Note: onstruc UG is a German company. This English text is a translation provided for convenience only. In the event of any discrepancies, the German version of these Terms and Conditions shall prevail and is the only legally binding version.

General Terms and Conditions

for the provision of services by onstruc UG, Blumenstr. 45, 10243 Berlin, E-Mail: john@onstruc.com (hereinafter the "Contractor") to its customers (hereinafter the "Client")

1. General

1.1 These General Terms and Conditions (GTC) for the provision of services apply to contracts concluded between the Client and the Contractor with the inclusion of these GTC.

1.2 If, in addition to these GTC, further contractual documents or other business terms in text or written form have become part of the contract, the provisions of such further contractual documents shall prevail over these GTC in the event of any conflict.

1.3 The Contractor does not acknowledge any GTC deviating from these terms that are used by the Client, unless expressly agreed.

2. Subject Matter of the Contract and Scope of Services

2.1 As an independent contractor, the Contractor provides the following services to the Client:

Provision of documentation software.

2.2 The specific scope of services is governed by individual agreements between the Contractor and the Client.

2.3 The Contractor shall render the contractually owed services with the greatest possible care and diligence in accordance with the latest state of the art, rules, and findings.

2.4 The Contractor is obliged to provide the services owed under the contract. However, in performing its activities, the Contractor is not subject to any instructions regarding the manner of performance, the place of performance, or the time of performance. The Contractor shall nevertheless schedule its working days and its time allocation on those days in such a way that optimal efficiency is achieved in its work and in the implementation of the contractual subject matter. The Contractor's performance shall take place only in coordination and alignment with the Client.

3. Client's Cooperation Obligations

The Client is responsible for providing the information, data, and other content required for performance in a complete and correct manner. The Contractor shall not be responsible in any way for delays in performance that arise due to delayed and necessary cooperation or input from the Client; the provisions under the heading "Liability/Indemnification" remain unaffected.

4. Remuneration

4.1 The remuneration shall be agreed individually in the contract.

4.2 Remuneration is payable after the services have been rendered. If the remuneration is calculated by time periods, it shall be payable after the expiration of each time period (§ 614 German Civil Code (BGB)). In the case of effort-based billing, the Contractor is entitled, unless otherwise agreed, to invoice the services rendered monthly.

4.3 After providing the services, the Contractor will issue an invoice to the Client by post or by e-mail (e.g., as a PDF). Payment is due within 14 days of receipt of the invoice.

5. Liability / Indemnification

5.1 The Contractor shall be liable without limitation on any legal grounds in cases of intent or gross negligence, in cases of intentional or negligent injury to life, body, or health, due to a guarantee undertaking to the extent not otherwise regulated, or due to mandatory liability. If the Contractor negligently breaches a material contractual obligation, liability shall be limited to the typical, foreseeable damage, unless liability is unlimited under the preceding sentence. Material contractual obligations are obligations which, by their content, the contract imposes on the Contractor to achieve the purpose of the contract, the fulfillment of which makes proper performance of the contract possible in the first place and on the observance of which the Client may regularly rely. Otherwise, the Contractor's liability is excluded. The above liability provisions also apply with regard to the Contractor's liability for its vicarious agents and legal representatives.

5.2 The Client shall indemnify the Contractor against any third-party claims asserted against the Contractor due to breaches by the Client of these contractual terms or of applicable law.

6. Term and Termination

6.1 The term of the contract and the notice periods for ordinary termination shall be agreed individually by the parties.

6.2 The right of both parties to terminate without notice for good cause remains unaffected.

6.3 Upon termination of the contract, the Contractor shall immediately return or destroy all documents and other content provided to it, at the Client's option. Any right of retention is excluded. Electronic data must be deleted in full. Excluded are documents and data for which a longer statutory retention obligation exists, but only until the end of the respective retention period. At the Client's request, the Contractor shall confirm the deletion in writing.

7. Confidentiality and Data Protection

7.1 The Contractor shall treat all matters that become known to it in connection with the engagement as strictly confidential. The Contractor undertakes to impose the confidentiality obligation on all employees and/or third parties who have access to the contractual information. The confidentiality obligation shall apply for an unlimited period beyond the term of this contract.

7.2 The Contractor undertakes to comply with all data protection regulations in performing the engagement – in particular the provisions of the General Data Protection Regulation (GDPR) and the German Federal Data Protection Act (BDSG).

8. Final Provisions

8.1 The law of the Federal Republic of Germany shall apply, excluding the CISG.

8.2 Should any provision of these GTC be or become invalid, the validity of the remaining provisions shall not be affected.

8.3 The Client shall support the Contractor in providing the contractually owed services through appropriate cooperation actions, insofar as required. In particular, the Client shall provide the Contractor with the information and data necessary to fulfill the engagement.

8.4 If the Client is a merchant, a legal entity under public law, or a special fund under public law, or has no general place of jurisdiction in Germany, the parties agree on the Contractor's registered office as the place of jurisdiction for all disputes arising from this contractual relationship; exclusive places of jurisdiction remain unaffected.

8.5 The Contractor is entitled to amend these GTC for objectively justified reasons (e.g., changes in case law, legal situation, market conditions, or business/corporate strategy) while observing a reasonable notice period. Existing customers will be notified by e-mail at least two weeks before the amendment takes effect. If an existing customer does not object within the period specified in the amendment notice, their consent to the amendment shall be deemed granted. If the customer objects, the amendments shall not take effect; in this case, the Contractor is entitled to terminate the contract extraordinarily as of the date the amendment would have taken effect. The notice of the intended amendment will point out the period and the consequences of an objection or a failure to object.

9. Information on Online Dispute Resolution / Consumer Arbitration

The EU Commission provides a platform for online dispute resolution at the following link: https://ec.europa.eu/consumers/odr

This platform serves as a point of contact for the out-of-court settlement of disputes arising from online purchase or service contracts involving a consumer. The provider is neither willing nor obliged to participate in consumer dispute resolution proceedings under the VSBG.

Our e-mail address can be found in the heading of these GTC.