General Terms and Conditions (GTC)
Alexander Jost Solutions – a division of Recaster Software GmbH
Status: December 2025
I. General Part – Scope and Fundamentals
§ 1 Scope and Subject Matter
(1) These General Terms and Conditions (hereinafter "GTC") apply to all current and future business relationships between Recaster Software GmbH, trading under the business name "Alexander Jost Solutions" (hereinafter "Provider"), and its clients (hereinafter "Customer").
(2) The offer is aimed exclusively at entrepreneurs within the meaning of § 14 BGB (German Civil Code), legal entities under public law or special funds under public law. Conclusion of a contract with consumers within the meaning of § 13 BGB is excluded.
(3) These GTC apply in modules. The General Regulations (Part I and VII) apply to all contracts. Depending on the agreed service, the Special Regulations apply additionally for:
• Software development and work services (Part II)
• Services, consulting and training (Part III)
• Provision of standard software and hardware purchase (Part IV)
• SaaS, Cloud and Hosting (Part V)
• Maintenance and Support (Part VI)
(4) Conflicting, deviating or supplementary terms and conditions of the Customer shall not become part of the contract even if known, unless their validity is expressly agreed to in writing. The unconditional provision of services by the Provider does not constitute consent to the Customer's terms and conditions.
§ 2 Conclusion of Contract, Offers and Scope of Services
(1) The Provider's offers are subject to confirmation and non-binding, unless they are expressly marked as binding or contain a specific acceptance period. Technical changes as well as changes in form, color and/or weight remain reserved within reasonable limits.
(2) A contract is only concluded by the written or text form order confirmation of the Provider or by the commencement of service provision. Verbal side agreements do not exist.
(3) The scope of services is determined conclusively from the Provider's written service description (e.g., in the offer, specifications or individual contract). Public statements, promotions or advertising do not constitute a contractual description of the quality of the service.
(4) The Customer does not receive guarantees in the legal sense from the Provider, unless these are expressly designated as such (e.g., "Guarantee for availability").
§ 3 Remuneration, Ancillary Costs and Payment Terms
(1) Unless a fixed price has been agreed, remuneration is based on time and material at the hourly rates and price lists of the Provider valid at the time of conclusion of the contract. All prices are in Euro plus the applicable statutory value-added tax.
(2) Travel times, travel costs and expenses are to be remunerated separately unless otherwise agreed. Travel time counts as working time.
(3) Invoices are due for payment immediately upon receipt without deduction. The Customer is in default at the latest 14 days after the due date and receipt of the invoice. During default, the money debt shall bear interest at the statutory default interest rate for entrepreneurs (currently 9 percentage points above the base interest rate). The assertion of higher default damages remains reserved.
(4) The Provider is entitled to demand appropriate installment payments or advances, especially for projects with a duration of more than one month or an order value of over 5,000.00 EUR.
(5) The Customer may only exercise a right of retention if his counterclaim is based on the same contractual relationship. Set-off is only permissible with legally established or undisputed claims.
§ 4 Dates, Deadlines and Impediments to Performance
(1) Delivery and performance dates are only binding if they have been expressly confirmed in writing by the Provider as fixed ("Fixed Deal"). Otherwise, they are approximate dates.
(2) Deadlines are automatically extended by the period during which the Provider is prevented from providing the service by circumstances for which he is not responsible. This includes in particular force majeure, labor disputes, unrest, official measures, failure of upstream suppliers and the lack of cooperative services by the Customer.
(3) If the Provider is in default, the Customer may only withdraw from the contract or demand damages after the fruitless expiry of a reasonable grace period, which must be at least two weeks, provided that the legal requirements are met.
§ 5 Customer's Duties to Cooperate (Escalation Clause)
(1) The Customer names a knowledgeable project manager who acts as the central contact person for the Provider and has decision-making authority.
(2) The Customer is obliged to provide all information, access (Remote, VPN), test data and infrastructures necessary for the provision of services free of charge, in a timely manner and completely. Test data must be anonymized unless otherwise agreed.
(3) The Customer ensures that the Customer's own hardware and software on which the Provider's services are based is properly licensed and meets the technical minimum requirements.
(4) If the Customer does not comply with his duties to cooperate, agreed dates are automatically postponed by the period of the delay plus a reasonable restart time. The Provider is entitled to invoice the additional effort caused by the delay (e.g., waiting times of employees) at the applicable hourly rates. After the fruitless expiry of a deadline set for catching up on the cooperation, the Provider is entitled to terminate the contract.
II. Special Regulations for Software Development (Custom Software)
§ 6 Procedure, Change Requests and Agility
(1) If development according to agile methods (e.g., Scrum, Kanban) is agreed, the service description at the start of the contract merely represents the initial goal. The exact requirements are defined iteratively in sprints.
(2) Priority of Sprint Planning: The goals and measure packages defined in the respective sprints concretize the subject matter of the service bindingly. These detailed definitions take precedence over any originally roughly outlined milestone planning or general project description.
(3) Remuneration security upon termination: Each completed sprint and the measure packages contained therein represent a remunerable partial progress of the total work. If the Customer terminates the project prematurely or cancels it (e.g., after reaching certain milestones), the Provider is entitled to full remuneration for all services provided up to that point as well as the sprint measures already begun.
(4) If the Customer wishes changes to the agreed scope of services (Change Requests) in fixed-price projects or classic development (Waterfall), he must communicate these in writing. The Provider checks the feasibility and the effects on costs and dates. Until an agreement is reached on the adjustment of remuneration and dates, the Provider continues the work on the basis of the original contract, unless this is unreasonable. The examination of the Change Request is subject to remuneration.
§ 7 Acceptance of Work Services
(1) After completion of the service or delimitable partial services, the Provider declares readiness for acceptance.
(2) The Customer is obliged to inspect the work within 10 working days (acceptance test).
(3) Acceptance is deemed to have been granted if: a) the Customer declares acceptance in writing or in text form, b) the Customer uses the software operatively in real operation (Go-Live), c) the Customer does not report any defects of error class 1 (operation-preventing defects) within the inspection period, d) the Customer refuses acceptance without justified reason, or e) Implied acceptance in the agile process: The Customer confirms the willingness to continue the project by releasing the measure packages or goals of a subsequent sprint (explicitly or implicitly through further cooperation). This release counts as positive acceptance of the completed measure packages of the previous sprint and triggers a corresponding remuneration claim against the Customer.
(4) Defects must be described in detail and reproducibly in a defect protocol. Insignificant defects do not entitle to refusal of acceptance, but are to be remedied within the scope of the warranty.
§ 8 Rights of Use for Custom Software
(1) Upon full payment of the agreed remuneration, the Provider grants the Customer the simple, non-exclusive, temporally and spatially unlimited right to use the created software for own internal company purposes.
(2) A transfer of rights for exclusive use (exclusive rights) or for processing and sublicensing requires a separate written agreement and remuneration.
(3) Reservation of reuse: The Provider remains entitled to reuse code blocks, libraries, algorithms and development tools that were created or introduced within the scope of the project (e.g., "Recaster Core") for other projects and customers, provided that no customer-specific trade secrets are disclosed.
(4) For Open Source Software integrated into the custom software, the license terms of the respective Open Source license apply primarily.
§ 9 Warranty for Work Services
(1) The limitation period for defect claims is 12 months from acceptance.
(2) Defect claims do not exist in the case of only insignificant deviation from the agreed quality or only insignificant impairment of usability.
(3) If improper changes are made to the software by the Customer or third parties, the warranty claim expires unless the Customer proves that the defect is not due to these changes.
(4) The Provider provides warranty by supplementary performance (at the Provider's option by eliminating the defect or new production). If supplementary performance fails at least twice, the Customer may reduce the price or withdraw from the contract.
III. Special Regulations for Services, Consulting and Training
§ 10 Type of Service (Service Contract)
(1) Consulting services, IT coaching, project management, UI/UX design and support constitute services according to §§ 611 ff. BGB.
(2) The Provider owes the mere action and support of the Customer, but not the achievement of a specific economic or technical success.
(3) The Customer bears the responsibility for project and success control, unless the Provider has explicitly taken over the overall project management.
§ 11 Training, Workshops and Webinars
(1) Contents and procedure of training courses result from the respective description. The Provider reserves the right to minor changes in content as long as these do not jeopardize the learning objective.
(2) Cancellation by the Customer: a) Up to 14 days before the appointment: free of charge. b) Up to 7 days before the appointment: 50% of the remuneration. c) Less than 7 days before the appointment: 100% of the remuneration.
(3) The Provider is entitled to cancel training courses for good cause (e.g., illness of the lecturer). In this case, an alternative date will be offered; further claims (e.g., travel costs of the Customer) are excluded.
IV. Special Regulations for Hardware Purchase and Standard Software
§ 12 Retention of Title (Extended)
(1) The Provider retains ownership of delivered hardware and physical data carriers until full settlement of all claims from the ongoing business relationship (current account reservation).
(2) The Customer is entitled to resell the reserved goods in the ordinary course of business; however, he already now assigns to the Provider all claims in the amount of the final invoice amount that accrue to him from the resale.
(3) In the event of seizures or other interventions by third parties, the Customer must notify the Provider immediately in writing.
§ 13 Warranty for Purchase
(1) The Customer's warranty rights presuppose that he has properly complied with his inspection and complaint obligations owed under § 377 HGB (immediate inspection after delivery).
(2) The warranty period is 12 months from delivery.
(3) When selling standard software of third parties (reselling), the license conditions (EULA) and warranty provisions of the manufacturer apply primarily. In the event of a warranty claim, the Provider assigns his own claims against the manufacturer to the Customer. Further claims against the Provider only exist if enforcement against the manufacturer fails.
V. Special Regulations for SaaS, Cloud and Hosting
§ 14 Provision and Availability
(1) The Provider provides the Customer with the agreed software applications or storage spaces on a central server infrastructure for use via the Internet (SaaS/Hosting).
(2) The handover point for the services is the router output of the data center. The Customer is responsible for the Internet connection.
(3) The Provider guarantees an availability of the services of 98.5% on an annual average, unless otherwise agreed in the SLA. Excluded from this are necessary maintenance windows as well as failures due to force majeure or disturbances that are not within the Provider's sphere of influence (e.g., DDoS attacks).
§ 15 Customer's Obligations for SaaS/Hosting
(1) The Customer undertakes not to store any content on the provided storage space that is illegal, violates laws or contradicts official requirements.
(2) The Customer indemnifies the Provider against any claims by third parties based on illegal use of the services by the Customer or his users.
(3) In the event of serious violations or justified suspicion of a risk of misuse, the Provider is entitled to temporarily block access to the services.
§ 16 Term and Termination of Continuing Obligations
(1) SaaS and hosting contracts are concluded for an indefinite period unless otherwise agreed.
(2) They can be terminated by both parties with a notice period of 3 months to the end of a calendar year, but at the earliest at the end of any agreed minimum contract term.
(3) The right to extraordinary termination for good cause remains unaffected. A good cause exists for the Provider in particular if the Customer is in default with the payment of the remuneration for two consecutive months.
VI. Special Regulations for Maintenance and Support
§ 17 Scope of Maintenance Services
(1) Maintenance services (updates, patches) and support (hotline, ticket system) are only provided if a corresponding maintenance contract has been concluded.
(2) Unless otherwise agreed, maintenance includes maintaining the functionality of the software, but not further development or adaptation to new operating systems or third-party software.
(3) Response times are not recovery times. The Provider strives for the fastest possible elimination of disturbances, but does not owe success within a certain time, unless this is expressly agreed in a Service Level Agreement (SLA).
VII. Final Provisions and Liability (for all parts)
§ 18 Liability for Damages
(1) Exclusion of liability: The Provider's liability for damages, regardless of the legal ground (e.g., from impossibility, default, defective or incorrect delivery, breach of contract or tort), is excluded unless otherwise specified below.
(2) Limited liability for cardinal obligations: In case of slight negligence, the Provider is only liable if an obligation is violated whose fulfillment is of particular importance for the achievement of the contract purpose (cardinal obligation). In this case, liability is limited to the typical, foreseeable damage.
(3) Liability cap: In the case of liability for slight negligence according to para. 2, liability per damage event is limited to the order value, in the case of ongoing remuneration to the annual remuneration, but to a maximum of 50,000.00 EUR. In the event that the typical, contract-specific scope of damage is higher in individual cases and this was recognizable to the parties at the time of conclusion of the contract, the parties agree on an appropriate, deviating liability cap in the respective individual contract. The total annual maximum limit is – subject to such a deviating agreement – 100,000.00 EUR.
(4) Data loss: Liability for data loss is limited to the typical recovery effort that would have occurred with regular and danger-appropriate creation of backup copies (backups) by the Customer. If the Customer has outsourced data backup to the Provider based on an express agreement, this limitation only applies to cases in which the data loss would have been unavoidable despite proper fulfillment of the assumed backup obligations by the Provider.
(5) Exclusion of no-fault liability: The no-fault liability of the Provider for defects already existing at the time of conclusion of the contract according to § 536a para. 1 alt. 1 BGB is excluded.
(6) Priority of statutory liability: The above exclusions and limitations of liability (para. 1 to 5) do not apply to damages resulting from injury to life, body or health, in case of intent or gross negligence, in case of fraud, in case of assumption of a guarantee or in case of claims under the Product Liability Act. In these cases, the Provider is liable without limitation according to the statutory provisions.
§ 19 Confidentiality and Data Protection
(1) The parties undertake to treat all business and trade secrets of the other party that become known to them before or during the execution of the contract as confidential even after the end of the contract.
(2) If the Provider processes personal data on behalf of the Customer, the parties conclude a separate agreement on data processing (DPA) according to Art. 28 GDPR.
§ 20 Reference Naming
The Provider is entitled to name the Customer as a reference on its own website and in presentation documents, stating the company name and using the company logo, unless the Customer expressly objects to this for good cause.
§ 21 Choice of Law, Place of Jurisdiction and Severability Clause
(1) For these GTC and the contractual relationship between the parties, the law of the Federal Republic of Germany applies, excluding the UN Sales Convention (CISG).
(2) Exclusive place of jurisdiction for all disputes arising from this contract is the Provider's place of business. However, the Provider is also entitled to sue the Customer at his general place of jurisdiction.
(3) Should individual provisions of this contract be or become invalid or contain a gap, the remaining provisions shall remain unaffected. The parties undertake to agree on a legally permissible regulation instead of the invalid regulation that comes closest to the economic purpose of the invalid regulation.
Governing Language
The German version of these conditions is the only legally binding one (https://www.alexanderjost.com/de/terms). Translations into other languages serve only for information and are not binding in case of contradictions.