General Terms and Conditions of Business and Delivery (AGB)

The Aces IT-Solutions oHG
(hereinafter referred to as "ACES")

1. Scope of Application

1.1 These General Terms and Conditions apply to all contracts for the supply and performance of services by Aces IT-Solutions oHG, in particular IT services, consulting services, maintenance and support services, software and hardware deliveries, as well as other services.

1.2 These GTCs apply to entrepreneurs within the meaning of § 14 BGB. They apply to consumers within the meaning of § 13 BGB only to the extent that the respective regulations are legally permissible.

1.3 Deviating, contrary or supplementary general terms and conditions from the customer do not become part of the contract, even if ACES does not expressly object to them.

1.4 These GTCs also apply to future business relationships between ACES and the customer without the need for a new agreement.

2. Conclusion of Contract

2.1 Offers from ACES are non-binding and non-committal unless expressly stated otherwise.

2.2 A contract is only formed by written order confirmation from ACES or by the actual commencement of service delivery.

2.3 Oral side agreements, additions or changes require written confirmation by ACES.

3. Scope of Services

3.1 The scope of the services owed is derived from the respective contract, offer or service description.

3.2 ACES may make technical changes as long as they do not materially impair the agreed function of the service.

3.3 ACES may engage qualified third parties to fulfill its contractual obligations.

4. Prices and Payment Terms

4.1 All prices are understood net plus the applicable statutory VAT, unless otherwise expressly agreed.

4.2 Invoices, unless otherwise agreed, are due for payment immediately without deduction, no later than three (3) days from invoice date.

4.3 If the customer becomes delinquent in payment, ACES is entitled to demand statutory default interest.

4.4 The customer may only set off or withhold if its counterclaims are legally established, undisputed or recognized by ACES.

5. Delivery and Performance Times

5.1 Delivery and performance deadlines are non-binding unless expressly agreed as binding.

5.2 Events of force majeure or other circumstances not attributable to ACES reasonably extend delivery and performance deadlines.

5.3 ACES may provide partial deliveries and partial services and bill them separately according to the respective progress of service.

6. Customer Cooperation Obligations

6.1 The customer must provide all information, data, content and access required for service delivery in a timely manner.

6.2 The customer is responsible for regularly backing up its data unless otherwise expressly agreed in writing.

7. Warranty

7.1 Defects must be reported by the customer in writing immediately upon notice.

7.2 ACES may, at its discretion, provide remedy or replacement delivery.

7.3 Further warranty claims exist only within the framework of statutory provisions.

8. General Liability

8.1 ACES is liable without limitation for intent and gross negligence as well as for violations of life, body or health.

8.2 In cases of simple negligence, ACES is only liable for breaches of essential contractual obligations (cardinal duties). In this case liability is limited to the typical, foreseeable damage.

8.3 Liability for lost profit, missed savings, production outages, indirect damages and consequential damages is excluded where legally permissible.

8.4 The foregoing limitations on liability do not apply to consumers where they contravene mandatory legal provisions.

9. Liability for Self-Developed Software and Celarix (B2B)

9.1 This section applies exclusively to entrepreneurs within the meaning of § 14 BGB.

9.2 For software developed or distributed by ACES itself, in particular for the software platform Celarix, the following applies:

ACES is liable without limitation for intent and gross negligence as well as for violations of life, body or health.

9.3 In cases of simple negligence, ACES is only liable for breaches of essential contractual obligations. Liability is limited to the typical, foreseeable damage.

9.4 ACES’s liability for damages arising from the use of self-developed software is limited in amount to the remuneration paid by the customer for that software within the last 180 days (six months) before the occurrence of the damage.

9.5 Claims for defects in self-developed software lapse after 180 days from acceptance or productive use of the software.

9.6 Liability is excluded for lost profit, production outages, missed savings, indirect damages and consequential damages as well as for data loss unless the customer can prove that regular backups were performed.

9.7 ACES does not guarantee a specific economic outcome in software development, adaptation or configuration; it only guarantees contractual performance of the agreed services according to the state of the art.

9.8 Celarix is a modularly built software platform. Adaptation or configuration is based on requirements provided by the customer. ACES does not warrant that the software is suitable for a specific economic or organizational purpose of the customer.

10. Software Usage Rights

10.1 The customer receives a simple, non-transferable right to use software delivered by ACES unless otherwise agreed.

10.2 License and usage conditions of third-party software take precedence over these GTCs.

11. Reservation of Ownership

11.1 Delivered goods remain the property of ACES until full payment of all claims arising from the business relationship.

12. Data Protection

12.1 ACES processes personal data solely within the framework of applicable data protection regulations.

12.2 Where necessary, ACES and the customer enter into a separate agreement for data processing.

13. Final Provisions

13.1 The law of the Federal Republic of Germany applies excluding the UN Convention on Contracts for the International Sale of Goods.

13.2 The place of jurisdiction is, where legally permissible, Heilbronn, Baden-Württemberg.

13.3 If a provision of these GTCs is wholly or partially invalid or becomes invalid, the validity of the remaining provisions remains unaffected.

Ludwigsburg, 10. 02. 2026
Aces IT-Solutions oHG
Monreposstraße 57
71634 Ludwigsburg
Germany / Germany