Y Progress GmbH
Pommernring 7
76877 Offenbach an der Queich
As of: October 2025
1. Scope
1.1 These General Terms and Conditions (GTC) apply to all business relationships between Y Progress GmbH (hereinafter the "Contractor") and its customers (hereinafter the "Client").
1.2 These GTC apply exclusively. Any differing, conflicting or supplementary terms and conditions of the Client do not become part of the contract unless the Contractor has expressly agreed to their validity in writing.
1.3 These GTC also apply to all future business relationships, even if they are not expressly agreed again.
2. Formation of the contract
2.1 Offers made by the Contractor are subject to change and non-binding unless they are expressly marked as binding.
2.2 An order placed by the Client constitutes a binding offer to enter into a contract. The Contractor may accept this offer within 14 days of receiving it.
2.3 The contract is formed when the Contractor sends written order confirmation or begins providing the services.
3. Scope of services
3.1 The scope of the services to be provided is set out in the service description in the offer or order confirmation.
3.2 Changes or additions to the agreed services must be made in writing. The Contractor will charge separately, based on the work involved, for additional work caused by the Client's subsequent change requests.
3.3 The Contractor may provide services in parts if this is reasonable for the Client.
3.4 The Contractor may use qualified subcontractors to provide the services.
4. Client's duties to cooperate
4.1 The Client must provide the Contractor, in full and on time, with all information, documents and access needed to provide the services.
4.2 The Client must appoint a professionally qualified contact person who is authorised to make decisions.
4.3 Delays caused by the Client's failure to provide cooperation on time are not the Contractor's responsibility and may lead to changes in schedule and additional costs.
5. Dates and deadlines
5.1 Delivery and service dates are binding only if the Contractor has expressly confirmed them as binding in writing.
5.2 Delivery and service deadlines will be extended appropriately if there are measures taken as part of industrial disputes, in particular strikes and lockouts, or if unforeseen obstacles arise outside the Contractor's control (force majeure).
5.3 If the Contractor is late in providing a service, the Client may assert claims for delay only after first giving the Contractor a reasonable grace period of at least 14 days.
6. Prices and payment terms
6.1 The prices stated in the offer or order confirmation apply. All prices are exclusive of the statutory VAT applicable at the time.
6.2 Unless otherwise agreed, invoices are due for payment within 14 days of the invoice date, without deduction.
6.3 In the event of late payment, default interest will be charged at 9 percentage points above the applicable base interest rate. The right to claim higher damages for default remains reserved.
6.4 The Client may set off claims only if its counterclaims have been established by a final court decision, are undisputed or have been acknowledged by the Contractor.
6.5 For projects lasting more than one month, the Contractor may request progress payments in line with the progress of the services.
7. Retention of title
7.1 Delivered hardware and software, as well as work results created, remain the property of the Contractor until all claims arising from the business relationship have been paid in full.
7.2 If the Client acts in breach of contract, in particular by failing to pay on time, the Contractor may withdraw from the contract and demand the return of the service provided after a deadline has been set and has expired without result.
8. Copyright and rights of use
8.1 All work results created by the Contractor, in particular software, concepts, designs and documentation, are protected by copyright.
8.2 After full payment, the Client receives a non-exclusive right, unlimited in time and place, to use the work results created under the contract for the agreed purpose.
8.3 The Client may pass work results on to third parties only with the Contractor's prior written consent.
8.4 The source code for individually developed software remains with the Contractor unless expressly agreed otherwise.
9. Warranty
9.1 The Contractor warrants that, at the time of acceptance, the services provided have the agreed quality and are free from defects that eliminate or reduce their value or suitability for the use intended under the contract.
9.2 The warranty period is 12 months from acceptance or delivery.
9.3 The Client must report defects in writing without delay after discovering them and give the Contractor the opportunity to remedy them.
9.4 The Contractor has the right to make repairs twice within a reasonable period. If the repair fails, the Client may choose to request a price reduction or withdraw from the contract.
9.5 The warranty does not cover defects caused by improper operation, normal wear and tear, incorrect or negligent handling, changes or interventions not made by the Contractor.
9.6 For defects in third-party products (such as third-party software or hardware), the Contractor is liable only to the extent of the warranty claims it has against the manufacturer. The Contractor will assign these claims to the Client.
10. Liability
10.1 The Contractor has unlimited liability in cases of intent and gross negligence, for intentional or negligent injury to life, body or health, and under the provisions of the German Product Liability Act.
10.2 For a slightly negligent breach of essential contractual obligations (cardinal duties), the Contractor's liability is limited to the damage foreseeable at the time the contract was concluded and typical for the contract. Essential contractual obligations are those whose fulfilment makes proper performance of the contract possible in the first place and on whose fulfilment the Client may regularly rely.
10.3 In all other cases, liability is excluded.
10.4 Liability for data loss is limited to the typical recovery costs that would have arisen if the Client had made regular backup copies appropriate to the risk.
10.5 These limitations of liability also apply to the personal liability of the Contractor's employees, representatives and vicarious agents.
11. Confidentiality and data protection
11.1 Both parties undertake to keep confidential all confidential information obtained in the course of the business relationship and to use it only to fulfil the contract.
11.2 Personal data is processed in compliance with the applicable data protection rules, in particular the GDPR.
11.3 If the Contractor processes personal data on behalf of the Client, the parties will enter into a separate data processing agreement under Art. 28 GDPR.
12. Naming the Client as a reference
12.1 The Contractor may name the Client as a reference customer and use the Client's logo for marketing purposes unless the Client expressly objects.
13. Assignment and set-off
13.1 The Client may assign claims against the Contractor to third parties only with the Contractor's prior written consent.
14. Final provisions
14.1 The law of the Federal Republic of Germany applies, excluding the United Nations Convention on Contracts for the International Sale of Goods (CISG).
14.2 The place of performance for all services is Offenbach an der Queich.
14.3 To the extent permitted by law, the place of jurisdiction for all disputes arising from or in connection with this contract is Landau in der Pfalz.
14.4 If any provision of these GTC is or becomes invalid, the validity of the remaining provisions remains unaffected. The invalid provision must be replaced by a valid provision that comes closest to the economic purpose of the invalid provision.
14.5 Changes and additions to these GTC must be made in writing to be effective.
For more information about Y Progress GmbH, see the Imprint.