Terms and Conditions
General Terms and Conditions of Black Granite
1. Scope
These terms apply to all IT consulting and software engineering services, offers, and contracts concluded by Black Granite, Franz-Joseph-Str. 11, 80801 Munich, Germany. They apply only if expressly agreed or not objected to by the client. Deviating client terms are rejected unless confirmed in writing.
2. Services and engagement
Black Granite provides consulting, architecture, development, and related services in the areas of web, IoT, and AI systems. The specific scope, deliverables, milestones, and responsibilities are defined in the individual offer, statement of work, or order confirmation. Services are rendered on a time-and-materials basis unless a fixed price is expressly agreed.
3. Offers and contract formation
Offers are non-binding unless expressly stated otherwise. A contract is formed when the client accepts an offer in writing or by issuing a purchase order, or when Black Granite begins performance with the client's knowledge.
4. Fees, expenses, and payment
Services are invoiced monthly based on actual time spent at the agreed rates, plus statutory VAT. Travel expenses, third-party costs, and software licenses are invoiced at cost unless included in a fixed price. Invoices are due within 14 days of receipt without deduction. Default interest is charged at the statutory rate.
5. Deadlines and delays
Deadlines and milestones are binding only if agreed in writing. Delays caused by missing client input, third-party services, or force majeure extend deadlines accordingly. The client must report defects in writing without undue delay.
6. Cooperation and client obligations
The client provides timely access, information, test data, decisions, and technical prerequisites required for performance. Delays caused by the client's failure to cooperate extend deadlines and may result in additional costs.
7. Intellectual property and rights of use
Upon full payment, the client receives a non-exclusive, transferable, perpetual right to use the bespoke software and deliverables created specifically for them. Pre-existing code, libraries, frameworks, tools, and open-source components of Black Granite remain unaffected and are licensed only under their existing terms.
8. Confidentiality
Both parties treat all confidential information received from the other party as strictly confidential and use it solely for the purpose of the engagement. This obligation survives the termination of the contract.
9. Data protection
The parties process personal data only in compliance with applicable data protection law. If Black Granite processes personal data on behalf of the client, the parties conclude a separate data processing agreement.
10. Liability
Black Granite is liable without limitation for intent, gross negligence, and for breaches of guarantee. For simple negligence, liability is limited to foreseeable, contract-typical damage arising from the breach of an essential contractual obligation, capped at the fees paid under the relevant contract in the twelve months preceding the event. Black Granite is not liable for data loss to the extent the client failed to perform backups in accordance with industry standards. Mandatory statutory liability remains unaffected.
11. Termination
Unless otherwise agreed, contracts can be terminated by either party with two weeks' notice to the end of a calendar month. The client remains obliged to pay for services rendered and expenses incurred up to termination.
12. Governing law and jurisdiction
German law applies, excluding the UN Convention on Contracts for the International Sale of Goods. The exclusive place of jurisdiction for all disputes arising from the contract is Munich, Germany.
13. Severability
Should individual provisions of these terms be or become invalid, the validity of the remaining provisions remains unaffected. The invalid provision is replaced by a valid provision that comes closest to the economic intent of the parties.