These General Terms and Conditions apply to all services provided by Jannex, owner Jan Umbach, Tannenwäldchen 20, 34212 Melsungen, Germany (hereinafter “Jannex”).
(1) These General Terms and Conditions (hereinafter “GTC”) apply to all contracts and services between Jannex and the client (hereinafter “Client”).
(2) Jannex provides services exclusively to entrepreneurs within the meaning of § 14 of the German Civil Code (BGB), legal entities under public law and special funds under public law. No contracts are concluded with consumers within the meaning of § 13 BGB.
(3) Deviating, conflicting or supplementary terms and conditions of the Client do not become part of the contract, even if Jannex does not expressly object to them or performs the service without reservation while aware of them.
(4) Individual agreements take precedence over these GTC regardless of their form. For evidentiary reasons they should be documented in text form. In the event of contradictions between the contractual documents, the following order of precedence applies.
(5) These GTC also apply to future contracts with the same Client if Jannex refers to them when the contract is concluded and makes them available in their applicable version.
(1) Quotations from Jannex are non-binding unless they are expressly designated as binding. A quotation designated as binding is valid for 30 days from its date unless it states a different period.
(2) The contract is concluded when the Client accepts or confirms the quotation. Confirmation by email or an electronically signed document is sufficient.
(3) Amendments and additions to the contract require text form pursuant to § 126b BGB. This also applies to the waiver of this form requirement. The precedence of individual agreements under § 305b BGB remains unaffected.
(4) If the Client requests changes to the agreed scope of services, Jannex assesses the effects on effort, deadlines and remuneration and submits a change quotation. Until the change quotation has been accepted in text form, Jannex continues to work on the basis of the originally agreed scope.
(5) The effects of a change on schedule and remuneration are recorded in the change quotation. Agreed deadlines are postponed by the time required for the assessment and the additional implementation.
(6) Preparatory work such as analyses, concepts, estimates or prototypes is provided free of charge only if Jannex expressly agrees to this.
(1) Jannex provides custom software development services, in particular the conception, development, adaptation, integration and commissioning of software according to the Client's requirements.
(2) The scope of services owed follows conclusively from the quotation and the service description or specification referenced in it. Public statements, advertising or content on the Jannex website do not establish any claim to services.
(3) Jannex performs the development work in accordance with the recognised rules and the state of the art at the time of performance and with the specifications defined in the quotation.
(4) Software is a complex product. According to the state of the art, software cannot be created entirely free of defects. Jannex therefore does not owe absolute freedom from defects, but software that substantially conforms to the agreed specification.
(5) Jannex is free to choose the technologies, architecture, tools and programming languages used, unless otherwise agreed in the quotation.
(6) Jannex also uses AI-assisted development tools when providing its services. Jannex transmits confidential information, personal data and non-public client and project code only to providers that contractually exclude the use of inputs and outputs for training their own or third-party models, that ensure appropriate technical and organisational measures and that meet the applicable data protection requirements, including those for transfers to third countries. This does not affect its responsibility for performance in accordance with the contract.
(7) Jannex may engage subcontractors to provide its services and remains responsible towards the Client for their work.
(1) Unless otherwise agreed in the quotation, the following services in particular are not part of the scope of services.
(2) The Client may commission these services separately. They are then described and remunerated in the quotation or in a maintenance and support contract.
(3) It is the Client's responsibility to review the legal admissibility of the content, processes and data processing operations it specifies.
(1) The services may depend on third-party software, programming interfaces, libraries, plugins, app stores, cloud services and open source components. Their availability, functionality, licence terms and prices are outside the control of Jannex.
(2) Changes, restrictions, price adjustments or the discontinuation of such services by their providers are not a defect for which Jannex is responsible. Any adjustments to the software required as a result must be commissioned separately and are remunerated on a time and materials basis. This does not apply where the impairment results from a selection or integration decision for which Jannex is responsible or where Jannex has expressly promised a particular availability.
(3) The review and approval processes of app stores and platform operators are outside the control of Jannex. Jannex does not owe approval or publication by a platform operator.
(4) Open source components are subject to the licence terms of the respective rights holders. Those terms take precedence over these GTC for the components concerned. The Client accepts them as part of its use. When handing over the work results, Jannex provides a list of the material open source components used and their licences in text form.
(5) The Client procures at its own expense the licences and subscriptions for third-party software required for operation or use, unless otherwise agreed.
(1) The Client provides all information, documents, content, data, access credentials, test data and contact persons required for the provision of services in good time, completely and in a suitable form.
(2) The Client names a contact person with decision-making authority and a deputy. Declarations made by these persons are binding for and against the Client.
(3) The Client is responsible for the legality of the content and data it provides and warrants that it holds the necessary rights. It indemnifies Jannex against third-party claims arising from a breach of this obligation, including reasonable legal defence costs.
(4) The Client keeps access credentials confidential and stores them securely. It sets up access for Jannex with the necessary rights and revokes it after the end of the contract.
(5) The Client's cooperation duties are contractual obligations and not mere incumbencies.
(6) If the Client fails to fulfil its duties to cooperate on time, agreed deadlines are postponed accordingly. The Client remunerates the resulting additional effort on a time and materials basis at the agreed rates.
(1) Interim results, staging and preview environments serve the Client's review. Go-live and deployments to production environments take place after approval by the Client.
(2) Approvals may be given in text form, in particular by email or through a project tool provided by Jannex.
(3) The Client examines the results provided without undue delay for functionality, completeness and suitability in its target environment, for its use case and for its security requirements. It reports defects without undue delay in text form with a comprehensible description.
(4) Where work results are owed, Jannex requests acceptance from the Client in text form after complete delivery and sets a deadline of 14 days for this purpose. Acceptance may be declared in text form. It is deemed granted if the Client does not report material defects in text form within this deadline. Productive use of the service by the Client is also deemed acceptance, provided that it is not test operation and no material defects are known.
(5) Immaterial defects do not entitle the Client to refuse acceptance. They are remedied as part of subsequent performance.
(6) If partial services or milestones are agreed, acceptance takes place separately for the respective part.
(1) Operating the software is not part of the development service unless otherwise agreed.
(2) If content or applications are operated on servers, the Client either provides the required infrastructure itself as agreed and grants Jannex the necessary access or Jannex procures the infrastructure in its own name. In the latter case, a separate maintenance contract governs which servers and services are covered and how they are remunerated.
(3) If Jannex procures infrastructure in its own name, Jannex remains the contracting party of the respective provider. The Client has no claim to the transfer of these contracts. After the end of the contract, Jannex supports the Client with the migration against remuneration on a time and materials basis.
(4) The Client bears the running costs arising from the use of the software. These include in particular costs for servers, cloud services, domains, certificates, licences, payment and shipping service providers as well as usage-based costs for AI services such as the consumption of credits or tokens.
(5) This also applies if the costs are initially billed through Jannex. In that case Jannex passes the costs on to the Client and may request a reasonable advance payment for them.
(6) Deviating arrangements such as flat rates or cost caps require an agreement in the quotation or in the maintenance contract. Without such an agreement, Jannex does not owe any limitation of consumption.
(7) Jannex informs the Client without undue delay in text form as soon as a significant deviation from the calculated running costs becomes apparent. If the parties have agreed a budget or a warning threshold, measures that trigger costs beyond it require the Client's prior approval.
(1) Maintenance, servicing, further development, security updates and backups are not included in the development contract. They are agreed in a separate maintenance or support contract that describes the scope and the remuneration.
(2) Without such a contract, operating and securing the software is the Client's responsibility. This includes in particular hardening the systems, applying security updates and patches, updating dependencies, monitoring, rights and role concepts and managing access.
(3) Service and response times apply only if expressly agreed in text form. Requests outside the agreed service hours may lead to extended response times. A response time describes the start of processing and is not a commitment to a resolution or restoration time.
(4) Without a separate agreement, the Client is responsible for creating, verifying and securely storing backups. It backs up its data at intervals appropriate to the risk of data loss, and at least before every change to production systems announced by Jannex.
(5) If Jannex becomes aware of a security event affecting the services provided to the Client, Jannex informs the Client without undue delay in text form, assesses the event appropriately and proposes measures. The Client decides on their implementation. Implementation is remunerated on a time and materials basis unless it is covered by a maintenance contract. No separate remuneration applies to the extent that the measure is required to remedy a defect or a breach of duty for which Jannex is responsible.
(6) The Client fulfils its own notification and information obligations, in particular under Articles 33 and 34 GDPR. Jannex supports the Client in doing so to the extent contractually agreed.
(1) The prices stated in the quotation apply. All prices are net prices excluding value added tax.
(2) Jannex applies the small business regulation under § 19 of the German VAT Act (UStG) and therefore does not show value added tax. If the requirements of § 19 UStG cease to apply, statutory value added tax is shown and charged in addition to the agreed price.
(3) Services on a time and materials basis are billed at the agreed hourly rates. Without an agreement, the Jannex price list valid at the time the contract is concluded applies. Effort is recorded in units of 15 minutes.
(4) Travel costs, expenses, third-party services and licence costs are charged separately unless otherwise agreed.
(5) Invoices are payable without deduction within 14 days of the invoice date. They are sent electronically by email.
(6) Jannex may request down payments and instalments in line with the progress of the work or according to agreed milestones.
(7) Work begins once an agreed down payment has been received and the necessary materials, access credentials and approvals are available in full.
(8) Flat fees and retainers are due in advance for the respective billing period. Unused quotas expire at the end of the billing period unless otherwise agreed.
(9) The Client may only offset against undisputed or legally established claims. It is entitled to a right of retention only for claims arising from the same contractual relationship.
(10) Jannex may adjust the prices for ongoing services for the first time twelve months after the start of the contract, to the extent that the personnel, licence, hosting or other third-party costs relevant to providing the services have changed. The adjustment may not exceed the extent of the cost change that has occurred. Cost reductions are taken into account accordingly. Jannex explains the reasons for the adjustment to the Client in a comprehensible manner and announces it in text form with six weeks' notice to the end of a billing period. The Client may terminate the affected contract in text form with effect from the date the adjustment takes effect.
(1) In the event of late payment, the statutory default interest under § 288 (2) BGB and the lump sum under § 288 (5) BGB apply. Jannex reserves the right to claim further damages.
(2) If the Client is in default with a due payment of a not insignificant amount, Jannex may, after a reminder and the unsuccessful expiry of a reasonable additional period of at least ten days, suspend the affected service and withhold the related work results, access credentials, deployments and access to systems operated by Jannex until payment has been made. Minor outstanding amounts and claims that are legitimately disputed are disregarded.
(3) The suspension is limited to the services connected with the outstanding claim. Terms and notice periods remain unaffected. The Client's obligation to pay continues during the period of suspension to the extent that the Client is responsible for the default.
(4) If the Client is in default with the payment of three consecutive instalments or retainers, Jannex is entitled to terminate the affected contract for cause. Deviating provisions in the quotation take precedence.
(5) Until the remuneration owed has been paid in full, Jannex retains title to delivered items and the rights to the work results. The rights of use under § 13 pass only upon full payment. Any use granted before then is revocable.
(1) Dates and deadlines are binding only if they have been expressly agreed as binding in text form. Otherwise they are non-binding planning information.
(2) Binding deadlines presuppose the Client's timely and complete cooperation. If cooperation is delayed, the deadlines are postponed by the period of the delay plus a reasonable restart period based on the project schedule of Jannex.
(3) If the Client fails to fulfil its duties to cooperate despite being granted a reasonable deadline, Jannex may interrupt the project, invoice the work completed to date and deliver the interim results. The Client bears the additional effort and the costs of the interruption.
(4) Events of force majeure for which Jannex is not responsible release it from the affected performance obligations for their duration. These include in particular natural events, war, terrorism, epidemics and pandemics, official measures, strikes and lockouts, power and network failures, large-scale internet disruptions, outages of cloud, hosting and platform services, cyberattacks on third parties and unforeseeable failures of upstream suppliers.
(5) Deadlines are extended by the duration of the disruption plus a reasonable restart period. Jannex informs the Client without undue delay about the start and end of the disruption.
(6) If the disruption lasts longer than two months, either party may terminate the affected contract in text form. Services already rendered are invoiced.
(7) Disruptions, outages and changes to third-party systems, networks and platforms are not defects for which Jannex is responsible. This does not apply where the impairment results from a selection or integration decision for which Jannex is responsible or where Jannex has expressly promised a particular availability.
(1) Upon full payment of the agreed remuneration, Jannex grants the Client an exclusive, transferable and sublicensable right of use, unlimited in time, territory and content and covering all known types of use, to the software developed individually for the Client and to the associated source code. The right includes modification and further development. The source code is handed over to the Client.
(2) Before full payment, the Client receives a simple, revocable right to use the work results for testing and acceptance purposes.
(3) Excluded from paragraph 1 are standard components, libraries, frameworks, tools and reusable building blocks that Jannex developed before or independently of the project or uses generally, as well as open source components and third-party software. For these, the Client receives a simple right of use, unlimited in time and territory, within the scope of using the work results. The respective licence terms additionally apply to open source components and third-party software.
(4) Jannex remains entitled to freely use the general know-how acquired during the project as well as ideas, concepts, methods and techniques, provided that no confidential information of the Client is disclosed.
(5) Jannex owes the handover of project files, design source files, build pipelines, infrastructure scripts and documentation only if this has been contractually agreed. The scope of documentation and handover follows from the quotation.
(6) Jannex may name the Client with its name and logo as a reference and describe the project in general terms once the Client has consented in text form. Consent may already be given in the quotation and may be revoked with effect for the future.
(7) Jannex ensures that the employees and subcontractors involved in providing the services effectively grant Jannex the rights required for the grant of rights under paragraph 1.
(1) Development contracts end upon complete provision and acceptance of the agreed services.
(2) Maintenance, support and retainer contracts are concluded for the term agreed in the quotation. Without such an agreement, the term is twelve months. It is extended by a further twelve months each time unless terminated in text form with three months' notice to the end of the term.
(3) The right to terminate for cause remains unaffected. For Jannex, good cause exists in particular in the event of late payment under § 11 (4) and a persistent breach of the duties to cooperate.
(4) Terminations require text form.
(5) If the Client terminates a development contract for a reason for which Jannex is not responsible, the claim to remuneration under § 648 BGB remains in place, less expenses saved.
(6) After the end of the contract, Jannex provides the data, work results and access credentials within its area of responsibility within 30 days at the Client's request. The handover is documented in text form. Jannex deletes the data no earlier than 30 days after the documented handover and otherwise no earlier than 30 days after a separate reminder in text form. Statutory retention obligations remain unaffected. Any further support with the migration is remunerated on a time and materials basis.
(1) A defect exists if the service deviates from the agreed specification to a not insignificant extent.
(2) The Client reports defects without undue delay in text form. The report contains a description that allows the defect to be reproduced, in particular the steps to reproduce it, the environment used and the time of occurrence.
(3) Jannex provides subsequent performance by rectification or new production at its own choice. A workaround is permissible if it does not unreasonably impair use.
(4) Deviations caused by changes to the software by the Client or third parties, improper use, omitted maintenance, changes to the operating environment, disruptions or changes to third-party systems, or by the Client's requirements, content and data are not defects.
(5) The limitation period for claims for defects is twelve months. For work results it begins upon acceptance, and for other services delivered upon handover or provision. Excluded from this are claims based on intent, gross negligence and fraudulent concealment of a defect, claims for injury to life, body or health, and cases in which the law mandates longer periods.
(1) Jannex is liable without limitation in cases of intent and gross negligence, for injury to life, body or health, for fraudulent concealment of a defect, within the scope of an expressly assumed guarantee and under the German Product Liability Act.
(2) In cases of ordinary negligence, Jannex is liable only for the breach of a material contractual obligation whose fulfilment makes the proper performance of the contract possible in the first place and on whose observance the Client may regularly rely. In such cases liability is limited to the foreseeable damage typical for this type of contract.
(3) Liability is otherwise excluded. This applies in particular to lost profits, savings not realised, loss of production, damage to reputation and indirect damage, unless such damage is recoverable under paragraph 2 as foreseeable damage typical for this type of contract.
(4) Liability for ordinary negligence is limited in amount. For development projects and other one-off services, liability is limited to the net remuneration agreed for the affected contract. For continuing obligations, it is limited to the net remuneration owed in the twelve months preceding the event causing the damage. If the continuing obligation has been in place for less than twelve months at that time, the agreed net remuneration extrapolated to twelve months takes its place. Several instances of damage based on the same breach of duty or on connected breaches of duty count as one case of damage. Total liability for ordinary negligence per contract year is limited to the maximum liability amount applicable to a single case of damage under the preceding sentences.
(5) In cases of ordinary negligence, Jannex is liable for the loss of data only up to the effort that would have been required for restoration had the Client carried out proper and regular data backups.
(6) Jannex is not liable for damage resulting from security vulnerabilities to the extent that the vulnerability only became known after the service was provided or that the damage results from the Client failing to fulfil maintenance, update or operating obligations it owes. Liability for development errors and for the breach of agreed security requirements is governed by paragraphs 1 to 4. The security of software is not a permanent property. It requires ongoing maintenance, which is owed only under a maintenance contract.
(7) Jannex owes the professional provision of the agreed service and not the achievement of a commercial result. Commercial metrics such as revenue, reach, rankings, conversion or closing rates are not warranted.
(8) § 254 BGB remains unaffected. In particular, delayed approvals, the late provision of content, data and access credentials, omitted testing and omitted defect reports by the Client are taken into account. Jannex is not responsible for delays originating in the Client's area of responsibility.
(9) The limitations of liability also apply to the personal liability of the employees, agents, vicarious agents and subcontractors of Jannex.
(1) Jannex processes the Client's personal data for the establishment, performance and settlement of the contract in accordance with the applicable data protection rules. Details are set out in the Jannex privacy policy.
(2) If Jannex processes personal data on behalf of the Client, for example during operation, maintenance, support or access to production systems, the parties conclude a data processing agreement pursuant to Article 28 GDPR before processing begins.
(3) The Client is the controller within the meaning of Article 4 (7) GDPR for the data processed in the software. It reviews the admissibility of the processing, determines the legal bases and fulfils the information obligations and data subject rights.
(4) For development and test environments, the Client provides anonymised or pseudonymised data wherever possible. If it provides live data, it is responsible for the admissibility of doing so.
(5) The use of sub-processors, in particular hosting and cloud providers, is governed by the data processing agreement.
(6) If the software developed for the Client uses tracking, analytics or marketing tools, the Client is responsible for the legal basis, the necessary consents and the information provided to users. Jannex sets up such tools according to the Client's instructions.
(1) Both parties treat the other party's confidential information as confidential and use it only for the purposes of the contract. Confidential information includes in particular trade secrets within the meaning of the German Trade Secrets Act, source code, concepts, calculations, prices, access credentials and customer data.
(2) The obligation does not apply to information that is publicly known, was developed independently, was lawfully obtained from third parties or must be disclosed due to a statutory or official obligation. In the latter case, the disclosing party informs the other party in advance where this is permitted.
(3) Confidential information may be passed on to employees and subcontractors to the extent necessary for the performance of the contract and provided they are bound to confidentiality accordingly.
(4) The confidentiality obligation applies for the term of the contract and for three years beyond its end.
(5) During the term of the contract and for twelve months thereafter, the parties do not actively solicit employees of the other party who are involved in providing the services. Active solicitation means approaching an individual with the aim of bringing about a change of employer. General job advertisements, unsolicited applications and applications in response to such advertisements remain permissible.
(1) The law of the Federal Republic of Germany applies, excluding the UN Convention on Contracts for the International Sale of Goods.
(2) The place of performance is the registered office of Jannex.
(3) The exclusive place of jurisdiction for all disputes arising from or in connection with the contract is the registered office of Jannex, provided the Client is a merchant, a legal entity under public law or a special fund under public law. Jannex is also entitled to bring an action at the Client's general place of jurisdiction.
(4) The Client may transfer rights and obligations under the contract to third parties only with the prior consent of Jannex in text form. § 354a of the German Commercial Code remains unaffected.
(5) In the case of continuing obligations, Jannex may amend these GTC where there is an objective reason for doing so, in particular a change in the law, in supreme court case law or in official requirements, or a necessary technical or organisational adjustment. The agreed scope of services, the remuneration and the provisions on liability are excluded from such an amendment. The amendment may not materially shift the contractual balance to the Client's disadvantage and must be reasonable for the Client taking into account the interests of both parties. Jannex notifies the Client of the amendment in text form at least six weeks before it takes effect and points out the significance of remaining silent. If the Client does not object in text form before the amendment takes effect, the amended terms are deemed accepted. If the Client objects, the contract continues on the previous terms. The contractual and statutory rights of termination remain unaffected.
(6) Should a provision of these GTC be or become invalid, the validity of the remaining provisions remains unaffected. The statutory provision takes the place of the invalid provision.
(7) The contract language is German. In the event of discrepancies between the German version of these GTC and a translation, the German version prevails.
Last updated: 5 September 2026