Terms and conditions

General Terms and Conditions of XCLRTD OÜ

This English version is provided for convenience only. The German version is legally binding.

B2B software development, IT consulting, integration and digital solutions
Version date: September 2026 · Version 2.0

1. General provisions and scope

1.1 Provider

These General Terms and Conditions ("Terms") apply to all contracts between

XCLRTD OÜ
Sepapaja tn 6, 15551 Tallinn, Harju maakond, Estonia
Registry code: 17559154
VAT ID: EE103012160
represented by Janosch Grellner, Member of the Management Board
Email: info@xclrtd.de

– hereinafter "XCLRTD" –

and its customers – hereinafter "Customer".

1.2 Scope

These Terms apply exclusively to entrepreneurs (Unternehmer) within the meaning of the applicable law, to legal entities under public law and to special funds under public law.

XCLRTD provides, in particular, services in the areas of software development, software architecture, IT and technology consulting, system integration, interface development, process automation, data processing, AI-supported applications, custom software solutions and related maintenance, support and operations services.

1.3 Incorporation of the Terms

These Terms become part of the contract if XCLRTD expressly refers to their applicability, in the version specified in each case, in the offer, order, contract or any other agreement, and the Customer has been given the opportunity to take note of their content in a reasonable manner.

Individual agreements between XCLRTD and the Customer take precedence over these Terms.

The Customer's general terms and conditions only apply if XCLRTD has expressly agreed to their applicability in text form.

1.4 Contract language

The contract language is German, unless otherwise agreed in the respective contract.

Where an English translation of these Terms is provided, only the German version is binding, unless the parties expressly agree otherwise.

2. Conclusion of contract and contract documents

2.1 Offer

XCLRTD prepares offers on the basis of the information and requirements provided by the Customer.

Offers from XCLRTD are binding for the period stated in the offer, unless expressly stated otherwise in the offer.

A contract is concluded when the Customer accepts the offer or when XCLRTD confirms an order placed by the Customer in text form.

2.2 Contract components and order of precedence

The nature and scope of the services owed are set out in the following contract components. In the event of conflicts, they apply in this order:

1. the individually negotiated contract,
2. the respective offer or order confirmation,
3. the service description incorporated therein,
4. agreed annexes and technical specifications,
5. these Terms.

Specific agreements that conclusively govern a particular subject matter – in particular a data processing agreement, a support or service level agreement or a non-disclosure agreement – take precedence over the documents under nos. 2 to 5 with regard to their respective subject matter.

Within the same level of precedence, the more recent document takes precedence over the older one. The parties may agree a different order of precedence in the contract.

2.3 Tickets, backlogs and communication systems

The inclusion of a requirement, ticket, idea or suggestion for improvement in a ticket system, backlog, project management system or communication system does not in itself constitute an order for additional services.

A change to or extension of the agreed scope of services only becomes binding once the Customer has ordered it in accordance with the agreed approval process or once XCLRTD has accepted a corresponding order from the Customer in text form. A confirmation by XCLRTD does not replace an order by the Customer.

2.4 Estimates

Estimates of time, cost and effort are non-binding planning figures, unless they are expressly designated as binding.

As soon as it becomes apparent to XCLRTD that the actual effort is likely to exceed an estimate significantly – in case of doubt by more than 15% – XCLRTD informs the Customer without undue delay in text form. This notice states the reason for the deviation and includes an updated estimate. The Customer then decides whether the service is continued in the adjusted scope, reduced or paused.

An agreed budget or cost limit may only be exceeded if the Customer has approved the overrun in advance.

3. Service models

3.1 General

XCLRTD may provide services in particular as

• development of a specifically described work result,
• ongoing development or consulting services,
• time-based services,
• a retainer or capacity model,
• maintenance and support services,
• hosting or operations services,
• analysis, design or architecture services.

The service model applicable to the respective project is set out in the order.

3.2 Contracts for work

Where, according to the content of the respective contract, XCLRTD owes the production of a specifically defined work result, the statutory provisions on contracts for work (Werkvertrag) apply.

The result owed is determined primarily by the agreed service description. Where the service description does not specify anything, the statutory requirements regarding conformity with the contract and fitness for use apply.

3.3 Services

Where XCLRTD performs activities, consulting, ongoing development capacity, support or other services without owing a specific result, XCLRTD owes the professional performance of the agreed services, but not a specific economic or technical result, unless such a result has been expressly agreed.

3.4 No guarantee of success or profitability

Unless expressly agreed, XCLRTD does not owe, in particular, any specific revenue, economic success, specific cost reduction, specific degree of automation or time saving, specific return on investment, specific content-related output of an AI system or specific level of availability of a third-party provider.

This clause governs exclusively the scope of the service owed. Liability for breaches of duty is governed by clause 19.

3.5 Retainer and capacity models

For retainer and capacity models, the offer specifies in particular: the amount of reserved capacity, the billing period, the treatment of unused capacity and of excess usage, the term and the notice periods. Where there is no provision on carry-over, unused capacity does not lapse at the end of the respective billing period to the extent that it was not used due to circumstances within XCLRTD's sphere of responsibility.

4. Software development and technical services

4.1 Development services

XCLRTD may in particular develop custom software, software modules, interfaces, integrations, automations, data processing workflows and AI-supported features. The specific functional scope is set out in the respective order.

4.2 Technical requirements

Where specific technical requirements are necessary for the provision of services, these are specified in the offer or in the technical service description. This may concern in particular operating systems, programming languages and runtime environments, databases, browsers, ERP or CRM systems, API versions, third-party providers, cloud environments, hosting infrastructure, end devices and authentication methods.

4.3 Changes to third-party and system environments

If third parties change their software, APIs, interfaces, licence terms, technical requirements or other conditions and the service consequently needs to be adapted, the necessary adaptations are to be remunerated separately, unless they already form part of

• the fulfilment of the service originally owed,
• statutory subsequent performance, or
• the agreed maintenance or service scope.

Additional chargeable services require an order in accordance with clause 2.3. XCLRTD informs the Customer without undue delay as soon as such a change evidently affects the service, deadlines or remuneration.

4.4 Open-source and third-party software

The respective licence terms additionally apply to open-source software and other third-party software. XCLRTD provides the Customer with the relevant licence terms and required licence notices for the third-party software contained in the solution.

XCLRTD does not grant the Customer any rights to third-party software beyond those that XCLRTD itself holds. XCLRTD ensures that the third-party software selected and integrated by XCLRTD can be used in compliance with its licences for the agreed use of the solution, unless it has been agreed that the Customer will procure separate licences.

Where a separate licence is required for the use of third-party software, it may be acquired by the Customer directly or via XCLRTD. Such licence costs are not included in the development fee, unless agreed otherwise.

5. Customer's duties to cooperate

5.1 General cooperation

The Customer provides XCLRTD with all information, data, access, contact persons, decisions and other cooperation required for the agreed provision of services.

5.2 Access

This may in particular include the timely provision of access to development environments, hosting systems, cloud platforms, ERP and CRM systems, APIs, domains, databases, repositories, test systems and third-party services.

5.3 Responsibility for content provided

The Customer is responsible for the lawfulness of the data, content, software, access credentials and other materials it provides. In particular, it ensures that it holds the rights required to use and process these materials.

5.4 Delayed cooperation

If the Customer does not provide the required cooperation in good time, agreed performance deadlines are extended appropriately by the duration of the hindrance plus a reasonable restart period.

If delayed cooperation for which the Customer is responsible results in additional expenses, these may be invoiced at the agreed rates. XCLRTD's statutory claims remain unaffected.

5.5 Business decisions

Where required, the Customer names a contact person who is authorised to make business decisions.

XCLRTD is not obliged to replace the Customer's decisions with its own market, legal or business analyses, unless this is expressly part of the order.

6. Changes and change requests

6.1 Change requests

The Customer may request changes to or extensions of the agreed scope of services at any time. On request, XCLRTD assesses their technical and economic feasibility. If the assessment itself involves more than insignificant effort, XCLRTD points this out in advance; the assessment effort is then to be remunerated separately once approved by the Customer.

6.2 Remuneration

Additional services are remunerated on a time-and-materials basis or at a fixed price agreed for them. The remuneration may in particular cover development, analysis, testing, documentation, coordination and deployment effort.

6.3 Impact on deadlines

Changes may affect agreed performance and acceptance dates. XCLRTD informs the Customer of any significant impact on the project plan before the change is ordered.

6.4 Distinction from defects

The remedying of a defect does not constitute a chargeable change service.

A change request exists in particular where the Customer wants a function, characteristic or behaviour that was not part of the agreed scope of services.

7. Deadlines and disruptions to performance

7.1 Performance deadlines

Performance deadlines are agreed in the respective order. For ongoing development services, milestones, sprints or capacity periods may be agreed instead of binding completion dates.

7.2 Force majeure

XCLRTD is not liable for delays due to events that lie outside XCLRTD's reasonable sphere of influence and whose effects cannot be prevented despite reasonable care. These include in particular natural events, war, measures by public authorities, significant disruptions to telecommunications or energy supply, and industrial action.

XCLRTD informs the Customer without undue delay of the occurrence of such an event and its expected duration.

7.3 Third-party providers and vicarious agents

XCLRTD is liable for subcontractors, hosting, cloud and other service providers that XCLRTD uses to fulfil its own contractual obligations as for its own fault in accordance with the statutory provisions.

XCLRTD is not responsible for outages of or changes to services that the Customer obtains directly from a third-party provider itself, unless XCLRTD has committed a breach of duty of its own, for example in selection, integration or monitoring within the agreed scope of services.

8. Acceptance of work

8.1 Acceptance

Where a contract for work has been agreed, XCLRTD makes the work available to the Customer for inspection and acceptance. The Customer inspects the work within the period agreed in the contract or, where no agreement has been made, within a reasonable period.

8.2 Declaration of acceptance

Acceptance may be declared expressly or by conduct implying acceptance. If the Customer refuses acceptance because of a defect, it must state at least one specific defect.

8.3 Material and minor defects

A minor defect does not entitle the Customer to refuse acceptance. The Customer's statutory rights in respect of existing defects remain unaffected.

8.4 Use after delivery

If the Customer puts the work result into productive operation or, despite having the opportunity to accept it, uses it as intended over a longer period, this may constitute acceptance, provided the statutory requirements for this are met.

9. Defects and remedying of errors

9.1 Defect

Whether a defect exists is determined by the statutory provisions. Decisive factors are in particular the agreed characteristics and suitability for the use presupposed under the contract.

9.2 Error description

The Customer describes any errors that occur as comprehensibly as possible and provides XCLRTD with the information required for error analysis.

9.3 Subsequent performance

Within the framework of the statutory provisions on subsequent performance, XCLRTD is entitled to remedy a defect or to deliver a defect-free service.

9.4 Subsequently caused disruptions

Disruptions caused after handover or acceptance outside XCLRTD's sphere of responsibility do not constitute a defect in the originally contractual service. This applies in particular to disruptions caused by

• changes or interventions by the Customer or third parties not made by XCLRTD,
• use other than as intended,
• use in system environments not agreed or with software or hardware not agreed,
• subsequent changes to services not owed or operated by XCLRTD,
• incorrect data provided by the Customer.

The Customer's claims in respect of defects that already existed beforehand remain unaffected, even if the service was later changed. Expressly assumed adaptation, maintenance or operations obligations also remain unaffected.

9.5 Maintenance and further development

The remedying of defects is to be distinguished from ongoing further development and maintenance. Maintenance, updates, adaptations to new versions and additional features are only owed where they have been expressly agreed or are required for subsequent performance.

9.6 Limitation period

The statutory periods apply to the limitation of claims for defects.

10. Remuneration and payment

10.1 Prices

All prices are exclusive of the statutory VAT or other applicable taxes due in each case.

10.2 Time-and-materials billing

For time-and-materials billing, the hourly rate or other rate agreed in the respective offer applies. The contractually agreed services are invoiced, including the development, analysis, testing, documentation and coordination effort required for them. XCLRTD documents the effort invoiced in a verifiable form.

10.3 Fixed prices

Agreed fixed prices cover the services expressly described. Additional services are remunerated separately.

10.4 Instalment payments

For projects where this has been agreed, XCLRTD may request instalment payments based on project progress, milestones or agreed payment schedules. Statutory claims to instalment payments remain unaffected.

10.5 Advance payments

Where agreed in the offer, XCLRTD may make the start of service provision conditional on an advance payment.

10.6 Due date

Unless otherwise agreed in the contract, remuneration is due immediately upon receipt of the invoice and without deduction.

For work requiring acceptance, the final payment additionally only becomes due upon acceptance or a statutory substitute for it.

Agreed advance and instalment payments as well as statutory rights to refuse performance remain unaffected.

10.7 Late payment

The requirements and consequences of late payment are governed by the statutory provisions. In the event of late payment, XCLRTD is entitled to claim statutory default interest, the statutory flat-rate default fee and other statutory claims for damages.

10.8 Set-off and right of retention

The Customer may only set off claims that are undisputed or have been finally established by a court. This restriction does not apply to counterclaims arising from the same contractual relationship that are reciprocal to the claim asserted, in particular claims based on defects or incomplete performance.

The Customer may only exercise a right of retention on the basis of claims arising from the same contractual relationship.

10.9 Suspension of services

If the Customer is in default of payment of a not insignificant amount, XCLRTD is entitled, after giving notice in text form with a period of at least ten calendar days, to temporarily suspend services until the amount is settled, unless statutory obligations preclude this. The suspension is proportionate; in particular, no measures are taken that would result in a loss of the Customer's data.

Agreed performance deadlines are extended by the period of the justified suspension plus a reasonable restart period.

11. Rights of use and intellectual property

11.1 Principle

Rights to software, source code, documentation, concepts, architectures and other work results remain with XCLRTD or the respective rights holder, unless rights are granted to the Customer under this clause or under the contract.

11.2 Customer-specific work results

For software developed specifically for the Customer and the associated documentation, XCLRTD grants the Customer the rights of use agreed in the order upon full payment of the remuneration owed for them. Until then, use is permitted for testing and acceptance purposes and within the scope of agreed instalment payments.

Unless otherwise agreed in the order, the Customer receives a non-exclusive, worldwide, perpetual and irrevocable right to use the solution for the business purpose provided for in the contract. This includes use, as envisaged in the project, by the Customer's customers, suppliers, partners and other external users, for example in customer portals or publicly accessible web applications.

A separate agreement is required in particular for exclusive rights of use, independent distribution or licensing of the software to third parties, and use by other companies in the Customer's group.

11.3 Reusable components

XCLRTD or the respective rights holder retains all rights to existing software components, frameworks, libraries, modules, templates, development tools, methods, architectural patterns, generic interfaces, automation building blocks, know-how, reusable technical concepts and other components that were not created exclusively for the Customer ("Background Components").

This also applies where such components are further developed or adapted in the course of a customer project, unless the further development contains customer-specific content or confidential information of the Customer.

11.4 Platform and background technology

Where a service is based on Background Components or on software and technology that already belonged to XCLRTD, an affiliated company or another rights holder before the start of the project, the rights to it remain with the respective rights holder.

The Customer receives a non-exclusive, perpetual right to use the Background Components contained in the delivered solution to the extent required for the agreed use, operation, maintenance and further development of the solution. This right of use does not depend on the existence of a separate maintenance, support or operations contract, unless use as a platform or SaaS service with ongoing remuneration has been expressly agreed.

XCLRTD warrants that it is entitled to grant the rights promised under this clause 11.

11.5 No transfer of general know-how

The granting of rights of use to software does not result in the transfer of XCLRTD's general technical know-how, development processes, architectural principles or Background Components beyond the scope specified in clause 11.4.

11.6 Source code and scope of handover

The order specifies whether and to what extent the source code is provided, in particular which version is handed over, which build, installation and operations information is included, and which proprietary Background Components are excluded or provided only in object code.

If the Customer is permitted to carry out further development itself or through third parties and the source code is owed, the handover includes at least the complete source code of the customer-specific work results in a working state, together with the information a competent third party needs to build, install and operate the solution.

Unless agreed, XCLRTD's internal development and CI/CD infrastructure, internal intermediate versions and internal working documentation are not owed.

11.7 Further development by third parties

Where the Customer has been granted rights of use to customer-specific software, the Customer may, within the scope of these rights, maintain, adapt and further develop the software itself or have this done by third parties it engages. Clause 11.4 applies to Background Components.

11.8 Third-party software and open source

The respective licence terms, which XCLRTD provides to the Customer in accordance with clause 4.4, additionally apply to third-party software and open-source components. The Customer complies with the licence terms made known to it.

The applicability of third-party licence terms does not affect XCLRTD's performance, integration and defect-related obligations under this contract.

12. Confidentiality

12.1 Confidential information

Both parties undertake to keep confidential information of the other party secret and to use it only for the purposes of the contract.

Confidential information includes in particular technical, business, financial, organisational and strategic information that is not publicly known, as well as source code, access credentials, architecture information and internal documentation.

12.2 Exceptions

The obligation does not apply to information that

• is publicly known or becomes publicly known without a breach of contract,
• was already lawfully known to the receiving party,
• was lawfully received from a third party without an obligation of confidentiality,
• was developed independently, or
• must be disclosed due to statutory or official obligations; in this case, the disclosing party informs the other party in advance, where permissible.

12.3 Employees and service providers

The parties may pass on confidential information to employees, advisers and subcontractors where this is necessary for the performance of the contract and these persons are appropriately bound to confidentiality.

12.4 Duration

The confidentiality obligations continue to apply after the end of the contract. Trade secrets are additionally protected by the statutory provisions.

13. Data protection and information security

13.1 Data protection

Both parties comply with the applicable data protection laws.

13.2 Data processing on behalf

Where XCLRTD processes personal data on behalf of the Customer, the parties conclude a data processing agreement that meets the statutory requirements before this processing begins. XCLRTD does not process any personal data on behalf of the Customer before this agreement has been concluded.

13.3 Access to customer systems

The Customer grants XCLRTD only the access rights required for the provision of services. XCLRTD uses these access rights exclusively within the scope of the agreed purpose of the services.

13.4 Access credentials

The Customer is responsible for ensuring that the access credentials it issues are made available only to authorised persons. XCLRTD does not disclose access credentials entrusted to it unnecessarily and takes appropriate technical and organisational measures to protect them.

13.5 Data backup

Unless backup or operations services by XCLRTD have been agreed, the Customer is responsible for backing up its data and systems regularly and appropriately. Before intervening in production systems, XCLRTD confirms with the Customer that a current backup exists.

Where XCLRTD has assumed backup, recovery or operations services, the obligations are governed by the respective agreement.

14. Use of AI systems

14.1 Use as a development tool

XCLRTD is entitled to use AI-supported tools, in particular for analysis, programming, documentation, research, quality assurance and other development processes, insofar as this is compatible with the contractual and statutory requirements.

14.2 Confidential information

XCLRTD only transmits confidential information of the Customer to external AI services if an appropriate contractual and technical basis exists, in particular that the data is not used for the provider's training purposes. Personal data is processed only in compliance with the applicable data protection requirements and, where applicable, the data processing agreement.

The Customer may restrict or exclude the use of external AI services for its data in the contract.

14.3 Work results created with AI support

XCLRTD remains responsible in the same way for the work results owed and their agreed characteristics, regardless of whether they were created with the help of AI tools.

14.4 AI features in customer solutions

Where AI features form part of a customer solution, their specific functioning, limits of use and, where applicable, review and approval mechanisms are set out in the respective service description.

Unless expressly agreed, XCLRTD does not owe the accuracy of the content of every individual output generated by an AI system. The proper implementation of the agreed features and safeguards remains owed.

15. Third-party providers and external services

15.1 Third-party providers

Software solutions may rely on services and products of third parties, in particular of cloud, hosting, API, payment, communication, AI, database and platform providers.

15.2 Third-party terms

Additional terms of use and fees of the respective provider may apply to the use of such services. The Customer complies with these terms insofar as it uses or obtains the services itself.

15.3 Changes by third-party providers

XCLRTD cannot guarantee that a third-party provider will keep its service, API, prices, licence terms or technical interfaces unchanged permanently. Clause 4.3 applies to necessary adaptations.

16. Maintenance, support and operations

16.1 Separate service

Maintenance, support, monitoring, hosting and ongoing operations are only owed if they have been expressly agreed.

16.2 Scope of support

The specific scope of support is set out in the respective contract. This may in particular specify support hours, communication channels, response times, priorities, error classes, recovery times and escalation paths.

16.3 Services not included

Services not expressly agreed, in particular general consulting, additional training, new features, adaptations to new third-party versions or individual data corrections, are to be remunerated separately, unless they form part of subsequent performance.

16.4 Availability

Without an express service level agreement, no specific availability rate is promised. Where XCLRTD has assumed hosting or operations services, XCLRTD nevertheless provides them with the care customary in the industry; the agreed provisioning and operations obligations remain unaffected.

17. Termination and end of project

17.1 Termination

The contractual relationship may be terminated in accordance with the statutory provisions and the individually agreed termination provisions.

17.2 Remuneration upon early termination

The consequences of termination for remuneration depend on the respective type of contract and the statutory provisions.

In the event of termination of a contract for work by the Customer without cause, the claim to remuneration under Section 648 of the German Civil Code (BGB) in particular remains in place, taking into account the statutory deductions for saved expenses and other earnings.

For service, retainer, capacity and operations contracts, the respectively agreed provisions on term, termination and remuneration apply.

17.3 Handover

After termination, XCLRTD provides the contractually owed and paid-for work results as well as the Customer's data to the agreed extent.

Additional handover, migration or documentation services are remunerated separately, unless they already form part of the contract and unless otherwise provided by law, in particular mandatory rules on switching providers and data portability for cloud and data processing services.

17.4 Termination for cause

The right of both parties to terminate for good cause remains unaffected.

18. References and self-promotion

XCLRTD may only name the Customer as a reference or use its logo if the Customer has given its consent or a corresponding agreement has been made.

The mere performance of a project does not give XCLRTD any right to publish confidential information of the Customer.

XCLRTD may continue to use general know-how acquired during the project work, provided that this does not infringe any confidential information or protected rights of the Customer.

19. Liability

19.1 Unlimited liability

XCLRTD has unlimited liability

• in cases of intent and gross negligence,
• for damage resulting from injury to life, body or health,
• under the provisions of the German Product Liability Act (Produkthaftungsgesetz),
• to the extent of an expressly assumed guarantee, and
• in the event of fraudulent concealment of a defect.

19.2 Simple negligence in the case of material contractual obligations

In the event of a simply negligent breach of material contractual obligations, XCLRTD's liability is limited to the foreseeable damage typical for the contract at the time the contract was concluded.

Material contractual obligations are obligations whose fulfilment makes the proper performance of the contract possible in the first place and on whose compliance the Customer may regularly rely.

19.3 Exclusion in all other cases

In all other cases, XCLRTD's liability for simply negligent breaches of duty is excluded. Clause 19.1 remains unaffected.

19.4 Data backup and contributory fault

If the Customer has breached agreed data backup obligations or those incumbent on it under clause 13.5, this is taken into account in accordance with the statutory provisions on contributory fault (Section 254 BGB). Backup and recovery obligations assumed by XCLRTD remain unaffected.

19.5 Vicarious agents and third-party providers

XCLRTD is liable for vicarious agents in accordance with the statutory provisions (clause 7.3). For services that the Customer obtains directly from third parties itself, XCLRTD is only liable to the extent that XCLRTD has committed a breach of duty of its own.

19.6 Personal liability

Insofar as XCLRTD's liability is excluded or limited under this clause 19, this also applies to the personal liability of its officers, employees, representatives and vicarious agents.

20. Indemnity for content provided by the Customer

The Customer indemnifies XCLRTD against third-party claims based on content, data, software, trademarks, texts, images or other materials provided by the Customer infringing third-party rights or being used unlawfully, insofar as the Customer is responsible for this. The indemnity includes reasonable costs of legal defence.

XCLRTD informs the Customer without undue delay of any such claims, does not acknowledge them without the Customer's consent and, where reasonable, gives the Customer the opportunity to participate in the defence.

21. Retention of title

Where physical data carriers, hardware or other items are delivered, they remain the property of XCLRTD until the remuneration agreed for them has been paid in full.

Clause 11.2 applies to digital work results.

22. Retention, return and deletion

22.1 Personal data

For personal data that XCLRTD processes on behalf of the Customer, return and deletion are governed by the data processing agreement and the choice of the Customer as controller, subject to statutory retention obligations.

22.2 Project documents and work results

After the end of a project, XCLRTD first provides the work results and data owed in accordance with clause 17.3. XCLRTD then gives notice in text form of the deletion of the remaining project documents and grants a retrieval period of at least 30 calendar days, unless another period has been agreed. After this period has expired, XCLRTD may delete the documents.

Beyond this, XCLRTD is not obliged to retain development, intermediate or project files permanently, unless there is a statutory or contractual retention obligation. Statutory retention obligations remain unaffected.

23. Assignment and transfer of contract

The transfer of the contract or of individual rights and obligations under the contract to a third party requires an agreement between the parties. Consent may not be unreasonably withheld.

Statutory succession, in particular under the provisions of transformation law, remains unaffected. The assignment of monetary claims is governed by the statutory provisions.

24. Changes to these Terms

XCLRTD may change these Terms for future contracts. Each version is marked with a date and version number.

Changes only apply to existing contracts if they have been expressly agreed between the parties.

25. Form and documentation of agreements

Individual agreements may be concluded in particular by email, by electronic signature, via a quotation system or in any other text or written form. Where a specific form is required by law or by contract, this remains unaffected.

For each conclusion of a contract, XCLRTD archives the offer, the incorporated version of the Terms and the declaration of acceptance in a permanently retrievable form and makes them available to the Customer on request.

26. Applicable law

The contractual relationship between XCLRTD and the Customer is governed by the law of the Federal Republic of Germany, excluding the UN Convention on Contracts for the International Sale of Goods (CISG).

Mandatory provisions of another state that apply irrespective of the choice of law under the applicable conflict-of-laws rules remain unaffected.

27. Place of jurisdiction

The exclusive place of jurisdiction for all disputes arising from or in connection with the contractual relationship, including disputes regarding the conclusion, interpretation, performance and termination of the contract, is the competent courts in Tallinn, Estonia, provided that the Customer is an entrepreneur, a legal entity under public law or a special fund under public law.

Mandatory statutory places of jurisdiction remain unaffected.

28. Severability clause

Should any provision of these Terms be or become invalid or unenforceable in whole or in part, the validity of the remaining provisions remains unaffected. The invalid or unenforceable provision is replaced by the statutory provision.

XCLRTD OÜ · Sepapaja tn 6, 15551 Tallinn, Harju maakond, Estonia
Registry code 17559154 · VAT ID EE103012160
info@xclrtd.de · www.xclrtd.de