General Terms and Conditions

Draft, as of 14 October 2026. Temporary text, not legal advice. To be reviewed before go-live. Details in [square brackets] are still missing or to be decided. This English version is for information; the German version is authoritative.

Rock IT GmbH, Wissingshof 6, 48712 Gescher, Germany, Amtsgericht Hamburg, HRB 157009 ("Rock IT")

1. Scope

  1. These terms apply to the use of Rock IT's quote app ("App") and to fixed-price development of extensions for Microsoft Dynamics 365 Business Central.
  2. Rock IT works only for businesses within the meaning of § 14 BGB (German Civil Code), legal entities under public law and special funds under public law ("Customer"). We do not contract with consumers.
  3. The following order of precedence applies: (a) the accepted quote version, (b) the data processing agreement where personal data is concerned, (c) these terms, (d) statutory law.
  4. The Customer's own terms do not apply, even if Rock IT does not expressly object to them.

2. Use of the App

  1. Users sign in with an email address and a one-time code. By signing in, the user confirms that they act for a business.
  2. Each account belongs to one person. Sign-in codes must be kept secret.
  3. The App is free of charge. There is no right to constant availability or to receive a quote.
  4. AI use is limited (for example AI runs per day and a budget per request). Rock IT may adjust these limits.
  5. The Customer only uploads content it may use and pass on to Rock IT. This applies in particular to third-party code, documents and .app files.
  6. Rock IT may block an account in case of misuse. Users can ask for their account to be deleted at any time by email.

3. Price range and binding quote

  1. After clarification the App shows a non-binding price range. It is not an offer.
  2. For a binding quote Rock IT needs access to the Customer's target app (repository, .app file or link to the BC environment).
  3. Rock IT releases the binding quote in the App. It states scope, exclusions, prerequisites, fixed price, payment terms and delivery date. It is valid for [30] days unless it states another period.
  4. Every quote version is immutable. A counter-proposal by the Customer does not change a version. It leads to a new version, which only applies once Rock IT releases it.

4. Formation of contract

  1. The contract is concluded when the Customer accepts a released quote version in the App.
  2. The person accepting confirms that they are authorised to represent the business.
  3. Rock IT confirms acceptance by email. The accepted version remains available in the App.

5. Scope of work

  1. Rock IT owes exactly what the accepted quote version describes. Items listed under "Not included" are not owed.
  2. German law on contracts for work (Werkvertrag, §§ 631 et seq. BGB) applies to the development work, unless these terms provide otherwise.
  3. Rock IT owes the functionality in the Business Central version and environment named in the quote. Adjustments to later versions from Microsoft or third parties are not included unless the quote says so.
  4. Changes to the scope after acceptance are agreed as a new quote version or an additional quote in the App. The delivery date may change as a result.
  5. Rock IT may use qualified subcontractors and remains responsible for their work. [to be decided]

6. Customer cooperation

The fixed price and the delivery date assume that the Customer:

  1. provides working access: either a repository (Azure DevOps, GitHub or GitLab) with rights to read, push a branch and open a pull request, or a link to the BC environment with a user account or GDAP through which symbols can be downloaded;
  2. provides all dependencies not published by Microsoft, for example as .app files;
  3. supplies the sample data and test files named in the quote;
  4. names a contact person who answers questions promptly;
  5. backs up its own data and environments. Rock IT works in sandbox or test environments and only uses production environments with express approval.

The App shows which items are still open. If cooperation is delayed, the delivery date moves accordingly. Rock IT may charge additional effort caused by missing cooperation after giving notice.

7. Delivery date

  1. Every quote states a binding delivery date or a binding delivery period.
  2. For orders in tiers S and M the delivery period is 7 calendar days, for tier L 14 calendar days, unless the quote states otherwise. Larger orders get their own date in the quote.
  3. The period starts once both apply: the quote is accepted and cooperation under section 6 nos. 1 and 2 is complete (access works, dependencies are resolved).
  4. Delivery means handover of the complete source code with documentation and tests for acceptance, for example as a pull request in the Customer's repository or in the agreed BC environment.
  5. Delays for which the Customer is responsible, or force majeure, extend the period by the length of the delay plus a reasonable restart time.

8. Acceptance and correction round

  1. The Customer tests the delivery within [10] working days of handover.
  2. One correction round is included in the fixed price. It covers deviations from the accepted quote version. Anything beyond that is a change under section 5 no. 4.
  3. The Customer may not refuse acceptance because of minor defects.
  4. Acceptance is deemed given if the Customer does not refuse it within the period under no. 1, stating at least one defect (§ 640(2) BGB). It is also deemed given once the Customer uses the delivery in production.

9. Defects

  1. If there is a defect, Rock IT remedies it. If remedy fails, the statutory rights apply, limited by section 14.
  2. There is no defect if an error results from changes by the Customer or third parties, from dependencies that were not supplied, or from later updates by Microsoft or third parties.
  3. Claims for defects become time-barred 12 months after acceptance. This does not apply in the cases of section 14 no. 1 or to fraudulently concealed defects.

10. Prices and payment

  1. All prices are fixed prices in euros plus statutory VAT.
  2. Unless the quote says otherwise: 50 % of the fixed price is due on acceptance of the quote, 50 % after successful handover.
  3. If the Customer pays the full fixed price within [14] days of accepting the quote, Rock IT grants a 10 % discount on the fixed price.
  4. Invoices are payable within [14] days of receipt without deduction. Statutory rules apply in case of late payment (§ 288 BGB).
  5. The Customer may only set off undisputed claims or claims established by final judgment.

11. Rights of use

  1. Upon full payment the Customer receives a [non-exclusive / exclusive] right, unlimited in time, territory and content, transferable and sublicensable, to use, modify and pass on the delivered work results, including as part of its own products for its own customers.
  2. Until full payment the Customer may use the results only to test them for acceptance.
  3. Where no copyright arises in parts of the results, for example in mostly AI-generated code, Rock IT leaves them to the Customer to the same extent and asserts no rights of its own in them.
  4. General know-how, tools and building blocks that Rock IT already had or uses independently of the order remain with Rock IT. Where they are contained in the results, the Customer receives a non-exclusive right of use to the extent set out in no. 1.
  5. Open-source or third-party components included are subject to their own licences. Rock IT lists them at handover.
  6. Rock IT does not use the Customer's code or confidential information for other customers.

12. Confidentiality

  1. Both parties treat all non-public information of the other party as confidential and use it only for this order. This applies for [3] years after the end of the contract.
  2. Rock IT stores uploaded files encrypted, logs every access and deletes them [90] days after handover.
  3. Before the first confidential upload the Customer confirms the confidentiality agreement in the App. It supplements this section.
  4. Information is not confidential if it is public through no fault of the receiving party, was lawfully received from third parties, or must be disclosed by law or official order.

13. Use of AI

  1. Rock IT uses AI to analyse requests, ask questions, prepare quotes and write code. In the App the Customer partly communicates directly with an AI.
  2. A person reviews every result before it goes to the Customer. Rock IT is responsible for the work as if it had been produced without AI.
  3. Statements by the AI in the App, such as price ranges or assessments, are non-binding. Only the released quote is binding.
  4. Customer data is not used to train AI models. The privacy policy names the providers used.

14. Liability

  1. Rock IT is liable without limitation for intent and gross negligence, for injury to life, body or health, under the German Product Liability Act and to the extent of any guarantee given.
  2. For slight negligence Rock IT is only liable if it breaches a material contractual obligation, meaning an obligation that makes performance of the contract possible in the first place and on which the Customer may regularly rely. Liability is then limited to the typical, foreseeable damage, and to no more than [the fixed price of the order concerned].
  3. For loss of data Rock IT is only liable for the effort that would have been needed to restore it had the Customer backed up its data properly.
  4. These rules also apply to Rock IT's employees, representatives and vicarious agents.

15. Data protection and data processing

  1. How Rock IT processes the data of App users is set out in the privacy policy.
  2. Where Rock IT processes personal data on the Customer's behalf, for example through access to the repository, the BC environment or test data, the data processing agreement (annex) applies. It is based on the European Commission's standard contractual clauses (Implementing Decision (EU) 2021/915).
  3. The Customer provides test data in anonymised form where possible.

16. References

Rock IT names the Customer as a reference only with the Customer's prior consent.

17. Final provisions

  1. German law applies, excluding the UN Convention on Contracts for the International Sale of Goods (CISG).
  2. If the Customer is a merchant (Kaufmann), a legal entity under public law or a special fund under public law, the place of jurisdiction is Hamburg. Rock IT may also sue at the Customer's registered office.
  3. Changes and additions to a contract require text form. Declarations made in the App are sufficient.
  4. Rock IT may change these terms for future use of the App. A concluded contract is governed by the version in force when the quote was accepted.
  5. If a provision is invalid, the remaining provisions stay valid.
  6. In case of differences between the German and the English version, the German version prevails.

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