03 — LEGAL

General Terms and Conditions

Seovantis Solutions UG (haftungsbeschränkt) i. G.

Version of 9 October 2026

Download the terms as PDF (German, version of 9 October 2026) (opens in a new tab)

This is a translation provided for convenience and has not been reviewed by a lawyer. The German version is the legally binding one; in the event of any discrepancy, the German text prevails.

Zur deutschen Fassung

Section 1 Scope and contracting parties

These General Terms and Conditions apply to all contracts for services provided by Seovantis Solutions UG (haftungsbeschränkt) i. G. (hereinafter “Seovantis”), in particular in the areas of software development, IT services, system integration, technical testing and analysis, digital optimisation, AI and data solutions, ERP connections, web and application development as well as maintenance, support and managed services.
These terms apply exclusively to businesses within the meaning of Section 14 of the German Civil Code (BGB), legal entities under public law and special funds under public law. No contracts are concluded with consumers. By placing an order, the customer confirms that it is acting as a business.
Deviating or supplementary terms and conditions of the customer become part of the contract only if Seovantis expressly agrees to them in text form. This also applies if Seovantis provides services without reservation while aware of such terms.
Individual contractual agreements take precedence over these terms.
In the event of conflict, the following order of precedence applies: individual contract or individual order, offer, package description or technical service description (statement of work), these terms.

Section 2 Offers and conclusion of contract

Offers by Seovantis are non-binding unless they are expressly designated as binding or contain an acceptance period.
Contracts are concluded by an individually agreed contract, acceptance of a binding offer, an individual order or an electronic order followed by an order confirmation from Seovantis. Text form is sufficient.
For standardised fixed-price services, the customer may place a binding order via an online form. Before submission, the scope of services, price and turnaround time are displayed in a summary; the customer can check and correct its entries.
Seovantis acknowledges receipt of an electronic order without undue delay. A mere acknowledgement of receipt does not constitute acceptance of the order. The contract is concluded as soon as Seovantis accepts the order by a message in text form expressly designated as an “order confirmation”. The order confirmation may be generated and sent automatically. It must make clear that Seovantis bindingly accepts the order. If the order is not accepted within three business days, the customer is no longer bound by its order.
Seovantis stores the contract text and sends the customer the order data and these terms in text form together with the order confirmation. The contract language is German; where English versions exist, the German version is authoritative.
The type and scope of the agreed services are determined by the respective individual contract, offer or individual order, or by the order accepted by order confirmation, and, where agreed, by a technical service description (statement of work) or a package description.
The content of the contract is determined by the offer, a technical service description (statement of work), a package description or any other agreed service description, and these terms; in the event of conflict, the order of precedence under Section 1 (5) applies.

Section 3 Subject matter and scope of services

Seovantis provides technical testing, development, integration, implementation and operating services for business customers.
The service portfolio includes in particular:
- Custom software development and technical modernisation
- Websites, online shops and web-based applications
- ERP, SAP and system integrations
- Electronic invoicing and interface development
- AI and data integrations
- Technical SEO and performance optimisation
- Accessibility audits and technical accessibility measures
- IoT, 3D and interactive applications
- Technical analyses and test reports
- Maintenance, support and managed services
This list describes possible service areas and does not establish any entitlement to specific services.
The type, scope, remuneration, dates, turnaround times, deliverables and, where applicable, acceptance criteria are determined exclusively by the contractual documents agreed for the order in question.
Services that have not been expressly agreed are not owed. In particular, testing services and the subsequent technical remediation of identified problems are separate services unless they have been ordered together.
In the case of technical testing and analysis services, the results relate to the agreed scope of testing, the methods used and the documented time of testing. Complete identification of all conceivable defects or risks is not promised. Later changes to the tested system are not covered by the result.
Seovantis does not provide legal advice or legal certification. Where services serve to implement statutory or normative requirements, Seovantis owes the agreed technical implementation in accordance with the standards named in the contract. Whether and to what extent legal obligations apply to the customer and are fulfilled is assessed by the customer together with its legal counsel.
Availability, response and recovery times are owed only to the extent expressly agreed.
Third-party services, in particular hosting, licences, cloud services and interfaces of other providers, are procured by the customer in its own name and for its own account unless otherwise agreed. Seovantis is not responsible for the availability of or changes to such services.
Statutory warranty rights and expressly agreed quality requirements remain unaffected.

Section 4 Development partners and quality assurance

Seovantis is entitled to use suitable subcontractors and technical development partners in Germany and abroad unless an individual agreement provides otherwise.
Seovantis remains responsible to the customer for proper performance of the contractual obligations it has assumed.
Operational coordination and customer communication are handled by Seovantis unless otherwise agreed.
Seovantis reviews the technical services provided by its own staff or by commissioned development partners against the agreed quality requirements.
The internal quality assurance required for this is part of the respective technical implementation and is not charged separately unless an additional, separately ordered testing service has been agreed.
The type and scope of review procedures depend on the service in question. Specific security tests, penetration tests, static code analyses or further certifications are owed only to the extent expressly agreed.

Section 5 Customer's duties to cooperate

The customer names a contact person who is authorised to provide information and take decisions within the scope of the order.
The customer provides the information, specifications, documents, approvals, access and test environments required to carry out the order in good time and free of charge.
The customer ensures that it is entitled to commission the agreed work and to make the systems, data and content concerned available.
Delays caused by duties to cooperate not being fulfilled in good time extend agreed performance periods appropriately.
If missing or deficient cooperation causes additional effort, Seovantis notifies the customer. If the lack of cooperation continues thereafter, Seovantis may charge the additional effort at the agreed rates or, failing these, at customary rates. Statutory claims remain unaffected.
The customer remains responsible for properly backing up its own systems and data unless a corresponding backup service by Seovantis has been agreed.

Section 6 Remuneration and payment terms

Remuneration is determined by the respective offer, individual contract, agreed package description or technical service description (statement of work).
Services may be provided at a fixed price, on an hourly or daily rate basis or for recurring remuneration.
Services charged on a time basis are invoiced monthly in arrears together with a record of activities. Objections to the record must be raised in text form within 14 calendar days of receipt.
All prices are in euros net plus statutory value added tax at the applicable rate.
Invoices are sent electronically and are payable without deduction within 14 calendar days of receipt unless otherwise agreed.
For larger projects, instalments, advance payments or milestone payments may be agreed.
Travel costs and other expenses are reimbursed only if this has been agreed or approved in advance by the customer.
Changes to the scope of services, additional requirements or chargeable additional services require agreement before they are carried out.
Unilateral changes to agreed prices are excluded.
If the customer is in default with a due payment despite a reminder, Seovantis may withhold further services under the same contractual relationship until payment is made. The statutory provisions on default of payment remain unaffected.

Section 7 Performance periods and changes

Binding performance and delivery periods are determined by the respective contractual documents.
Where a period presupposes the provision of certain information, access or approvals, it begins only once the agreed prerequisites have been met in full. Periods measured in business days count Monday to Friday excluding public holidays at the registered office of Seovantis.
If changes to the scope of services are requested during a project, the parties agree the effects on remuneration, dates and deliverables before they are implemented.
Seovantis informs the customer of foreseeable delays and their expected effects.
Statutory claims for delay remain unaffected.

Section 8 Acceptance and rights in respect of defects

Whether a service is to be classified in law as a service or as a work depends on the specific subject matter agreed and on the statutory provisions.
Where a work capable of acceptance is owed, Seovantis makes the work result available for inspection after completion and requests the customer to accept it.
The customer inspects the work result within 14 calendar days of it being made available, unless another period has been agreed, and declares acceptance or names identified defects in text form. Acceptance may not be refused on account of insignificant defects.
If the customer neither declares acceptance within the period nor refuses it while naming at least one defect, the work result is deemed accepted in accordance with Section 640 (2) BGB.
For projects with agreed milestones or separable partial services, Seovantis may require partial acceptances.
Productive use may constitute implied acceptance under the statutory conditions.
For works, claims for defects become time-barred twelve months after acceptance. This does not apply in the cases of Section 11 (1) and (2), in the event of fraudulent concealment of a defect and where the law mandatorily provides for longer periods. For all other services, the statutory limitation periods apply.
In all other respects, statutory rights in respect of defects remain unaffected.

Section 9 Rights of use and intellectual property

Rights of use in work results are determined primarily by the respective contract or technical service description (statement of work).
Unless otherwise agreed, upon payment in full the customer receives, in software developed individually for it including the associated source code, an exclusive right, unlimited in time and territory, to use, modify and further develop it for its own business purposes.
In other work results, in particular test reports, analyses, concepts and documentation, the customer receives upon payment in full a non-exclusive right of use, unlimited in time and territory, for its own business purposes. It may pass them on to service providers it has commissioned to the extent necessary to implement the measures described in them.
Pre-existing software, tools, templates, methods, libraries and standard modules of Seovantis or third parties remain unaffected by paragraph 2. Where they form part of a work result, the customer receives a non-exclusive, permanent right of use in them to the extent necessary for use in accordance with the contract.
Open-source software and other third-party components are subject to their respective licence terms. Seovantis names the open-source components used on request.
Seovantis remains entitled to continue using general know-how, methods and procedures that have no connection to the customer's confidential information.
Seovantis names the customer as a reference only with the customer's prior consent in text form.

Section 10 Data protection and confidentiality

Both parties treat the other party's confidential business and technical information as confidential and use it only to perform the contract. This obligation continues for three years after the end of the contract.
Seovantis obliges the staff and subcontractors it uses to maintain confidentiality to the extent required.
Development and test work is carried out with synthetic or effectively anonymised data wherever possible.
Personal data is processed in compliance with the applicable data protection laws.
Where Seovantis processes personal data on behalf of the customer pursuant to Article 28 GDPR, the parties conclude a data processing agreement before the processing begins.
International data transfers take place only in compliance with the applicable statutory requirements and necessary safeguards.
Seovantis may use AI-supported tools to support the contractually agreed provision of services. This also applies to development partners commissioned by Seovantis. Confidential information of the customer may be processed only in AI services whose contractual terms applicable to the use in question exclude the use of that information for training AI models and provide for appropriate contractual confidentiality obligations. Personal data of the customer may be processed in such services only if the necessary data protection requirements are met. Where processing on behalf pursuant to Article 28 GDPR is involved, a corresponding agreement under Section 10 (5) is required. The customer may exclude the use of AI-supported tools for its order in text form before the work concerned begins. Later exclusion is also possible; in that case the parties agree any effects on the scope of services, remuneration and agreed dates. Seovantis ensures that the development partners used for the order are informed of corresponding contractual obligations and are bound to comply with them.
After the end of the contract, Seovantis returns or deletes documents and access data provided to it unless statutory retention obligations apply.
Confidentiality obligations do not apply to information that is lawfully in the public domain, was already lawfully known or must be disclosed on the basis of statutory obligations.

Section 11 Liability

Seovantis is liable without limitation for intent and gross negligence.
Seovantis is likewise liable without limitation for damage arising from injury to life, body or health that is based on an intentional or negligent breach of duty by Seovantis, its legal representatives or vicarious agents.
In the event of a slightly negligent breach of material contractual obligations, liability is limited to the damage that was foreseeable and typical of the contract at the time it was concluded. A further liability cap in a specific amount may be agreed individually for the order in question to the extent that it complies with statutory requirements.
Material contractual obligations are obligations whose fulfilment makes proper performance of the contract possible in the first place and on whose observance the customer may regularly rely.
In the event of a slightly negligent breach of non-material contractual obligations, liability is excluded to the extent permitted by law.
Mandatory statutory liability, in particular under the German Product Liability Act, and liability arising from expressly assumed guarantees remain unaffected.
In the event of data loss, Seovantis is liable only for the effort that would be required for restoration had the customer backed up its data properly and regularly, unless data backup was the responsibility of Seovantis.
The liability provisions apply correspondingly in favour of the legal representatives and vicarious agents of Seovantis.

Section 12 Term and termination

The term of a contract is determined by the respective contractual documents.
One-off orders end upon complete performance of the agreed services without the need for termination. There is no automatic renewal.
For ongoing maintenance, support and managed services contracts, a minimum term of three months applies unless otherwise agreed.
After expiry of the minimum term, such a contract is extended by one month at a time unless it is terminated in text form with one month's notice to the end of the calendar month.
The right to extraordinary termination for good cause and other statutory termination rights remain unaffected.
The legal consequences of termination are governed by the statutory provisions and the respective contractual agreements.

Section 13 Force majeure

If performance of the contract is materially impaired by events beyond the reasonable control of a party, the performance obligations affected are suspended for the duration of the impairment.
Such events may include in particular natural disasters, war, significant official measures or large-scale infrastructure failures beyond control.
The party affected informs the other party without undue delay of the impairment and its expected duration.
If a material impairment lasts longer than 30 calendar days, either party may terminate the contract affected.
Mandatory statutory rights remain unaffected.

Section 14 Set-off and retention

The customer may set off only counterclaims that are undisputed, have been finally determined by a court or are ready for decision. Counterclaims arising from the same contractual relationship remain unaffected.
The customer may assert rights of retention only on the basis of claims arising from the same contractual relationship.

Section 15 Applicable law and place of jurisdiction

The law of the Federal Republic of Germany applies, excluding the UN Convention on Contracts for the International Sale of Goods.
If the customer is a merchant, a legal entity under public law or a special fund under public law, the registered office of Seovantis is the exclusive place of jurisdiction.
Mandatory statutory provisions on jurisdiction remain unaffected.

Section 16 Final provisions

Amendments and additions to the contract require text form unless a stricter form is prescribed by law.
Should any provision of these terms be or become invalid, the statutory provisions apply in its place. The validity of the remaining provisions remains unaffected.