Terms and Conditions RemoStack

§ 1 Scope, B2B, Inclusion

RemoStack is directed exclusively at businesses (§ 14 BGB); consumers are excluded. Deviating terms and conditions of the customer apply only with written/text-form consent. The version of the Terms linked in the registration process/account applies; uRemoTech archives previous versions. These Terms govern all contracts regarding RemoStack between uRemoTech and the customer, including orders for development and operation under Part B that the customer places following use of the application. The Data Processing Agreement pursuant to § 21 and the Data Privacy Statement apply along with them.

§ 2 Conclusion of Contract, Account

(1) A contract for using the application is concluded by registration. Use of the application is free of charge.

(2) When registering, the customer provides accurate details about their company and contact person and keeps them up to date.

(3) The customer manages their account and the access of their users independently and ensures that only authorized persons gain access.

§ 3 Services of the Application

(1) In the application, the customer records the functional requirements of their project. RemoStack asks follow-up questions, rates each feature by size, states a cost range as well as a preview of the later interface per feature, and provides the description as well as the preview as a download.

(2) For the follow-up questions, the rating, and the preview, uRemoTech uses AI services. These act as sub-processors pursuant to § 21.

(3) The preview illustrates how the later interface may look; it does not establish a specific appearance of the software created.

(4) uRemoTech may adapt and expand the functional scope of the application. Features in beta or preview state may be faulty and can be changed or discontinued at any time.

§ 4 Price Range Without Binding Effect

The price ranges shown in the application are guidance based on the description recorded and do not constitute an offer. uRemoTech issues a binding offer pursuant to § 9. Handing the description over to uRemoTech is non-binding; an order arises only upon acceptance of an offer.

§ 5 Customer Content, Results from the Application

(1) The customer retains the rights to the content they enter and grants uRemoTech the usage rights required for performance of the contract for its term.

(2) The customer may freely use the project description generated in the application, together with the preview, even where they refrain from placing a subsequent order with uRemoTech.

(3) The customer warrants the legality of their content and indemnifies uRemoTech against third-party claims arising from unlawful use.

§ 6 Usage Restrictions

Prohibited are, among others, circumvention of security mechanisms, unauthorized load/penetration testing, scraping/mass downloads, unlawful content, as well as reverse engineering beyond mandatory law.

§ 7 Availability of the Application

uRemoTech provides the application without guaranteed availability levels (no SLAs). The customer maintains their own backup copy of their content; the download function of the application is available for this purpose.

§ 8 Term, Termination, Deletion

The contract for using the application runs for an indefinite period and may be terminated by either party at any time in text form. After termination, uRemoTech deletes account and project data within 60 days, unless retention obligations or an ongoing contract under Part B require otherwise; backups are overwritten on a rolling basis.

§ 9 Offer, Conclusion of Contract, Scope of Services

(1) Based on the description handed over and a joint meeting, uRemoTech issues an offer, at a fixed price where the scope is sufficiently defined.

(2) The contract is concluded upon acceptance of the offer in text form.

(3) The service description attached to the offer defines the scope of services. It is derived from the description recorded in the application and refined in the meeting.

§ 10 Development, Technology, Use of AI

(1) uRemoTech creates a web application for the customer in accordance with the agreed service description. This constitutes a contract for work and services (Werkvertrag).

(2) The technical implementation lies with uRemoTech, in particular architecture, programming languages, libraries, and operating environment. The application is built on the technology stack defined by uRemoTech.

(3) uRemoTech uses AI-assisted tools during implementation. Technical review of the result and responsibility for it remain with uRemoTech.

(4) uRemoTech may engage subcontractors as vicarious agents.

(5) The application is built for current browser versions and can be used on mobile devices in the browser. Native applications for iOS or Android are subject to separate agreement.

§ 11 Customer Cooperation

The customer names a contact person with decision-making authority, answers questions within a reasonable period, provides the required access, data, and content, and participates in testing as well as acceptance. Delays originating with the customer postpone agreed dates accordingly; any additional effort arising from this is charged on a time and materials basis.

§ 12 Changes to the Scope of Services

Change and extension requests after conclusion of the contract require a separate agreement in text form. uRemoTech states the effects on remuneration and dates in advance.

§ 13 Dates, Acceptance

(1) Dates are binding insofar as the offer expressly designates them as binding.

(2) After completion, uRemoTech provides the application for acceptance. The customer reviews it within ten working days and declares acceptance in text form. The application is deemed accepted if the customer raises no material defects within this period or if the customer uses the application productively.

(3) Immaterial defects do not preclude acceptance; they are remedied within the scope of warranty claims.

(4) Where implementation proceeds in stages, acceptance takes place per stage.

§ 14 Rights to the Software Created

(1) Upon full payment of the agreed remuneration, the customer receives a transferable right of use to the software created for them, unlimited in time, territory, as well as content. The customer may modify the software, develop it further, and operate it in an environment of their choice.

(2) The source code of the software created is provided to the customer upon full payment of the agreed remuneration in a common format.

(3) The rights to those components of the technical foundation used across projects, in particular libraries, templates, and operating tools of uRemoTech, remain with uRemoTech. The customer receives a non-exclusive, perpetual right of use to them insofar as this is required for operation and further development of the software created.

(4) Open source components included are subject to their respective license terms. uRemoTech discloses them on request.

§ 15 Remuneration, Payment

(1) The remuneration for implementation is set out in the offer. Added to this are the one-off setup and, where operation by uRemoTech is agreed, the monthly fee pursuant to § 17.

(2) All prices are exclusive of VAT. For cross-border B2B services, the reverse charge procedure may apply.

(3) uRemoTech invoices the remuneration for implementation in installments: 30 % upon placement of the order, 40 % upon provision of the interim state designated in the offer on a test environment, as well as 30 % upon acceptance. Where the offer designates the completed state alone, uRemoTech invoices 30 % upon placement of the order and 70 % upon acceptance. The offer may set out different payment dates.

(4) uRemoTech notifies the provision of the interim state in text form. It entitles uRemoTech to invoice the installment and leaves acceptance under § 13 unaffected.

(5) Invoices are due within 14 days of receipt without deduction.

(6) uRemoTech invoices services beyond the agreed scope on a time and materials basis at the daily rate then in effect.

(7) Where the customer terminates the implementation order at will pursuant to § 648 BGB, uRemoTech invoices the services rendered up to that point as well as 10 % of the remuneration attributable to the remaining part. The customer is free to demonstrate that uRemoTech saved more or earned otherwise as a result of the termination. Termination for good cause remains available to both parties.

§ 16 Warranty Claims

(1) uRemoTech remedies defects in the software created by subsequent performance. A defect exists insofar as the software deviates from the agreed service description.

(2) The limitation period for warranty claims is twelve months from acceptance. In cases of intent, fraudulent concealment of a defect, gross negligence, as well as injury to life, body, or health, the statutory periods apply.

(3) Where a defect results from changes made to the software by the customer or a third party, or from operation outside the environment intended by uRemoTech, warranty claims lapse to that extent. uRemoTech remedies such disruptions on a time and materials basis.

§ 17 Operation of the Application

(1) Where agreed, uRemoTech operates the software created on its own platform. Included are operation in the cluster, the database, regular backups, monitoring and alerting, security updates of the platform, certificates, as well as response to operational incidents during the business hours of uRemoTech.

(2) Subject to separate agreement and charged on a time and materials basis are, in particular, response outside business hours, changes to the application, as well as updates to libraries of the application as soon as these require adjustments to the source code.

(3) The monthly fee is set out in the offer and invoiced monthly in advance. uRemoTech may adjust it for future billing periods with 30 days' notice.

(4) Operation begins with provisioning and runs for an indefinite period. Either party may terminate it in text form with one month's notice to the end of the month.

(5) Where the application permanently requires above-average resources, for instance through high usage figures or large volumes of data, the parties agree on the fee for this separately.

§ 18 Availability in Operation, Maintenance

uRemoTech operates the application without guaranteed availability levels (no SLAs). Updates are professionally reviewed before deployment and are generally applied without interruption (rolling updates); unavoidable interruptions are announced by uRemoTech with reasonable advance notice.

§ 19 Data Location

Operation takes place in a data center in Germany. Further requirements regarding the place of processing, such as full processing within the European Union, are set out in the offer.

§ 20 End of Operation, Migration

(1) At the end of operation, uRemoTech provides the customer with an export of the application data in a common format as well as the current source code.

(2) uRemoTech provides support for migration to an environment of the customer or a third party on a time and materials basis.

(3) After termination, uRemoTech deletes customer-related data within 60 days, unless retention obligations require otherwise; backups are overwritten on a rolling basis.

§ 21 Data Protection, DPA, AI, Sub-Processors

The Data Processing Agreement (Art. 28 GDPR) and the Data Privacy Statement apply. uRemoTech does not use customer content to train AI models. External AI and cloud services are used exclusively as (sub-)processors; transfers to third countries take place exclusively with appropriate safeguards (in particular the EU Commission's Standard Contractual Clauses (SCC)). The sub-processors engaged are set out in the DPA.

§ 22 Confidentiality

Non-public information of either party is to be treated as confidential; statutory and official disclosure obligations remain unaffected. The obligation continues for three years beyond the end of the contract.

§ 23 Liability

Intent/gross negligence: unlimited. In cases of slight negligence, liability only for cardinal obligations, limited to foreseeable damage typical of the contract; indirect damages and lost profits are excluded. Product liability as well as life/body/health remain unaffected; the limitations also apply in favor of representatives and vicarious agents.

For the free use of the application under Part A, uRemoTech is liable only in cases of intent and gross negligence as well as injury to life, body, or health.

§ 24 Force Majeure

No liability for performance disruptions due to force majeure (e.g. large-scale network outages, natural events, hacker attacks, war, official orders), provided the affected party informs the other without delay and takes reasonable measures.

§ 25 Reference Naming

uRemoTech may use the customer's name and logo as a reference during the term of the contract; objection for good cause is possible in text form.

§ 26 Third-Party Services/Integrations

Services of third parties (e.g. payment services, e-mail gateways, connected external systems) are subject to their terms; uRemoTech is not liable for their availability and function.

§ 27 Access Credentials & Account Security

The customer protects access credentials, uses suitable authentication, and informs uRemoTech without delay upon suspicion of misuse.

§ 28 Anonymized/Aggregated Usage Data

uRemoTech may process anonymized and aggregated usage data for improvement, analysis, and security; conclusions about persons or trade secrets are excluded.

§ 29 Set-Off/Retention

Set-off and retention are permitted only with undisputed or legally established counterclaims.

§ 30 Notifications

Legally relevant declarations may be made by e-mail or in the account/in-app.

§ 31 No Right of Withdrawal (B2B)

Consumer rights of withdrawal do not apply.

§ 32 Final Provisions

Text form is sufficient (including eIDAS-compliant electronic signatures) for declarations, as far as legally permitted. German law applies to this contract, excluding UN sales law. Exclusive place of jurisdiction for all disputes is the registered office of uRemoTech GmbH & Co. KG. Order of precedence: In case of conflicts between documents, the following order applies: (1) Offer/order form, (2) DPA, (3) these Terms, (4) service description/policies. Severability: If individual provisions are invalid, the validity of the remaining provisions remains unaffected; instead of the invalid provision, a regulation closest to the economic purpose shall apply.

§ 33 Amendments to these Terms

uRemoTech may amend these Terms for good cause (e.g. law, data protection/security, technology, reasonable service adjustments) with effect for the future. For an order already placed under Part B, the version agreed at conclusion of the contract continues to apply. uRemoTech announces changes 30 days in advance in the application or by e-mail. The customer may object before the changes take effect. Without objection, the changes are deemed accepted. In case of objection, the contract continues until the end of the current billing period; uRemoTech may terminate the contract at the time of the amendment. Material adverse changes or new charges require the customer's explicit consent.