General Terms and Conditions
This English version is provided for convenience only. In case of any discrepancy, the German version is legally binding.
§ 1 Scope
These General Terms and Conditions apply exclusively towards entrepreneurs within the meaning of § 14 BGB, legal entities under public law or special funds under public law.
They apply to all contracts between Huelake Software Solutions UG (haftungsbeschränkt) (“Huelake”) and the client covering software development, SaaS services, desktop applications, hosting, maintenance, consulting, IT security services, support and other IT services.
Conflicting or deviating terms and conditions of the client do not apply unless Huelake expressly agrees to their validity in writing.
§ 2 Conclusion of contract and communication
Offers by Huelake are subject to change and non-binding unless they are expressly marked as binding.
The nature and scope of the services are governed by the respective offer, the service description, project agreements, service level agreements (SLA) and these General Terms and Conditions.
In the event of contradictions, the following order of precedence applies:
1. Individual offer or specific contract 2. Service description / project description 3. SLA or maintenance agreement 4. These General Terms and Conditions
Communication, coordination, approvals, change requests and decisions may also take place by email, ticket system or Microsoft Teams, provided they are documented in a traceable manner.
§ 3 Scope of services and change requests
Huelake provides the agreed services in accordance with the current state of the art.
Services that have not been expressly agreed are not owed.
Changes, extensions or additional requirements outside the agreed scope of services are treated as change requests and are remunerated separately.
Agile development approaches, sprint planning, backlogs or similar procedures serve flexible project management and do not constitute a guarantee of particular features, results or dates unless expressly agreed.
§ 4 Client duties to cooperate
The client shall provide all information, contact persons, access, test data, systems, approvals and decisions required for the provision of services in good time.
Delays or additional effort caused by late or insufficient cooperation on the part of the client shall not be to the detriment of Huelake and shall extend agreed deadlines appropriately.
The client is responsible for backing up its data unless a separate agreement on backup or restore services has been concluded.
§ 5 Dates and provision of services
Stated dates and deadlines are only binding if they have been expressly agreed in writing as binding.
Delivery and performance periods shall be extended appropriately in the event of force majeure, official measures, outages of infrastructure or third-party providers, cyber attacks, strikes or other circumstances for which Huelake is not responsible.
Huelake is entitled to provide partial services insofar as this is reasonable for the client.
§ 6 Acceptance of work performances
Where work performances are owed, the client shall inspect and accept the service within 10 working days of it being provided.
The service is deemed accepted if:
- no material defects are reported within the inspection period, - the software is used productively, - or acceptance is unreasonably refused for other reasons.
Insignificant defects do not entitle the client to refuse acceptance.
§ 7 Remuneration and payment terms
Remuneration is based on time and material or on a fixed price in accordance with the offer.
Unless agreed otherwise, invoices are due within 14 days net without deduction.
In the event of default in payment, Huelake is entitled to:
- claim statutory default interest, - temporarily suspend services, - block access or SaaS services until payment has been settled, - make further services dependent on advance payment.
§ 8 Rights of use and intellectual property
Upon full payment, the client receives the rights of use agreed in the respective contract to the individually created work results.
Unless expressly agreed otherwise, the client receives a simple, non-transferable right of use for its own business purposes.
All rights to pre-existing software, frameworks, libraries, modules, templates, scripts, concepts, methods, tools, development tools, CI/CD configurations, infrastructure components and general know-how remain with Huelake or the respective rights holders.
The use of open source software is permitted. The respective licence terms of the third-party providers apply in addition.
Source code, development environments, build pipelines or repository access are only handed over if this has been expressly agreed.
§ 9 SaaS, hosting and cloud services
Where Huelake provides SaaS, hosting or cloud services, this takes place within the technical, operational and economic possibilities.
Uninterrupted or error-free availability is not owed unless a separate SLA agreement exists.
Planned maintenance, security updates and technical changes may lead to temporary restrictions.
The client is responsible for the lawfulness of the content and data it stores or processes.
§ 10 Support and maintenance
Support, maintenance or response times only exist where these have been expressly agreed.
Without a separate agreement, Huelake does not in particular owe:
- 24/7 availability, - guaranteed response times, - fixed recovery times, - permanent monitoring of the systems.
§ 11 IT security
Huelake provides security services in accordance with the current state of the art. Complete freedom from security vulnerabilities, malware or cyber attacks cannot, however, be guaranteed.
The client is obliged to implement provided updates, security patches and recommended configuration measures promptly.
§ 12 Third-party providers and external services
Services may rely on services or infrastructure of third parties, in particular Microsoft, Azure, AWS, Google, OpenAI, GitHub or comparable providers.
Huelake is only liable for outages, changes, restrictions or security incidents of such third-party providers to the extent that Huelake is responsible for them.
§ 13 Confidentiality and data protection
Both parties undertake to keep all confidential information secret and to use it exclusively for the purposes of the cooperation.
This obligation continues to apply after the end of the contractual relationship.
Where Huelake processes personal data on behalf of the client, the parties conclude a separate data processing agreement pursuant to Art. 28 GDPR.
§ 14 Reference to the client
Huelake is entitled to use the name and logo of the client as a reference for marketing purposes unless the client expressly objects.
§ 15 Warranty
The warranty is governed by the statutory provisions unless otherwise stipulated below.
The client shall report obvious defects in writing without undue delay.
In the event of defects, Huelake shall first be given the opportunity to provide subsequent performance.
§ 16 Liability
Huelake is liable without limitation in cases of intent, gross negligence, injury to life, body or health as well as in cases of mandatory statutory liability.
In the case of simple negligence, Huelake is only liable for the breach of material contractual obligations (“cardinal obligations”). In such cases, liability is limited to the typically foreseeable damage.
Liability is limited in amount to the order value or, in the case of continuing obligations, to the remuneration of the last 12 months.
Liability for lost profit, indirect damage, consequential damage, loss of data or economic results that fail to materialise only exists in cases of intent or gross negligence.
The client is obliged to take reasonable measures to minimise damage and to secure data.
§ 17 Contract term and termination
Continuing obligations are automatically extended by the agreed term unless they are terminated with 30 days notice to the end of the term.
The right to extraordinary termination for good cause remains unaffected.
After the end of the contract, Huelake may delete stored data after a reasonable period unless statutory retention obligations exist.
§ 18 Final provisions
The law of the Federal Republic of Germany applies, excluding the UN Convention on Contracts for the International Sale of Goods.
The place of jurisdiction for all disputes arising from or in connection with the contractual relationship is, to the extent legally permitted, the registered office of Huelake.
Should individual provisions of these General Terms and Conditions be or become wholly or partly invalid, the validity of the remaining provisions remains unaffected.
Amendments or additions to these General Terms and Conditions require at least text form.