Last Modified: 09.08.2020

1 Object of the Contract

Subject to deviating and/or supplementary provisions in the contract, Structr GmbH shall provide consulting and other services (e.g. software development) exclusively on the basis of the following conditions and for the contractually agreed remuneration. General terms and conditions of the Client shall not apply, even if Structr GmbH provides services without objecting to them. The Client bears the responsibility for the project and its success. Structr GmbH shall provide consulting and other services according to the principles of proper professional practice.

1.1 Possible services within the meaning of these conditions include, but are not limited to:

• technical consulting and support, either on-site or by remote access;
• software development (e.g. software changes/software supplements, programming of required interfaces) or related support;
• software installation; and
• training of the Client’s employees on the Client’s premises.

Support agreements and licensing for Structr software are not part of these provisions.

1.2 The object of the contract can consist of a one-time service, which may also be rendered in parts, or of services provided over a long period of time.

1.3 Offers of Structr GmbH are subject to change without notice, unless expressly stated otherwise. Any contractual declarations given by either party must be made in writing. In case of doubt, the offer or order confirmation of Structr GmbH shall determine the content of the contract. The concrete specifications of the respective contractual service and its scope, functions and documentation as well as the schedule and workflow are set out in the offer on which the respective service is based. The Client shall immediately inform Structr GmbH of any missing details and shall support Structr GmbH to the best of its ability in adding any required additional details.

1.4 Commitments of any kind that constitute a different or more extensive duty of Structr GmbH to assume liability than those stipulated in these General Terms and Conditions or in the contract require the express written confirmation of Structr GmbH. This also applies to a waiver of this written form requirement. Individual agreements, order and service specifications, price agreements, and service level agreements that meet the aforementioned conditions are part of the contract and take precedence over these General Terms and Conditions.

2 Execution of Consulting and Other Services

2.1 Unless otherwise agreed, the place of performance is the location of the registered office of Structr GmbH.

2.2 The Client is not entitled to request the services to be performed by specific employees of Structr GmbH. The Client is not authorized to give instructions to the employees of Structr GmbH who are involved in the performance of the services. The individuals deployed by Structr GmbH do not enter into an employment relationship with the Client, even if they perform services on the Client’s premises. Structr GmbH shall decide which employees it deploys and reserves the right to replace them at any time. It may also use freelancers and other companies to fulfill the order; it shall be liable for their faults as it is for its own faults.

2.3 The Client shall specify the task, which is made concrete by the acceptance of Structr GmbH’s offer in accordance with Section 1.3. The further fulfillment of the task is planned jointly on this basis. To this end, Structr GmbH may submit a written concept. The Client shall bear the risk of whether the services ordered will meet the Client’s wishes and needs. In cases of doubt, the Client must seek advice in a timely manner from employees of Structr GmbH or from competent third parties. The services rendered by Structr GmbH do not include legal review or legal advice.

2.4 If Structr GmbH must present the results of consulting and other services in writing, only the written presentation shall be authoritative.

2.5 User training, instruction, installation (including parameterization) and support/maintenance are not part of a Structr GmbH software development project and require a separate agreement.

3 Rights of Use

3.1 Unless the parties agree otherwise, the following provisions on rights of use shall apply:

3.1.1 Structr GmbH shall grant the Client the non-exclusive and non-transferable right to permanently use the results of consulting and other services (Deliverables), which Structr GmbH has provided and handed over to the Client as part of the contract – after acceptance and payment in full of all invoices for services – for its own internal purposes within the scope of the contractually stipulated purpose of use.

3.1.2 If the Deliverables are software or software components, the software shall, unless otherwise agreed, be handed over to the Client in machine-readable and executable form (object code), along with functional documentation. The source code of the software and the rights thereto are not transferred. This also applies to such software components that were created by Structr GmbH itself using the Structr software. The creation and transfer of development documentation is only carried out by separate agreement and for separate remuneration. This shall also apply if software has been developed as a result of specifications or cooperation by the Client (e.g. individual adaptations).

3.1.3 In the case of software or software components (Deliverables) that are based on, change, extend or adapt other works (i.e. delimitable products or solutions; e.g. in the case of individual adaptations of templates or software modules, or software development using Structr software), the rights of the Client do not extend to these other works but only to the extent of the changes, extensions and adaptations made by Structr GmbH for the Client. The rights of the Client to these other works are determined exclusively by the terms of their licenses. If the Deliverables contain open source components, the rights of use are therefore only transferred to the extent of and in accordance with the respective open source license. Structr GmbH expressly points out that the open source components may be used, processed and be the subject of dispositions only within the scope of the respective license.

3.2 Objects provided by Structr GmbH to the Client prior to the execution of a contract (e.g. proposals, test programs, concepts) are the intellectual property of Structr GmbH; they must not be copied or made available to third parties. If a contract with the Client does not materialize, they must be returned or deleted and must not be used. Structr GmbH shall be entitled to use the Deliverables in any case and without any restrictions, as long as it complies with its confidentiality obligations. This includes the know-how acquired during the execution of the project, in particular the concepts, procedures, methods and intermediate results on which the Deliverables are based.

3.3 If, in the course of the performance of services by Structr GmbH, Deliverables are created which are patentable or suitable for being registered as a utility model, Structr GmbH may apply for a corresponding property right in its own name and on its own account. Structr GmbH shall grant the Client the right to use the property right together with the Deliverables to the extent necessary. This property right license is not subject to separate remuneration.

3.4 Before decompiling Deliverables and/or Structr software, the Client shall request Structr GmbH in writing – setting a reasonable deadline – to provide the information and documents necessary to establish interoperability. The Client shall be entitled to decompilation within the limits of Section 69e of the German Copyright Act (Urheberrechtsgesetz, UrhG) only after the fruitless expiration of this deadline.

4 Data Protection

Structr GmbH complies with the stipulations of data protection law. If and when Structr GmbH gains access to Client hardware or software (e.g. in case of remote maintenance), this is not intended for business-related processing or use of personal data by Structr GmbH. Rather, a transfer of personal data only occurs in exceptional cases as an incidental consequence of Structr GmbH providing the services under the contract. Structr GmbH will handle this personal data in accordance with the regulations of the GDPR, the German Federal Data Protection Act (Bundesdatenschutzgesetz, BDSG) and other relevant protection regulations. If the processing of personal data is part of the services of Structr GmbH, the parties shall execute additional agreements as required by data protection law.

5 Duty to Cooperate

5.1 The Client shall name in writing a contact person for Structr GmbH as well as an address and an e-mail address at which the contact person can be reached. The contact person must be able to make the necessary decisions on behalf of the Client or to bring about such decisions immediately.

5.2 The Client shall ensure that the contact person named by the Client will provide the documents, information and data necessary for the provision of consulting and other services to Structr GmbH free of charge and in a complete, accurate and timely manner. Structr GmbH may assume that these documents, information and data are complete and correct, unless it is obvious to Structr GmbH that they are incomplete or incorrect.

5.3 The Client shall provide the working environment of the software (e.g. hardware and operating system) in accordance with the specifications of Structr GmbH. In particular and if available, the Client shall observe the specifications in Structr GmbH documentation (available at https://structr.com).

5.4 The Client shall assist in the fulfillment of the order to the extent necessary and free of charge, e.g. by providing employees, workspaces, hardware and software, data, and telecommunication facilities. The Client shall answer questions, check results and immediately test the software.

5.5 The Client shall take reasonable precautions to account for the possibility that the software may fail to work properly in whole or in part (e.g. by means of data backups, fault diagnosis, monitoring of software processes, regular review of results). It is the Client’s responsibility to ensure the proper operation of the necessary software working environment, if necessary by means of maintenance contracts with third parties or by Structr GmbH if the latter submits an offer to this effect.

5.6 The Client is responsible for the backup of its data according to the state of the art of technology. In the absence of an explicit written notice, the employees of Structr GmbH may always assume that all data with which they may come into contact is sufficiently secured.

5.7 The Client shall safely store the objects of the contract in order to prevent misuse.

5.8 In addition, the Client shall provide any cooperation necessary and required for the implementation of the contract.

6 Contract Period

6.1 If the contract is concluded for an indefinite period of time, it may be terminated in writing with a notice period of three (3) months effective at the end of a calendar year. This termination is possible for the first time effective at the end of the calendar year following the execution of the contract. An agreed minimum term remains unaffected by this right of termination. This does not apply in any case where something different has been agreed.

6.2 The contract may be terminated for cause by either party without notice.

6.3 After termination of the contractual relationship, Structr GmbH shall no longer be obligated to provide the contractual services. Structr GmbH may delete all Client data, subject to agreed or statutory retention obligations. Therefore, the timely storage and backup of the data is the responsibility of the Client.

6.4 Notices of termination must be given in writing to be effective.

7 Remuneration

7.1 Unless agreed otherwise (e.g. in the offer), the remuneration shall be based on the price list valid at the time the contract is executed (https://structr.com). All prices are exclusive of VAT, unless the sales revenue would be exempt from VAT. Structr GmbH is entitled to invoice partial services.

7.2Structr GmbH may adjust the remuneration annually to match general list prices. The Client has a right of termination if the remuneration rates increase by more than five percent (5%) per year. Structr GmbH shall notify the Client of such an increase two (2) months in advance. Within one (1) month of receipt of the notification in accordance with Section 7.2, the Client may terminate the contract at the time of such an increase.

7.3 Proofs of expenditure shall be deemed to have been approved unless the Client objects in detail in writing within twenty-one (21) days of receipt. If invoicing is based on actual hours worked, Structr GmbH shall invoice the hours worked by it in fifteen-minute (15-minute) increments of work completed, including partial increments.

7.4 Unless otherwise agreed, travel time, travel expenses and accommodation costs shall be charged in relation to the location of the registered office of Structr GmbH. Travel times and travel costs are incurred on trips between the employee’s place of business and the respective Client job site or between different Client job sites.

7.5 Travel time is considered working time, unless otherwise agreed. Unless otherwise agreed, the highest travel expense allowance listed in the current price list (www.structr.com) shall apply to travel costs and expenses and other expenditures.

7.6 Structr GmbH may demand remuneration for its expenditures if additional expenditures are incurred due to the improper fulfillment of the Client’s obligations as defined in Section 5, among others.

7.7 The remuneration is due at the agreed time. Subject to other information, invoices are due and payable without deduction within fourteen (14) days of the invoice date. Structr GmbH shall be entitled, at its own discretion, to demand progress payments or advance payments. If, after the execution of the contract, doubts about the solvency of the Client become apparent, Structr GmbH may revoke any payment terms granted and make payment due immediately.

7.8 The Client may only offset against undisputed or legally binding claims. Notwithstanding the provision of Section 354a of the German Commercial Code (Handelsgesetzbuch, HGB), the Client may not assign its claims to third parties.

8 Title Retention

Structr GmbH reserves the ownership and rights (Section 3) to the contractual objects and Deliverables until all of its claims under the contract have been settled. The Client shall immediately notify Structr GmbH in writing of any third-party access to the goods subject to retention of title and shall inform the third party of Structr GmbH’s rights.

9 Duration of Performance

9.1 Dates and deadlines are not binding unless they are expressly designated as binding by Structr GmbH in writing. If the creation of a concept is part of the order, Structr GmbH’s obligation to realize the concept shall only begin with the acceptance of the concept by the Client.

9.2 If Structr GmbH is waiting for Client cooperation or information from the Client or is hindered in the fulfillment of the order by strike, lockout, government intervention or other circumstances beyond the control of Structr GmbH, deadlines shall be deemed extended by the duration of the hindrance and by a reasonable start-up time after the end of the hindrance. Structr GmbH shall notify the Client of the hindrance and its temporal effects.

10 Acceptance for Work Services

Insofar as work services are the object of a contract, the following shall apply to acceptance:

10.1 If a contract for work covers several individual works that can be used independently of each other by the Client, these individual works shall be accepted separately.

10.2 If partial works are defined in a contract for work, Structr GmbH may present partial works for acceptance. In the case of later acceptances, it will only be checked whether the previously accepted parts also work together correctly with the new parts.

10.3 If the contract contains the creation of a concept, in particular for the development, modification or extension of standard software (such as Structr software), Structr GmbH may demand separate acceptance for the concept.

10.4 The Client must check the result of the work within fifteen (15) working days and ensure that the contact person either declare the acceptance in writing or inform Structr GmbH about the detected defects (deviations from the offer) with a detailed description. If the Client does not provide the aforementioned declaration within this period or uses the work without complaint, the work is considered accepted. Insignificant defects do not constitute grounds for refusing acceptance.

10.5 Structr GmbH shall remedy the defects notified in accordance with Section 10.4 within a period appropriate to the severity of the defect. After notification of the remedy of defects, the Client shall examine the result of the work with regard to the notified defects within five (5) working days. In all other respects, Section 10.4 shall apply accordingly.

11 Default

11.1 If the consulting and other services are not provided in accordance with the contract due to reasons for which Structr GmbH is responsible (Default), Structr GmbH shall be obligated to provide consulting and other services in whole or in part in accordance with the contract within a reasonable period of time without additional costs for the Client, unless this is only possible with unreasonable effort.

11.2 This obligation of Structr GmbH only applies if the Client has notified Structr GmbH of the Default in writing and without delay, but no later than two (2) weeks of becoming aware of it, unless otherwise agreed.

11.3 Section 14 shall apply to claims for expenditures and damages that go beyond this scope.

11.4 All deadlines must be set for at least twelve (12) working days (except in urgent cases).

11.5 The termination of the further exchange of services (e.g. in case of withdrawal, termination for cause, damages, or price reduction in lieu of performance) must always be threatened by setting a deadline and can only be declared within two (2) weeks after expiration of said deadline.

12 Material and Title Defects

12.1 Notwithstanding Section 11, as far as services under a purchase agreement or contract for work and services are the object of a contract, the following shall apply to material defects and defects of title:

12.2 Structr GmbH warrants that the deliverables have the expressly agreed quality characteristics or, if no quality has been agreed upon, that they are suitable for normal use and have a quality that is customary for goods and services of this type and that the Client can expect from goods and services of this type, and that the transfer of the agreed rights to the Client is not precluded by any rights of third parties. Structr GmbH does not warrant that the deliverables are suitable for the use conceived by the Client.

12.3 The Client shall immediately notify Structr GmbH in writing of any defects that occur, with an exact description of the problem and any information useful for the elimination of the defect (obligation to give notice of defects in accordance with Section 377 of the German Commercial Code [Handelsgesetzbuch, HGB]).

12.4 Structr GmbH can warrant its work primarily by rectification of defects. The provisions set out in Section 11 apply accordingly. The urgency of rectifying the error depends on the degree of operational impediment and on the phase in which an error occurs (planning phase, implementation phase, etc.).

12.5 If ultimately the rectification fails, the Client may reduce the remuneration or rescind the contract or terminate a continuing obligation without notice. The Client shall be entitled to the right of self-remedy under the conditions stipulated in Section 637 of the German Civil Code (Bürgerliches Gesetzbuch, BGB). Section 14 shall apply to compensation for damages and expenditures. Other warranty rights are excluded.

12.6 The Client shall bear the burden of proof that restrictions of use or defects are not (partly) caused by improper operation, by an intervention of the Client (e.g. changes or extensions of the software) or by the system environment.

12.7 If material defects or defects of title are based on the defectiveness of the product of a third party, and if this third party does not act as a vicarious agent of Structr GmbH, with Structr GmbH instead merely passing on a third-party product to the Client in a way that is recognizable to the Client, the Client’s claims for defects are limited to the assignment of the claims for defects of Structr GmbH against the third party (e.g. if open source software is incorporated). Structr GmbH shall be liable for the defect itself if the cause of the defect was set by Structr GmbH, i.e. if the defect is due to a defective modification, integration or other treatment of the services of third parties for which Structr GmbH is responsible.

12.8 If a third party asserts claims that preclude the exercise of the contractually granted right of use, the Client shall immediately inform Structr GmbH in writing and in full. The Client hereby authorizes Structr GmbH to conduct the dispute with the third party alone (if necessary on behalf of the Client), be it in or out of court. If Structr GmbH makes use of this authorization, which is at its sole discretion, the Client shall not recognize the claims of the third party without the consent of Structr GmbH, and Structr GmbH shall be obligated to defend the claims at its own expense and to indemnify the Client from all costs and damages associated with the defense of claims, provided that these are not based on conduct of the Client in breach of duty. Instead, Structr GmbH may fulfill the claims of the third party or replace the disputed objects with other objects in accordance with the contract. Sentences 1 to 3 apply regardless of the expiration of the limitation period.

13 Change Request Procedure

13.1 During the term of an individual contract, both contracting parties may at any time propose changes in writing, in particular changes relating to the agreed services, methods and deadlines. Changes in services are requests of the Client outside the agreed services or changes thereof, in particular subsequent changes to the order. Not considered changes in services are the renaming of an agreed service and minor changes to the agreed services made after weighing the interests of both parties. Changes that have an impact on compliance with the project schedule are generally not minor.

13.2 In the case of a change request submitted by the Client in writing, Structr GmbH shall inform the Client within ten (10) working days as to whether the change is possible and what effects it will have on the contract, in particular taking into account timing and remuneration. The Client must then inform Structr GmbH in writing within five (5) working days whether the Client wishes to maintain its change request under these conditions or whether the Client wishes to continue the contract under the old conditions. If the examination of a change request represents an effort that is not inconsiderable, Structr GmbH may invoice the effort necessitated by the examination separately.

13.3 In the case of a change request by Structr GmbH, the Client shall inform Structr GmbH in writing within ten (10) working days as to whether or not the Client agrees to the change.

13.4 As long as there is no agreement on the change, the work will continue in accordance with the existing contract.

14 Liability

14.1 Structr GmbH shall always be liable to the Client

• for any damage caused, intentionally or through gross negligence, by Structr GmbH and its legal representatives or vicarious agents;
• under the German Product Liability Act (Produkthaftungsgesetz); and
• for damages resulting from injury to life, body or health for which Structr GmbH, its legal representatives or vicarious agents are responsible.

14.2 Structr GmbH shall not be liable for slight negligence, except to the extent that Structr GmbH has violated a fundamental contractual obligation (cardinal obligation). In the case of property damage or financial loss, this liability is limited to the foreseeable damage typical of this kind of contract. This also applies to loss of profit and to savings not achieved. Liability for other remote consequential damages is excluded.

14.3 The following applies to claims arising from Section 14.2: For an individual case of damage, liability is limited to the order value of the affected service; in the case of ongoing remuneration, liability is limited to the amount of remuneration per contractual year, but no less than EUR 2,500. When executing the contract, the contracting parties may agree on further liability for separate remuneration. The liability set forth in Section 14.1 remains unaffected by this section. In all other respects, liability is excluded.

14.4 In the event of loss of data, Structr GmbH shall only be liable for the expenditure required to restore the data given proper data backup by the Client. In case of slight negligence on the part of Structr GmbH, this liability shall only apply if the Client has carried out a proper data backup immediately prior to the measure leading to the loss of data.

14.5 Sections 14.1 to 14.4 shall apply accordingly to claims for reimbursement of expenditures and other liability claims of the Client against Structr GmbH.

14.6 The limitation period for warranty claims is one (1) year from the beginning of the statutory warranty period unless there is evidence of intent or gross negligence.

15 Miscellaneous

15.1 This Agreement is subject to the laws of the Federal Republic of Germany.

15.2 Amendments and supplements to this Agreement shall be agreed only if made in writing. In the event of a change in market conditions and/or the legal situation and/or supreme court jurisdiction, Structr GmbH shall be entitled, even in the case of existing (permanent) obligations, to supplement and/or amend these General Terms and Conditions with a notice period of four (4) weeks in advance, provided that this is reasonable for the Client. The Client shall be notified of the respective changes in writing. The supplements and/or amendments shall be deemed to have been approved if the Client does not object to them in writing or by e-mail within a period of four (4) weeks after receipt of the amendments and/or supplements, provided that Structr GmbH has expressly pointed out this effect of a lack of objection.

15.3 The place of jurisdiction with respect to a merchant, a legal entity under public law or a special fund under public law is the location of the registered office of Structr GmbH. Structr GmbH may also sue the Client at the location of the latter’s registered office.

Special Rules for Agile Software Projects

16 Scope of Application

16.1 The following provisions in Sections 16 to 19 shall apply – and take precedence over the general provisions – to Agile software projects for which an “Agile approach” has been agreed in the offer as a programming method or project method (e.g. by reference to Agile methods, Agile approach or Scrum), i.e. that Structr GmbH shall provide the services as part of an Agile software project.

17 Definitions for Agile Software Projects

17.1 User Story: The User Story is a general description of the intended functionality in natural language and using the Client’s terminology. It contains a description of a scenario or process of how the software should behave. User Stories are specified by the Client. They do not represent a final statement of work but provide a framework for the future design and development of the software.

17.2 Product Backlog: The Product Backlog outlines, prioritizes and collects the requirements for the software resulting from the User Stories. It includes all the requirements for the object of the contract to be created. A requirement describes and specifies the technical implementation of the User Story. The Product Backlog is dynamic and is continuously developed/prioritized by the contracting parties in order to concretize the requirements. All entries, changes and additions to the Product Backlog are communicated to the Client in a mutually agreed manner.

17.3 Product Owner: The Product Owner is responsible for deciding on the services to be created, their properties and the order of implementation; in particular, the Product Owner maintains the Product Backlog. In case of doubt, the Product Owner also decides which properties are to be completed by the end of a Sprint (prioritization). The Product Owner is a responsible contact person on the Client’s side unless the parties expressly agree otherwise.

17.4 Sprint Planning: In Sprint Planning (planning meeting at the beginning of each Sprint), the requirements specified in the Product Backlog, which are to be implemented in the Sprint (a period agreed between the parties [usually two weeks] for processing a requirement), are jointly evaluated by the parties. Subsequently, the requirements are prioritized by the Client and transferred to the Sprint Backlog in coordination with Structr GmbH. In addition, the Sprint Planning meetings serve to estimate the effort for the implementation of each individual requirement, evaluating it by assigning effort points (“Story Points”). The goal of the planning is to complete an executable, theoretically deliverable product increment of the object of the contract by the end of the Sprint that meets the requirements of the Sprint Backlog for the respective Sprint.

17.5 Sprint Backlog (detailed specification): During the Sprint, only requirements in accordance with the Sprint Backlog are processed for each Sprint; a new Sprint Backlog is created for each Sprint. The requirements summarized in the Sprint Backlog represent the initial objective for the respective Sprint and form the basis for the test to be performed in the Sprint Review. The requirements for the Sprint must be summarized in a separate document in text form (e.g. PDF), confirmed by the development team of both parties and communicated to the project managers of both parties (e-mail is sufficient). Changes and additions to the Sprint Backlog by either party are only possible until the completion of the Sprint Planning and will no longer be considered after the start of a Sprint (binding nature of the entries and binding description of the requirements of the object of the contract); subsequent changes and/or additions will be entered into the Product Backlog as a new requirement and processed in subsequent Sprints. The object of the contract is completed when the Sprint Backlog no longer contains any open requirements. The final acceptance, during which all remaining requirements (outside of partial acceptances) are accepted, is informal, unless one party insists on formal acceptance. If no final acceptance is requested, the object of the contract shall be deemed to have been accepted after the expiration of ten (10) working days from receipt of a written notification of completion of the object of the contract or from receipt of the final invoice. If the Client does not participate in any of the Agile-specific meetings, and if this leads to a delay in the performance of Structr GmbH, Structr GmbH shall not be in default.

17.6 Sprint Review (acceptance of the service): After completion of a Sprint, the requirements processed in each case are released as part of the Sprint Review. The results of the Sprint are presented by Structr GmbH (“Sprint Demo”) and reviewed by the Product Owner. Requirements that have been implemented by Structr GmbH as agreed are marked as completed by the Product Owner in the Sprint Backlog. Requirements that are marked as fulfilled in a Sprint Backlog or that are not re-entered into the Product Backlog are deemed to have been accepted (partial acceptance) if the Client does not explicitly refuse acceptance, at the latest in the Sprint Planning Meeting following the receipt of the changes to the Product Backlog by the Client. Requirements that have not been implemented, or that have been implemented incompletely or incorrectly, will be re-entered into the Product Backlog and implemented in one of the subsequent Sprints. They shall be regarded as not accepted.

18 Execution of Agile Software Projects

18.1 The parties are aware that an Agile approach places high demands on the cooperation of the Client. Therefore, the parties mutually nominate competent contact persons. In particular, the Client’s contact person must be authorized and have the necessary expertise to make the decisions incumbent on the Product Owner in the context of the implementation of the project. The parties must also nominate the members of the project team.

18.2 The development services provided by Structr GmbH are incrementally divided by the parties into Sprints (iterations) using the Agile method, with a duration that can be flexibly adapted to the requirements and the partial services to be developed in a Sprint.

18.3 The standard duration of a Sprint is two (2) weeks, unless another period has been agreed. Structr GmbH owes the provision of the services according to the general state of the art of technology. The targeted requirements for each Sprint are defined during Sprint Planning. For this purpose, the parties shall use the methods intended for Agile projects, i.e. meetings (“Sprint Planning” and “Sprint Review”), logs and artifacts (“Product Backlog”, “Sprint Backlog”), in which the contents and the course of the project are controlled and recorded by the Product Owner. The basic contents are derived from the User Stories and the technical requirements that are specified by the parties in the Product Backlog and, for the actual implementation of a Sprint, in the Sprint Backlog. If the parties do not reach an agreement on the requirements to be recorded in the Sprint Backlog, the Product Owner is responsible for the final decision on the requirements to be recorded in the Sprint Backlog and their prioritization.

18.4 At the beginning of the Agile software project, the parties shall determine an estimated project duration for the development of the software. However, the parties agree that this does not set a final date for the development of the software. Information on possible costs based on these assumptions is merely an estimate.

18.5 Agile projects are regularly invoiced on an hourly rate basis (time & material) upon completion of each Sprint but no later than the end of the calendar month. The parties assume that, on average, requirements can be implemented in a Sprint that match the scope of the number of Story Points defined in the project contract. Deviations of up to ten percent (10%) do not affect the agreed remuneration.

18.6 If Structr GmbH has offered so-called Agile (content-variant) fixed prices for the development of Client-specific individual software, the following applies: Within the scope of the Agile development process, the Client will receive requirements in an amount equivalent to the fixed price and can replace any requirements not yet realized with other equally priced requirements at any time. Any changes beyond this may be taken into account for an appropriate fee.

18.7 Structr GmbH is entitled to demand an advance payment to be agreed between the parties at the start of the project. At the latest, this amount will be offset against the final invoice. If the final invoice is less than the advance payment, Structr GmbH will refund the excess amount within thirty (30) days after the final invoice is sent. If the order ends prematurely, the advance payment shall be refunded – if applicable on a pro rata basis.

19 Sprintabbruch

Unless a so-called Agile fixed price in accordance with Section 18.6 is involved, the following shall apply: If it becomes apparent during a Sprint that the planning cannot be implemented, or if problems arise that make it uneconomical to continue the Sprint, the current Sprint will be terminated. If the parties decide to terminate the Sprint by mutual agreement, they each bear half of the additional costs incurred by the termination. If Structr GmbH terminates the Sprint without consultation with the Client or without the Client’s agreement, Structr GmbH shall solely bear the additional costs arising from the termination, unless the Client is responsible for the termination; in this case, the Client shall solely bear the costs.