(1) These General Terms and Conditions (hereinafter "GTC") apply to all contracts between Sakura Solutions UG (haftungsbeschränkt) (hereinafter "Contractor") and its respective contractual partner (hereinafter "Client") concerning the provision of services within the Contractor's field of activity — in particular web development, application and interface development, hosting and cloud services, search engine optimisation and IT consulting, including related advisory, training and support services.
(2) These GTC apply exclusively to entrepreneurs, legal entities under public law and special funds under public law within the meaning of Section 14 of the German Civil Code (BGB). No contracts are concluded with consumers (Section 13 BGB).
(3) Deviating, conflicting or supplementary terms and conditions of the Client shall only become part of the contract if and to the extent that the Contractor has expressly agreed to their application in text form. This consent shall also apply if the Contractor provides services without reservation in the knowledge of the Client's conflicting or deviating terms.
(4) The version of the GTC valid at the time the contract is concluded shall apply to each new contract. The Client receives this version together with the offer or the contract document. For contracts already concluded, the version agreed at the time of conclusion shall continue to apply. The Contractor reserves the right to publish future versions of its GTC; these shall become binding for the Client only by agreement within the scope of a new individual contract.
(5) The version of these GTC valid at the time the contract is concluded shall be decisive, identified by version designation and SHA-256 checksum on the cover sheet.
(1) Offers of the Contractor are subject to change and non-binding unless expressly designated as binding or provided with an express acceptance period.
(2) The contract is concluded by corresponding declarations of intent by the parties, in particular by acceptance of a binding offer of the Contractor or by confirmation of a Client's order in text form by the Contractor. An order confirmation is issued in text form (Section 126b BGB).
(3) The subject matter of the contract results from the offer or the order confirmation as well as any supplementary agreements in text form (e.g. contract for work, service, support, maintenance, hosting or data processing agreement). In the event of conflict, supplementary individual contracts take precedence over these GTC.
(4) There are no verbal side agreements. Amendments and supplements require text form; this also applies to the waiver of this text form requirement.
(1) The nature, scope and characteristics of the services to be provided by the Contractor result conclusively from the service description in the respective individual contract. There is no obligation to provide services beyond this.
(2) Unless expressly agreed otherwise, the Contractor owes the service in accordance with the recognised state of the art at the time the contract is concluded and with the diligence of a prudent businessperson.
(3) If the Client requests changes, extensions or additional services during the performance of the contract, these must be commissioned separately in text form. Additional services are invoiced on a time and material basis at the applicable hourly rates or at lump sums agreed in individual cases. The Contractor is not obliged to provide additional services without prior commissioning in text form.
(4) If the Contractor recognises that a service cannot be provided in the originally agreed form or appears uneconomical, it shall inform the Client without undue delay and submit a proposal for further action.
(1) The Client shall support the Contractor to the extent necessary for the performance of the contract. In particular, the Client shall provide the information, content (texts, images, logos, trademark clearances), access (to servers, hosting, CMS, DNS and domain management), interface documentation, data and approvals required for the provision of services in good time and in the agreed form.
(2) Insofar as the Client provides content or materials, it warrants that the necessary rights (copyright, trademark, personality and data protection rights) exist or are properly licensed. It shall indemnify the Contractor on first demand against third-party claims arising from the use of these materials, insofar as the Contractor is neither responsible for the infringement nor could have recognised it by exercising the diligence customary in business.
(3) If the provision of services is delayed due to omitted, late or deficient cooperation by the Client, agreed deadlines shall be extended appropriately. Any additional expense arising from this shall be remunerated separately on a time and material basis. Section 642 BGB remains unaffected.
(4) If the Client delivers faulty or incomplete content or data and additional expense arises from this (additional corrections, repeated deployments, data migrations), this shall be remunerated on a time and material basis at the applicable hourly rate.
(1) Stated deadlines and delivery times are only binding if expressly agreed as binding. Otherwise, they are planned dates which the Contractor endeavours to meet with reasonable diligence.
(2) Binding deadlines presuppose the timely and proper fulfilment of the Client's obligations to cooperate pursuant to § 4. Delays due to non-performance of cooperation are not to the detriment of the Contractor.
(3) If the provision of services is prevented or significantly impeded by force majeure or equivalent events (in particular strikes, lockouts, natural disasters, official measures, serious disruptions of telecommunications or power supply, far-reaching failures of upstream service providers, pandemics and comparable unforeseeable events for which the Contractor is not responsible), performance periods shall be extended for the duration of the impediment plus a reasonable start-up time. Both parties may terminate the contract extraordinarily by declaration in text form if the force majeure lasts longer than 60 days.
(1) Unless expressly agreed otherwise, all prices are net prices plus the applicable statutory VAT.
(2) Travel costs, expenses and disbursements are — unless expressly settled as a lump sum — invoiced separately according to actual expenditure at customary rates. Travel time counts as working time.
(3) Invoices are due for payment without deduction within 14 days of receipt, unless a different payment term is agreed in the individual contract. For contracts for work, the Contractor is entitled to demand a down payment of up to 30% of the agreed net remuneration upon conclusion of the contract; for projects with a planned duration of more than four weeks, instalment payments according to progress are permissible (Section 632a BGB). The Client may only offset against claims of the Contractor or exercise a right of retention with undisputed or legally established claims; the Client's right of retention for claims arising from the same contractual relationship remains unaffected.
(4) In the event of default in payment, the Client owes default interest at the statutory rate (Section 288 (2) BGB) as well as the statutory default lump sum (Section 288 (5) BGB). The assertion of further default damages remains reserved.
(5) For longer-term contracts (service, maintenance, support, hosting contracts), the Contractor is entitled to adjust the remuneration once a year, at the earliest twelve months after the start of the contract, with effect for the future, to the extent and amount that its verifiably documented prime costs have changed. Decisive is the weighted change of the cost items personnel and wage costs (weighting 50%), licence and software costs (30%) and other operating costs including energy (20%); the adjustment may not exceed the weighted percentage change thus determined. In the alternative — insofar as a cost-based determination is not possible or is disputed by the Client — reference is made to the change in the consumer price index for Germany of the Federal Statistical Office (base year 2020 = 100) since the last price setting. An adjustment is communicated to the Client at least three months before it takes effect, in text form, setting out the relevant cost changes or index development. If the increase exceeds 5% of the previous remuneration, the Client has an extraordinary right of termination effective as of the adjustment, to be exercised within one month of receipt of the notification.
(6) All services provided under the contract are documented by the Contractor with the invoice. Objections to an invoice should be raised in text form within 14 days of receipt. A failure to object in time merely establishes a rebuttable presumption of the correctness of the invoice; the Client's statutory rights to object to an invoice even after expiry of this period remain unaffected.
(7) In the event of default in payment, the Contractor is entitled, in accordance with the following provisions, to suspend further work or to block work results without thereby falling into default:
For Clients subject to professional secrecy (Section 203 of the German Criminal Code, StGB), the Contractor will only take measures under lit. b) insofar as this does not pose a concrete and demonstrable threat to client/patient communication or other professional obligations of the Client. Any resulting disadvantages are otherwise borne by the Client.
(8) If circumstances become known to the Contractor after conclusion of the contract that cast doubt on the Client's solvency or creditworthiness (in particular an application for insolvency proceedings, unsuccessful enforcement, significantly negative credit report), the Contractor is entitled to make further work dependent on an advance payment or an appropriate security.
(1) For the contractual work results — including texts, graphics, layouts, designs, source code, scripts, configurations, interfaces, concepts and documentation, insofar as created specifically for the Client — the Contractor grants the Client, upon full payment of the agreed remuneration, the simple (non-exclusive), non-transferable and non-sublicensable right of use, limited in territory, time and content to the contractually intended purpose.
(2) If more extensive rights are to be granted (in particular exclusive rights of use, the right to transfer to third parties, sublicensing or modification), this requires a separate agreement and separately agreed additional remuneration.
(3) Libraries, frameworks, fonts, image material and other pre-existing third-party components used (open-source components, commercial sources) are subject to the respective licence terms of their authors. These rights are not originally granted by the Contractor; however, the Contractor warrants that the components used are free of recognisable third-party rights that conflict with contractual use.
(4) Source code handover and version control: The created source code is handed over in suitable form (handover via repository access or archive), insofar as the individual contract provides for this; an obligation to hand over agreed in the individual contract takes precedence over this clause. Ongoing maintenance or updating of the source code is not included and requires a separate maintenance or support contract.
(5) The Contractor reserves the right to continue to use its own preliminary work, tools, frameworks, libraries and methodological knowledge (so-called "know-how" and "background IP") without restriction for its own purposes and for other Clients, even if these have been used within the scope of the order.
(6) Reservation of the granting of rights: Until full payment of the remuneration, the granting of rights pursuant to para. 1 does not take place. Any interim use by the Client constitutes a revocable licence. The Contractor may revoke this licence under the conditions of § 6 para. 7; the scope and limits of the blocking and revocation option are governed by § 6 para. 7. Upon full payment, the revocable licence converts into the final right of use pursuant to para. 1.
(1) Insofar as the Contractor provides work performances, these must be accepted by the Client. The Contractor notifies completion in text form and requests the Client to accept.
(2) The Client inspects the work within 14 days of provision. When requesting acceptance, the Contractor expressly informs the Client of the beginning and duration of the period as well as the consequences of failed or refused acceptance (Section 640 (2) sentence 1 BGB). Only if this notice has been given and the Client does not reject the work within the period stating at least one material defect, or puts it into productive operation or use (e.g. going live with a website), is the work deemed accepted.
(3) Acceptance may not be refused on account of immaterial defects (Section 640 (1) sentence 2 BGB). These are recorded in the acceptance protocol and are remedied by the Contractor within the scope of the warranty for defects.
(4) Partial acceptances are permissible if the work is divisible and the parties have agreed this.
(1) For work performances, the statutory rights for defects pursuant to Sections 633 et seq. BGB apply. The warranty period is two years and begins with acceptance (Section 634a (1) no. 1 BGB).
(2) For services, the Contractor does not owe a specific work result; however, it is liable under the statutory provisions for breach of the duties of care incumbent upon it.
(3) The Client shall report obvious defects in text form without undue delay after discovery; for the further use of the work, proper inspection within the scope of commercial dealings applies (Section 377 HGB by analogy).
(4) If a defect is reported, the Contractor has the right to subsequent performance at its discretion by rectification or new production. If subsequent performance fails, is unreasonable for the Client, impossible, or the Contractor seriously and finally refuses it, the Client may, under the statutory provisions, reduce the price, withdraw from the contract or demand compensation in lieu of performance. The statutory provisions on the failure of subsequent performance apply (Section 440 BGB by analogy, Section 636 BGB).
(5) Claims under the warranty for defects do not exist for damage or defects for which the Contractor is demonstrably not responsible, in particular if they result from
and the Contractor demonstrates the causality of these circumstances for the defect. The statutory allocation of the burden of proof otherwise remains unaffected.
(1) The Contractor is liable without limitation under the statutory provisions
(2) In the case of slightly negligent breach of essential contractual obligations (so-called cardinal obligations), liability is limited to the foreseeable damage typical for the contract at the time of conclusion. Essential contractual obligations are those whose fulfilment makes the proper performance of the contract possible in the first place and on whose compliance the contractual partner regularly relies and may rely.
(3) Otherwise, the Contractor's liability for slightly negligently caused damage is excluded.
(4) The foregoing limitations of liability also apply in favour of the Contractor's employees, vicarious agents, representatives and subcontractors.
(5) Liability for lost profits, savings not realised, consequential damage, data loss or damage from third-party claims is excluded outside the cases of para. 1, insofar as it concerns slightly negligent breaches of non-essential contractual obligations; in the case of slightly negligent breach of essential contractual obligations, liability for such damage is limited to the maximum limit under para. 7.
(6) Data backup: The Client is responsible for the regular backup of its data. Liability for data loss is limited to the expense that would have arisen if proper data backup corresponding to the state of the art had existed.
(7) Unless a deviating maximum liability sum is agreed in the individual contract, the Contractor's liability for slightly negligent breach of essential contractual obligations (para. 2) is limited in amount to three times the agreed net remuneration of the affected individual contract, but no more than EUR 25,000.00 per case of damage and a total of EUR 50,000.00 per calendar year. For continuing obligations, three times the net remuneration attributable to twelve months replaces the individual remuneration. The limitation only applies insofar as it does not unreasonably fall below the foreseeable damage typical for the contract at the time of conclusion; otherwise the Contractor is liable in the amount of this typical damage. This limitation does not apply in the cases of para. 1.
(1) The parties undertake to treat all confidential information of the other party that becomes known or accessible to them during the performance of the contract as confidential and not to disclose it to third parties without the other party's prior consent in text form. This obligation continues for the term of the contract and for a period of five (5) years after the end of the contract; for trade secrets within the meaning of the German Trade Secrets Act (GeschGehG), it continues without time limit.
(2) Confidential information includes in particular technical, commercial and personal data, trade secrets, source code, architecture, security and operational information, customer and supplier lists, price information and data of the customers and employees of the other party.
(3) The parties shall oblige their employees and subcontractors to secrecy in an appropriate manner and ensure that they comply with the agreed confidentiality standards.
(4) Insofar as the Client is subject to a professional confidentiality obligation under Section 203 StGB (in particular law firms, tax consultancies, medical or comparable professionally confidential activities), Section 43e BRAO and Section 203 (3) and (4) StGB apply in addition. The Contractor and all persons authorised to process data are expressly informed of the criminally sanctioned confidentiality and are correspondingly obliged in text form. A signed declaration of obligation is presented to the Client on request, and for Clients subject to professional secrecy already upon conclusion of the contract.
(1) Both parties will comply with the applicable data protection regulations during the performance of the contract — in particular the General Data Protection Regulation (GDPR) and the German Federal Data Protection Act (BDSG).
(2) Insofar as the Contractor processes personal data of the Client on its behalf within the scope of the contract, the parties conclude a data processing agreement pursuant to Art. 28 GDPR before the start of processing. This is part of the contractual relationship and contains in particular provisions on the purpose and duration of processing, technical and organisational measures, the use of sub-processors and third-country transfers.
(3) The Contractor implements appropriate technical and organisational measures pursuant to Art. 32 GDPR that ensure a level of protection appropriate to the risk.
(4) As long as a required data processing agreement pursuant to Art. 28 GDPR is not effectively concluded, the Contractor is entitled to suspend the processing of personal data and the services dependent thereon without thereby falling into default. Agreed deadlines are extended accordingly. If the data processing agreement is terminated by the Client or is, for reasons for which the Contractor is not responsible, not or no longer effective, the Contractor is entitled to immediately cease the affected services; § 6 para. 7 applies accordingly.
(1) The Contractor is entitled to use suitable subcontractors and other vicarious agents to fulfil the contract.
(2) If personal data is processed, the restrictions of the data processing agreement concluded pursuant to Art. 28 GDPR apply; in particular, the use of further processors requires the Client's prior approval in text form within the meaning of the agreement made there.
(3) The Contractor is liable for the fault of subcontractors used as for its own fault.
(1) If the software created or delivered by the Contractor is operated by the Client on its own infrastructure or third-party infrastructure commissioned by it ("self-hosting"), operation is the sole responsibility of the Client.
(2) For self-hosting, the Contractor owes no availability guarantees, no response or recovery times and no ongoing monitoring of the operating environment. It provides advisory and support services only on request and on a time and material basis at the applicable hourly rates, unless a separate support or maintenance contract exists.
(3) The Contractor is not liable for damage resulting from the configuration, maintenance, availability or security of the operating environment, omitted or delayed security updates, the use of unapproved third-party software, missing or non-functional data backups, or human error in operation. Otherwise, § 10 applies.
(4) For the detailed arrangement of rights and obligations in self-hosting, the conclusion of a separate "Customer Self-Hosting" agreement is recommended. If such an agreement exists, its provisions take precedence over these GTC within its scope.
(1) The Contractor is entitled to name the finished work in selection as a reference project (in its portfolio, on its website, in pitches or comparable activities), provided that no confidential content is disclosed and the Client does not object for good cause.
(2) For Clients subject to professional secrecy (Section 203 StGB), reference naming takes place only with the Client's prior express consent.
(1) For contracts for work, the Client's right to free termination at any time (Section 648 BGB) remains unaffected; in the event of such termination, the Contractor is entitled to remuneration for the services rendered up to that point. For the services not rendered, the Contractor is entitled to a lump-sum remuneration of 50% of the net remuneration attributable thereto, unless the Client proves higher saved expenses or other acquisition by the Contractor, or the Contractor proves a higher claim. The statutory presumptions under Section 648 sentences 2 and 3 BGB remain unaffected.
(2) For longer-term service, maintenance, support, hosting or comparable contracts, the notice periods agreed in the individual contract take precedence. If no period is agreed in the individual contract, the following applies: for contracts with monthly or quarterly remuneration, the notice period is three months to the end of the quarter; for contracts with annual advance remuneration, three months to the end of the contract year. The minimum contract term is one (1) year in both cases. The right to extraordinary termination for good cause remains unaffected.
(3) The right to extraordinary termination for good cause (Section 314 BGB, Section 626 BGB, Section 648a BGB) remains unaffected for both parties. Good cause exists in particular if the other party breaches an essential contractual obligation despite a warning and the setting of a reasonable period.
(4) Terminations require text form (Section 126b BGB).
The European Commission provides a platform for online dispute resolution (ODR platform) at https://ec.europa.eu/consumers/odr. Since the Contractor concludes contracts exclusively with entrepreneurs, this platform is not applicable here. The Contractor is neither obliged nor willing to participate in a dispute resolution procedure before a consumer arbitration board within the meaning of Section 36 VSBG.
(1) The place of performance and registered office of the Contractor is Berlin.
(2) Insofar as both parties are merchants, legal entities under public law or special funds under public law within the meaning of Section 38 (1) ZPO, the exclusive place of jurisdiction for all disputes arising from or in connection with the contractual relationship is Berlin (registered office of the Contractor). Otherwise, the statutory places of jurisdiction apply. The Contractor is in any case entitled to sue at the Client's general place of jurisdiction.
(3) The law of the Federal Republic of Germany applies exclusively to all contracts and to all disputes arising from or in connection with the contractual relationship, excluding the UN Convention on Contracts for the International Sale of Goods (CISG).
(4) Retention: Both parties retain the contract and all tax and commercially relevant documents within the scope of the statutory retention periods (Section 257 HGB, Section 147 AO) — usually ten years.
(5) Should individual provisions of these GTC be or become wholly or partially invalid, the validity of the remaining provisions shall not be affected. Otherwise, Section 306 (2) BGB applies; the statutory provisions take the place of invalid provisions.
(1) If the Client files an application for the opening of insolvency proceedings, such an application is filed by a third party, or insolvency proceedings are opened over its assets, the Contractor is entitled to immediately cease outstanding services.
(2) All work results handed over up to that point for which, due to lack of full remuneration, no final granting of rights pursuant to § 7 para. 1 has taken place, remain subject to the reservation under § 7 para. 6. The Contractor is entitled to prevent their use under the conditions of § 6 para. 7.
(3) Services already rendered and not yet invoiced become immediately due upon filing of the insolvency application.
(4) The provisions of the Insolvency Code, in particular Sections 103, 129 et seq. InsO, as well as the insolvency administrator's right of choice remain unaffected. This clause does not establish any insolvency resistance beyond the statutory rights but clarifies the Contractor's legal position in advance.
As of: 16 May 2026 — Version 1.3 · Sakura Solutions UG (haftungsbeschränkt), Berlin
