General Terms and Conditions
Version of May 2025
§ 1 General Terms and Conditions
(1) Our general terms and conditions apply exclusively. They apply to all our offers, deliveries, and services. Insofar as the customer did not have the opportunity to take note of them at the time of the contract conclusion, they still apply if the customer was aware of or should have been aware of the general terms and conditions from previous transactions.
(2) Contradictory terms and conditions of the customer that deviate from our general terms and conditions do not apply. If we execute the delivery or service owed to us in knowledge of such customer terms and conditions, we do not acknowledge such customer conditions to the extent that they do not contradict these general terms and conditions.
(3) Our general terms and conditions apply only to businesses, not to consumers.
§ 2 Offer, Conclusion of Contract, Information
(1) The presentation of the offer on the website is merely an invitation to the customer to make an offer. It only contains a general representation of possible service contents and is not binding for contracts.
(2) The content of the contract results from our offer. Here you will find the individual services listed, possibly also by reference to a requirements specification. Services not listed will not be part of the contract.
(3) Deviating from § 312 g Abs. 1 Nr. 1 to 3 BGB, the customer has no right to the provision of technical means for correcting his order, separate information on the technical steps to conclude the contract, information on the storage of the contract, the available languages, and codes of conduct as well as an immediate confirmation of his order.
§ 3 Contract Content, Services
(1) We create the contractual services for the customer compatible with the operating system specified at the time of ordering. Due to the variety of different operating systems, further functionality is not guaranteed and is not subject to the contract.
(2) If the customer desires functionality with certain programs, APIs, interfaces, or specific hardware, this can be booked for an additional fee. Such compatibility is only subject to the contract if it is clearly derived from the order.
(3) Insofar as the project requires contributions from open-source software, third-party programs, or other services from third parties (other programmers, graphic designers, etc.), the customer must provide these at their own cost with all necessary rights (including any potential right of modification) in a quantity and quality suitable for the project. The same applies to the hardware to be provided by the customer.
(4) Costs for third-party software products necessary for the realization of the project are, unless otherwise agreed, not included in the price. Functionalities can only be granted within the framework of the requirements of the third-party software product.
(5) In the case of unforeseen difficulties caused by third parties (hardware, providers, external software or plugin providers, etc.) that lead to additional work, the customer is obliged to pay for the additional effort based on the contractually agreed or locally customary, reasonable compensation.
(6) The customer is informed that content originating from third parties (in particular programs, photos, texts, plans, graphics, maps, audio recordings, videos, animations, and drawings) may be protected by copyright. If the customer provides such materials, they must ensure that they have acquired all necessary rights for them, possibly for a fee. Research on our part regarding conflicting trademark, copyright, or other industrial property rights is not part of the contract and can only be carried out by a lawyer.
(7) We are entitled, at our sole discretion, to perform the service ourselves or to have it provided by knowledgeable third parties as subcontractors.
§ 4 Prices, Payment Terms, Offsetting, Retention
(1) All prices for entrepreneurs are net prices plus the applicable statutory value-added tax, if applicable, unless otherwise agreed.
(2) We are entitled to request a down payment in a reasonable amount upon placing the order. We are also entitled to require reasonable interim payments for services already rendered to the customer or for project parts delivered and to issue partial invoices according to project progress.
(3) The contractual remuneration applies only as far as contractual services are also agreed upon. Additional services are to be compensated according to the contractual rates as per the offer or alternatively based on the locally customary reasonable remuneration. Accompanying services such as user training, documentation, training, support, or similar are not included in the order as standard, but only become part of the contract if expressly agreed.
(4) The customer's payment is due immediately. The customer is hereby informed that he will be in default at the latest 30 days after receipt of the invoice. If the customer is in default of payment, he is obliged under § 288 BGB to pay default interest and the flat-rate compensation regulated therein.
(5) The customer can only set off if his counterclaims have been finally established, are undisputed or have been acknowledged by the contractor, or if the right of offset is based on the customer's rights due to incomplete or defective performance from the same contractual relationship.
(6) We are entitled to exercise a right of retention for all claims arising from the business relationship with the customer.
§ 5 Performance Time
(1) The start of any specified performance time requires the clarification of all technical, legal, and design questions as well as the timely and proper fulfillment of the customer's obligations. The objection of an unfulfilled contract for us remains reserved.
(2) Force majeure or operational disruptions occurring with us or our subcontractors, e.g., due to unrest, strikes, lockouts, which temporarily prevent the contractor from delivering the service by any agreed date or within any agreed period without their own fault, change the performance times by the duration of the service disruption caused by the circumstances. If a corresponding disruption leads to a delay in performance of more than one month or if the customer's interest in fulfilling the contract objectively ceases beforehand, the customer is entitled to withdraw from the contract.
§ 6 Threat to Performance, Insolvency
(1) If it becomes apparent to us after the conclusion of the contract that the (further) fulfillment of the contract is at risk due to the customer's lack of performance capability, we are entitled to refuse the provision of pre-performance under this contract until the corresponding consideration is provided by the customer or security for this is provided.
(2) We are entitled to withdraw from the contract or to terminate it without notice if the customer fails to fulfill the corresponding consideration in exchange or to provide security despite a reasonable grace period.
(3) If the customer is unable to pay or over-indebted, a petition is filed for the opening of insolvency or composition proceedings regarding their assets, or such proceedings are opened, we are entitled to withdraw from the contract or to terminate it without setting a grace period.
(4) If we terminate or withdraw according to paragraphs 2 or 3, we can demand damages instead of performance or reimbursement of expenses from the customer.
§ 7 Customer Participation Obligations, Liability
(1) The customer ensures that we have a contact person for all project-related questions during the project duration during normal working hours, who has the authority to commission additional services in the context of the project at the customer's expense.
(2) The customer is obliged to provide us with all necessary information and data (e.g., hardware and software environment with all required parameters) in a timely manner.
(3) If hardware, software, data, interfaces, and other provisions are not available in a timely and complete manner, we are entitled not to begin the performance according to § 4 para. 1 of these terms or to work provisionally. Subsequent adjustments to the late-delivered provisions are considered a change to the order and are to be compensated additionally according to the contractually agreed, or alternatively, the locally customary, appropriate remuneration.
(4) The customer is obliged to provide required hardware and software as well as other provisions in a common, directly usable digital format. The customer ensures that the necessary usage rights are granted, in particular also reproduction, distribution, and processing rights to the extent required for the implementation of the project and the work of the contractor. The review of the legal permissibility regarding intellectual property and copyright can only be carried out by a lawyer and is not part of the order.
(5) The customer ensures that the hardware, server, and software environment provided by them meets the necessary technical minimum requirements for the project with the software environments to be used.
(6) If the customer provides us with physical or non-physical items, particularly programs or media, which infringe the rights of third parties, the customer is obliged to indemnify the contractor upon first request from any claims by third parties. This particularly includes the costs of legal action.
(7) The customer is obliged to independently perform necessary data backups as part of self-protection, particularly before the start of the order. The contractor is not liable for lost data to the extent that it would still be available with proper data backup by the customer.
(8) The customer agrees that we may name the service for the customer as a reference.
(9) The customer is obliged to maintain confidentiality regarding compensation, details of the service description, and internal communication towards third parties.
§ 8 Default of the Customer, Accepting Default, Withdrawal
(1) If the customer fails to fulfill any of their obligations to cooperate as agreed, the resulting consequences, such as additional services and delays, shall be borne by the customer. We may invoice the client for the additional work performed.
(2) The customer is hereby informed that we work on a project basis and do not take on more than a certain number of projects at the same time. If the customer is in default regarding their obligations to provide information, cooperate, or accept (acceptance) obligations, we are entitled to extend the performance period. This particularly applies when a conflict arises with other projects that we have already scheduled.
(3) Should a delay caused by the customer in the execution of the order exceed three weeks, the customer is obliged to pay for the services rendered by us up to that point and to pay us for the additional time required for re-integration at the time the project is resumed, based on the contractually agreed remuneration or, alternatively, the customary local reasonable compensation.
(4) If the customer does not fulfill their cooperation obligations, particularly under § 7, even after an unsuccessful expiration of a grace period, we can withdraw from the contract and claim damages instead of performance. This particularly includes the compensation already earned and the lost profits (or the unearned overhead contribution) minus any savings made by us.
(5) If the customer terminates the contract without a valid reason, the customer is obliged to pay the agreed remuneration reduced by what we have saved in expenses and what we could have earned through other use of our labor or have negligently failed to earn. Due to our project-based scheduling, alternate acquisition may not be realized on short notice. Alternatively, we are entitled to a claim of 5% of the part of the remuneration that pertains to the services not yet rendered.
§ 9 Project, Performance, Acceptance
(1) The work on the project is provided in project phases. After each project phase, the client will be requested for acceptance; upon acceptance by the client, the next project phase begins.
(2) We will deliver or demonstrate each (partial) work to the client and request acceptance of the partial or total work within a period of one week after each completed project phase (for urgent orders, shorter periods may be chosen). If the client does not express any change requests or objections within this period, the partial work (total work) is deemed accepted, provided it was ready for acceptance, i.e., there were no significant defects in the partial or total work.
(3) The client is obliged to accept within the period of one week after receipt of the acceptance request, as far as the work is ready for acceptance or to communicate any objections. If the client defaults on this obligation, the provisions of this contract regarding the client's obligations to cooperate and the client's delay in acceptance shall apply accordingly.
(4) If the client does not declare acceptance in a timely manner, we will set another deadline for acceptance. We point out that it is treated like an acceptance and the remuneration becomes due if the client does not declare acceptance within the period or refuses without indicating any defects. We will also provide this notice again when setting the deadline.
§ 10 Usage Rights
(1) Upon acceptance and full payment, the customer acquires an exclusive, unlimited usage right to our service, both in time and space. This includes, in particular, the right to exploit, reproduce, publish, edit, and modify the services and works. For partial works created before acceptance, all rights remain with us; we are not obligated to hand over designs created on the computer to the customer.
(2) Insofar as works are used that are licensed under a CC license or an open-source license, those licensing terms apply. In this respect, we only provide the conditions under which the customer can acquire the usage rights to the extent of the relevant open-source license conditions from the author/developer of the open-source component, differing from the rights granted in the project order or the general terms and conditions. No granting of usage rights from us to the customer takes place in this case.
The customer is hereby informed that the distribution—also within a corporation—of open-source components triggers the obligation to comply with the licensing terms of the respective relevant open-source component. This may include supplying license texts, copyright notices, and modification notices, as well as potentially providing source codes, if the licensing terms of the affected open-source component so require.
(3) The handover of the source code is only part of the contract if explicitly agreed upon.
§ 11 Rights of Defects, Statute of Limitations
(1) If the customer makes changes to the service, the warranty shall be void if the customer does not refute a corresponding substantiated claim from the contractor that such a change has caused the defect.
(2) Advertisements from third parties, in particular from manufacturers of the software we use for the service provision, are not binding on us.
(3) As far as the customer is a merchant, the customer's rights due to defects in the service shall expire one year after the delivery or acceptance of the service. This also applies to the customer's rights to compensation for damages or compensation instead of service, including for any damages to other legal goods of the customer that have arisen due to the defect, unless it concerns damages to the life, body, or health of the customer, or we have to bear the defect due to intent or gross negligence.
§ 12 Contract Documents, Security Interest
(1) We reserve all ownership and copyright rights to sketches, program parts, drafts, and other documents. They are not subject to the contract; the customer cannot demand their release.
(2) For our claims against the customer under this contract, the customer grants a contractual security interest in the software and other copyright and intellectual property protected items and rights provided to us for processing. This contractual security interest also secures our other claims against the customer that do not arise directly from the order.
(3) The customer is obliged to provide us with their current address as long as the security interest exists. Otherwise, the customer cannot derive any rights from it if we sell the item or the right in the case of - legitimate - foreclosure sale and the foreclosure notice was sent only to the last address known to us, provided that a new address could not be easily determined from the population register.
§ 13 Mediation
(1) In the event of disputes arising from the business relationship between us and the customer, the parties are obligated to seek an amicable solution. If no agreement is reached, they commit to resolving their differences through mediation before resorting to legal action. The possibility of an expedited procedure through preliminary legal protection remains unaffected.
(2) If one party requests mediation from the other party, both parties are obliged to agree on a mediator within eight days. If this agreement is not reached in time, a legal mediator – primarily those mediators who offer online mediation should be chosen – shall be designated bindingly for the parties upon request of one of the parties by the president of the bar association or a representative at the contractor's location. This is also the location of the mediation, unless the chamber presidency makes a proposal for online mediation. The language of mediation is German, unless all parties agree on another language.
(3) Legal action (or an alternatively agreed arbitration procedure, as applicable) is only permissible once the mediation has failed, because (a) the parties jointly declare the mediation to be terminated, (b) further negotiations are refused by one party after the first mediation session, (c) the mediator declares the mediation to have failed, or (d) no agreement is reached within 3 months after the start of the first mediation session, provided that the parties do not jointly extend the deadline.
(4) The costs of an unsuccessful mediation are to be borne equally by the parties in relation to the mediator. Notwithstanding this regulation in relation to the mediator, the parties are free to demand reimbursement of these costs and those of any accompanying legal advice as legal enforcement costs in subsequent proceedings; then the respective dispute decision applies. If an agreement is reached, the cost arrangement agreed upon shall apply.
§ 14 Data Protection, Jurisdiction, Place of Fulfillment
(1) We collect inventory data (e.g., name, address, and email address, if applicable, services used and all other electronically transmitted data of the customer necessary for the execution of the contract) as far as they are necessary for the establishment, substantive design, or modification of a contractual relationship between us and the customer.
The sharing of customer data may either
• be necessary for the fulfillment of a contract and then permitted pursuant to Art. 6 para. 1 lit. b GDPR or
• be allowed based on our legitimate interest in effective service design according to Art. 6 para. 1 lit. f GDPR,
• be covered by a consent of the customer according to Art. 6 para. 1 lit. a GDPR or
• become necessary if we are lawfully required by a state or authority to hand over your data according to Art. 6 para. 1 lit. c GDPR.
The transfer of the customer’s personal data to third parties occurs solely to the service partners involved in the execution of the contract, such as subcontractors, hosts, and other third parties. If necessary, we have concluded contracts with the third parties that provide for the processing of the data on our behalf. If data is transferred outside the EU, measures are taken to ensure equality of data protection, and any transfer to the USA is only to companies registered with Privacy Shield. In cases of transferring the customer’s personal data to third parties, the scope of the transmitted data is limited to the necessary minimum.
(2) The customer can request information from us at any time free of charge about the personal data we store about the customer. In order to prevent abuse, identification of the customer is required.
The customer can request the correction of incorrect data at any time as well as a restriction of their processing or their deletion. We will promptly correct, block, or delete the personal data of the customer unless there are legal reasons to the contrary.
The customer can request the transfer of data stored about them in a machine-readable format.
If the customer feels that their rights are violated by our data processing, they can file a complaint with the competent supervisory authority.
The customer also has the right to revoke his consent to the storage of his personal data at any time with effect for the future without formalities, e.g., by email to us; this does not affect the lawfulness of the previous data processing. In the event of such notification, the personal data stored about the customer will be deleted unless the data in question is still needed in the context of the contractual relationship or legal regulations prevent deletion. In this case, the deletion will be replaced by a blocking of the relevant personal data.
(3) The customer's data will generally only be stored as long as the purpose of the respective data processing requires it. Further storage is primarily considered if it is still necessary for legal prosecution by us or due to our other legitimate interests or if we are legally required to retain the customer's data (e.g., within the framework of statutory retention periods, which generally amount to 6 or even 10 years).
(4) If the customer is a merchant, our business location is the place of jurisdiction; however, we are entitled to sue the customer at his place of residence or business.
(5) Unless otherwise stated in the order confirmation or the contract, our business location is the place of performance.
