Terms and conditions

Section 1 Scope

These terms apply to contracts between ArmoSystems, Armen Hovsepyan, Keplerweg 4, 57413 Finnentrop (the "contractor") and the client. The contractor works for businesses within the meaning of § 14 of the German Civil Code. Deviating terms of the client do not become part of the contract, even where nobody objects to them explicitly.

Section 2 Services

The contractor takes on, singly or combined:

• analysis of processes in the company, including the calculation of what a finding costs per year,
• consulting on strategy, organisation and digitalisation,
• development of custom software,
• building the outward presence: website, Google listing, routes for enquiries.

What is owed in the individual case is set out in the quotation. Where the quotation deviates from these terms, the quotation prevails.

Analysis, consulting and strategy are services under § 611 of the German Civil Code. The contractor owes careful work and the agreed documents, not a particular commercial result. Where he develops custom software, the law on contracts for work under § 631 of the German Civil Code applies, together with section 7 of these terms.

The quotation states for each item whether it is provided as a service or as work owed to a result. Where the allocation is missing, the item counts as a service; custom software is always governed by the law on contracts for work.

Legal, tax and bookkeeping advice, ongoing IT operation, breakdown service and repairs, and acting as an external data protection officer are not part of the contract. Where a question touches those areas, the contractor says so and refers the client to the professional entitled to advise on it.

Contracts and accounts with third parties — hosting, domain, map listing or advertising account — run in the client's name and at the client's cost. The contractor sets them up on request and hands over the credentials.

The contractor may use third parties as vicarious agents. He is liable for their work as for his own.

The contractor implements the measures described in a report only where the parties agree that separately.

Section 3 Conclusion of contract and appointments

The contract comes into effect when the client accepts the quotation in text form or confirms an agreed appointment in text form. The client may move an agreed on-site appointment free of charge up to seven days beforehand. After that the contractor charges 30 % of the fee attributable to that appointment.

Section 4 Fees

The contractor bills by time at the hourly rate stated in the quotation, or at the fixed price agreed there. Under § 19 of the German VAT Act he charges no VAT and therefore shows none.

Travel within 45 minutes' drive of Finnentrop is included. Further travel, overnight stays and third-party licence costs are billed against receipts, after the client has approved them in text form.

For orders above €5,000 the contractor issues monthly interim invoices according to progress. Invoices fall due within 14 days of receipt, without deduction.

Section 5 Client's cooperation

On the agreed day the client provides access to the workplaces concerned and names the people who may give information. He supplies the data, access credentials and system information the contractor needs for the work.

Without that cooperation the contractor cannot carry out the work. An on-site appointment then counts as cancelled by the client, and the third sentence of section 3 applies. Delays caused by missing cooperation move agreed dates accordingly.

Section 6 Figures from analysis and reports

Where the contractor states in a report what a process costs per year, that figure is a calculation from measured times, quantities and the client's hourly rate. It describes potential found.

It is not a commitment that the client will save that amount. Whether savings occur, and how large they are, depends on decisions and measures of the client that lie outside the contractor's control.

The calculation is based on the hourly rate stated by the client. Where the client states none, the contractor applies a rate customary in the sector and marks it as such in the report. The report rests on the client's information and on what the contractor observed in the company on the agreed days.

The client checks the assumptions named in the report — times, quantities and hourly rate — within 14 days of handover and reports deviations in text form. After that the assumptions count as confirmed.

Undertaking for the digitalisation check. Where the report on the digitalisation check shows less than € 10,000 of potential found per year, the contractor charges no fee for that check. What counts is the sum of the findings stated in the report, calculated as set out in paragraphs 1 and 3. The undertaking applies once per client and only to the digitalisation check, not to follow-up orders.

The undertaking lapses where the client does not provide the cooperation under section 5, or gives incorrect or incomplete information, and the calculation cannot be made for that reason. Expenses under section 4 that the client released beforehand in text form remain payable in any case.

Section 7 Custom software

Before work begins the parties record in text form what the software is to do. Where the client changes those requirements later, the parties agree the additional effort and dates separately.

The client examines the delivered software within 14 days and declares acceptance in text form. Where he reports no defect within that period and uses the software productively, it counts as accepted. The contractor remedies defects by subsequent performance; the client's further rights arise once two attempts at remedy have failed.

On full payment the client receives an exclusive right of use, unlimited in time, territory and content, in the software created for him, including the source code. General building blocks, libraries and tools that the contractor already owned or developed independently remain with him; in those the client receives a simple, unlimited right of use for the delivered software. Where the contractor uses third-party or open-source components, he lists them together with their licence terms.

Operation, maintenance and further development after acceptance are not included. The parties conclude a separate contract for those.

Section 8 Confidentiality and data protection

The contractor treats all operational and business matters that come to his knowledge during the work as confidential, including after the contract ends. He hands reports and documents to the client alone. Who else gets to see them is the client's decision.

Where the contractor processes personal data on the client's behalf, the parties conclude a data processing agreement under Art. 28 GDPR beforehand.

The contractor names the client as a reference only with the client's prior consent in text form. Without consent he describes an assignment anonymously at most, by sector and size.

Section 9 Rights of use in reports and documents

The client may use, copy and pass on reports, analyses and strategy papers within his own company without restriction, including to his advisers, his tax adviser and his bank. Publication or transfer to third parties for advertising purposes requires the contractor's consent.

Section 10 Term and termination

An assignment without a fixed term ends once the contractor has delivered the agreed service. Ongoing consulting without a fixed end date may be terminated by either side in text form with four weeks' notice to the end of a month. The right to terminate for good cause remains unaffected. The contractor bills the services delivered up to termination.

Section 11 Liability

The contractor is liable without limitation for intent and gross negligence, and for injury to life, body and health. For slight negligence he is liable only for breach of material contractual obligations, limited to the foreseeable damage typical for this type of contract, and at most to the fee agreed for the assignment concerned.

The contractor is not liable for information the client provides incompletely or incorrectly. For loss of data he is liable only up to the effort that recovery would have required had the client backed up its data properly.

Section 12 Final provisions

German law applies. Where the client is a merchant, the place of jurisdiction is Finnentrop. Amendments to this contract require text form. Should a provision be invalid, the remaining provisions stay in force.

Version

4 September 2026

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