly review and approve (or reject with reasons) deliverables, test environments, and milestone releases within any agreed review period.
- Ensure that any content, data, brand assets, or third-party materials supplied to Linduxtry are free of third-party rights that would prevent contractual use.
5.1 If the Client fails to fulfil its cooperation duties in due time, resulting delays and additional costs are the Client’s responsibility, and agreed deadlines shall be extended accordingly.
6. Delivery, Acceptance, and Milestones
6.1 Delivery dates and milestones are binding only if expressly designated as such in text form; otherwise, they are non-binding target dates.
6.2 Where a contract for work (Werkvertrag) applies, formal acceptance (Abnahme) shall take place via a written acceptance protocol or, absent objection, is deemed granted if the Client fails to declare rejection in writing, stating the defects, within ten (10) business days after notification of completion or delivery, or if the Client uses the deliverable productively.
6.3 Partial deliverables/increments may be subject to partial acceptance where agreed.
7. Warranty
7.1 For contracts for work (Werkvertrag; §§ 633 et seq. BGB), Linduxtry shall be entitled to at least two (2) attempts at subsequent performance (Nacherfüllung) before the Client may reduce the price, rescind the contract, or claim damages in lieu of performance.
7.2 For contracts for services (Dienstvertrag), no warranty for a specific result (Erfolg) is owed; Linduxtry undertakes the careful, professional performance of the agreed services in accordance with the generally recognised state of the art at the time of performance.
7.3 The limitation period for warranty claims is twelve (12) months from acceptance or, for services, from performance, unless mandatory statutory limitation periods (e.g. for intent, injury to life/body/health, or the Product Liability Act) provide otherwise.
7.4 Self-remedy by the Client, or remedy by third parties at Linduxtry’s expense, requires Linduxtry’s prior written consent, except in cases of urgency to avert disproportionately large damage, in which case the Client shall notify Linduxtry immediately.
8. Liability
8.1 Linduxtry is liable without limitation for damages arising from injury to life, body, or health, and for damages caused by intent or gross negligence of Linduxtry or its vicarious agents, as well as under the mandatory provisions of the German Product Liability Act.
8.2 For damages caused by simple negligent breach of a material contractual obligation (cardinal obligation, i.e. an obligation whose fulfilment is essential to the proper execution of the contract and on whose observance the Client may regularly rely), Linduxtry’s liability is limited to the foreseeable, typical damage for contracts of this kind at the time of conclusion of the contract.
8.3 Unless a different amount is expressly agreed in the individual contract, the liability cap under section 8.2 is limited to the total net remuneration paid under the relevant order in the twelve (12) months preceding the event giving rise to the claim, or EUR 100,000, whichever is higher.
8.4 Any further liability of Linduxtry is excluded. Liability for the loss of data is limited to the typical cost of restoration that would have been incurred had the Client performed regular, risk-appropriate data backups.
8.5 The above limitations and exclusions apply equally to the personal liability of Linduxtry’s employees, managing directors, and vicarious agents.
9. Confidentiality and Data Protection
9.1 The parties undertake to keep confidential all business and trade secrets of the other party of which they become aware in connection with the contractual relationship, and to use such information solely for the purposes of the contract. This obligation survives termination of the contract for a period of three (3) years, or indefinitely for trade secrets within the meaning of the German Trade Secrets Act (GeschGehG).
9.2 Subcontractors and suppliers engaged by Linduxtry to render the service are not deemed third parties, provided Linduxtry has imposed equivalent confidentiality obligations on them.
9.3 Insofar as Linduxtry processes personal data on behalf of the Client in the course of providing the service, the parties shall, prior to commencement of such processing, conclude a Data Processing Agreement (Auftragsverarbeitungsvertrag) pursuant to Art. 28 GDPR. For processing of personal data outside such a data-processing relationship, Linduxtry’s Data Protection Notice (see the accompanying Datenschutzerklärung) applies.
10. Intellectual Property and Rights of Use
10.1 Linduxtry retains all rights, title, and interest (including copyright) in pre-existing materials, tools, frameworks, libraries, methodologies, and generic components used or created in the course of providing the service (“Background IP”), and grants the Client a non-exclusive, non-transferable licence to use such Background IP solely as embedded in the delivered work product, for the duration and purpose of the contract.
10.2 Upon full payment of the agreed remuneration, Linduxtry grants the Client the rights of use, unlimited in time and territory, in and to the work product specifically developed for the Client under the relevant order (“Foreground IP”), to the extent required for the Client’s contractually intended use, unless otherwise agreed in the individual contract.
10.3 The Client warrants that any specifications, content, trademarks, or materials it provides do not infringe third-party rights, and shall indemnify Linduxtry against any resulting third-party claims, including reasonable legal defence costs.
10.4 Any open-source components incorporated into a deliverable remain subject to their respective open-source licence terms, which shall be disclosed to the Client upon request.
11. Term and Termination
11.1 Unless otherwise agreed, contracts for services may be terminated by either party with eight (8) weeks’ notice to the end of a calendar month. The right to extraordinary termination for good cause (§ 314 BGB, § 626 BGB as applicable) remains unaffected.
11.2 Good cause for extraordinary termination by Linduxtry includes, in particular, the Client’s default in payment of a due amount despite a reminder with a reasonable grace period, or the Client’s persistent failure to fulfil material cooperation duties such that continued performance becomes unreasonable for Linduxtry.
11.3 Upon termination, Linduxtry is entitled to compensation for services rendered up to the effective date of termination, plus any costs already incurred that cannot reasonably be avoided.
12. Retention of Title
12.1 Where physical goods, hardware, or licence media are delivered, Linduxtry retains title to such goods until full payment of all claims arising from the business relationship with the Client.
12.2 The Client may not pledge or assign as security the goods subject to retention of title prior to full payment, and must notify Linduxtry promptly of any third-party access (e.g. seizure) to such goods.
13. Force Majeure
Neither party shall be liable for failure or delay in performance to the extent caused by circumstances beyond its reasonable control, including but not limited to natural disasters, war, terrorism, pandemic-related governmental restrictions, widespread internet or cloud-infrastructure outages, or acts of government. The affected party shall notify the other party without undue delay and both parties shall use reasonable efforts to mitigate the impact.
14. Final Provisions
14.1 The place of performance for all obligations under the contract is Darmstadt, Germany, unless otherwise agreed.
14.2 The place of jurisdiction for all disputes arising from or in connection with the contractual relationship is the registered seat of Linduxtry UG in Darmstadt, Germany, provided the Client is a merchant (Kaufmann), a legal entity under public law, or a special fund under public law. Linduxtry remains entitled to also bring claims at the Client’s general place of jurisdiction.
14.3 The law of the Federal Republic of Germany applies exclusively, to the exclusion of the UN Convention on Contracts for the International Sale of Goods (CISG) and German conflict-of-laws rules.
14.4 Should any provision of these TC or of the underlying contract be or become invalid or unenforceable, in whole or in part, the validity of the remaining provisions shall not be affected. The invalid provision shall be replaced by a valid provision that comes as close as possible to the economic intent of the invalid provision. The same applies to any gap in these TC.
14.5 Amendments to these TC will be communicated to the Client in text form (e.g. by email) with reasonable notice before they take effect. If the Client does not object within four (4) weeks of receipt of the notification, the amendments are deemed accepted; Linduxtry will expressly draw the Client’s attention to this consequence in the notification.
15. Provider Information
Linduxtry UG (haftungsbeschränkt)
Landwehrstraße 19
64293 Darmstadt, Germany
Phone: +49 1639 297130
Email: info@linduxtry.io
Website: https://linduxtry.io/