1. The copyright to the source code remains with Sailrs, which undertakes to keep it safe. Sailrs has the right to use it for further projects, provided that these are not in direct competition with the client.
2. With the final acceptance and the last payment, Sailrs grants you a non-exclusive, unlimited and irrevocable right to use the source code. This right of use applies to all known types of use, including editing.
3. The transfer of the right of use to third parties requires the consent of Sailrs. This also applies to the reproduction, publication or modification of the source code. If Sailrs suffers damage as a result of passing on to third parties, the reproduction or publication of the source code, you undertake to compensate us for this regardless of fault. This also applies if we have consented to this action.

2.1. General

1. If one of us terminates the contract, the agreement on the rights

2. to the completed source code applies accordingly to the unfinished source code. In this case, the right of use is not granted with the final acceptance and the last payment, but with the fulfillment of all remaining remuneration obligations.

3. In the event of ordinary termination by one party or extraordinary termination by you, you also receive the right to make the source code available to a third party commissioned to complete it and to change the source code yourself or through the third party for the purpose of completion. If the source code is published to a third party, it must be ensured that the third party neither uses the published source code for further projects nor publishes it themselves.

2.2. Ordinary right of termination

1. Each of us can terminate the contract at any time without further requirements and without giving reasons. The termination must be made in writing. The ordinary right of termination expires with the final acceptance.
2. If a party exercises its right to regular termination, the hours accrued for user stories that have already begun but have not yet been accepted must be paid. This does not apply if acceptance of the respective user story is already possible. In this case, the user story that has already begun must be accepted.
3. The provisions on the cost framework, payment terms and late payment apply accordingly to this payment obligation.

2.3. Extraordinary right of termination

1. Each party can terminate the contract in writing at any time due to an important reason. The important reason must be stated in the termination letter. An important reason exists in particular if you are in arrears with a payment obligation and do not meet this obligation within 14 days despite a renewed request for payment.
2. In the event of extraordinary termination by you, expenses for user stories that have already begun but have not yet been accepted are not to be reimbursed.
3. In the event of extraordinary termination by us, the hours already accrued for a user story that has already begun but not yet been accepted must be paid. If there is a dispute about this, in case of doubt the estimate stated in the offer for this user story must be paid.
4. This obligation to pay for user stories that have already begun but not yet been accepted is due immediately upon receipt of the extraordinary termination.
5. With regard to this payment claim, you will be in default of payment at the latest if you do not pay within 14 days of the due date. This does not apply if the service is not provided due to a circumstance for which you are not responsible. In this case, the 14-day period begins to run from the time at which the hindering circumstance ceases to exist.

1. We both undertake to use the other party's business and trade secrets that we learn about during the project exclusively for the provision of the service. This also applies to all other knowledge, information and documents that are handed over during the project. Any other use requires the prior written consent of the other contracting party. The parties must oblige the employees they employ accordingly.
2. The obligation of confidentiality also applies after the termination of the contractual relationship.
3. Both parties have the right to disclose the collaboration as such to third parties. The disclosure of the exact details requires the consent of the other party. Sailrs has the right to use this project as a reference project and to list you as a reference customer.
4. If the parties obtain personal data as part of the project, they are prohibited from processing, disclosing, making accessible or otherwise using it outside the purpose of this project. The rest is regulated by Section 5 of the Federal Data Protection Act. This obligation continues even after the collaboration has ended.

1. If a cause for which Sailrs is not responsible, including strikes, lockouts and force majeure, affects the adherence to deadlines, Sailrs can demand a reasonable postponement of deadlines and a reasonable extension of a sprint time. In particular, there is no breach of duty for the duration of the downtime.
2. If the cause is within your area of ​​responsibility and this increases our expenditure, this increased expenditure must be paid at full hourly wages. The total cost framework does not apply to this increased remuneration, nor is it included in the total cost framework.
3. Sailrs must inform you immediately of such hindrances and their expected duration. If the force majeure lasts for more than 3 months without interruption, this is an important reason for extraordinary termination.
4. These agreements apply accordingly, insofar as they can be applied in accordance with their meaning, to causes for which you are not responsible that affect your business operations.

1. Until final acceptance, defects will be handled in accordance with the agreements made during partial acceptance.
2. If defects exist or occur after final acceptance, Sailrs is entitled to remedy these defects by means of two subsequent performances. A reasonable deadline for compensation instead of performance can only be set after the second attempt at subsequent performance has failed (right to "third offer").
3. A deadline is not required if the second attempt at subsequent performance has also failed, Sailrs refuses one of the two attempts at subsequent performance or does not immediately begin the second after the first attempt at subsequent performance has failed, it is unreasonable for you to adhere to the contract or after the first attempt at subsequent performance has failed it is obvious that a second attempt at subsequent performance will be unsuccessful.
4. If the first attempt at subsequent performance fails, you have the right to reduce the price or, at your discretion, to withdraw from the contract.
5. Claims for defects and warranty claims expire within 12 months of acceptance. The period is suspended if you report a defect within this period.
6. The same period applies to other claims, regardless of their nature, against Sailrs.
7. In the event of intent or gross negligence on the part of Sailr, fraudulent conduct, personal injury or legal defects, the statutory limitation periods apply. The same applies to claims under the Product Liability Act.

1. In all cases of contractual and non-contractual liability for the fault of Sailrs, a legal representative or a vicarious agent, Sailrs will pay compensation exclusively in accordance with the following provisions:
2. In the event of injury to life, body or health or in the event of liability under the Product Liability Act, Sailrs is liable in accordance with the statutory provisions.
3. Sailrs is liable without limitation for other damages if these are based on fraudulent conduct or on an intentional or grossly negligent breach of duty by Sailrs, a legal representative or a vicarious agent.
4. Due to careless conduct, Sailrs is only liable for the breach of essential obligations (obligations whose breach endangers the achievement of the purpose of the contract) and for the breach of cardinal obligations (obligations whose fulfilment enables the proper execution of the contract in the first place), but in each case only for the foreseeable, contract-typical damage. Liability is limited to the order value.
5. Otherwise, Sailrs is not liable for slightly negligent conduct.

1. You undertake to test the software for usability before use and to report any obvious defects to us immediately and to take the necessary measures to avoid possible damage to you and third parties.
2. Errors that are noticed during operation (so-called hidden defects) must be reported to us immediately in writing. If there is a hidden defect, you undertake to take all necessary measures to avert possible damage to third parties as best as possible.

1. Sailrs guarantees that its services are free of intellectual property rights and similar claims of third parties and releases you from such claims internally.
2. If a third party claims against you that a service violates their rights, you must notify us immediately.
3. If our service violates intellectual property rights of third parties, Sailrs can, at its own discretion and at its own expense, either obtain the right to use the service for you or make the service free of intellectual property rights.
4. Sailrs is entitled to prohibit you from using the service in accordance with the above provisions if intellectual property claims are asserted against you.
5. Your claims for damages remain unaffected.