Terms and Conditions
Last updated:
Version VI – Status: 30.07.2025
§ 1 General Terms & Conditions
The following terms and conditions apply to all orders, projects, and contracts concluded between you or your authorized representative (hereinafter referred to as the Client) and us as your service provider (Nimbits GmbH, hereinafter referred to as the Contractor). Unless otherwise agreed, any conflicting terms of your own are hereby excluded.
Unless explicitly stated otherwise, the concluded agreement is a service contract.
§ 2 Compensation & Scope of Services
The scope of the contract includes only the items listed in our proposal. Services not explicitly listed there are not part of the agreement.
The Contractor will receive the compensation specified in the proposal. Payment is due in full without any deductions (such as discounts) once the services have been completed, or in accordance with the milestones or other written agreements specified in the proposal. If the Client fails to meet their obligations under § 3 (Obligations of the Client), the full compensation remains due to the Contractor without deductions. Unless otherwise agreed, payment must be made via bank transfer within 10 business days of invoicing, unless another written agreement (e.g., a SEPA mandate) has been made.
If the Client has justified complaints regarding defects in the service, the Contractor is both entitled and obligated to carry out rectifications.
Changes to scope, specifications, requirements, or the underlying basis of the contract are not included in the price and do not form part of the contractual relationship.
Unless otherwise agreed, any additional effort or services provided by the Contractor will be billed at a net hourly rate of €140 per started hour. The Client will be notified as soon as the estimated efforts for a proposal item are reached. Any further costs will be communicated proactively before they are incurred.
If standard software is used within the scope of the project, the Client acknowledges that the Contractor is neither the creator nor the rights holder of third-party standard software (e.g., Shopware, Shopify, or ERP systems like Reybex and Pickware). The Contractor has no influence on the content, functionality, updates, or potential removal of features in current or future versions of such third-party software, and can only make predictions based on information provided by the software vendors.
Any features extending beyond the standard software's range of functions (custom developments and adaptations) are only part of the agreement if explicitly listed in the underlying proposal.
If the Contractor is unable to deliver the contractually agreed service—or can only do so with disproportionate extra effort—due to third-party changes to standard software, both parties agree to find an amicable solution to continue the partnership fairly. If no amicable solution can be found, the affected part of the contract will be billed on an hourly basis at €140.00 net per working hour for the work already completed by the Contractor.
§ 3 Obligations of the Client
The Client agrees to provide all materials or information required for the performance of the service within 10 business days of being requested by the Contractor. If this does not happen, the service will be deemed fully rendered, and payment will be due in full.
The Client agrees to report any defects in the commissioned service within 10 business days of being notified of its completion. If this does not occur, or if the Client delays acceptance or the reporting of defects, the service will be considered completed and accepted, and full payment will be due. The Client bears the burden of proof to demonstrate that any reported defects are solely due to the Contractor's work. If the reported defects are not (or only partially) the fault of the Contractor, but instead resulted from the actions or omissions of the Client or third parties beyond the Contractor's control, the Client agrees to fully reimburse the Contractor for the costs incurred in investigating and proving the cause.
The Client must ensure, also in relation to third parties relevant to the performance of the project, that the Contractor is able to perform the contractually agreed services. If the Contractor cannot perform their service due to actions or omissions of the Client, the Client remains liable for the full amount of the service.
The Client will appoint an authorized representative ("Project Manager") who has full authority to make decisions regarding the project and all related matters (e.g., requirements, finance, contract fulfillment). The Client must ensure that this Project Manager responds to inquiries from Nimbits in a timely manner and remains reasonably available during the Contractor's regular business hours.
§ 4 Delivery Date
Meeting the agreed delivery dates is dependent on the timely and proper fulfillment of the Client's obligations. The defense of non-performance of the contract remains reserved. For a delivery date to be valid, it must be communicated by the Client upon placing the order and confirmed in writing by the Contractor.
If the Client's actions or omissions (including those of relevant third parties) cause delays in the Contractor's work, the delivery dates will automatically shift by 10 business days without further notice. In this case, the Client also grants the Contractor the right to schedule a new delivery date at the Contractor's discretion, up to a maximum of 3 months beyond the original delivery date, provided no further major delays are caused by the Client.
If the Client falls into default of acceptance or culpably violates other duties of cooperation, the Contractor is entitled to claim compensation for any resulting damages, including any additional expenses. Further claims remain reserved. Once these conditions are met, the risk of accidental loss or damage to the deliverables passes to the Client at the point they fell into default of acceptance or debtor's delay.
In the event of a delivery delay not caused intentionally or by gross negligence, the Contractor shall be liable, after a grace period of four weeks, for a flat-rate delay compensation of 3% of the delivery value for each completed week of delay, up to a maximum of 10% of the contract value. Any liability of the Contractor for delays caused by third parties or the Client themselves is excluded.
Further statutory claims and rights of the Client regarding delivery delays remain unaffected.
§ 5 Liability
The Contractor is liable for damages demonstrably caused by them within the scope of their professional liability insurance.
Any liability for the Contractor's services is voided as soon as the deliverables are modified or customized by the Client or a third party.
Statutory regulations apply in the event of injury to life, body, or health.
Should a product liability insurance be required to perform the Contractor's services, the Client agrees to fill out the corresponding insurance questionnaire together with the Contractor.
Furthermore, the Client is not liable for claims against the Contractor and/or their subcontractors regarding the payment of the statutory minimum wage to their employees. The Contractor assures the Client that they strictly comply with minimum wage regulations within their company. The Contractor also gives this assurance for their subcontractors. To secure compliance, the Contractor grants the Client auditing and inspection rights, as well as the right to approve the hiring of subcontractors.
The Contractor reserves the right to transfer orders to third parties while respecting the Client's business secrets and data privacy. The Contractor assures the Client that minimum wage regulations are strictly adhered to by these third parties as well.
If standard software is used within the contractual relationship, the Contractor is not liable for what the standard software can or cannot deliver at the time of the proposal, nor for what it will or will not deliver in the future. The Contractor is only liable for gross negligence during consulting that led to the decision to use the respective software.
The Contractor is not liable if, during or after the provision of services, the scope of the standard software intended for contract fulfillment is changed by third parties (e.g., if Shopware releases a new version that removes, modifies, or adds features).
§ 6 Marketing and Promotional Purposes
The Client grants the Contractor the indefinite right to present the work performed under this contract in marketing materials for promotional purposes, in line with industry standards (e.g., in the portfolio on the Contractor's website (https://nimbits.de), in ad copy, brochures, etc.), while respecting current data protection regulations and non-disclosure agreements. For this purpose, the Client permits the Contractor to use the company's name, logo, a brief description, and a link to the company's website as a reference.
The Client can revoke this agreement under § 6 Paragraph (1) in writing at any time with a notice period of 30 days. All other provisions, obligations of both parties, the general terms and conditions, and other written agreements remain unaffected by such a revocation.