Translation for information only. Only the German version is legally binding. Mandatory statutory rights remain unaffected.
Provider: schukai, postal address: Eichenstraße 26, 82290 Landsberied, Germany. Full provider details are available in the legal notice.
1. Scope and contractual basis
1.1 These terms apply where a business customer order incorporates them for software analysis, implementation, configuration, customisation, development, migration or deployment to production.
1.2 The General terms and conditions for business customers also apply. The order, service description and product sheet determine the specific scope.
2. Services or work subject to acceptance
2.1 The order specifies which results are owed as work subject to acceptance. Merely describing a project, sprint, milestone or backlog does not make all activities work subject to acceptance.
2.2 Analysis, consultancy, project management, workshops, ongoing development assistance and activities charged on a time and materials basis are services unless the order specifies a particular result subject to acceptance.
2.3 Where an order contains both types of performance, they are assessed separately on the basis of the agreed results and billing arrangements.
3. Requirements and limits of scope
3.1 The requirements, processes, roles, interfaces, data and acceptance criteria specified in the order or in an expressly incorporated service description are decisive.
3.2 The customer describes the business purpose and known exceptions. schukai checks the information for identifiable technical inconsistencies and points out material unresolved issues. A legal assessment of the business model or customer content is owed only if expressly agreed and legally permissible.
3.3 Assumptions, exclusions and dependencies are recorded in the service description or project documentation. A function that is neither described there nor necessary for the agreed purpose does not form part of the scope merely because it exists in another product or project.
4. Project approach and prioritisation
4.1 The parties may divide the project into phases, milestones, iterations or prioritised work packages. The currently approved plan determines which tasks are addressed next.
4.2 A backlog is a tool for organising and prioritising work. It does not extend the commissioned scope. New or reassessed requirements are handled under clause 5.
4.3 schukai documents decisions in the agreed project channel. The customer reviews summaries and promptly points out misunderstandings.
5. Project changes
5.1 Either party may propose changes. Before implementation, the parties clarify the likely effects on scope, remuneration, deadlines, operation, security and work already performed.
5.2 A change becomes binding only once approved in text form. Minor changes charged on a time and materials basis may be approved in the agreed ticketing system or project channel if the scope and billing basis are apparent.
5.3 Until approval, schukai continues under the existing order insofar as this is reasonably practicable. If the affected work must be suspended to avoid wasted effort, schukai informs the customer.
5.4 If an agreed requirement proves during implementation to be technically unsuitable, unavailable or achievable only with disproportionate effort, the parties agree an alternative appropriate to the contractual purpose or an adjustment to the order.
6. Cooperation and decisions
6.1 The customer provides knowledgeable contacts, access, test data, decisions and approvals by the agreed dates. Wherever possible, test data should not contain real personal data or trade secrets.
6.2 schukai may treat decisions by a designated contact authorised to make decisions as binding project decisions unless the customer has communicated a restriction.
6.3 A lack of cooperation postpones dependent deadlines appropriately. Capacity already scheduled and demonstrable additional effort may be charged under the order if schukai has previously informed the customer of the impact.
7. Deadlines and dependencies
7.1 Deadlines are binding only if expressly designated as binding in the order. Other time indications are planning estimates based on the requirements and dependencies known at that time.
7.2 If scope, priorities, cooperation, interfaces or the availability of third-party systems change, affected deadlines are reassessed. schukai provides information about material foreseeable deviations.
7.3 schukai is responsible for a third-party provider's delay only if schukai itself owes that provider's performance and is legally responsible for the delay.
8. Testing, review and approval
8.1 Where agreed, schukai provides a version suitable for review or a test environment. The customer uses it to check the described business processes, roles, data and exceptions against representative test cases.
8.2 The customer reports deviations with the necessary steps, expected and observed results and the affected version. General requests for changes are not treated as defect reports.
8.3 Business approval confirms the reviewed version for the specified next step. It constitutes acceptance only if expressly provided for in the approval or order.
9. Acceptance of work
9.1 Where a result is agreed as work subject to acceptance, schukai requests acceptance after making it available. The customer declares acceptance or refuses it, identifying at least one specific defect.
9.2 The review period is fourteen calendar days from receipt of the acceptance request unless the order or request provides for another reasonable period due to scope and complexity. Acceptance may not be refused because of insignificant defects.
9.3 If the customer does not respond within the review period despite schukai having set a reasonable deadline and drawn attention to the intended legal consequence, the statutory rules on acceptance apply.
9.4 Partial deliverables that are suitable for acceptance and independently usable may be accepted separately if provided for in the order or subsequently agreed.
10. Defects and requests for changes
10.1 A defect exists where a result subject to acceptance deviates from the agreed characteristics. A new requirement, changed priority or different design preference is not a defect.
10.2 schukai may first provide supplementary performance. Depending on the impact, schukai may correct an error, provide an alternative solution or implement a temporary workaround. The customer's statutory rights remain unaffected.
10.3 Errors caused by unapproved changes by the customer or third parties, unsupported system versions, use contrary to the contract or an environment for which schukai is not responsible are not covered by defect rectification. schukai may offer a separately commissioned analysis.
11. Data migration and interfaces
11.1 Data migration or an interface connection is owed only if the order describes the source, target, data scope, mapping, cleansing, testing and responsibilities.
11.2 The customer is responsible for the accuracy, completeness, lawfulness and backup of the source data. schukai points out identifiable structural or quality problems but does not owe comprehensive cleansing of the business data unless commissioned.
11.3 The behaviour and availability of third-party interfaces may change. Adjustments required following such a change must be agreed separately unless schukai is responsible for the change.
12. Deployment to production
12.1 Prerequisites, responsibilities, time windows, a fallback plan and necessary backups are defined appropriately for deployment to production. The customer provides business approval and ensures that the prerequisites within its responsibility are met.
12.2 Deployment to production outside the agreed times or with unresolved blockers takes place only following a documented decision by the parties. Additional effort is charged under the order.
13. Documentation and source code
13.1 schukai produces the user, operating, interface or project documentation specified in the order. In the absence of a special agreement, only the documentation necessary to use the delivered result in accordance with the contract is owed.
13.2 Source code, the build environment, internal development documentation and administration tools are handed over only if the order expressly provides for this. Rights of use are governed by the order and the General terms and conditions.
14. Suspension and early termination of a project
14.1 If a project is suspended or terminated at the customer's request, the customer pays for services performed up to that point, bindingly commissioned third-party services and necessary closing work. Further statutory claims remain unaffected.
14.2 schukai makes available, in their existing state, the work results produced and paid for up to that point which must be handed over under the contract. Completion, clean-up or additional handover documentation must be agreed separately.
14.3 If the parties cannot agree on a fundamental requirement necessary to continue, they first consider a reasonable separation or termination of the affected part of the services. Rights to terminate for good cause remain unaffected.