Terms and Conditions

Reepa Solutions — Hakan Akcan
Im Schnarz 14, 78585 Bubsheim, Germany
info@reepasolutions.de

§ 1 Scope

(1) These Terms and Conditions apply to all contracts between Reepa Solutions — Hakan Akcan (hereinafter the "Contractor") and its clients (hereinafter the "Client") regarding the provision of IT services, the development of custom software, and the provision of the software "Reepa Security" and other standard software.

(2) These Terms apply both to consumers within the meaning of Section 13 of the German Civil Code (BGB) and to entrepreneurs within the meaning of Section 14 BGB. Deviating terms of the Client only become part of the contract if the Contractor expressly agrees to them in writing.

(3) The version of these Terms valid at the time the contract is concluded shall apply.

§ 2 Subject Matter and Services

(1) The Contractor provides services in the following areas: web development, mobile app development, artificial intelligence, chatbot and automation solutions, cloud services, API development, custom software development, UX/UI design, SEO and performance optimization, cybersecurity analyses, IT consulting, as well as maintenance and support.

(2) In addition, the Contractor grants the Client a non-exclusive right of use to the software "Reepa Security" (GDPR-compliant IT security analysis and compliance management software) for a fee, either for a fixed term or indefinitely.

(3) The specific scope of services follows from the individual contract concluded between the parties (offer/order confirmation). Representations on the website, in brochures, or in other promotional material are non-binding and do not constitute warranties.

§ 3 Offer and Conclusion of Contract

(1) The Contractor's offers are non-binding unless they are expressly designated as binding. Binding offers are valid for 30 days unless otherwise agreed.

(2) The contract is concluded upon the Contractor's written or electronic order confirmation or upon the commencement of the provision of services.

(3) For the software "Reepa Security", the license agreement is concluded upon activation of the license key in the installed software or upon confirmation of the order.

§ 4 Prices and Payment Terms

(1) The prices stated in the offer or order confirmation apply. The Contractor is a small business within the meaning of Section 19 of the German VAT Act (UStG); VAT is therefore not shown and not charged.

(2) Services are billed by time and effort at the agreed hourly or daily rates, or at an agreed fixed price. For projects with an order volume exceeding EUR 2,000, the Contractor is entitled to request an advance payment of up to 50% of the expected total remuneration.

(3) Software licenses are billed in advance. Invoices are payable within 14 days of the invoice date without deduction, unless otherwise agreed.

(4) If the Client defaults on payment, the Contractor is entitled to charge default interest at the statutory rate as well as a reminder fee of EUR 5 per reminder. In the event of continued default, the Contractor may suspend ongoing services and deactivate the "Reepa Security" license until payment is received.

§ 5 Client's Obligations to Cooperate

(1) The Client shall provide the Contractor with all information, access, content, and materials required for the provision of services in a timely manner and in a usable form.

(2) The Client shall designate a responsible contact person and ensure the timely acceptance of interim results as well as the timely resolution of the Contractor's queries.

(3) The Client is responsible for regularly backing up its own data. The Contractor owes no data backup unless this has been expressly agreed.

(4) The Client shall bear any delays and additional expenses resulting from late or inadequate cooperation by the Client.

§ 6 Provision of Services and Delivery Time

(1) Stated delivery and service dates are non-binding unless they have been expressly agreed in writing as binding.

(2) The Contractor is entitled to provide partial services, insofar as this is reasonable for the Client.

(3) The Contractor is entitled to engage subcontractors to provide the services. The Contractor is liable for their conduct as for its own conduct.

§ 7 Acceptance

(1) In the case of contracts for work and services, the Client shall inspect and accept the service provided without undue delay after completion, provided there are no material defects.

(2) If the Client does not accept the service within 14 days of its provision and does not give written notice of material defects within this period, the service is deemed to have been accepted.

§ 8 Rights of Use to Custom Work Results

(1) Unless otherwise stipulated in the individual contract, the Contractor grants the Client, upon full payment of the agreed remuneration, a non-exclusive right of use, unlimited in time and territory, to the work results created specifically for the Client for the contractually intended purpose.

(2) Any resale or transfer of the work results to third parties for independent commercial use requires the Contractor's prior written consent.

(3) The Contractor reserves a right of use to generally applicable components (frameworks, libraries, concepts, methods) created during the project, for its own purposes and for other clients.

§ 9 License Terms for the Software Reepa Security

(1) Upon payment of the license fee, the Client receives a non-exclusive and non-transferable right to use the software "Reepa Security" in accordance with the provisions of the license agreement.

(2) The license is tied to the Client and to the number of devices/installations specified during the activation process. Sublicensing, renting, leasing, or transfer to third parties for a fee is excluded.

(3) The Client is not entitled to decompile, disassemble, or reverse-engineer the software, except where this is expressly permitted under Sections 69d, 69e of the German Copyright Act (UrhG).

(4) Updates and security patches are provided during the term of the license, insofar as this is included in the license model. The Contractor is not obliged to provide functional enhancements unless this has been expressly agreed.

(5) In the event of a breach of the license terms or unpaid arrears, the Contractor is entitled to deactivate the license after prior notice and a reasonable grace period.

§ 10 Right of Withdrawal for Consumers

(1) Consumers have a statutory right of withdrawal, about which the Contractor provides the following information:

Withdrawal Policy
You have the right to withdraw from this contract within fourteen days without giving any reason. The withdrawal period is fourteen days from the day the contract is concluded. To exercise your right of withdrawal, you must inform us (Reepa Solutions — Hakan Akcan, Im Schnarz 14, 78585 Bubsheim, Germany, info@reepasolutions.de) of your decision to withdraw from this contract by means of a clear statement (e.g. a letter sent by post or an email). To meet the withdrawal deadline, it is sufficient that you send your notification concerning the exercise of the right of withdrawal before the withdrawal period has expired.

Consequences of Withdrawal
If you withdraw from this contract, we shall reimburse all payments received from you without undue delay and no later than fourteen days from the day on which we receive notification of your withdrawal from this contract.

(2) Early expiry of the right of withdrawal: In the case of the provision of digital content (e.g. Reepa Security license keys), the right of withdrawal expires early if the consumer has expressly agreed that performance of the contract shall begin before the withdrawal period expires, and has confirmed their awareness that by giving such consent they lose their right of withdrawal once performance of the contract begins (Section 356(5) BGB).

(3) In the case of a service contract, the right of withdrawal expires if the Contractor has fully performed the service and only began performing the service after the consumer gave their express consent to do so and at the same time confirmed their awareness that they lose their right of withdrawal upon full performance of the contract.

§ 11 Warranty

(1) The Contractor warrants that the services provided correspond to the agreed condition at the time of acceptance and do not infringe the rights of third parties.

(2) For work and services, the statutory claims for defects apply. The warranty period for entrepreneurs is one year from acceptance; for consumers, the statutory period applies.

(3) For standard software and digital products, the Contractor owes the functionality in accordance with the service description; properties not mentioned in the service description are not owed. Functionality in any arbitrary system environment is not owed.

(4) The Contractor expressly does not warrant absolute protection against cyberattacks, data loss, or vulnerabilities in third-party components (e.g. operating system, browser, libraries, cloud services). Results of security analyses (e.g. via "Reepa Security") represent a snapshot in time and are not a guarantee of the complete or lasting security of the system examined.

§ 12 Liability

(1) The Contractor is liable without limitation for intent and gross negligence, for damages arising from injury to life, body, or health, as well as under the German Product Liability Act.

(2) In the event of a slightly negligent breach of essential contractual obligations (cardinal obligations), liability is limited to the foreseeable damage typical for the contract. There is no further liability for slight negligence.

(3) Liability for indirect damages, lost profits, loss of use, and data loss is excluded insofar as permitted by law. For the restoration of data, the Contractor is liable only to the extent that this data would have been reconstructable from backup copies in the event of proper data backup by the Client.

(4) The above limitations of liability also apply to the personal liability of the Contractor's vicarious agents and representatives.

§ 13 Confidentiality and Data Protection

(1) Both parties undertake to keep confidential all confidential information of the other party obtained in the course of the business relationship and to use it only for the purposes of performing the contract. This obligation continues to apply even after the contractual relationship has ended.

(2) Insofar as the Contractor processes the Client's personal data on its behalf in the course of providing services, the parties shall conclude a separate data processing agreement (DPA) in accordance with Art. 28 GDPR.

(3) In all other respects, the Contractor's Privacy Policy applies.

§ 14 Reference Naming

The Contractor is entitled to use the Client's name and logo as well as a general project description for reference purposes on its website, in project lists, or in presentations, unless the Client objects to this in writing.

§ 15 Force Majeure

Insofar and as long as the Contractor is prevented from providing services by events of force majeure (e.g. natural disasters, pandemics, official orders, widespread outages of essential third-party services such as cloud or DNS providers), its performance obligations are suspended without any obligation to pay damages.

§ 16 Amendments to the Terms

The Contractor reserves the right to amend these Terms with effect for the future. Changes will be communicated to the Client in text form at least six weeks before they take effect. If the Client does not object within six weeks of receiving the notice of change, the changes are deemed approved. The Client will be specifically informed of the significance of their silence in the notice of change.

§ 17 Final Provisions

(1) The law of the Federal Republic of Germany applies, to the exclusion of the UN Convention on Contracts for the International Sale of Goods (CISG). With respect to consumers, this choice of law applies only insofar as the consumer is not thereby deprived of the protection of mandatory consumer protection provisions of their country of habitual residence.

(2) The exclusive place of jurisdiction for all disputes arising from or in connection with the contractual relationship is the Contractor's place of business, provided the Client is a merchant, a legal entity under public law, or a special fund under public law. The Contractor is also entitled to sue the Client at the Client's general place of jurisdiction.

(3) The European Commission provides a platform for online dispute resolution (ODR): https://ec.europa.eu/consumers/odr/. The Contractor is neither willing nor obliged to participate in dispute resolution proceedings before a consumer arbitration board.

(4) Should individual provisions of this contract be or become wholly or partially invalid, the validity of the remaining provisions shall not be affected. In place of the invalid provision, the statutory regulation shall be deemed to apply.

(5) Side agreements, changes, and additions to this contract require text form. This also applies to any waiver of this text form requirement.

As of: April 2026