1. Scope
These terms apply to all contracts between CoderConda and businesses (§ 14 BGB) for strategy, design, content, consulting, software development and automation, and for the operation and maintenance of those services. Individual agreements in the proposal or the contract prevail. Conflicting terms of the customer apply only if CoderConda has confirmed them in text form.
2. Contract and scope of work
A contract is formed when a proposal is accepted in text form. Scope, outcome, timing, cooperation and fees are defined there. Changes are assessed and confirmed before implementation.
3. Customer cooperation
The customer supplies required information, access, content, contacts and approvals on time and assures that it holds the necessary rights. It indemnifies CoderConda against third-party claims arising from not holding those rights, including reasonable costs of legal defence. Delays may move delivery dates.
4. Fees and payment
Prices, milestones, currency and payment terms follow the proposal. As long as CoderConda applies the small-business rule of § 19 UStG (German VAT Act), no VAT is shown and the amounts stated are final amounts. Third-party costs require agreement. Work may be paused after notice if payment is overdue.
5. Ongoing services and termination
For services with a monthly fee, such as operation, maintenance or ongoing packages, there is no minimum term. The ongoing service can be terminated in text form with one month’s notice to the end of a month. A shorter notice period can be agreed. The right to terminate for good cause is unaffected; for CoderConda, good cause exists in particular if the customer is in arrears with two monthly fees.
6. Review and defects
Deliverables are reviewed after handover. Material deviations from agreed scope must be reported clearly. CoderConda has an opportunity to remedy them.
7. Usage rights
After full payment, the customer receives the rights agreed in the proposal. Pre-existing tools, general know-how and open-source components remain with their respective owners. Reference use requires approval.
8. Data protection in services for the customer
Where CoderConda processes personal data on the customer’s behalf, for example calls, enquiries or customer data in automation and phone assistance, the parties conclude a contract under Art. 28 GDPR before processing begins. Without that contract such data is not processed. Towards the data subjects the customer remains responsible for the lawfulness of the processing.
9. Liability
CoderConda is liable without limitation for intent and gross negligence, for injury to life, body or health, where a guarantee has been given, for defects fraudulently concealed, and under the Product Liability Act.
For simple negligence, CoderConda is liable only for breach of an essential contractual duty. A duty is essential if its fulfilment is what makes proper performance of the contract possible and the customer may regularly rely on it being met. In that case liability is limited to the damage foreseeable at the time the contract was made and typical for it, at most the fee of the contract concerned or, for ongoing services, twelve times the monthly fee.
Otherwise liability is excluded. This applies in particular to lost profit, lost enquiries, ranking losses and indirect damage.
Outside the unlimited liability in the first paragraph, CoderConda is liable for loss of data only up to the effort that restoring it would have taken had the customer made proper and regular backups.
The limitations of liability above also apply for the benefit of CoderConda’s vicarious agents.
10. Law, venue and final provisions
The law of the Federal Republic of Germany applies, excluding the UN Convention on Contracts for the International Sale of Goods. The exclusive venue for all disputes, where the customer is a merchant, a legal entity under public law or a special fund under public law, is CoderConda’s seat. Changes and additions require text form. If a provision is invalid, the contract remains valid otherwise; the statutory rule replaces the invalid provision.