General terms and conditions (AGB)

Qelivia – Owner (Inhaber): Michael Bruders, Am Golfplatz 1, 52249 Eschweiler, Germany (the “Contractor”)

Version dated: 27 August 2026

This English version is provided for information only. The German version is the legally binding text.

§ 1 Scope

(1) These terms and conditions (AGB) apply to all contracts for services of the Contractor with entrepreneurs within the meaning of § 14 BGB (German Civil Code), legal persons under public law and special funds under public law (the “Client”). No contracts are concluded with consumers.

(2) Conflicting or deviating terms of the Client do not become part of the contract, even if the Contractor does not expressly object to them or performs in the knowledge of them, unless the Contractor expressly agrees to their applicability in text form.

(3) These terms and conditions (AGB) apply, in the version valid at the time the contract is concluded, also to future business, without any further reference to them being required.

(4) Where a framework agreement has been concluded between the parties, the following order of precedence applies: statement of work → framework agreement including annexes → these terms and conditions (AGB).

§ 2 Conclusion of contract

(1) Offers of the Contractor are without obligation unless they are expressly designated as binding. Offers designated as binding are valid for 30 calendar days from the date of the offer.

(2) The contract is concluded by signature of a statement of work or individual contract, by order confirmation of the Contractor in text form, or by the mutually agreed commencement of the provision of services.

(3) The content and scope of the services are governed exclusively by the agreement in written or text form (in particular the statement of work). Public statements, in particular on the website, do not constitute guarantees as to quality.

§ 3 Subject matter of the contract and services

(1) The Contractor provides services in the field of test management and quality assurance for business-critical services and software, in particular under the packages Qelivia Audit, Qelivia Sprint and Qelivia Care. The subject matter is the preparation of auditable test artefacts (including test concept, risk picture, prioritised test backlog, test case catalogue (test cases), requirements traceability, release recommendation) in accordance with recognised methods (ISTQB), with a focus on system integration and end-to-end testing across system boundaries and providers.

(2) The services are services within the meaning of §§ 611 et seq. BGB. What is owed is diligent, methodical provision of services in accordance with the state of recognised testing practice — not a particular commercial outcome, not the freedom of the tested product from defects, and not the discovery of all defects.

(3) The Contractor establishes the framework conditions for effective testing and is responsible for design and governance. Test execution is the responsibility of the Client or of persons named by the Client, unless expressly agreed otherwise in the statement of work.

(4) Services are generally provided remotely. On-site assignments require separate agreement; travel time and travel costs are agreed separately.

(5) The Contractor determines the manner of providing the services as well as working time and place independently, within the framework of the agreed dates. The Contractor is not subject to any employment-law instructions of the Client; the temporary supply of workers (Arbeitnehmerüberlassung) is not the subject matter of the contract.

(6) The Contractor may use carefully selected vicarious agents and technical tools to provide the services. AI-supported tools are used exclusively with anonymised data (§ 10(3)).

§ 4 Changes to services

(1) Either party may propose changes to the agreed scope of services in text form. The Contractor examines reasonable change requests and notifies the effects on remuneration and dates.

(2) Changes only take effect once both parties have confirmed them in text form. Until then, the services continue on the previous basis.

§ 5 Client's duties to cooperate

(1) The Client provides all necessary documents and information (in particular requirements, architecture and interface descriptions, release planning) completely, correctly and in good time, and names a contact person authorised to take decisions.

(2) The Client provides the necessary access and test environments in good time, unless otherwise agreed in the statement of work.

(3) Test data and documents are, as a matter of principle, to be provided to the Contractor in anonymised or pseudonymised form (data minimisation). Where the processing of personal data is exceptionally necessary, the parties conclude a data processing agreement (Auftragsverarbeitungsvertrag) pursuant to Art. 28 GDPR in advance.

(4) Acts of cooperation are genuine obligations of the Client. If the Client fails to perform them, performs them late or performs them inadequately, agreed deadlines are extended appropriately; the Contractor may additionally invoice any demonstrable additional expenditure incurred. Agreed remuneration remains payable to the extent that the Contractor is ready to perform.

§ 6 Dates and deadlines

(1) Dates and deadlines are binding only where they have been expressly agreed as binding. The standard durations (Audit: 5 working days, Sprint: approximately 2 weeks) are planning figures running from the complete provision of the acts of cooperation.

(2) Default on the part of the Contractor requires in every case a reminder in text form setting a reasonable period of grace.

§ 7 Remuneration and payment

(1) The fixed prices agreed in the statement of work apply. All prices are net, plus statutory value added tax.

(2) Invoicing: for Qelivia Audit and Qelivia Sprint after the services have been provided, unless otherwise agreed; for Qelivia Care on a monthly basis. Invoices are payable within 14 days without deduction by bank transfer.

(3) In the event of default in payment, the statutory provisions apply (§ 288(2) BGB). The Contractor may withhold further services until outstanding claims have been settled, provided that the Contractor has given prior notice of this.

(4) The Client may set off only against undisputed claims or claims established with final legal effect; the Client is entitled to rights of retention only in respect of claims arising from the same contractual relationship.

(5) For Qelivia Care, the Contractor may adjust the remuneration with effect from the beginning of a new billing period, provided the Contractor gives notice of this in text form at least 6 weeks in advance. In the event of an increase of more than 5%, the Client has a right of extraordinary termination effective as at the date the adjustment takes effect.

(6) If the Client commissions a Qelivia Sprint within 3 months of the audit, the audit fee is credited in full (100%) against the Sprint.

§ 8 Client area (cloud.qelivia.de)

(1) For the exchange of project documents, the Contractor provides on request an access-protected client area at cloud.qelivia.de on its own infrastructure in Germany.

(2) Accounts are set up exclusively for contacts named by the Client. Public share links are technically disabled. The Client ensures that access credentials are not passed on to third parties, and informs the Contractor without undue delay of any departing contacts and of any suspicion of misuse. In the event of misuse, the Contractor may block accounts.

(3) Documents uploaded are deleted 90 days after completion of the project; notice of the deletion is given in text form 14 days in advance. Access accounts are deactivated at the same time. Details are set out in the privacy policy.

(4) The client area is an ancillary service provided free of charge. No particular availability is owed; maintenance windows and interruptions are permitted. The Client remains responsible for backing up its own originals.

§ 9 Confidentiality

(1) Both parties treat all information obtained in the course of the cooperation which is designated as confidential or is confidential by its nature (in particular trade secrets within the meaning of the GeschGehG, the German Trade Secrets Act) as strictly confidential, use it exclusively for the performance of the contract and protect it by appropriate confidentiality measures.

(2) Disclosure is permitted only to employees and vicarious agents who require the information for the performance of the contract and who are bound by corresponding obligations.

(3) Excepted is information which is or becomes publicly known (without any breach of duty), which was lawfully obtained from third parties, which was demonstrably developed independently, or which must be disclosed on the basis of a statutory or official order (where possible with prior notification of the other party).

(4) The obligations apply for the term of the contract and for 3 years thereafter; in the case of trade secrets within the meaning of the GeschGehG, for as long as they remain trade secrets. A separately concluded non-disclosure agreement (NDA) takes precedence.

§ 10 Data protection

(1) The parties comply with the applicable data protection provisions, in particular the GDPR. Processing takes place within the EU/EEA using carefully selected processors (including hosting).

(2) The standard of the cooperation is data minimisation pursuant to § 5(3): documents and test data are provided in anonymised form. Only where the processing of personal data on behalf of the Client is exceptionally necessary do the parties conclude a data processing agreement (Auftragsverarbeitungsvertrag) pursuant to Art. 28 GDPR.

(3) Where the Contractor uses AI-supported tools, this is done exclusively with anonymised data; personal or confidential raw data is not transmitted to AI services for this purpose. Every work result is reviewed and approved by a responsible specialist.

(4) After the end of the contract, copies of documents provided which are no longer required are deleted; statutory retention obligations and the provision in § 8(3) remain unaffected.

§ 11 Rights of use

(1) Upon full payment of the remuneration, the Client receives in respect of the work results prepared for it (artefacts, reports, templates in the form handed over) a non-exclusive, non-transferable right of use for its own internal purposes, unlimited in time and territory, including disclosure to affiliated companies and to examiners/auditors to the extent required.

(2) The Contractor remains the holder of all rights in the underlying framework, in methods, procedural models, templates and tools, and may continue to use these without restriction.

(3) Pre-existing intellectual property rights of the parties remain unaffected. The use of anonymised findings is governed by the separately agreed usage clause, where agreed.

§ 12 Use as a reference

The Contractor may name the Client as a reference, with its name and logo, only with the Client's prior approval in text form. The approval may be freely revoked with effect for the future.

§ 13 Liability

(1) The Contractor is liable without limitation for damage arising from injury to life, body or health, in cases of intent and gross negligence, in cases of fraudulent concealment, and under mandatory statutory provisions (for example the German Product Liability Act, Produkthaftungsgesetz).

(2) In the case of slightly negligent breach of material contractual obligations (obligations whose fulfilment makes the proper performance of the contract possible in the first place and on whose observance the Client may regularly rely), liability is limited to the damage typical of this type of contract and foreseeable at the time the contract was concluded, but in any event to no more than the sum insured under the professional indemnity/financial loss liability insurance maintained by the Contractor, per occurrence. In all other respects, liability for slight negligence is excluded.

(3) In the case of loss of data, the Contractor is liable within the scope of paragraphs 1 and 2 only for the expenditure that would have been required for restoration had the Client carried out proper data backup appropriate to the risk.

(4) The testing services serve to reduce risk and to provide a basis for decision-making. The Contractor gives no warranty that the tested product is free from defects or that all defects will be found; the release decision is taken by the Client on its own responsibility.

(5) Claims under this § 13 — with the exception of the cases in paragraph 1 — become time-barred 12 months from the statutory commencement of the limitation period.

§ 14 Term and termination (Qelivia Care)

(1) Qelivia Care has a minimum term of 3 months and is thereafter extended by one month at a time unless terminated in text form giving 4 weeks' notice to the end of the month.

(2) The right to extraordinary termination for good cause remains unaffected. Good cause exists for the Contractor in particular where the Client is in default with two monthly payments.

(3) Audit and Sprint end upon provision of the services; the statutory rights of termination remain unaffected. In the event of termination by the Client before completion, the services provided up to that point are to be remunerated on a pro rata basis.

§ 15 Force majeure

Events of force majeure (including natural disasters, epidemics, war, official measures, large-scale failures of infrastructure) which prevent a party from performing through no fault of its own release that party from the affected performance obligations for the duration of the disruption; deadlines are extended accordingly. If the disruption lasts longer than 60 days, either party may terminate the affected individual order with immediate effect in text form; services already provided are remunerated on a pro rata basis.

§ 16 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.

(2) The exclusive place of jurisdiction for all disputes arising from and in connection with the contractual relationship is — where the Client is a merchant, a legal person under public law or a special fund under public law — Aachen (the Contractor's registered seat). The Contractor may also bring proceedings against the Client at the Client's general place of jurisdiction.

(3) Amendments and supplements to the contract require text form; this also applies to any amendment of this text form requirement. Individual contractual agreements (§ 305b BGB) take precedence.

(4) Should individual provisions be or become invalid in whole or in part, the validity of the remaining provisions remains unaffected.

(5) Language. These terms and conditions (AGB) have been prepared in German and English. The English version is a faithful rendering of the substance of the German original; in the event of discrepancies of interpretation, the German version prevails. Terms of German law referred to herein (for example “text form”, § 126b BGB) retain their meaning under German law.