Terms and conditions
This is a courtesy translation of our German Allgemeine Geschäftsbedingungen. In the event of any discrepancy, the German version is authoritative and legally binding.
These general terms and conditions apply to all contracts between Michel Winkler, sole trader, trading under the name „ibx“ (ibx company), Laher Kirchweg 24, 30659 Hannover, Germany (hereinafter „ibx“) and its clients (hereinafter „the client“).
Section 1 Scope
These terms apply exclusively to entrepreneurs within the meaning of section 14 of the German Civil Code (BGB), to legal persons under public law and to special funds under public law. They apply to all services provided by ibx, even where they are not referred to again in future contracts. Deviating or conflicting terms of the client do not become part of the contract unless ibx expressly agrees to their application in text form. Individual agreements made in a particular case take precedence over these terms.
Section 2 Subject matter and services
ibx provides services in the areas of strategy consulting, digitalisation, AI and automation, marketing, app and software development, and ongoing support and sparring. The nature, scope and content of the respective service follow from the specific quotation or order confirmation.
Consulting and support services are services in the legal sense (Dienstleistungen). Unless expressly agreed otherwise, no particular economic or legal outcome is owed. Where individual software, applications or clearly delimitable works are created, a contract for work and services (Werkvertrag) may exist; the service described in the quotation is decisive.
Section 3 Quotation and conclusion of contract
Quotations from ibx are without obligation unless they are expressly designated as binding. A contract comes into existence upon order confirmation by ibx or when performance begins. Communication in text form (for example by email) is sufficient.
Section 4 Performance and the client’s cooperation
ibx performs the services with due care and may engage suitable third parties (subcontractors) to fulfil the contract. The client provides ibx, in good time, in full and free of charge, with all information, content, access and acts of cooperation required for the service, and names a contact person authorised to take decisions.
If the client does not meet its obligations to cooperate in good time, agreed dates are postponed appropriately. Any additional work incurred by ibx as a result is remunerated separately on a time and materials basis.
Section 5 Dates and deadlines
Dates and deadlines are binding only where they have been expressly agreed as binding in text form. Delays for which ibx is not responsible, in particular through a lack of cooperation by the client or through force majeure, extend deadlines accordingly.
Section 6 Remuneration and payment
Remuneration is on a time and materials basis at the agreed rates, or at an agreed fixed price in accordance with the quotation. All prices are exclusive of statutory value added tax. Unless agreed otherwise, expenses and third-party costs are invoiced separately.
Invoices are payable in full within 14 days of receipt. In the case of longer projects, ibx is entitled to request instalment payments according to the progress of the work. In the event of late payment, the statutory provisions apply. The client may set off only against claims that are undisputed or have been established with final legal effect, and may exercise a right of retention only on that basis.
Section 7 Changes and additional services
If the client wishes to change or extend the agreed scope of services, this is treated as a separate service and remunerated on a time and materials basis or under a separate quotation. ibx will point out the resulting effects on dates and costs.
Section 8 Rights of use and copyright
ibx grants the client the rights required for the agreed use of the work results created by ibx, in particular concepts, designs, texts, software and applications. The granting of rights of use is subject to the condition precedent of payment in full of the remuneration agreed for them.
Unless expressly agreed otherwise, the client receives a simple, non-exclusive right of use. For any standard or third-party software used, and for open source components, the respective licence terms of the rights holders apply. ibx remains entitled to continue using the know-how acquired and any components that are not client-specific.
ibx may name the client and the project as a reference in an appropriate form, unless the client objects in text form.
Section 9 Confidentiality
Both parties treat the other party’s confidential information as confidential and use it exclusively for the purposes of the contract. This obligation continues after the contract ends. Information that is public knowledge or that must be disclosed under a legal obligation is excepted.
Section 10 Warranty
For contracts for work and services, ibx first provides subsequent performance. The client must notify apparent defects in text form without delay. If subsequent performance fails despite a reasonable period being allowed, the client is entitled to the statutory remedies. For services, no particular outcome is owed; ibx performs the service in accordance with recognised standards and with professional care.
Section 11 Liability
ibx is liable without limitation in cases of intent and gross negligence, and for damage arising from injury to life, body or health. In cases of ordinary negligence, ibx is liable only for breach of a material contractual obligation (cardinal obligation) and limited to the damage typical of the contract and foreseeable.
Any liability beyond this is excluded. ibx is liable for the loss of data only to the extent that the client carried out regular data backups in line with the state of the art and the damage would not have occurred had the backup been proper. Liability under the German Product Liability Act remains unaffected.
Section 12 Term and termination
Project-based contracts end when the service has been provided in full or upon acceptance. Continuing obligations may be terminated by either party with four weeks‘ notice to the end of a month, unless agreed otherwise. The right to terminate for good cause without notice remains unaffected. Notice of termination must be given in text form.
Section 13 Force majeure
Events of force majeure that substantially impede or prevent performance by ibx release ibx from the obligation to perform for the duration of the disruption. If the disruption continues for a longer period, both parties are entitled to withdraw from the affected part of the contract.
Section 14 Data protection
ibx processes personal data within the framework of the applicable data protection laws. Details are set out in the privacy policy. Where ibx processes personal data on behalf of the client, the parties conclude a data processing agreement pursuant to Art. 28 GDPR.
Section 15 Final provisions
The law of the Federal Republic of Germany applies, excluding the UN Convention on Contracts for the International Sale of Goods. If the client is a merchant, a legal person under public law or a special fund under public law, the exclusive place of jurisdiction for all disputes arising from the contractual relationship is the registered office of ibx in Hannover. Amendments and additions must be made in text form. Should any provision of these terms be or become invalid, the validity of the remaining provisions remains unaffected.
Last updated: May 2026.