Terms and Conditions

Valid as of February 2026

Provider

Smicolon GmbH

Karl-Kessler-Str 1, 85551 Kirchheim b. München, Germany

Managing Director: Mohamed Hussein

HRB: 282790 (Amtsgericht München)

VAT ID: DE353814199

Email: info@smicolon.com

Website: smicolon.com

1. General / Scope of Application

These Terms and Conditions ("Terms") govern the provision of Software Development as a Service (SDaaS) and IT consulting services ("Services") by Smicolon GmbH ("Provider," "Company," or "we") to clients ("Client," "You," or "Customer"). These Terms apply to all service engagements unless explicitly superseded by a written contract signed by both parties. By engaging our services, you accept these Terms in their entirety.

2. Definitions

SDaaS (Software Development as a Service): A service model wherein the Client receives dedicated software development hours on a monthly subscription basis.
Services: The IT consulting and software development work provided by the Company to the Client, delivered remotely and digitally.
Client: The entity or individual engaged with the Company for the provision of Services.
Contract Term: The period agreed upon in writing during which the Client subscribes to the Services.

3. Services and Scope

The Company provides IT consulting and SDaaS offerings, including but not limited to:

Custom software development
Technical consulting and architecture design
Code maintenance and optimization
IT infrastructure assessment and recommendations

Services are delivered digitally and remotely. The Company does not provide physical products. The specific scope of work shall be detailed in the applicable Statement of Work (SOW) or service agreement.

4. Contract Formation

A binding contract is formed when:

Both parties sign a written Statement of Work or service agreement, or
The Client pays the first invoice and commences using the Services, thereby accepting these Terms, or
The parties execute a formal written agreement explicitly referencing these Terms.

In case of conflict between these Terms and a specific SOW, the SOW shall prevail to the extent of the inconsistency.

5. Service Delivery

Services are provided remotely via digital channels (email, video conferencing, collaborative tools, code repositories, etc.). The Company will make commercially reasonable efforts to provide Services according to the agreed timeline and scope. However, the Company does not guarantee specific delivery dates for development milestones unless explicitly stated in a separate written agreement.

The Client is responsible for providing timely feedback, requirements clarification, and necessary access to systems or information required to perform the Services.

6. Fees and Payment Terms

The Client shall pay a fixed monthly fee for the agreed number of development hours, as specified in the applicable SOW or invoice. Fees are non-refundable once Services have been delivered, regardless of the Client's satisfaction with the quality or outcome of such Services.

Payment Terms:

Invoices are issued monthly in advance or upon completion of the billing period, as agreed.
Payment is due within 30 days of invoice date unless otherwise agreed in writing.
Accepted payment methods include bank transfer and other methods agreed upon in writing.
Late payment may result in a 0.5% monthly interest charge or suspension of Services.
Unused contracted hours do not carry over to subsequent months and do not generate credits or refunds.

7. Client Obligations

The Client shall:

Provide clear, accurate requirements and specifications for the Services
Supply timely feedback and approvals on deliverables
Ensure all necessary credentials, access, and information are provided promptly
Pay invoices on time in accordance with the agreed payment terms
Comply with all applicable laws and regulations in their jurisdiction

The Company reserves the right to suspend Services if the Client fails to meet these obligations.

8. Intellectual Property

All work product, code, deliverables, and intellectual property created specifically for the Client during the engagement shall become the exclusive property of the Client upon full payment of associated invoices.

The Company retains ownership of:

Pre-existing tools, frameworks, methodologies, and templates developed by the Company
General knowledge and experience gained during the engagement
Third-party software, libraries, and open-source components

The Client agrees to comply with all applicable open-source licenses and third-party terms in their use of deliverables.

9. Confidentiality

Both parties agree to maintain the confidentiality of any proprietary information, trade secrets, or sensitive data shared during the engagement. Confidential information shall not be disclosed to third parties without prior written consent, except as required by law.

The Company may use general descriptions of the engagement (without revealing confidential details) for portfolio, marketing, or case study purposes unless the Client opts out in writing.

10. Liability and Warranty

Disclaimer of Warranties:

The Services are provided on an "AS IS" and "AS AVAILABLE" basis without warranties of any kind, either express or implied. The Company disclaims all warranties, including but not limited to merchantability, fitness for a particular purpose, and non-infringement.

Limitation of Liability:

Except as required by mandatory law, the Company's total liability for any claims arising out of this engagement shall not exceed the fees paid by the Client in the 12 months preceding the claim.

In no event shall the Company be liable for indirect, incidental, special, consequential, or punitive damages, including lost profits or business interruption.

11. Term and Termination

The Contract Term is established in the applicable SOW or service agreement and begins on the Start Date specified therein.

Termination for Cause:

Either party may terminate the engagement immediately upon written notice if the other party materially breaches these Terms and fails to cure such breach within 30 days of notification.

Effect of Termination:

Upon termination, the Client shall pay all outstanding invoices immediately. The Company will cease providing Services and shall return or destroy confidential Client information as requested.

12. Data Protection

The Company is committed to protecting personal data in accordance with the General Data Protection Regulation (GDPR) and other applicable data protection laws. Details on how personal data is collected, processed, and protected are set forth in the Company's Privacy Policy, available at www.smicolon.com.

The Client is responsible for obtaining all necessary consents from end-users before sharing their personal data with the Company.

13. Cancellation

No Early Cancellation:

The Client may not cancel the agreed service contract before the end of the Contract Term without cause. Contracts automatically renew on the same terms unless either party provides written notice of non-renewal at least 30 days before the end of the current term.

14. Amendments

The Company reserves the right to modify these Terms at any time. Significant changes will be communicated to the Client in writing at least 30 days in advance. Continued use of Services following such notification constitutes acceptance of the modified Terms. If the Client does not accept the modifications, they may terminate the engagement with 30 days' written notice.

15. Severability

If any provision of these Terms is found to be invalid or unenforceable by a court of competent jurisdiction, such provision shall be modified to the minimum extent necessary to make it valid, or if such modification is not possible, such provision shall be severed. The remaining provisions shall continue in full force and effect.

16. Governing Law and Jurisdiction

These Terms and any dispute arising out of or relating to the Services shall be governed by and construed in accordance with the laws of the Federal Republic of Germany, without regard to its conflicts of law principles.

Exclusive Jurisdiction:

Both parties consent to the exclusive jurisdiction of the courts of Munich (Landgericht München), Germany. This choice of jurisdiction shall not prevent either party from seeking preliminary injunctive relief in any court of competent jurisdiction.

17. Contact Information

For questions regarding these Terms or to contact the Company: