General Terms and Conditions

These General Terms and Conditions (hereinafter “T&C”) apply to all contracts between Clouderio, Rathausplatz 12, 61348 Bad Homburg vor der Höhe(hereinafter “Contractor”) and its customers (hereinafter “Client”) concerning IT services, consulting services, software and app development, cloud migration, managed services, IT security audits, and related services.

These T&C apply exclusively to entrepreneurs within the meaning of § 14 of the German Civil Code (BGB), legal entities under public law, and special funds under public law. Contracts with consumers are not covered by these T&C.

Deviating, conflicting, or supplementary general terms and conditions of the Client do not become part of the contract unless their validity is expressly agreed to in writing.

The Contractor’s offers are non-binding unless expressly marked as binding. A contract is concluded when the Client accepts an offer in text form (email is sufficient) or when the Contractor begins performing the services.

The specific scope of services is set out in the respective offer, order form, or a separate statement of work. Oral side agreements require confirmation in text form to be effective.

The Client shall provide, free of charge and in good time:

• all information, data, documents, and access required to perform the services,
• a competent contact person with decision-making authority,
• suitable test and production environments and, where applicable, access to systems, source code, or accounts,
• knowledgeable persons to take part in tests, acceptance, and content reviews.

Delays caused by missing or late cooperation lead to a reasonable extension of deadlines and may be invoiced separately by the Contractor as additional effort.

The Contractor is entitled to engage qualified subcontractors to fulfil the contract. The Contractor remains the Client’s sole contractual partner. For the data-protection arrangements of any disclosures, please refer to the Privacy Policy.

Remuneration is either based on time and material at the agreed hourly or daily rates, or a fixed price according to the individual offer. All prices are in euros plus statutory VAT (VAT ID: DE366341584).

Invoices are due for payment without deduction within 14 days of the invoice date. In the event of late payment, the Client owes default interest of 9 percentage points above the base interest rate (§ 288 (2) BGB) and a flat fee of €40 (§ 288 (5) BGB).

For projects lasting longer than four weeks, the Contractor is entitled to issue monthly interim invoices for services already rendered. For larger projects, an advance payment of up to 30% may be agreed.

Necessary travel costs (2nd class rail, compact rental car, or €0.30/km when using a private car) and accommodation are charged at actual cost against receipts. Unless otherwise agreed, travel time counts as billable working time at 50%.

Deadlines are only binding if they have been expressly designated in writing as “binding” or “fixed”. Otherwise, they are estimated dates.

In the event of delays due to force majeure, strikes, failure of suppliers, or lack of cooperation by the Client, deadlines are extended accordingly.

For work performances (e.g. software development, implementations), acceptance takes place in writing after a successful functional test or acceptance phase. Acceptance may only be refused in the event of material defects.

If the Client does not put the work into operation within 14 days of provision, or refuses acceptance without stating material defects, acceptance is deemed to have been granted.

The Contractor warrants that its services are performed in accordance with the contract. In the event of defects, the Contractor has the right to two attempts at subsequent performance within a reasonable period. If subsequent performance fails, the Client may demand a price reduction or withdraw from the contract.

The limitation period for claims for defects is 12 months from acceptance or performance of the services.

The Contractor is liable without limitation for intent and gross negligence, and for damages resulting from injury to life, body, or health.

In cases of simple negligence, the Contractor is liable only for breach of essential contractual obligations (cardinal obligations) and limited to the typical, foreseeable damage, but at most €25,000 per case of damage or at most the order value of the last 12 months.

Liability for indirect damage, loss of profit, and data loss is excluded in cases of simple negligence if the Client has not carried out reasonable data backups.

The limitations of liability do not apply within the scope of the German Product Liability Act (Produkthaftungsgesetz).

Upon full payment of the remuneration, the Client receives a simple, non-exclusive right of use, unlimited in time and territory, for the contractually agreed purposes in the work results provided by the Contractor (software, concepts, documentation).

Where the Contractor uses standard software, open-source components, or its own frameworks, their respective licences continue to apply unchanged.

Disclosure to third parties or use beyond the purpose of the contract requires a separate written agreement.

Both parties undertake to treat all confidential information of the other party obtained during contract initiation and performance as strictly confidential, and neither to use it outside the purpose of the contract nor to make it accessible to third parties.

This obligation applies for the duration of the business relationship and for a period of three years after its termination.

Both parties comply with the applicable data protection regulations, in particular the GDPR and the German Federal Data Protection Act (BDSG). Where the Contractor processes personal data on behalf of the Client as part of its services, the parties conclude a separate data processing agreement pursuant to Art. 28 GDPR.

In all other respects, the Privacy Policy applies.

For service contracts (maintenance, managed services, support), the minimum contract term is twelve months unless otherwise agreed. The contract is automatically extended by a further twelve months unless terminated with three months’ notice to the end of the respective term.

The right to extraordinary termination for good cause remains unaffected. Terminations must be made in text form.

The law of the Federal Republic of Germany applies, excluding the UN Convention on Contracts for the International Sale of Goods (CISG).

The exclusive place of jurisdiction for all disputes arising from or in connection with this contract is Bad Homburg vor der Höhe, provided the Client is a merchant, a legal entity under public law, or a special fund under public law.

Should individual provisions of these T&C be invalid, the validity of the remaining provisions remains unaffected. The invalid provision shall be replaced by the valid provision that comes closest to the economic purpose of the invalid provision.

Amendments or additions to this contract require text form. This also applies to the waiver of this text form requirement.