©2025 undefault
terms and conditions
scope, form
a. these general terms and conditions ("gtc") apply to all our business relationships with the client. the gtc apply only if the client is an entrepreneur (§ 14 bgb), a legal entity under public law, or a special fund under public law.
b. our gtc apply exclusively. deviating, conflicting, or supplementary terms and conditions of the client shall only become part of the contract if we have expressly agreed to their validity. this requirement of consent applies in any case, for example, even if we carry out the delivery without reservation in the knowledge of conflicting or supplementary terms and conditions of the client.
c. individual agreements and statements in our offers and service descriptions take precedence over the gtc.
d. legally significant declarations and notifications by the client concerning the contract (e.g., setting of deadlines, notice of defects, withdrawal, or reduction) must be made in writing. unless otherwise specified, "written" within the meaning of these gtc also includes the legal form of written and text form (e.g., letter, email, fax). statutory formal requirements and further evidence, especially in cases of doubt about the legitimacy of the declarant, remain unaffected.
conclusion and performance of contract, description of services, drafts
a. the client may accept our offers and the respective attached service description within fourteen (14) days by sending us a written order confirmation, whereby the receipt of the order confirmation by us is decisive. the period for acceptance of the offer begins on the day after the offer is sent by us and ends on the fourteenth day following the sending of the offer. if the client does not accept our offer within the aforementioned period, this shall be deemed as a rejection of the offer, with the consequence that we are no longer bound by our offer.
b. the service description in particular describes the technical implementation of the client's design specifications and defines the contractual partial services and the overall service ("contractual services"). we develop the service description in close coordination and cooperation with the client.
c. our contractual services are provided gradually according to the timetable specified in the offer or service description. in particular, the parties agree on the timing of when initial drafts are to be submitted and when the partial services or the overall service are to be made ready for acceptance.
d. unless otherwise agreed, we develop and test functionality for web projects with common browsers and devices. this includes the browsers chrome, firefox, safari, and microsoft edge, each downwards compatible for two previous versions of the current publicly available browser version at the time of contract conclusion. the tested screen resolutions include: desktop (1512x982 pixels (e.g., macbooks) and 1440x1024 pixels (e.g., laptops)), tablet (1194x834 pixels), and mobile (390x844 pixels (e.g., iphones) and 360x800 pixels (e.g., android)).
client's obligations to cooperate and default, information
a. the client is obliged to cooperate to the extent stipulated in the offer or service description or arising from its statutory or contractual obligations. in particular, the client participates in the creation of the materials necessary for contract execution, such as texts, images, graphics, files, and content of any kind or format, source code, scripts, third-party software, etc. ("material"), or provides them after agreement.
b. if no specific deadline has been agreed for the client's cooperation, it shall be provided upon our request within a period of five (5) working days.
c. if the client is in default of acceptance, fails to perform an act of cooperation, or delays our delivery or (partial) performance for other reasons attributable to the client, we are entitled to claim compensation for the damage incurred, including additional expenses (e.g., overtime, third-party provisioning fees). for this purpose, we charge a lump sum compensation of eight hundred (800) eur per working day, starting from the previously specified day of the act of cooperation or - in the absence of such a specification - from the notification of our readiness to perform after the deadline specified in section 3.2. the proof of higher damages and our statutory claims (in particular compensation for additional expenses, reasonable compensation, termination) remain unaffected; however, the lump sum shall be credited towards further monetary claims. the client is entitled to prove that no damage has been incurred or only significantly less damage than the lump sum mentioned above has been incurred by us.
d. we shall inform the client of the project's status and the contractual services upon request.
changes to services
a. until acceptance of partial or overall performance, the client is entitled to request changes to the content and scope of the services.
b. if changes result in a not insignificant delay, cause significant additional effort, or render previous services useless, we will inform the client about the expected delay and the additional costs incurred thereby. if the parties do not subsequently agree on an appropriate adjustment of the agreed remuneration, we are entitled to reject the change request. this does not apply if the client compensates for the consequences of the change by waiving other parts of the service.
c. a written supplementary agreement must be reached before the execution of any changes, specifying additional remuneration and changes to the schedule and milestones in particular.
remuneration
a. unless otherwise specified, the parties agree on a lump-sum remuneration for the provision of the contractual services specified in the offer or service description. the entitlement to remuneration becomes due as follows:
50% of the lump sum at the start of the project (before performance of services)
50% of the lump sum upon completion of the project (upon complete performance and after acceptance or utilization of all owed services).
b. regardless of this, down payments are to be made at our request after complete delivery and acceptance of the partial services specified in the offer or service description in the amount of the respective shares minus 10% retention until completion of the project and acceptance of the overall service. we may invoice for partial services at the end of each month.
c. the agreed prices are, unless otherwise stated, fixed prices and are net plus applicable statutory value-added tax. this includes all deliveries and services including the granting of usage rights.
excluded from this are separately chargeable travel and licensing costs reimbursed by the client.
d. for optional (additional) services, a reasonable, market-standard remuneration is separately agreed upon in the offer or service description or upon subsequent commissioning.
ancillary services with indefinite term, termination
a. if the client commissions us with services to be provided periodically for an indefinite period in connection with the contractual services ("ancillary services"), which we can provide ourselves or through subcontractors (in particular for domain rental, hosting, software rental, etc.), both parties have the right to terminate the respective ancillary service with a notice period of three months to the end of the contract year.
b. the right to terminate for cause remains unaffected. a reason for termination for cause exists in particular if the client breaches its obligations under sections 3, 5, or 8, or we breach our obligations under sections 2 or 7. section 9 shall apply accordingly.
copyrights and usage rights
a. the client has the exclusive right to use the respective contractual services (in particular, consulting products and concepts, analyses, brand books, advertisements, websites). the client is considered the creator of databases created as part of the contractual services.
b. for components of the contractual services, such as design or specific content (especially texts, images, files, and content of any kind or format, source codes, scripts, programs, apis), that are provided wholly or partly by undefault, its employees, or subcontractors, the following provisions apply:
i. undefault transfers or grants the client the exclusive, unlimited usage rights in terms of time, geography, and content to all protected contractual services, particularly copyright or related rights. this applies to the entirety as well as all partial services (such as photographs, instructions, documentation). the rights granted include all types of use necessary for their application, particularly the rights of reproduction, distribution, public access, modification, and transformation, as well as the right to rework and further develop for the client's own business purposes. the rights granted, however, do not include further use for the benefit of third parties not affiliated with the client within the meaning of § 15 aktg or for decompilation. usage or implementation of the contractual services in printed form is only permitted against separate, reasonable compensation. the client can grant sublicenses and further transfer the granted usage rights to the aforementioned extent.
ii. the client grants undefault a revocable usage right, limited to important reasons, which is unlimited in terms of time, geography, and content and transferable to all protected contractual services (including the overall service and all partial services) for use and public access exclusively for advertising purposes (e.g., as a showcase or reference project), particularly from copyright or related rights.
c. if other protectable services (especially texts, images, files, and content of any kind or format, source codes, scripts, programs, apis) not specifically developed for the client are provided as contractual services, a simple license is granted or transferred according to the preceding provisions; granting sublicenses is excluded unless necessary for the intended use of the contractual service. if third-party rights are involved, who are not undefault's employees or subcontractors, undefault will deliver the necessary licensing documents against a receipt acknowledgment.
d. the rights are granted upon completion of the project and delivery of all contractual services, subject to the full payment of the agreed compensation.
e. mandatory moral rights remain unaffected, particularly the right to recognition of authorship and to be named as the author in the usual form according to § 13 urhg. the client will reference undefault in the usual form in the print and digital products (such as brochures, catalogs, advertising materials, in the imprint of their website, etc.) that undefault has provided as a contractual service or in which undefault's contractual services are used.
f. the registration of intellectual property rights, particularly national or european trademarks or design rights, including all preparatory actions (e.g., trademark conflict checks), is solely at the discretion and responsibility of the client.
rights of use and third-party rights to client materials,
a. the client has the exclusive right to use the respective contractual services (in particular, consulting products and concepts, analyses, brand books, advertisements, websites). the client is considered the creator of databases created as part of the contractual services.
b. for components of the contractual services, such as design or specific content (especially texts, images, files, and content of any kind or format, source codes, scripts, programs, apis), that are provided wholly or partly by undefault, its employees, or subcontractors, the following provisions apply:
i. undefault transfers or grants the client the exclusive, unlimited usage rights in terms of time, geography, and content to all protected contractual services, particularly copyright or related rights. this applies to the entirety as well as all partial services (such as photographs, instructions, documentation). the rights granted include all types of use necessary for their application, particularly the rights of reproduction, distribution, public access, modification, and transformation, as well as the right to rework and further develop for the client's own business purposes. the rights granted, however, do not include further use for the benefit of third parties not affiliated with the client within the meaning of § 15 aktg or for decompilation. usage or implementation of the contractual services in printed form is only permitted against separate, reasonable compensation. the client can grant sublicenses and further transfer the granted usage rights to the aforementioned extent.
ii. the client grants undefault a revocable usage right, limited to important reasons, which is unlimited in terms of time, geography, and content and transferable to all protected contractual services (including the overall service and all partial services) for use and public access exclusively for advertising purposes (e.g., as a showcase or reference project), particularly from copyright or related rights.
c. if other protectable services (especially texts, images, files, and content of any kind or format, source codes, scripts, programs, apis) not specifically developed for the client are provided as contractual services, a simple license is granted or transferred according to the preceding provisions; granting sublicenses is excluded unless necessary for the intended use of the contractual service. if third-party rights are involved, who are not undefault's employees or subcontractors, undefault will deliver the necessary licensing documents against a receipt acknowledgment.
d. the rights are granted upon completion of the project and delivery of all contractual services, subject to the full payment of the agreed compensation.
e. mandatory moral rights remain unaffected, particularly the right to recognition of authorship and to be named as the author in the usual form according to § 13 urhg. the client will reference undefault in the usual form in the print and digital products (such as brochures, catalogs, advertising materials, in the imprint of their website, etc.) that undefault has provided as a contractual service or in which undefault's contractual services are used.
f. the registration of intellectual property rights, particularly national or european trademarks or design rights, including all preparatory actions (e.g., trademark conflict checks), is solely at the discretion and responsibility of the client.
third-party rights to client materials, indemnification
a. the client guarantees that the material provided by them is free of third-party rights and its publication does not violate any applicable laws.
b. if a third party asserts their rights against undefault due to the use of the work results delivered by undefault or other services related to the material provided by the client, undefault will inform the client. the client will support undefault in defending such claims, indemnify undefault upon first request from all related claims of the third party, and compensate undefault for any damages incurred due to the third party's rights, including any court and attorney fees incurred for legal defense.
c. if undefault is to acquire protected materials for the client, the costs incurred for this are to be reimbursed, and the additional effort is to be compensated at the agreed rate; if no agreement exists, the parties will conclude a separate agreement for appropriate and market-based compensation.
liability
a. in cases of intent and gross negligence, undefault is liable according to statutory provisions.
b. in cases of simple negligence, undefault is only liable if it involves the breach of a fundamental contractual obligation. in this case, undefault's liability is limited to foreseeable, contract-typical damages at the time of contract conclusion. a fundamental contractual obligation is a duty whose fulfillment makes the proper execution of the contract possible in the first place or whose breach endangers the achievement of the contract's purpose, and compliance with which the other party may regularly rely on.
c. the above limitations of liability also apply in favor of undefault's legal representatives, employees, and agents.
d. claims for damages under the product liability act (prodhaftg) and in cases of injury to life, body, or health remain unaffected by the above limitations of liability.
data protection, order processing, legal compliance
a. the parties will comply with the applicable data protection regulations.
b. if and to the extent that undefault does not merely have accidental and limited access to personal data of the client in individual cases but processes them on behalf of the client, the parties will conclude a customary order processing agreement according to art. 28 gdpr before the processing begins.
c. the responsibility for the legal compliance of the use of data protection-relevant contractual services (particularly the use of cookies and similar technologies as well as third-party plugins) lies solely with the client.
arbitration
a. if there is a dispute between the parties regarding the presence of a defect or technical error or the existence of the contractually agreed functionality of the contractual services, these questions will be bindingly resolved for both parties by an arbitrator. the arbitrator will be appointed upon the request of either party by the german association for law and informatics (dgri).
b. the parties commit to supporting the arbitrator to the best of their ability and granting them the rights of a court-appointed expert, particularly providing all requested information, documents, programs, and objects, granting access to their premises if necessary, providing technical equipment, and instructing employees or third parties to support them. the arbitrator may interpret the lack of cooperation to the detriment of the respective party after prior notice.
c. the arbitrator is obliged to hear the parties in writing or – if requested by either party – orally before issuing their opinion. the opinion must be written and justified if requested by either party.
d. the party requesting the arbitration bears the upfront costs of the arbitration. the arbitrator will determine the final cost allocation at their discretion, considering the outcome of the arbitration.
collateral agreements, assignment exclusion, final provisions
a. collateral agreements of any form, unless explicitly documented in the offer or service description, have not been made.
b. the assignment of rights from the contractual relationship requires the prior written consent of the other party. this does not apply to the assignment of payment claims. § 354a hgb remains unaffected.
c. the place of performance for mutual services owed is undefault's business location specified in the offer.
d. these general terms and conditions and the contractual relationship between undefault and the client are governed by the laws of the federal republic of germany, excluding international uniform law.
e. if the client is a merchant within the meaning of the commercial code, a legal entity under public law, or a special fund under public law, the exclusive – including international – place of jurisdiction for all disputes arising directly or indirectly from the contractual relationship is undefault's business location in hamburg. the same applies if the client is an entrepreneur (§ 14 bgb). however, undefault is also entitled in all cases to bring an action at the place of performance of the obligation according to these general terms and conditions or a prevailing individual agreement or at the client's general place of jurisdiction. priority statutory provisions, particularly those regarding exclusive jurisdiction, remain unaffected.
f. should any provision of these general terms and conditions or individual agreements from our contractual relationship with the client be invalid or unenforceable, the validity of the contract as a whole remains unaffected. the parties will endeavor to replace the invalid or unenforceable provision with a valid and enforceable regulation that comes as close as possible to the economic intent of the invalid or unenforceable provision. the same applies in the event of a regulatory gap.
terms and conditions
©2025 undefault
scope, form
a. these general terms and conditions ("gtc") apply to all our business relationships with the client. the gtc apply only if the client is an entrepreneur (§ 14 bgb), a legal entity under public law, or a special fund under public law.
b. our gtc apply exclusively. deviating, conflicting, or supplementary terms and conditions of the client shall only become part of the contract if we have expressly agreed to their validity. this requirement of consent applies in any case, for example, even if we carry out the delivery without reservation in the knowledge of conflicting or supplementary terms and conditions of the client.
c. individual agreements and statements in our offers and service descriptions take precedence over the gtc.
d. legally significant declarations and notifications by the client concerning the contract (e.g., setting of deadlines, notice of defects, withdrawal, or reduction) must be made in writing. unless otherwise specified, "written" within the meaning of these gtc also includes the legal form of written and text form (e.g., letter, email, fax). statutory formal requirements and further evidence, especially in cases of doubt about the legitimacy of the declarant, remain unaffected.
conclusion and performance of contract, description of services, drafts
a. the client may accept our offers and the respective attached service description within fourteen (14) days by sending us a written order confirmation, whereby the receipt of the order confirmation by us is decisive. the period for acceptance of the offer begins on the day after the offer is sent by us and ends on the fourteenth day following the sending of the offer. if the client does not accept our offer within the aforementioned period, this shall be deemed as a rejection of the offer, with the consequence that we are no longer bound by our offer.
b. the service description in particular describes the technical implementation of the client's design specifications and defines the contractual partial services and the overall service ("contractual services"). we develop the service description in close coordination and cooperation with the client.
c. our contractual services are provided gradually according to the timetable specified in the offer or service description. in particular, the parties agree on the timing of when initial drafts are to be submitted and when the partial services or the overall service are to be made ready for acceptance.
d. unless otherwise agreed, we develop and test functionality for web projects with common browsers and devices. this includes the browsers chrome, firefox, safari, and microsoft edge, each downwards compatible for two previous versions of the current publicly available browser version at the time of contract conclusion. the tested screen resolutions include: desktop (1512x982 pixels (e.g., macbooks) and 1440x1024 pixels (e.g., laptops)), tablet (1194x834 pixels), and mobile (390x844 pixels (e.g., iphones) and 360x800 pixels (e.g., android)).
client's obligations to cooperate and default, information
a. the client is obliged to cooperate to the extent stipulated in the offer or service description or arising from its statutory or contractual obligations. in particular, the client participates in the creation of the materials necessary for contract execution, such as texts, images, graphics, files, and content of any kind or format, source code, scripts, third-party software, etc. ("material"), or provides them after agreement.
b. if no specific deadline has been agreed for the client's cooperation, it shall be provided upon our request within a period of five (5) working days.
c. if the client is in default of acceptance, fails to perform an act of cooperation, or delays our delivery or (partial) performance for other reasons attributable to the client, we are entitled to claim compensation for the damage incurred, including additional expenses (e.g., overtime, third-party provisioning fees). for this purpose, we charge a lump sum compensation of eight hundred (800) eur per working day, starting from the previously specified day of the act of cooperation or - in the absence of such a specification - from the notification of our readiness to perform after the deadline specified in section 3.2. the proof of higher damages and our statutory claims (in particular compensation for additional expenses, reasonable compensation, termination) remain unaffected; however, the lump sum shall be credited towards further monetary claims. the client is entitled to prove that no damage has been incurred or only significantly less damage than the lump sum mentioned above has been incurred by us.
d. we shall inform the client of the project's status and the contractual services upon request.
changes to services
a. until acceptance of partial or overall performance, the client is entitled to request changes to the content and scope of the services.
b. if changes result in a not insignificant delay, cause significant additional effort, or render previous services useless, we will inform the client about the expected delay and the additional costs incurred thereby. if the parties do not subsequently agree on an appropriate adjustment of the agreed remuneration, we are entitled to reject the change request. this does not apply if the client compensates for the consequences of the change by waiving other parts of the service.
c. a written supplementary agreement must be reached before the execution of any changes, specifying additional remuneration and changes to the schedule and milestones in particular.
remuneration
a. unless otherwise specified, the parties agree on a lump-sum remuneration for the provision of the contractual services specified in the offer or service description. the entitlement to remuneration becomes due as follows:
50% of the lump sum at the start of the project (before performance of services)
50% of the lump sum upon completion of the project (upon complete performance and after acceptance or utilization of all owed services).
b. regardless of this, down payments are to be made at our request after complete delivery and acceptance of the partial services specified in the offer or service description in the amount of the respective shares minus 10% retention until completion of the project and acceptance of the overall service. we may invoice for partial services at the end of each month.
c. the agreed prices are, unless otherwise stated, fixed prices and are net plus applicable statutory value-added tax. this includes all deliveries and services including the granting of usage rights.
excluded from this are separately chargeable travel and licensing costs reimbursed by the client.
d. for optional (additional) services, a reasonable, market-standard remuneration is separately agreed upon in the offer or service description or upon subsequent commissioning.
ancillary services with indefinite term, termination
a. if the client commissions us with services to be provided periodically for an indefinite period in connection with the contractual services ("ancillary services"), which we can provide ourselves or through subcontractors (in particular for domain rental, hosting, software rental, etc.), both parties have the right to terminate the respective ancillary service with a notice period of three months to the end of the contract year.
b. the right to terminate for cause remains unaffected. a reason for termination for cause exists in particular if the client breaches its obligations under sections 3, 5, or 8, or we breach our obligations under sections 2 or 7. section 9 shall apply accordingly.
copyrights and usage rights
a. the client has the exclusive right to use the respective contractual services (in particular, consulting products and concepts, analyses, brand books, advertisements, websites). the client is considered the creator of databases created as part of the contractual services.
b. for components of the contractual services, such as design or specific content (especially texts, images, files, and content of any kind or format, source codes, scripts, programs, apis), that are provided wholly or partly by undefault, its employees, or subcontractors, the following provisions apply:
i. undefault transfers or grants the client the exclusive, unlimited usage rights in terms of time, geography, and content to all protected contractual services, particularly copyright or related rights. this applies to the entirety as well as all partial services (such as photographs, instructions, documentation). the rights granted include all types of use necessary for their application, particularly the rights of reproduction, distribution, public access, modification, and transformation, as well as the right to rework and further develop for the client's own business purposes. the rights granted, however, do not include further use for the benefit of third parties not affiliated with the client within the meaning of § 15 aktg or for decompilation. usage or implementation of the contractual services in printed form is only permitted against separate, reasonable compensation. the client can grant sublicenses and further transfer the granted usage rights to the aforementioned extent.
ii. the client grants undefault a revocable usage right, limited to important reasons, which is unlimited in terms of time, geography, and content and transferable to all protected contractual services (including the overall service and all partial services) for use and public access exclusively for advertising purposes (e.g., as a showcase or reference project), particularly from copyright or related rights.
c. if other protectable services (especially texts, images, files, and content of any kind or format, source codes, scripts, programs, apis) not specifically developed for the client are provided as contractual services, a simple license is granted or transferred according to the preceding provisions; granting sublicenses is excluded unless necessary for the intended use of the contractual service. if third-party rights are involved, who are not undefault's employees or subcontractors, undefault will deliver the necessary licensing documents against a receipt acknowledgment.
d. the rights are granted upon completion of the project and delivery of all contractual services, subject to the full payment of the agreed compensation.
e. mandatory moral rights remain unaffected, particularly the right to recognition of authorship and to be named as the author in the usual form according to § 13 urhg. the client will reference undefault in the usual form in the print and digital products (such as brochures, catalogs, advertising materials, in the imprint of their website, etc.) that undefault has provided as a contractual service or in which undefault's contractual services are used.
f. the registration of intellectual property rights, particularly national or european trademarks or design rights, including all preparatory actions (e.g., trademark conflict checks), is solely at the discretion and responsibility of the client.
rights of use and third-party rights to client materials,
a. the client has the exclusive right to use the respective contractual services (in particular, consulting products and concepts, analyses, brand books, advertisements, websites). the client is considered the creator of databases created as part of the contractual services.
b. for components of the contractual services, such as design or specific content (especially texts, images, files, and content of any kind or format, source codes, scripts, programs, apis), that are provided wholly or partly by undefault, its employees, or subcontractors, the following provisions apply:
i. undefault transfers or grants the client the exclusive, unlimited usage rights in terms of time, geography, and content to all protected contractual services, particularly copyright or related rights. this applies to the entirety as well as all partial services (such as photographs, instructions, documentation). the rights granted include all types of use necessary for their application, particularly the rights of reproduction, distribution, public access, modification, and transformation, as well as the right to rework and further develop for the client's own business purposes. the rights granted, however, do not include further use for the benefit of third parties not affiliated with the client within the meaning of § 15 aktg or for decompilation. usage or implementation of the contractual services in printed form is only permitted against separate, reasonable compensation. the client can grant sublicenses and further transfer the granted usage rights to the aforementioned extent.
ii. the client grants undefault a revocable usage right, limited to important reasons, which is unlimited in terms of time, geography, and content and transferable to all protected contractual services (including the overall service and all partial services) for use and public access exclusively for advertising purposes (e.g., as a showcase or reference project), particularly from copyright or related rights.
c. if other protectable services (especially texts, images, files, and content of any kind or format, source codes, scripts, programs, apis) not specifically developed for the client are provided as contractual services, a simple license is granted or transferred according to the preceding provisions; granting sublicenses is excluded unless necessary for the intended use of the contractual service. if third-party rights are involved, who are not undefault's employees or subcontractors, undefault will deliver the necessary licensing documents against a receipt acknowledgment.
d. the rights are granted upon completion of the project and delivery of all contractual services, subject to the full payment of the agreed compensation.
e. mandatory moral rights remain unaffected, particularly the right to recognition of authorship and to be named as the author in the usual form according to § 13 urhg. the client will reference undefault in the usual form in the print and digital products (such as brochures, catalogs, advertising materials, in the imprint of their website, etc.) that undefault has provided as a contractual service or in which undefault's contractual services are used.
f. the registration of intellectual property rights, particularly national or european trademarks or design rights, including all preparatory actions (e.g., trademark conflict checks), is solely at the discretion and responsibility of the client.
third-party rights to client materials, indemnification
a. the client guarantees that the material provided by them is free of third-party rights and its publication does not violate any applicable laws.
b. if a third party asserts their rights against undefault due to the use of the work results delivered by undefault or other services related to the material provided by the client, undefault will inform the client. the client will support undefault in defending such claims, indemnify undefault upon first request from all related claims of the third party, and compensate undefault for any damages incurred due to the third party's rights, including any court and attorney fees incurred for legal defense.
c. if undefault is to acquire protected materials for the client, the costs incurred for this are to be reimbursed, and the additional effort is to be compensated at the agreed rate; if no agreement exists, the parties will conclude a separate agreement for appropriate and market-based compensation.
liability
a. in cases of intent and gross negligence, undefault is liable according to statutory provisions.
b. in cases of simple negligence, undefault is only liable if it involves the breach of a fundamental contractual obligation. in this case, undefault's liability is limited to foreseeable, contract-typical damages at the time of contract conclusion. a fundamental contractual obligation is a duty whose fulfillment makes the proper execution of the contract possible in the first place or whose breach endangers the achievement of the contract's purpose, and compliance with which the other party may regularly rely on.
c. the above limitations of liability also apply in favor of undefault's legal representatives, employees, and agents.
d. claims for damages under the product liability act (prodhaftg) and in cases of injury to life, body, or health remain unaffected by the above limitations of liability.
data protection, order processing, legal compliance
a. the parties will comply with the applicable data protection regulations.
b. if and to the extent that undefault does not merely have accidental and limited access to personal data of the client in individual cases but processes them on behalf of the client, the parties will conclude a customary order processing agreement according to art. 28 gdpr before the processing begins.
c. the responsibility for the legal compliance of the use of data protection-relevant contractual services (particularly the use of cookies and similar technologies as well as third-party plugins) lies solely with the client.
arbitration
a. if there is a dispute between the parties regarding the presence of a defect or technical error or the existence of the contractually agreed functionality of the contractual services, these questions will be bindingly resolved for both parties by an arbitrator. the arbitrator will be appointed upon the request of either party by the german association for law and informatics (dgri).
b. the parties commit to supporting the arbitrator to the best of their ability and granting them the rights of a court-appointed expert, particularly providing all requested information, documents, programs, and objects, granting access to their premises if necessary, providing technical equipment, and instructing employees or third parties to support them. the arbitrator may interpret the lack of cooperation to the detriment of the respective party after prior notice.
c. the arbitrator is obliged to hear the parties in writing or – if requested by either party – orally before issuing their opinion. the opinion must be written and justified if requested by either party.
d. the party requesting the arbitration bears the upfront costs of the arbitration. the arbitrator will determine the final cost allocation at their discretion, considering the outcome of the arbitration.
collateral agreements, assignment exclusion, final provisions
a. collateral agreements of any form, unless explicitly documented in the offer or service description, have not been made.
b. the assignment of rights from the contractual relationship requires the prior written consent of the other party. this does not apply to the assignment of payment claims. § 354a hgb remains unaffected.
c. the place of performance for mutual services owed is undefault's business location specified in the offer.
d. these general terms and conditions and the contractual relationship between undefault and the client are governed by the laws of the federal republic of germany, excluding international uniform law.
e. if the client is a merchant within the meaning of the commercial code, a legal entity under public law, or a special fund under public law, the exclusive – including international – place of jurisdiction for all disputes arising directly or indirectly from the contractual relationship is undefault's business location in hamburg. the same applies if the client is an entrepreneur (§ 14 bgb). however, undefault is also entitled in all cases to bring an action at the place of performance of the obligation according to these general terms and conditions or a prevailing individual agreement or at the client's general place of jurisdiction. priority statutory provisions, particularly those regarding exclusive jurisdiction, remain unaffected.
f. should any provision of these general terms and conditions or individual agreements from our contractual relationship with the client be invalid or unenforceable, the validity of the contract as a whole remains unaffected. the parties will endeavor to replace the invalid or unenforceable provision with a valid and enforceable regulation that comes as close as possible to the economic intent of the invalid or unenforceable provision. the same applies in the event of a regulatory gap.