Terms of Service

These Terms of Service govern all contracts between **SoftAM UG (haftungsbeschränkt)**, Mergenthalerallee 15-21, 65760 Eschborn, Germany (the "Service Provider") and the client for software development services, IT consulting, and related services.

Any deviating terms and conditions of the client are not accepted unless the Service Provider has expressly agreed to them in writing.

**2.1 Service Portfolio**

The Service Provider offers the following services:

• Software development and programming

• IT consulting and system design

• System integration and migration

• Software maintenance and support

• Training and knowledge transfer

**2.2 Service Specification**

The specific scope of services is defined in a separate project agreement or statement of work. Changes to the originally agreed scope of services require a written amendment.

**3.1 Offers and Acceptance**

Offers from the Service Provider are non-binding unless expressly designated as binding. The contract is concluded by written order confirmation or by commencement of service delivery.

**3.2 Written Form**

Contract amendments and additions require written form. This also applies to the waiver of the written form requirement.

**4.1 Prices**

All prices are net amounts plus applicable VAT. In case of changes to the statutory VAT rate, the Service Provider is entitled to adjust prices accordingly.

**4.2 Payment Terms**

• Invoices are due for payment within 14 days of invoice date without deduction

• For projects exceeding £10,000, milestone payments may be agreed

• Late payment interest of 8% above Bank of England base rate applies to overdue amounts

• The client bears all costs of debt collection in case of payment default

**5.1 Performance Warranty**

We warrant that services will be performed with reasonable skill and care in accordance with industry standards.

**5.2 Limitation of Liability**

Our liability is limited to direct damages and capped at the total contract value, except for:

• Death or personal injury caused by negligence

• Fraud or fraudulent misrepresentation

• Other cases where liability cannot be legally limited

**5.3 Intellectual Property**

We warrant that our work does not infringe third-party intellectual property rights. Custom developments become client property upon full payment.

**6.1 Regular Termination**

Both parties may terminate ongoing service contracts with 30 days' written notice.

**6.2 Termination for Cause**

Either party may terminate immediately for material breach that remains uncured after 14 days' written notice.

**6.3 Effects of Termination**

Upon termination, all deliverables completed to date become due for payment. Confidential information must be returned or destroyed.

**7.1 Applicable Law**

These terms are governed by English law, except where the client is based in Germany, in which case German law applies.

**7.2 Jurisdiction**

For business clients, the courts of London, England have exclusive jurisdiction, except where German law applies, in which case Frankfurt am Main courts have jurisdiction.

**7.3 Legal Contact**

For legal questions contact:

SoftAM UG (haftungsbeschränkt)

Email: legal@soft-am.de

These Terms were last updated on **September 28, 2025**.