General Terms & Conditions (AGB)
Last updated: 02 February 2026
"These Terms govern the business relationship between Miriclest UG (haftungsbeschränkt) and its B2B clients. They are based on the laws of the Federal Republic of Germany. "
1. Scope & Validity
These General Terms and Conditions ('Terms') apply to all contracts, services, and deliverables provided by Miriclest UG (haftungsbeschränkt) ('Company') to its business clients ('Client'). Deviating or conflicting terms of the Client shall not apply unless explicitly agreed to in writing.
Product-Specific Terms: Please note that our proprietary digital products, SaaS solutions, and internal developer platforms are governed by their own specific End User License Agreements (EULA) or Terms of Use. In the event of a conflict between these General Terms and a specific Product Policy, the Product Policy shall prevail for that specific product.
2. Services & Service Evolution
The specific scope of services (e.g., Strategic Audit, Custom Engineering, Governance) is defined in the applicable Statement of Work (SOW).
Continuous Improvement: We continuously develop and improve our internal tools, methodologies, and proprietary software. We reserve the right to modify, update, or discontinue specific features of our proprietary software at any time, provided such changes do not materially degrade the agreed-upon performance of a current SOW.
3. Client Cooperation
Success requires collaboration. The Client agrees to provide necessary access (APIs, codebases, documentation), data, and decisions in a timely manner. Delays caused by the Client may result in timeline adjustments and may impact the fee structure if additional resources are required.
4. Remuneration & Default
Fees are net prices plus statutory VAT. Invoices are due immediately without deduction unless stated otherwise in the SOW.
Default: If payment is delayed, we charge statutory default interest (currently 9 percentage points above the base rate pursuant to § 288 BGB). We reserve the right to suspend services ('Right of Retention') until outstanding claims are settled.
5. Intellectual Property & Proprietary Rights
5.1. Miriclest Background IP & Independent Developments
Miriclest retains exclusive, worldwide, perpetual ownership of all its intellectual property, whether pre-existing or developed independently during the engagement, including but not limited to:
(a) Proprietary software products, SaaS platforms, and internal developer tools;
(b) Source code libraries, reusable frameworks, algorithms, and APIs;
(c) Methodologies, diagnostic tools, and analysis engines;
(d) Any improvements, enhancements, or modifications made to the foregoing items;
(e) New Products & Future Developments: Any new software products, modules, or independent IP assets created by Miriclest during the term of this Agreement that are not explicitly defined as 'Client Deliverables' in a specific SOW.
The Client acknowledges that they obtain no ownership rights to these items. Instead, the Client is granted a non-exclusive, non-transferable license to use them solely as embedded within the final Deliverables for their internal business purposes.
5.2. Client Deliverables (Foreground IP)
Upon full and final payment of all agreed fees, ownership of the specific work results created exclusively for the Client under the SOW ('Foreground IP') shall be transferred to the Client. This typically includes custom-developed application code, specific configuration files, and tailored reports. This transfer explicitly excludes any underlying Background IP embedded therein.
5.3. Residual Knowledge & Know-How
The Client agrees that any general concepts, business ideas, proposals, methodologies, know-how, and techniques shared or developed by the Company during the engagement are part of our intellectual capital. We retain the unrestricted right to use and apply such knowledge and ideas for any purpose, including for other client engagements. The Client acknowledges that our work may result in deliverables for other clients that have similarities to the Client's Deliverables. Nothing in this agreement shall be construed to limit our right to develop and distribute materials that are similar or identical, provided we do not breach our confidentiality obligations by using the Client's Confidential Information.
6. Confidentiality
Both parties agree to treat all non-public information received from the other party as confidential ('Confidential Information'). This includes business plans, client lists, financial information, technical data, and project details. Each party agrees not to disclose the other's Confidential Information to any third party and to use it solely for the purpose of fulfilling their obligations under the SOW. This obligation shall survive the termination of this agreement for a period of three (3) years.
7. Liability (Statutory Compliance)
To ensure this contract is valid under German Law:
1. Intent & Gross Negligence: We are liable without limitation for damages caused by intent ('Vorsatz') or gross negligence ('Grobe Fahrlässigkeit'), as well as for injury to life, body, or health.
2. Slight Negligence: For slight negligence ('Leichte Fahrlässigkeit'), we are only liable for the breach of essential contractual obligations ('Kardinalpflichten'). In such cases, liability is limited to the typically foreseeable damage at the time of contract conclusion. Liability for indirect damages, lost profits, or useless expenses is excluded in cases of slight negligence.
8. Data Protection
We process personal data in compliance with the GDPR. If we process data on your behalf (e.g., accessing your user database during an audit), the parties shall conclude a standard Data Processing Agreement (AVV/DPA) pursuant to Art. 28 GDPR.
9. Final Provisions
Governing Law: The laws of the Federal Republic of Germany apply.
Jurisdiction: The exclusive place of jurisdiction for all disputes is Düsseldorf, Germany.
Severability: Should any provision be invalid, the remaining provisions remain unaffected.