1. Scope These GTC apply exclusively to entrepreneurs within the meaning of § 14 of the German Civil Code (BGB). Consumers within the meaning of § 13 BGB are not eligible to enter into contracts with Werk3D.
2. Subject Matter Werk3D provides:
- Development and deployment of CPQ and 3D configurator systems
- SaaS services
- Custom software development
- Consulting and implementation services
The specific scope of services is defined in the offer, contract, or order form.
3. Formation of Contract A contract is concluded upon written acceptance of an offer or signature of a proposal.
4. Customer Obligations to Cooperate The customer shall provide all required information, product data, and system access in a timely manner. Delays caused by the customer’s failure to cooperate shall not be attributable to Werk3D.
5. Remuneration The following fee structures may be agreed upon:
- Setup fees
- Project flat fees
- Monthly SaaS licence fees
Invoices are due within 14 days net. In the event of late payment, default interest shall be charged in accordance with § 288 BGB.
6. Rights of Use The customer receives a non-exclusive, non-transferable right to use the services. Sublicensing, redistribution, or reverse engineering is prohibited.
7. Warranty For SaaS services, no specific availability is guaranteed unless expressly agreed. Minor deviations do not constitute a defect. The warranty period is 12 months from the date the service is made available. Defects must be reported by the customer promptly, no later than 14 days after discovery, in writing. Failure to do so shall be deemed acceptance of the service as delivered.
8. Liability Werk3D is liable without limitation for intent and gross negligence. In cases of simple negligence, Werk3D is only liable for breaches of material contractual obligations, and only up to the foreseeable, typically occurring damage. Liability for lost profit, production downtime, data loss, or indirect damages is excluded. Total liability is capped at the remuneration paid in the respective contract year.
9. Confidentiality Both parties undertake to treat all confidential information received in the course of the collaboration — in particular technical, commercial, and business data — with strict confidentiality and not to disclose it to third parties. This obligation applies for the duration of the contract and for a period of 2 years following its termination.
10. Term and Termination SaaS contracts renew automatically for successive 12-month periods unless terminated in writing 3 months prior to expiry.
The right to extraordinary termination for good cause remains unaffected. Good cause exists in particular if a party materially breaches its contractual obligations and fails to remedy the breach within 14 days of a written notice of default (Abmahnung).
Following termination, the customer may request deletion of their data by e-mail to alex@morgunov.de. Deletion will be carried out within 30 days of receipt of the request. Absent an explicit deletion request, data will be automatically deleted 60 days after contract termination.
11. Data Protection and Data Processing Agreement Where Werk3D processes personal data on behalf of the customer in the course of service delivery, a separate data processing agreement (DPA) pursuant to Art. 28 GDPR will be concluded.
12. Governing Law and Jurisdiction These GTC are governed by German law, excluding the UN Convention on Contracts for the International Sale of Goods (CISG). Place of jurisdiction is Düsseldorf.