General Terms & Conditions
1. Scope of Application
These General Terms and Conditions (GTC) apply to all business relationships between altavios GmbH (hereinafter "altavios" or "we") and its clients (hereinafter "Client" or "you").
These GTC apply exclusively to entrepreneurs within the meaning of § 14 BGB (German Civil Code), legal entities under public law and special funds under public law. They apply to all services provided by altavios, in particular:
- Digital and AI consulting
- Process analyses (process check, Process X-Ray)
- Design and development of custom software solutions
- System integration and replacement of legacy systems
- Operation, maintenance and further development
- AI and automation solutions
Individual agreements, especially in project contracts, statements of work (SOW), or service level agreements (SLA), take precedence over these GTC. Conflicting, deviating, or supplementary terms and conditions of the Client shall not become part of the contract unless altavios explicitly agrees to their validity in writing.
2. Subject of the Contract
altavios provides consulting and development services in digitalisation, AI and custom software. The specific scope of services, deliverables, timelines, and technical specifications are defined in the respective offer, project contract, or statement of work.
Unless explicitly agreed otherwise in writing, services are provided on a service contract basis (Dienstvertrag) according to German law. If a specific work product is explicitly agreed upon, the contract may be classified as a work contract (Werkvertrag).
altavios reserves the right to use subcontractors, provided that confidentiality and quality standards are maintained. The Client will be informed of significant subcontractor involvement.
3. Offers, Quotations, and Contract Formation
All offers and quotations by altavios are non-binding and subject to change unless explicitly stated otherwise. Offers are valid for 30 days unless a different validity period is specified.
A contract is formed when altavios accepts the Client's order in writing (email sufficient) or begins providing services with the Client's knowledge.
The Client is bound to their order for 14 days. altavios is not bound to accept orders.
Amendments and supplements to the contract require text form (e.g. email). Individual agreements always take precedence.
4. Client Obligations and Cooperation
The Client is obligated to:
a) Provide all information, documents, access credentials, and materials necessary for the performance of services in a timely manner.
b) Appoint authorized contact persons with decision-making authority for project-related matters.
c) Review and approve deliverables within agreed timeframes (default: 7 business days).
d) Provide feedback and change requests in a structured, written format.
e) Ensure that altavios has necessary access to systems, APIs, and development environments.
f) Comply with all applicable laws and regulations regarding the use of developed software.
If the Client fails to fulfill these obligations, altavios may extend delivery deadlines accordingly. Additional costs resulting from delayed cooperation or necessary rework due to incorrect or incomplete information provided by the Client shall be borne by the Client.
5. Intellectual Property Rights
Upon full payment of the agreed remuneration, altavios transfers to the Client the exclusive, worldwide, perpetual, and transferable right of use for the custom software developed specifically for the Client, including source code, documentation, and related materials.
The transfer of rights includes the right to modify, adapt, and further develop the software. The Client may grant sublicenses to third parties.
Standard modules, frameworks, libraries, and third-party components used within the project remain the property of altavios or their respective owners. The Client receives a non-exclusive, perpetual right of use for these components to the extent necessary for the operation of the custom software.
Pre-existing intellectual property of either party remains the property of that party. altavios retains the right to use general knowledge, skills, and experience gained during the project.
If open-source software is used, the applicable open-source licenses apply. altavios will inform the Client about significant open-source components and their licenses.
6. Remuneration and Payment Terms
Unless otherwise agreed, services are billed according to the agreed hourly rates or fixed project prices specified in the offer or contract.
Invoices are due within 14 days of the invoice date unless a different payment term is agreed. Payment shall be made by bank transfer to the account specified in the invoice.
If the Client is in default of payment, altavios may charge default interest at a rate of 9 percentage points above the base interest rate. The right to claim further damages remains unaffected.
The Client may only offset claims that are undisputed or have been legally established. The Client may only exercise a right of retention if the counterclaim is based on the same contractual relationship.
All prices are exclusive of applicable value-added tax (VAT) unless otherwise stated.
For fixed-price projects, partial invoices may be issued according to agreed milestones. For time-based projects, invoices are typically issued monthly.
7. Project Management and Change Management
Projects are managed using agile methodologies (typically Scrum or Kanban) unless otherwise agreed. The Client will be regularly informed about project progress through status reports, demos, or meetings.
Changes to the agreed scope of services, specifications, or timelines require written agreement and may result in additional costs or adjusted timelines. altavios will provide estimates for change requests before implementation.
If the Client requests changes that affect the project scope, altavios will document these changes and provide a change order (CO) with cost and timeline implications. The change order must be approved by the Client before implementation.
altavios reserves the right to make minor technical improvements and optimizations that do not affect the agreed functionality without prior approval.
8. Delivery, Acceptance, and Warranty
Delivery dates and deadlines are only binding if they have been explicitly confirmed in writing. Delivery dates are extended appropriately if the Client fails to fulfill cooperation obligations or if circumstances beyond altavios's control occur.
The Client is obligated to inspect delivered services immediately and notify altavios of any defects in writing within 14 days. If no notification is made, the services are deemed accepted.
altavios warrants that the services are provided with professional care and in accordance with generally accepted industry standards. For software, altavios warrants that it substantially conforms to the agreed specifications.
The warranty period is 12 months from acceptance or, if no acceptance procedure is agreed, from delivery. For defects that are not material defects, the warranty period is 6 months.
In case of defects, altavios will, at its discretion, either remedy the defect or provide a replacement. If remediation fails after two attempts, the Client may reduce the remuneration or terminate the contract.
The warranty does not cover defects resulting from:
- Improper use or operation by the Client
- Modifications made by the Client or third parties
- Use of incompatible hardware or software
- Force majeure or circumstances beyond altavios's control
9. Liability
altavios is liable without limitation for damages resulting from injury to life, body, or health, as well as for damages caused by intent or gross negligence.
For minor negligence, altavios is only liable in case of breach of essential contractual obligations (cardinal obligations) and limited to the typically foreseeable damage at the time of contract conclusion. Essential contractual obligations are those whose fulfillment is essential for the proper execution of the contract and on whose compliance the Client may regularly rely.
Liability for data loss is limited to the typical recovery effort that would have been necessary if the Client had made regular backups in accordance with industry standards.
The above limitations of liability do not apply to claims under the Product Liability Act (Produkthaftungsgesetz).
10. Confidentiality and Data Protection
Both parties agree to maintain strict confidentiality regarding all business and technical information disclosed during the course of the business relationship. This obligation continues for 3 years after termination of the contract.
altavios will process personal data in accordance with applicable data protection laws, including the GDPR. Details are set forth in our Privacy Policy.
altavios implements appropriate technical and organizational measures to protect confidential information and personal data.
The confidentiality obligation does not apply to information that:
- Was already known to the receiving party before disclosure
- Is publicly available or becomes publicly available without breach of confidentiality
- Must be disclosed due to legal obligations or court orders
11. Term and Termination
The term of the contract depends on the specific project or service agreement. Fixed-term contracts end upon completion of the agreed services unless extended by mutual agreement.
Either party may terminate ongoing service contracts (Dienstvertrag) with 4 weeks' notice, unless a different notice period is agreed. Termination must be in writing.
For work contracts (Werkvertrag), termination before completion requires mutual agreement or is only possible for good cause.
The right to terminate for good cause remains unaffected. Good cause includes, in particular:
- Material breach of contract that is not remedied within a reasonable period after written notice
- Insolvency or initiation of insolvency proceedings
- Cessation of business operations
Upon termination, altavios will deliver completed work products and provide transition support as agreed. The Client remains obligated to pay for services rendered up to the termination date.
12. Force Majeure
Neither party shall be liable for delays or failures in performance resulting from circumstances beyond their reasonable control, including but not limited to:
- Natural disasters
- War, terrorism, or civil unrest
- Government actions or changes in law
- Internet or telecommunications failures
- Pandemics or health emergencies
- Strikes or labor disputes
If a force majeure event continues for more than 30 days, either party may terminate the contract with written notice.
13. Severability Clause
If any provision of these GTC or the contract is found to be invalid or unenforceable, the remaining provisions shall remain in full force and effect. The invalid provision shall be replaced by a valid provision that comes closest to the economic intent of the invalid provision.
The same applies to any gaps in these GTC.
14. Applicable Law and Jurisdiction
These GTC and all contracts between altavios and the Client are governed by the laws of the Federal Republic of Germany, excluding the UN Convention on Contracts for the International Sale of Goods (CISG).
For business customers (Unternehmer), legal entities under public law, or special funds under public law, the exclusive place of jurisdiction for all disputes arising from or in connection with the contract is Heilbronn, Germany. altavios may also bring legal action at the Client's general place of jurisdiction.
15. Final Provisions
These GTC are available at www.altavios.de/agb and will be sent to the Client upon request.
altavios reserves the right to modify these GTC. Modified GTC will be communicated to the Client and apply to contracts concluded after the modification date. For existing contracts, modifications require the Client's consent unless they are purely beneficial to the Client.
All communications and notices under these GTC must be in writing. Email is sufficient for written form unless a stricter form is required by law.
Last updated: October 2026