General Terms and Conditions
For development, design, and consulting services provided by PALURO (Paul Lukas Roder, Montessoristraße 21, 40670 Meerbusch, Germany – "PALURO"). The German version of these terms is the legally binding one.
§ 1 Scope
(1) These terms apply to all contracts between PALURO and clients who are entrepreneurs within the meaning of § 14 of the German Civil Code (BGB), legal entities under public law, or special funds under public law ("Client").
(2) Conflicting or deviating terms of the Client do not become part of the contract unless PALURO expressly agrees to them in text form.
(3) Individual agreements (e.g. in a quote or project contract) take precedence over these terms.
§ 2 Conclusion of contract
(1) Quotes by PALURO are non-binding unless expressly designated as binding.
(2) A contract is concluded when PALURO confirms the engagement in text form (e.g. by email) or begins performing the services.
§ 3 Services
(1) Services comprise in particular the development of iOS apps, the design and development of websites, and consulting. The nature and scope of the services follow from the respective quote or order confirmation.
(2) Changes or extensions to the agreed scope (change requests) require a separate agreement and, unless otherwise agreed, are billed on a time and materials basis.
(3) For app releases, the respective platform operator (e.g. Apple) alone decides on approval. PALURO supports the submission process with due care but does not owe approval by the platform operator.
(4) PALURO may engage qualified third parties as subcontractors.
§ 4 Client cooperation
(1) The Client provides all content, materials, information, access, and approvals required for the project in good time and free of charge.
(2) The Client warrants that content it provides is free of third-party rights that would conflict with the contractual use, and indemnifies PALURO against third-party claims in this respect.
(3) If the project is delayed due to missing or late cooperation, agreed deadlines are extended appropriately; additional effort caused thereby may be billed on a time and materials basis.
§ 5 Fees and payment
(1) The fees agreed in the quote apply. All prices are net plus the applicable statutory value-added tax.
(2) PALURO may request reasonable advance payments, in particular at project start and upon reaching agreed milestones.
(3) Unless otherwise agreed, invoices are due for payment without deduction within 14 days of the invoice date.
§ 6 Acceptance
(1) Where services are of a work-contract nature, the Client declares acceptance without undue delay, at the latest within 14 days of delivery, provided there are no material defects.
(2) The work is deemed accepted if the Client does not notify material defects in text form within this period or uses the work productively (e.g. releasing the app or putting the website live).
§ 7 Rights of use
(1) Upon full payment of the agreed fees, the Client receives the unrestricted right in time and territory to use the work results created individually for it for the purposes contemplated by the contract.
(2) Pre-existing tools, libraries, and reusable components contributed by PALURO remain with PALURO; the Client receives a non-exclusive right of use to the extent required to use the work results.
(3) Open-source components are subject to their respective licence terms; PALURO will identify material components used upon request.
§ 8 Warranty
(1) Statutory warranty rights apply, provided that PALURO is first given the opportunity to cure within a reasonable period.
(2) In particular, impairments caused by modifications by the Client or third parties, by conditions of use not agreed upon, or by changes to third-party systems (e.g. operating system updates, app store policies, browsers, or external services) after acceptance do not constitute defects. Their remediation may be commissioned as a separate service.
§ 9 Liability
(1) PALURO is liable without limitation for intent and gross negligence, for injury to life, body, or health, and under mandatory statutory provisions (e.g. the German Product Liability Act).
(2) In cases of slight negligence, PALURO is liable only for the breach of essential contractual obligations (obligations whose fulfilment makes the proper performance of the contract possible in the first place and on whose observance the Client may regularly rely), limited to the foreseeable damage typical for the contract.
(3) Any further liability is excluded. Liability for loss of data is limited to the recovery effort that would have been incurred had the Client performed proper, regular data backups.
§ 10 Confidentiality
The parties treat all confidential information of the other party obtained in the course of the cooperation as confidential and use it only to perform the contract. This obligation survives the end of the contract.
§ 11 References
After publication, PALURO may name the Client and the project as a reference, including name and logo (e.g. on paluro.de), unless the Client objects in text form.
§ 12 Final provisions
(1) The law of the Federal Republic of Germany applies, excluding the UN Convention on Contracts for the International Sale of Goods (CISG).
(2) If the Client is a merchant, a legal entity under public law, or a special fund under public law, the exclusive place of jurisdiction is the seat of PALURO.
(3) Should individual provisions of these terms be or become invalid, the validity of the remaining provisions remains unaffected.