VICRONIX – Prop. David Crump
These General Terms and Conditions apply to all contracts, services, and offers from VICRONIX – Prop. David Crump, small business (hereinafter referred to as "VICRONIX").
Any deviating terms and conditions of the customer shall only apply if they have been confirmed in writing.
By using our services, you accept these terms and conditions.
(1) VICRONIX offers modular digital services, in particular:
(2) The scope of services, time frame, and remuneration are agreed upon individually in each case (e.g., in the offer, contract, or project briefing).
To provide our services, we use, among other things:
Trello, Slack, Zoom, Dropbox, Telegram, WhatsApp, Discord, GitHub, Instagram, ZAP-Hosting, Zapier, n8n and Crisp.
These services are subject to the respective terms of use and privacy policies of the providers.
VICRONIX shall not be liable for any failures, data loss, or data protection violations on the part of these third-party providers.
The customer is obliged to familiarize themselves with the terms of use of the respective providers.
A contract is concluded as soon as the customer confirms an offer from VICRONIX in writing or digitally.
Verbal side agreements are only effective if they are confirmed in writing.
(1) Prices are based on the respective offer.
(2) Payments are due without deduction within 14 days of invoicing, unless otherwise agreed.
(3) In the event of late payment, VICRONIX reserves the right to suspend ongoing work until payment has been made.
(4) All prices are in EUR plus statutory sales tax, if applicable.
(1) The customer undertakes to provide all necessary information, access, and materials required for the provision of services.
(2) The customer shall ensure that the content provided does not infringe any third-party rights and is free of malware.
(3) The customer is responsible for backing up their data and systems.
(1) All concepts, designs, source codes, and content created by VICRONIX remain the property of VICRONIX until full payment has been made.
(2) After payment, the customer receives a simple, non-transferable right of use for the services provided.
(3) Any disclosure, publication, or modification of the content without written consent is prohibited.
(4) VICRONIX reserves the right to use anonymized project excerpts for reference purposes.
Both parties undertake to treat all confidential information disclosed in the course of their cooperation as strictly confidential and not to make it accessible to third parties.
(1) VICRONIX shall only be liable for damages in cases of intent or gross negligence.
(2) No liability is accepted for indirect damage, loss of profit, or loss of data, to the extent permitted by law.
(3) VICRONIX accepts no responsibility for failures, errors, or security breaches by external providers. (see contract term and termination).
(1) VICRONIX is entitled to modify or temporarily suspend the services offered if this is necessary for technical, legal, or security reasons.
(2) Customers will be informed of any significant changes in a timely manner.
Personal data is processed in accordance with the Privacy Policy published on the website.
The customer agrees to their validity.
(1) All trademarks, designs, texts, and modules are the property of VICRONIX or the respective rights holders.
(2) Reproduction or distribution without written permission is prohibited.
(1) Project contracts automatically end when the service is provided.
(2) Ongoing service or maintenance contracts can be terminated with 60 days' notice to the end of the month.
(3) The right to extraordinary termination for good cause remains unaffected.
VICRONIX reserves the right to amend these Terms and Conditions at any time, provided that no essential contractual elements are affected.
The current version is available on the website.
Supplementary provisions apply to individual VICRONIX modules and form an integral part of these General Terms and Conditions.
(1) Scope of services and objectives
The Shematix module covers the conceptual project phase prior to actual implementation.
This includes, in particular, analysis of the current situation, feasibility studies, definition of objectives, resource and time planning, and requirements engineering.
The result of the module is a detailed, structured concept or planning document ("Shematix concept"),
which serves as the basis for subsequent modules or external implementations.
The specific details (number of meetings, workshops, communication channels, documentation formats, etc.)
are determined in an individual project briefing or questionnaire with the customer and are considered part of the contract.
(2) Remuneration and payment terms
A basic flat rate applies for planning and coordination for the Shematix module.
The first third of the agreed flat rate is due before the start of the project.
After completion of the concept phase and handover, a consultation and fine-tuning meeting will take place; the remaining portion of the basic flat rate is then due.
Additional services, additional coordination meetings, or adjustments that go beyond the agreed scope will be charged at the applicable hourly rate based on the time required.
All prices are subject to change and may be adjusted in the course of the company's development.
(3) Delivery form and acceptance
The Shematix concept is usually provided as a digital document (PDF).
Workshops or presentations can take place on site or via video conference (e.g., Zoom), depending on the agreement.
After the concept has been handed over, the customer has four (4) weeks to make a binding decision as to whether the implementation should be carried out by VICRONIX or by a third party.
If no response is received within this period, the concept is deemed to have been accepted.
In this case, the license fee for the transfer of rights of use to the concept content is automatically due.
(4) Rights of use and ownership of the concept
The concept created within the framework of Shematix remains the property of VICRONIX until all fees have been paid in full.
Upon full payment, the customer shall receive a simple, non-transferable right of use to the concept.
Any transfer or implementation by third parties is only permitted with the prior written consent of VICRONIX.
If the customer contractually acquires the right to have the concept implemented by third parties, VICRONIX shall nevertheless remain entitled to continue using anonymized data, structures, or content from the project for reference, demonstration, or marketing purposes.
The customer shall not be identified by name or content.
(5) Changes and consultation
Before the concept is handed over, a one-time consultation will take place to fine-tune the details.
This appointment is solely for the purpose of clarifying details and not for reorienting the content of the project.
Subsequent changes or additions to the scope of the concept require a separate order and will be charged additionally.
(6) Liability and nature of service
The Shematix module is a planning and consulting service.
VICRONIX is not liable for the technical or economic feasibility of the proposals or assessments contained in the concept.
There is no guarantee of success in the sense of a contract for work and services.
Liability is otherwise governed by the general provisions of the VICRONIX General Terms and Conditions.
(7) Confidentiality and data protection
Both parties undertake to treat all information, documents, and data received within the scope of the module as confidential.
VICRONIX is entitled to use technical and organizational findings from anonymized project data for its own development and reference purposes.
The customer will not be identified and no confidential business or personal data will be disclosed.
In all other respects, the privacy policy published on the website applies.
(8) Validity of the concept
The concept created shall remain technically and economically valid for a period of four (4) weeks after delivery.
After this period, VICRONIX may adjust the content, prices, dates, or resource availability without giving rise to any claims on the part of the customer.
(9) Differentiation from other modules
After completing the Shematix module, technical implementation, optimization, or expansion can only be commissioned via the following VICRONIX modules – in particular Stackforge, Buildup or Uptimize.
There is no automatic commissioning, combination, or extension; each module forms an independent contractual relationship with separate remuneration and service description.
If the customer decides to implement the concept created within the framework of Shematix by third parties, VICRONIX shall be exempt from any liability for the technical or economic implementation.
(10) Supplementary provisions
For all matters not expressly regulated herein, the general terms and conditions of VICRONIX – Owner David Crump, small business, shall apply.
In the event of linguistic discrepancies or translations, the German version shall prevail.
(1) Scope of services and objectives
The Uptimize module covers the optimization, expansion, and modernization of the customer's existing technical structures, including software, hardware, and workflow environments.
The objective is to increase efficiency, stability, and future-proofing.
A prerequisite for this module is that the Shematix module has been implemented beforehand.
If the customer expressly waives Shematix, the service is provided at their own risk; In this case, VICRONIX accepts no liability for planning errors, incompatibilities, or consequential damages.
New installations, hardware replacements, or migrations are not included in this module unless expressly agreed in writing.
The services of the Uptimize module are provided within the framework of a service contract in accordance with § 611 BGB (German Civil Code); a specific result in the sense of a contract for work and services is not owed.
(2) Remuneration and terms of payment
For Uptimize, a basic flat rate applies to cover basic services.
Any work beyond this, additional consultations, tests, or adjustments will be charged at the applicable hourly rate based on the time required.
The basic flat rate is due before work begins.
Ongoing or recurring costs (e.g., license, API, or model fees) will be billed separately via the Fluxion module, unless otherwise agreed.
All prices are subject to change and may be adjusted for business reasons.
(3) Data backup and backup obligation
Before any work begins, the customer is obliged to create a complete, up-to-date backup of all systems and data and to confirm its completeness to VICRONIX in writing.
Without this confirmation, VICRONIX may suspend the service.
VICRONIX shall only be liable for data loss, system errors, or incompatibilities that occur despite proper work in cases of gross negligence or intent.
(4) Access rights and cooperation
The customer shall provide all necessary access, authorizations, interfaces, and system information.
Delays or technical restrictions resulting from a lack of access shall extend the agreed deadlines and may incur additional costs.
If access is not provided at all or is provided late, resulting in performance losses, errors, or reductions in results, the customer shall bear sole responsibility for this; any warranty or liability on the part of VICRONIX is excluded in such cases.
The warranty shall be suspended with immediate effect if the customer fails to provide the necessary access or information or delays doing so significantly.
The customer undertakes to make changes to systems during the provision of services only in consultation with VICRONIX; the same consequences shall apply in the event of non-compliance.
(5) Documentation and report
All changes, tests, and improvements made are logged by VICRONIX with a timestamp and summarized in an optimization report (PDF).
As long as VICRONIX is responsible for maintenance and servicing, the original document will remain with VICRONIX.
When the customer takes over the project completely, the document will be handed over; from this point on, VICRONIX assumes no liability for the handed-over project or its further use, regardless of whether the liability is derived from this or another module.
A copy of the latest report can be requested at any time.
(6) Acceptance, warranty, and payment due date
A joint functional test shall be carried out after completion of the work.
The customer has 14 days to submit any complaints in writing; after this period, the service is deemed to have been accepted.
Minor adjustments and corrections will be carried out within 14 days of acceptance.
Serious, foreseeable errors or errors caused by VICRONIX will be corrected within 30 days of acceptance, provided that no maintenance contract (Fluxion) exists.
If errors occur within this 30-day period that are demonstrably attributable to VICRONIX, VICRONIX undertakes to attempt to rectify them within an additional period of no more than 14 days after the expiry of the deadline and to record this.
However, there is no entitlement to complete rectification of errors during this period.
From the 31st day after acceptance, any obligation to rectify errors shall lapse, even if previously reported errors are still being processed.
Services voluntarily provided by VICRONIX after these deadlines have expired are expressly provided as a gesture of goodwill and without acknowledgment of any legal obligation.
Upon acceptance, the agreed remuneration—including any outstanding balances or additional services—shall become due immediately and shall be paid without deduction in accordance with the agreed terms of payment. A right of retention due to minor defects is excluded, provided that these do not significantly impair the functionality of the project.
(7) Unauthorized modifications and loss of warranty
If the customer makes modifications to the systems optimized by VICRONIX, either independently or through third parties, any warranty shall expire with immediate effect, regardless of whether a maintenance contract is in place or not.
Such a loss of warranty does not release the customer from existing payment or contractual obligations.
(8) Limitation of liability
VICRONIX shall not be liable for failures, malfunctions, or incompatibilities caused by updates, third-party software, external providers, or unauthorized interventions.
No guarantee of success for optimization is provided.
In all other respects, the general liability provisions of the VICRONIX Terms and Conditions apply.
(9) Use of reference, image, and project data
VICRONIX is entitled to use anonymized technical data, screenshots, diagrams, photos, or representations of the optimized systems for reference, demonstration, or marketing purposes.
The customer will not be identified by name or content.
All copyrights and rights of use to images, visualizations, documentation, and technical representations created remain permanently with VICRONIX, even after acceptance and full payment of the project.
(10) Distinction from other modules
After completing the Uptimize module, ongoing maintenance, support, or automation can only be requested via the Fluxion module.
Modules remain legally and contractually separate; there is no automatic renewal or combination.
(11) Supplementary provisions
For all matters not expressly regulated herein, the general terms and conditions of VICRONIX – Owner David Crump, small business, shall apply.
In the event of linguistic discrepancies or translations, the German version shall prevail.
(1) Scope of services and objectives
The Stackforge module covers the development, integration, and automation of digital tools, applications, and systems.
This includes, in particular, the design and implementation of customized software solutions, web and system development, automation, and interface integration between existing and new systems.
The goal is to create stable, intelligent, and efficient digital processes.
The Stackforge module is generally provided as a contract for work and services in accordance with § 631 BGB (German Civil Code).
As a rule, a concept developed in advance using the Shematix module is a prerequisite for the provision of services.
If the customer expressly waives Shematix, the service is provided as a service contract in accordance with § 611 BGB (German Civil Code); in this case, VICRONIX assumes no liability for technical or economic target achievement, compatibility, or project success.
(2) Remuneration and payment terms
For Stackforge, a basic flat fee is charged, which covers project preparation and basic structuring and is due at the start of the project.
In addition, the actual development services are billed on the basis of defined project stages ("milestones").
After each milestone, two-thirds of the costs incurred up to that point are payable.
All outstanding amounts are due upon final acceptance.
For development periods exceeding three (3) months, all running costs incurred during the project period (e.g., licenses, system or API fees) must also be paid.
These running costs are transferred to the Fluxion module after completion of the project and are billed on an ongoing basis.
All prices are subject to change and may be adjusted in line with the company's development.
(3) Project structure, milestones, and acceptance
The project will be implemented in accordance with the objectives and specifications defined within the framework of Shematix.
The process is based on the defined milestones.
After completion of a milestone, consultation with the customer takes place in order to make fine adjustments and agree on the further direction of development; these appointments are not intended to realign the content of the project.
Partial acceptance shall take place after handover of individual development stages.
If no written objection is received within ten (10) working days of handover, the stage shall be deemed to have been accepted and invoiced.
Final acceptance shall take place after completion of all agreed development stages.
(4) Change management
Any adjustments or enhancements requested by the customer after the start of the project shall be considered additional services and shall be invoiced separately on a time and material basis.
In such cases, VICRONIX reserves the right to adjust the schedule, costs, and acceptance dates.
There is no entitlement to free redevelopment or subsequent functional changes.
(5) Documentation, handover, and rights of use
Upon completion of the project, the customer shall receive the finished system (software, workflow, or platform) as well as the contractually agreed rights of use thereto.
The customer will not receive the source code or internal development files; the code remains the property of VICRONIX.
All work performed will be documented by VICRONIX and recorded in a final report (PDF).
If VICRONIX is responsible for ongoing maintenance, the technical project documentation will remain with VICRONIX. If the customer takes over the entire project, the documentation will be handed over; from this point on, VICRONIX will not be liable for any malfunctions, incompatibilities, or consequential damages.
A copy of the latest report can be requested at any time.
(6) Warranty, rectification, and deadlines
The project is considered complete after final acceptance.
The customer is then entitled to:
Fine adjustments and minor modifications within fourteen (14) days of acceptance.
Elimination of serious, foreseeable faults or faults caused by VICRONIX within thirty (30) days of acceptance, unless a maintenance contract exists.
If a maintenance contract is concluded, it shall commence immediately upon acceptance and shall replace the standard warranty. An extended warranty totaling ninety (90) days may be agreed upon for an additional flat fee.
If the customer or a third party makes unauthorized changes to the system, the warranty shall expire with immediate effect. The cancellation or restriction of the warranty does not release the customer from existing payment or contractual obligations towards VICRONIX.
(7) Limitation of liability
VICRONIX shall only be liable for intent and gross negligence.
Any further liability, in particular for lost profits, indirect or consequential damages, data loss, system failures, or incompatibilities with third-party software, is excluded to the extent permitted by law.
This also applies to damages resulting from incorrect customer data, improper use, third-party software, system updates, API changes, or undocumented dependencies.
No guarantee of success beyond the contractually agreed specifications is provided.
In all other respects, the general liability provisions of the VICRONIX General Terms and Conditions apply.
(8) Reference, image, and project data
VICRONIX is entitled to use anonymized technical data, screenshots, code excerpts, photos, diagrams, or other representations for reference, demonstration, or marketing purposes.
The customer will not be identified by name or content.
All copyrights and rights of use for images, visualizations, documentation, and technical representations created remain permanently with VICRONIX, even after acceptance and full payment of the project.
(9) Distinction from other modules
The content of the Stackforge module is based on the results of the Shematix module.
The systems developed within the framework of Stackforge can be further improved by the Uptimize module and permanently maintained by the Fluxion module.
There is no automatic combination or extension between the modules; each module is considered a separate contract.
(10) Final provisions
For all matters not expressly regulated herein, the general terms and conditions of VICRONIX – Owner David Crump, small business, shall apply.
In the event of linguistic discrepancies or translations, the German version shall prevail.
(1) Scope of services and objectives
The Buildup module covers the physical installation, assembly, and commissioning of technical systems and components that are provided for in the project or another module (in particular Stackforge or Shematix).
This includes in particular:
- Hardware assembly and cabling,
- Installation of lighting systems, access systems, locking or cabinet systems,
- Setting up and configuring computer or network systems,
- physical integration of components and system peripherals,
- as well as the initial commissioning of installed hardware.
The Buildup module constitutes a limited contract for work and services in accordance with § 631 BGB (German Civil Code).
The warranty for planning and function generally requires the prior implementation of the Shematix module.
If the customer expressly waives Shematix, the service is provided at their own risk; in this case, VICRONIX accepts no liability for technical or functional deviations, incompatibilities, or consequential damages.
If additional software or system configurations are made within the scope of Buildup, the provisions of the Stackforge module shall apply in addition.
(2) Remuneration and terms of payment
The basic flat rate is based on the scope of the project and the materials required.
The basic amount corresponds to two-thirds of the estimated total costs for materials, transport, and installation and is due before the start of the project.
For projects lasting more than three (3) months, additional payments are made according to defined milestones.
Outstanding amounts must be paid in full upon acceptance of the project.
All costs for additional work required (e.g., dismantling, removal of existing systems, or construction work not agreed upon) will be charged separately and in full. All prices are subject to change and may be adjusted at the company's discretion.
(3) Requirements and obligations of the customer
The customer is obligated to create all structural, technical, and organizational conditions necessary for installation and setup. This includes, in particular:
- unrestricted access to the premises and installation sites,
- the provision of functional power, network, and, where applicable, security systems,
- a safe, properly prepared work environment,
- and ensuring that existing facilities or systems are suitable and accessible for installation.
VICRONIX is not obligated to dismantle, dispose of, or replace existing old equipment, cabling, building structures, or systems unless this has been expressly agreed upon. If such work must nevertheless be carried out, it will be charged separately.
If the necessary requirements are not met, are met late, or are met inadequately, all deadlines shall be extended accordingly. All additional costs, delays, or other circumstances arising from this shall be borne in full by the customer.
VICRONIX shall not be liable for damage, accidents, failures, or delays in performance resulting from inadequate preparation, poor structural conditions, faulty existing installations, or negligent behavior on the part of the customer or third parties.
In such cases, the customer shall be fully liable for all resulting personal injury, property damage, or consequential damages.
(4) Performance and documentation
All work performed is logged by VICRONIX with a time stamp and documented in an installation report (PDF). This report includes the scope of work, materials used, tests, installation data, and any special occurrences.
VICRONIX accepts no liability for consequential damage, damage, loss of use, operational failure, or wear and tear resulting from:
- properly performed installations,
- Material aging,
Environmental influences (humidity, temperature, power fluctuations, vibrations, dust, etc.)
- improper use or external interference,
- or external influences (fire, water, theft, incorrect operation)
.
As long as VICRONIX is responsible for maintenance, the original document remains with VICRONIX. Upon complete handover to the customer, the documentation is transferred; from this point on, VICRONIX assumes no responsibility or liability for malfunctions, consequential damage, or future wear and tear.
A copy of the last report can be requested at any time.
(5) Acceptance, warranty, and deadlines
Once the work has been completed, the installation will be jointly inspected and approved.
The customer has fourteen (14) days to submit any written complaints; after this period, the service is deemed to have been accepted.
There is no entitlement to rectification for minor defects that do not significantly impair functionality.
The customer is entitled to:
Fine adjustments and minor modifications within fourteen (14) days of acceptance.
- Removal of serious, foreseeable defects or defects caused by VICRONIX within thirty (30) days of acceptance, provided that no maintenance contract (Fluxion) exists.
If a maintenance contract is concluded, it shall commence immediately upon acceptance and shall replace the standard warranty. An extended warranty of a total of ninety (90) days may be agreed upon for an additional flat fee.
The warranty claim shall lapse if the customer makes unauthorized changes to installed systems or interferes with their function in an improper manner.
The lapse or restriction of the warranty does not release the customer from existing payment or contractual obligations towards VICRONIX.
(6) Liability and risks
VICRONIX shall only be liable for damages resulting from intent or gross negligence. Liability for slight negligence, consequential damages, indirect damages, lost profits, business interruptions, or data loss is completely excluded to the extent permitted by law.
In particular, VICRONIX shall not be liable for:
Damage to devices, systems, networks, or parts of buildings resulting from improper use, incorrect operation, or external influences.
- Impairments or failures caused by components not supplied by VICRONIX, defective old installations, or third-party systems.
- Wear, material fatigue, or deterioration after commissioning,
Damage attributable to faulty planning, lack of permits, or structural defects on the part of the customer.
- as well as accidents or property damage resulting from inadequate safety measures or preparation of the working environment.
If additional software solutions are installed as part of Buildup, VICRONIX shall not be liable for any damage or malfunction caused by this software or by its combination with existing hardware. Liability for indirect or consequential damages, loss of productivity, business interruption, or third-party claims for damages is expressly excluded. Liability is limited in all cases to the net order value of the respective project.
In all other respects, the general liability provisions of the VICRONIX General Terms and Conditions apply.
(7) Ownership and rights of use
All installed systems, hardware components, and physically provided materials remain the property of VICRONIX until full payment has been made.
After payment, ownership of the systems is transferred to the customer.
However, the customer only acquires the right of use for the delivered functionality.
The functionality, technical design, or internal system logic may not be modified, copied, or disclosed.
Unauthorized modification or use outside the agreed purpose will result in the immediate loss of all warranty and usage rights.
(8) Reference, image, and project data
VICRONIX is entitled to use anonymized photos, videos, diagrams, measurement data, or other representations of installed systems for reference, demonstration, or marketing purposes.
The customer will not be identified by name or content.
All copyrights, rights of use, and ownership rights to created media, technical representations, and documentation remain permanently with VICRONIX, even after acceptance and full payment of the project.
(9) Distinction from other modules
The Buildup module deals exclusively with the physical setup, assembly, and commissioning of hardware.
Software and system developments fall under the Stackforge module, while optimization and maintenance are handled by the Uptimize and Fluxion modules.
There is no automatic combination or extension between the modules; each module is considered a separate contract.
(10) Final provisions
For all matters not expressly regulated, the general terms and conditions of VICRONIX – Owner David Crump, small business, apply.
In the event of linguistic discrepancies or translations, the German version shall prevail.
(1) Scope of services and objectives
The Fluxion module is used for the ongoing care, maintenance, updating, and servicing of projects, systems, and automations that have been created using other VICRONIX modules (in particular Stackforge, Uptimize, and Buildup).
The services include in particular:
- Maintenance and correction of errors or bugs in existing solutions,
- Regular updating, technical optimization, and adaptation of software, systems, and workflows,
- Host management, monitoring, and system maintenance,
- Updating and maintaining databases,
- Adaptation of existing automation and data pipelines,
- Generation of regular system statistics and status reports,
Implementation of minor supplementary services in connection with existing projects.
The services of the Fluxion module are provided within the framework of a service contract in accordance with § 611 BGB (German Civil Code); a specific result in the sense of a contract for work and services is not owed.
(2) Contract term, termination, and renewal
The Fluxion module is generally concluded with a minimum contract term of twelve (12) months.
The contract is automatically extended by three (3) months at a time unless it is terminated in writing with sixty (60) days' notice to the end of the respective term. Text form (§ 126b BGB) is sufficient.
Termination before the end of the minimum term is generally excluded, unless otherwise specified below.
(a) Standard completion (after project end or separately)
If Fluxion is ordered after the completion of another VICRONIX module or separately, the above-mentioned minimum term of twelve (12) months shall be binding and absolute.
Ordinary termination is only permitted at the end of the minimum term.
The basic flat rate is payable as usual in accordance with the agreed terms of payment.
(b) Early completion (at the same time as another module)
If Fluxion is purchased together with another VICRONIX module (e.g., Stackforge, Uptimize, or Buildup) at the start of the project, the customer can choose between the following two contract models:
Option 1 – Standard
Minimum contract term: 12 months
First 2 months free of charge
Automatic renewal: every 3 months
Notice period: 30 days before the end of the term
Option 2 – Advanced
Minimum contract term: 24 months
First 6 months free of charge
Automatic renewal: every 6 months
Notice period: 60 days in the first contract year, 30 days from the second contract year until the end of the term
Discount: 10% off all additional costs related to Fluxion services during the first 24 months
In both cases, early termination of the contract within the minimum term is possible, provided that the customer pays a lump-sum compensation.
This is calculated as follows:
Up to 3 months remaining term: 30% of the remaining basic flat rates
4–12 months remaining term: 50% of the remaining basic flat rates
Over 12 months remaining term: 70% of the remaining basic flat rates
In addition, all previously waived basic flat rates will be recalculated.
The discounts or benefits granted shall be retroactively revoked.
In addition, a one-time termination fee equal to one month's basic fee will be charged to cover internal costs for contract processing, system deactivation, and documentation. This fee is payable regardless of the above-mentioned compensation scale.
Upon proper termination at the end of the agreed minimum term, all benefits granted shall remain in effect.
General provisions
Upon termination of the contract or cancellation, all claims to support, care, maintenance, and monitoring shall expire.
VICRONIX is entitled to deactivate automated systems or access after the end of the contract if this is necessary to ensure data protection, security, or system integrity.
A new contract following termination or expiry shall be concluded exclusively under the terms and conditions valid at that time.
(3) Remuneration and payment terms
A monthly flat rate is charged for the Fluxion module, which is invoiced at the end of each month for the following month.
Additional work – insofar as it exceeds the scope of services included in the flat rate – will be billed according to time and effort at the applicable hourly rate.
The monthly flat rate consists of the service components agreed upon in the respective offer, contract, or service specification. Possible components include, in particular, host management, maintenance and error correction, database maintenance, backup service, automation management, and statistics and reporting services.
Each service area can be booked individually or in combination; the amount of the respective partial flat rates is based on the service overview valid at the time of conclusion of the contract ("Fluxion Service Description").
Changes to the individual scope of services can be agreed in writing or in text form (§ 126b BGB).
The individual prices stated in the service description are not part of the General Terms and Conditions and can be adjusted without changing them.
Additional work or support services outside of regular maintenance (e.g., subsequent API adjustments, system modifications, emergency calls) will be invoiced separately. VICRONIX may collect payment for these additional services either monthly in arrears or with the next subscription invoice.
We reserve the right to change prices or adjust the basic flat rate; the customer will be informed at least 30 days before the change takes effect.
The limitation of liability also applies in favor of employees, subcontractors, and other vicarious agents of VICRONIX.
(4) Customer obligations
The customer undertakes to provide all access, API keys, system data, and authorizations necessary for maintenance and support.
The customer is responsible for ensuring that their licenses, access data, and third-party subscriptions remain valid at all times.
VICRONIX accepts no responsibility for functional failures if access, licenses, or keys expire or are deactivated.
The customer must ensure that all systems supported within the scope of the Fluxion module are properly installed, licensed, and functional.
If requirements are not met or access is revoked, VICRONIX is entitled to suspend or temporarily deactivate services. The customer is fully liable for all additional expenses, delays, or consequential damages resulting from this.
(5) Rights to access and systems
The ownership and usage rights to software, code, workflows, and documentation are governed by the respective module regulations (Stackforge, Uptimize, Buildup, Shematix). This module exclusively regulates the operating and access requirements for maintenance.
The customer is obliged to maintain all licenses, API keys, accounts, subscriptions, and access rights on an ongoing basis. Failure to do so may result in VICRONIX suspending services or temporarily deactivating systems. Failure to fulfill these obligations to cooperate does not exempt the customer from contractual fees or outstanding payments.
VICRONIX-held accounts (on-behalf operation):
If licenses, accounts, API keys, or server configurations are set up by VICRONIX on behalf of the customer and operated within the scope of Fluxion from the outset, administrative ownership and disposal rights remain permanently with VICRONIX, even after the end of the contract. The customer receives a simple right of use for the term of the contract. After the end of the contract, VICRONIX may deactivate the relevant access rights; a transfer shall only take place after a separate agreement has been concluded and all claims have been settled in full.
(6) Data security and backups
Backups are only included in the scope of services if this has been expressly agreed. Otherwise, the customer is responsible for data backup and recovery. VICRONIX is not liable for data loss or recovery errors, except in cases of intent or gross negligence.
Operational risks and incorrect operation: The customer shall ensure that systems are used properly and that employees are trained. VICRONIX shall not be liable for damage, failures, security incidents, or data loss resulting from incorrect operation, unauthorized changes, improper use, non-compliance with specifications, lack of training, or third-party interference. VICRONIX is entitled to temporarily deactivate processes in the event of security risks or misconfigurations until the risks have been remedied.
(7) Liability and risks
VICRONIX shall only be liable for intent and gross negligence. Liability for slight negligence, indirect damage, consequential damage, loss of profit, business interruption, data loss, incompatibilities, or third-party provider failures is excluded to the extent permitted by law.
No liability in particular for:
- Changes/discontinuations of third-party APIs, platforms, or licenses,
- Failures of external hosting providers, network, or power supply,
Damage caused by incorrect/expired access or insufficient cooperation,
- Consequences of incorrect operation, unauthorized modifications, or misuse by employees or third parties.
Total liability is limited to the sum of the basic Fluxion flat rates paid in the last six (6) months. Further claims are excluded to the extent permitted by law.
(8) Updates, changes, and third-party dependencies
VICRONIX is not obligated to adapt systems, automations, or integrations if third-party providers change their APIs, terms and conditions, or technical infrastructure.
Such adaptations can be commissioned at the customer's request for a separate fee.
Continuous, error-free, or uninterrupted availability of the systems cannot be guaranteed.
If the discontinuation or change of a third-party provider results in a previously offered service no longer being available, the customer bears the risk. VICRONIX is not liable for any resulting loss of functionality, performance limitations, or loss of automation.
(9) Reference, image, and system data
VICRONIX is entitled to use anonymized technical diagrams, screenshots, system overviews, workflow graphics, or visualizations for reference, demonstration, or marketing purposes.
The customer will not be identified by name or content.
All rights to created visualizations, documentation, and process representations remain permanently with VICRONIX, even after the end of the contract or full payment.
(10) Termination of contract and system transfer
Upon termination of the contract or in the event of a material breach of duty (delayed payment, missing licenses/access, security risks), VICRONIX is entitled to deactivate managed automations, integrations, access, and monitoring. Recommissioning will only take place after full settlement of outstanding amounts and under the terms and conditions valid at that time.
If operation is carried out by VICRONIX (on-behalf operation), VICRONIX shall inform the customer of the deactivation within 14 days. If operation is carried out by the customer, any obligation to monitor, adjust, or maintain shall end upon termination of the contract.
Liability after termination of contract: Notwithstanding any other provisions, VICRONIX shall at no time be liable for consequential damages, indirect damages, data or production losses arising during or after termination of the contract, including but not limited to deactivation, configuration changes, third-party provider failures, API changes, or failure to perform maintenance on the part of the customer.
(11) Final provisions
For all matters not expressly regulated herein, the general terms and conditions of VICRONIX – Owner David Crump, small business, shall apply.
In the event of linguistic discrepancies or translations, the German version shall prevail.
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(1) The law of the Federal Republic of Germany applies.
(2) The place of jurisdiction is – to the extent permitted by law – the registered office of VICRONIX.
(3) Should any provision of these General Terms and Conditions be invalid, the validity of the remaining provisions shall remain unaffected.