General Terms and Conditions (Master GTC)
Important notice: This English translation is provided for informational purposes only. The legally binding version is the German original. In case of any discrepancies, the German version shall prevail.
GLA-intec UG (haftungsbeschränkt) Auf den Roden 2a, 28307 Bremen, Germany Managing Director: Timo Glander Commercial Register: Amtsgericht Bremen, HRB 33584
As of: February 2026
§ 1 Scope of Application
(1) These General Terms and Conditions (hereinafter "Master GTC") apply to all business relationships between GLA-intec UG (haftungsbeschränkt) (hereinafter "Provider") and the Customer, insofar as the Customer is an entrepreneur within the meaning of § 14 BGB (German Civil Code), a legal entity under public law, or a special fund under public law.
(2) Contractual relationships with consumers within the meaning of § 13 BGB are not governed by these Master GTC. If the Customer is a consumer, the statutory provisions shall apply.
(3) The Master GTC shall apply in the version valid at the time of conclusion of the contract. Deviating, conflicting, or supplementary general terms and conditions of the Customer shall only become part of the contract if and insofar as the Provider has expressly agreed to their applicability in text form. This also applies if the Provider provides services without reservation in knowledge of the Customer's terms and conditions.
(4) In addition to these Master GTC, special conditions for individual products or services may apply (hereinafter "Product Terms"). In the event of a conflict, the Product Terms shall take precedence over these Master GTC. The order of precedence of the contractual documents is determined in accordance with § 11.
§ 2 Conclusion of Contract
(1) The presentation of products and services of the Provider on the website, in brochures, or other media does not constitute a binding offer but an invitation to submit an offer (invitatio ad offerendum).
(2) By placing an order or commissioning services, the Customer submits a binding offer to conclude a contract. The Provider is entitled to accept this offer within fourteen (14) calendar days. Acceptance is effected by an express order confirmation in text form or by rendering the service.
(3) An automatic acknowledgement of receipt (e.g., by email) does not constitute acceptance of the offer.
(4) Contracts may also be concluded by electronic means (e.g., via the Provider's website or by email).
§ 3 Services
(1) The type and scope of the services owed by the Provider are determined by the respective contract, the applicable Product Terms, and the service descriptions referenced therein.
(2) The Provider is entitled to have services rendered by qualified third parties (subcontractors). The Provider's responsibility towards the Customer shall remain unaffected.
(3) Unless individual services are expressly agreed upon in the contract or the Product Terms, the Provider shall not owe such services.
§ 4 Prices and Payment Terms
(1) All prices of the Provider are in euros, net plus the applicable statutory value added tax, unless expressly stated otherwise.
(2) The amount of remuneration, billing modalities, and payment deadlines are determined by the respective contract or the applicable Product Terms.
(3) Unless otherwise stipulated in the contract or Product Terms, invoices of the Provider are due for payment within fourteen (14) days of receipt without deduction.
(4) If the Customer is in default of payment, the Provider is entitled to charge default interest at a rate of nine (9) percentage points above the respective base interest rate pursuant to § 288 (2) BGB. The right to claim further damages for default is reserved.
(5) The Customer may only offset claims of the Provider with undisputed or legally established claims. The Customer may only assert a right of retention based on counterclaims arising from the same contractual relationship.
§ 5 Customer's Obligations to Cooperate
(1) The Customer is obliged to support the Provider in the provision of the contractually agreed services to a reasonable extent. In particular, the Customer shall provide the Provider with all information, documents, and access required for the provision of services in a timely and complete manner.
(2) The Customer shall ensure that its employees and agents are available for cooperation to the required extent.
(3) If the Customer fails to fulfil its obligations to cooperate, or fails to do so in a timely manner, agreed deadlines and schedules of the Provider shall be extended by the period of delay. The Provider shall not be liable for disadvantages arising from a breach of the Customer's obligations to cooperate.
(4) Insofar as additional effort arises for the Provider due to the Customer's breach of its obligations to cooperate, the Provider is entitled to invoice this additional effort separately.
§ 6 Rights of Use and Intellectual Property
(1) The Provider grants the Customer, for the duration of the respective contractual relationship, a simple (non-exclusive), non-sublicensable, and non-transferable right to use the contractually agreed services and work results of the Provider within the scope of the contractual purpose. Further rights of use require a separate written agreement.
(2) All rights to the materials, software, documentation, and other work results created or provided by the Provider – including copyrights, trademark rights, and other intellectual property – shall remain with the Provider or its licensors, unless expressly agreed otherwise in the contract or the Product Terms.
(3) The data and content contributed by the Customer shall remain the property of the Customer. The Customer grants the Provider the right of use necessary for the fulfilment of the contract with respect to such data and content.
(4) Further product-specific provisions on rights of use, particularly with regard to results generated by software or AI systems, are set out in the respective Product Terms.
§ 7 Liability
(1) The Provider shall be liable without limitation for damages based on intent or gross negligence, as well as for damages resulting from injury to life, body, or health. Likewise, liability under the German Product Liability Act shall remain unaffected.
(2) In the event of slightly negligent breach of material contractual obligations (cardinal obligations), the Provider's liability shall be limited in amount to the typical, foreseeable damage at the time of conclusion of the contract. Material contractual obligations are those whose fulfilment is essential for the proper performance of the contract and on whose compliance the Customer may regularly rely.
(3) Any liability caps are set out in the respective Product Terms. In the absence of such a provision, liability for slightly negligent breach of material contractual obligations shall be limited to the amount of the net remuneration paid by the Customer in the twelve (12) months preceding the event giving rise to the damage.
(4) The Provider shall not be liable for indirect damages, consequential damages, lost profits, lost savings, or damages arising from third-party claims against the Customer, unless intent or gross negligence is involved.
(5) The above limitations of liability shall also apply in favour of the Provider's legal representatives, vicarious agents, and employees.
§ 8 Force Majeure
(1) Neither party shall be liable for non-performance or delayed performance of its contractual obligations insofar as the non-performance or delay is due to circumstances beyond its reasonable control (force majeure). Force majeure includes, in particular, natural disasters, war, terrorism, riots, pandemics, epidemics, governmental orders, strikes, lockouts, disruptions to telecommunications networks or energy supply, and cyber-attacks.
(2) The affected party shall immediately inform the other party of the occurrence and expected duration of the force majeure event. The performance obligations of the affected party shall be suspended for the duration of the event.
(3) If the force majeure event lasts longer than three (3) months, either party is entitled to terminate the affected contract with a notice period of thirty (30) days in text form.
§ 9 Confidentiality
(1) The parties undertake to treat all confidential information of the other party obtained in the course of the contractual relationship (including trade secrets, technical information, business data, and calculations) as confidential and not to make it accessible to third parties, unless disclosure is necessary for the performance of the contract or required by law.
(2) The confidentiality obligation shall not apply to information that (a) was already publicly known at the time of receipt or becomes publicly known without fault of the recipient, (b) was already lawfully known to the recipient at the time of receipt, (c) is lawfully communicated to the recipient by a third party without any obligation of confidentiality, or (d) was independently developed by the recipient.
(3) The confidentiality obligation shall continue for a period of three (3) years after the termination of the contractual relationship.
§ 10 Data Protection
(1) The Provider processes personal data of the Customer and its employees in accordance with applicable data protection provisions, in particular the General Data Protection Regulation (GDPR) and the German Federal Data Protection Act (BDSG). Details are set out in the Provider's privacy policy.
(2) Insofar as the Provider processes personal data on behalf of the Customer, the parties shall conclude a separate data processing agreement pursuant to Art. 28 GDPR.
§ 11 Order of Precedence of Contractual Documents
(1) In the event of conflicts between the various contractual documents, the documents shall apply in the following order of precedence:
- Individually negotiated agreements (individual contract, offer)
- Special Product Terms
- These Master GTC
(2) More specific provisions shall take precedence over more general provisions. Subsequent agreements shall take precedence over earlier agreements.
§ 12 Term and Termination
(1) The contract term, renewal provisions, and ordinary notice periods are determined in the respective contract or the applicable Product Terms.
(2) The right to extraordinary termination for good cause shall remain unaffected. Good cause exists in particular if:
a) the other party breaches a material contractual obligation despite a warning and the setting of a reasonable grace period, b) insolvency proceedings are filed against the other party or the opening of such proceedings is rejected for lack of assets, c) the other party ceases payments.
(3) Terminations must be in text form (§ 126b BGB).
§ 13 Jurisdiction and Applicable Law
(1) The law of the Federal Republic of Germany shall apply, excluding the UN Convention on Contracts for the International Sale of Goods (CISG) and private international law.
(2) The exclusive place of jurisdiction for all disputes arising from or in connection with the contractual relationship is Bremen, insofar as the Customer is a merchant within the meaning of the German Commercial Code, a legal entity under public law, or a special fund under public law. The Provider is furthermore entitled to sue the Customer at the Customer's general place of jurisdiction.
§ 14 Severability Clause
(1) Should individual provisions of these Master GTC be or become wholly or partially invalid or unenforceable, the validity of the remaining provisions shall not be affected thereby. The invalid or unenforceable provision shall be replaced by an effective provision that comes closest to the economic purpose of the invalid provision. The same shall apply in the event of a regulatory gap.
(2) § 306 BGB shall remain unaffected.
§ 15 Final Provisions
(1) Amendments and supplements to these Master GTC as well as all agreements concluded under the contractual relationship must be in text form (§ 126b BGB). This also applies to the waiver of this text form requirement.
(2) The Customer is not entitled to assign or transfer rights and obligations from the contractual relationship to third parties without the prior consent of the Provider in text form. § 354a HGB shall remain unaffected.
(3) No oral side agreements exist.