Terms of Service

These terms govern the general legal basis for services provided by verixon under German law and apply unless a signed customer contract, statement of work, service agreement, or SLA expressly provides otherwise.

Scope and Order of Precedence

These terms apply to consulting, engineering, software development, implementation, hosting, support, and related services provided by verixon. They are intended primarily for business customers within the meaning of Section 14 BGB. If a signed customer contract, offer, statement of work, service agreement, or SLA contains deviating terms, that signed document takes precedence over these general terms.

Services and Scope

verixon provides services such as IT consulting, architecture, cloud and data engineering, software development, AI-related implementation, integration work, hosting, and operational support. The exact service scope, deliverables, assumptions, and customer duties result from the applicable offer or project agreement. Unless expressly agreed otherwise, verixon does not owe a specific economic success, only the professional provision of the agreed services.

Offers and Contract Formation

Offers from verixon are non-binding unless explicitly marked as binding in writing. A contract is formed when an offer is accepted in writing, a project agreement is signed, or work starts on the basis of a confirmed assignment. Estimates regarding effort, timelines, dependencies, or technical feasibility are based on the information available at the time of preparation.

Customer Cooperation Duties

The customer shall provide all information, access credentials, approvals, systems, points of contact, and decisions required for the agreed services in due time. Delays, additional effort, or delivery restrictions caused by missing cooperation, incomplete requirements, delayed feedback, or third-party dependencies on the customer side are not the responsibility of verixon and may lead to schedule adjustments and additional billable effort.

Delivery, Schedules, and Change Requests

Delivery dates and milestones are only binding if explicitly agreed in writing as binding. verixon may provide services in partial stages if this is reasonable for the customer. Requests that change scope, assumptions, interfaces, priorities, or technical requirements may affect price, effort, and timeline. verixon may suspend performance if the customer is materially in default with required cooperation or with due payment.

Remuneration, Hourly Basis, and Expenses

Services may be offered as fixed packages, milestones, retainers, or time-and-material work. Unless a fixed price or another billing model is expressly agreed in writing, services are invoiced on an hourly basis according to the rate communicated in the applicable offer, correspondence, or current rate sheet. Necessary third-party costs, travel expenses, and other out-of-pocket expenses are charged separately if agreed or if they were objectively required for service delivery.

Invoicing and Payment

Unless a customer contract provides otherwise, verixon may invoice services after individual service portions, at agreed milestones, periodically, or monthly in arrears. Invoices are due for payment within 14 days from the invoice date without deduction. Statutory rules on default, including Sections 286 and 288 BGB, remain unaffected. Offsetting or exercising rights of retention is permitted only with undisputed or finally adjudicated counterclaims, unless mandatory law provides otherwise.

Acceptance and Objections

Work results subject to acceptance are deemed accepted when the customer approves them, puts them into productive use, or does not notify material defects in writing within a reasonable review period after delivery. Minor defects that do not materially impair use do not prevent acceptance. Ongoing service, consulting, support, and time-based work do not require formal acceptance unless expressly agreed.

Hosted Services, Warranty, and SLA Fallback

If verixon hosts, operates, or technically manages a service for the customer and no separate SLA or service contract defines service levels, response times, or availability commitments, verixon owes only operation with reasonable professional care and no specific minimum uptime, recovery time, or support window. Maintenance windows, security measures, updates, and technically necessary interruptions are permitted. The customer shall notify defects without undue delay and in sufficiently reproducible form. verixon may remedy material defects within a reasonable period by repair, workaround, replacement, or re-performance. No warranty or liability is assumed for interruptions or defects caused by third-party infrastructure, force majeure, attacks, customer systems, incorrect use, or missing customer backups, unless expressly agreed otherwise in writing. If higher availability, monitoring, recovery commitments, or penalty mechanisms are required, they must be agreed separately in a signed SLA.

Intellectual Property and Usage Rights

Unless otherwise agreed, usage rights in specifically created deliverables pass to the customer upon full payment to the extent required for the contractual purpose. General know-how, methods, concepts, templates, libraries, tooling, scripts, frameworks, and reusable components remain with verixon. Open-source components remain subject to their respective license terms.

Confidentiality, Processors, and External Resources

Both parties shall keep confidential information secret and use it only for the respective contractual purpose. verixon may use employees, qualified freelancers, professional developer pools, hosting providers, and other subcontractors or processors to perform the services, provided that appropriate confidentiality and data protection obligations are in place. Where required by law, the parties shall enter into a separate data processing agreement.

Liability

verixon is liable without limitation for intent, gross negligence, injury to life, body, or health, fraudulent concealment of defects, and in cases of mandatory statutory liability. In cases of ordinary negligence, verixon is liable only for breach of essential contractual duties and limited to foreseeable damage typical for the contract. To the extent permitted by law, liability in cases of ordinary negligence is capped at the total net remuneration paid or payable by the customer for the affected service in the 12 months preceding the damaging event. Liability for indirect damage, lost profit, lost savings, missed opportunities, and pure consequential damage is excluded to the extent permitted by law. In the event of data loss, liability is limited to the restoration effort that would have been necessary if the customer had maintained proper and risk-appropriate backups, unless backup services were expressly assumed by verixon under contract.

Final Provisions

German law applies, excluding conflict-of-law rules, unless mandatory consumer or data protection law requires otherwise. If the customer is a merchant, legal entity under public law, or special fund under public law, the exclusive place of jurisdiction is Regensburg, unless mandatory law provides otherwise. Should any provision of these terms be or become invalid, the validity of the remaining provisions remains unaffected.