General Terms and Conditions (GTC)
Martin Becker Software As of: December 2025
Provider (Contractor): Martin Becker Software Blockkamp 13, 29351 Eldingen Phone: 05145 3479490 Email: [email protected]
§ 1 Scope and Definitions
(1) These GTC apply to all contracts for IT services between Martin Becker Software ("Contractor") and the customer ("Client"), in particular for:
- Service contracts (billing based on time spent)
- Work contracts (fixed price with acceptance)
- Hosting services (provision of storage space, servers, domains)
(2) These GTC are exclusively directed at entrepreneurs within the meaning of § 14 BGB (B2B).
(3) Deviating, conflicting, or supplementary GTC of the Client shall not become part of the contract unless the Contractor expressly agrees to their validity in text form.
(4) Contract components apply in the following order of precedence: (1) Offer/individual contract including service description, (2) these GTC, (3) any supplementary agreements.
§ 2 Conclusion of Contract and Service Description
(1) Offers from the Contractor are non-binding unless expressly designated as binding.
(2) A contract is concluded by (a) acceptance of the offer in text form, (b) commissioning in text form (e.g., email), or (c) commencement of service provision by the Contractor.
(3) The scope of services is determined by the offer or individual contract. Changes and extensions require at least text form.
§ 3 Types of Contracts – Service Contract and Work Contract
I. Service Contract (Time-Based Billing)
(1) The Contractor owes the agreed activity (e.g., consulting, support in software development, error analysis), not a specific result. A result is only owed if this is expressly agreed as a work in the individual contract.
(2) In particular, for consulting and support services without a specific work to be created, no result is owed. The Client bears the risk that the desired results are achieved.
(3) Results such as code snippets, documentation, or configurations may arise but do not constitute an acceptable work without an express work agreement.
II. Work Contract (Fixed Price)
(1) The Contractor owes the result or work described in the individual contract (e.g., a software module, defined functions).
(2) The work is subject to acceptance; acceptance is the central point for payment due date and warranty (see § 8).
§ 4 Cooperation Obligations of the Client
(1) The Client shall provide in a timely manner all information, access, test data, contact persons, infrastructure, and decisions required for the service.
(2) Delays, additional effort, or quality impairments due to missing or delayed cooperation shall not be attributable to the Contractor; agreed deadlines shall be extended appropriately.
(3) The Client ensures that they are authorized to provide content and data (including personal data).
§ 5 Remuneration, Billing, Cost Estimate
I. Service Contracts
(1) Billing is based on the agreed hourly or daily rate, plus statutory VAT. Billing interval: monthly or alternatively upon completion of the order.
II. Work Contracts
(1) Remuneration is based on the agreed fixed price, plus statutory VAT. A payment schedule may be agreed in the individual contract.
III. Hosting Services
(1) Recurring fees are invoiced in advance for the agreed billing period (monthly, quarterly, annually). One-time fees and setup charges are due upon provisioning.
IV. Cost Estimate
(1) A cost estimate is non-binding (without obligation) unless expressly designated as binding and merely represents an estimate of the expected costs.
(2) If it becomes apparent that the effort will be significantly higher than estimated, the Contractor will inform the Client in a timely manner. The parties will then coordinate the further course of action.
V. Payment Terms
(1) Invoices are due for payment within 14 days of receipt without deduction.
(2) In case of payment default, the Contractor is entitled to charge default interest at a rate of 9 percentage points above the respective base interest rate (§ 288 para. 2 BGB).
(3) For chargebacks not attributable to the Contractor, a processing fee of EUR 10.00 will be charged.
(4) Travel costs and incidental expenses are only reimbursed if agreed in the individual contract.
(5) Changes in VAT entitle the Contractor to adjust gross prices accordingly.
§ 6 Service Changes (Change Requests)
(1) Requests for changes or extensions by the Client require text form. The Contractor will communicate the effects on deadlines, effort, and remuneration.
(2) Without written agreement on the adjustment, the Contractor is entitled to provide only the originally agreed scope of services.
§ 7 Special Provisions for Hosting Services
I. Subject Matter of Services
(1) Hosting services include the provision of storage space on servers, operation of servers (managed servers, virtual servers), registration and administration of domains, and related services.
(2) The exact specifications are set out in the respective service description.
II. Availability
(1) The Contractor aims for server availability of 99.9% on an annual average, unless otherwise agreed in the individual contract.
(2) Not included in the availability calculation are: (a) scheduled maintenance work, (b) disruptions outside the Contractor's sphere of influence (force majeure, power outages, internet disruptions, fault of third parties), (c) disruptions caused by the Client.
(3) The Contractor is not liable for the functionality of telecommunications lines or internet infrastructures outside its sphere of influence.
III. Client Obligations for Hosting
(1) The Client ensures that the content stored or transmitted by them does not violate legal regulations or third-party rights.
(2) The storage and distribution of unlawful content, in particular erotic, pornographic, extremist, or immoral content, is prohibited.
(3) The Client is obligated to keep their access data secure and protect it from access by third parties.
(4) The Client may not run programs or scripts that endanger the proper operation of the servers or impair other customers.
(5) The sending of mass emails (spam) is prohibited.
IV. Suspension
(1) The Contractor is entitled to temporarily suspend services if: (a) the Client is more than 14 days in arrears with payment, (b) there is a justified suspicion of unlawful content or use, (c) the use endangers the operation of the servers or other customers.
(2) The Contractor will inform the Client immediately about a suspension. The Client's payment obligation remains unaffected by a suspension.
V. Domains
(1) If the contract includes the registration of domains, the allocation guidelines and conditions of the respective registration authority (e.g., DENIC for .de domains) apply additionally.
(2) The Contractor provides non-binding information about the availability of domains. No guarantee is given for successful registration.
(3) The Client warrants that the registration or use of a domain does not infringe any third-party rights.
(4) Upon termination of the contract, the Contractor will provide the necessary release for a provider change upon request, provided there are no outstanding claims.
§ 8 Acceptance for Work Contracts
(1) Upon completion, the Contractor notifies the Client in text form of readiness for acceptance and makes the work available for review.
(2) The Client reviews the work without delay and declares within 7 calendar days of provision or production use either (a) acceptance or (b) refusal of acceptance stating material defects in text form.
(3) Deemed Acceptance / Tacit Acceptance:
a) If the Client puts the work into operation (production use) or uses it productively and does not raise any material, comprehensibly documented defects in text form within 7 days, the work is deemed accepted.
b) Minor defects do not entitle the Client to refuse acceptance; they will be remedied as part of subsequent performance.
(4) Upon acceptance, the (remaining) remuneration becomes due, unless otherwise agreed.
§ 9 Defect Rights / Warranty
I. Work Contracts
(1) Statutory defect rights apply. The Contractor first provides subsequent performance (repair or replacement delivery at the Contractor's discretion).
(2) The warranty period is 12 months from acceptance, unless a longer period is mandatory by law.
II. Service Contracts
(1) For pure services without an owed work, no work contract defect rights exist. The Contractor owes proper performance of services, not a specific result.
III. Hosting Services
(1) In case of defects in the hosting service, the Contractor is obligated to remedy them. In case of significant and permanent availability restrictions, the Client is entitled to a proportionate reduction in remuneration.
(2) The Client is obligated to report disruptions immediately, but no later than within 7 calendar days of discovery, to the Contractor.
IV. Exclusion
(1) No warranty exists for errors caused by improper use, modifications by the Client or third parties, inadequate system requirements, or third-party software/updates outside the Contractor's area of responsibility.
§ 10 Usage Rights and Licenses
(1) The Client receives a simple (non-exclusive), temporally and spatially unlimited right of use for individually created software, limited to the contractually agreed purpose (§ 31 para. 5 UrhG – purpose transfer doctrine). The transfer of rights occurs upon acceptance for work contracts, upon full payment for services.
(2) Not included in particular are:
- Resale, sublicensing, rental
- Use for providing services to third parties (SaaS, ASP)
- Marketing as own product
- Transfer of source code to third parties
Extensions of usage rights require a separate written agreement.
(3) Source code is only handed over if this is expressly agreed in the individual contract.
(4) For pre-existing components, tools, libraries, frameworks, and generic modules ("Background IP") of the Contractor, the Client receives a simple right of use to the extent required for the contractual purpose.
(5) Open source and third-party components are subject to their respective license terms; in case of doubt, these take precedence.
(6) Reservation of Rights: Usage rights are only transferred to the Client upon full payment of the agreed remuneration.
§ 11 Data Backup
(1) The Client is responsible for regularly backing up their data.
(2) For hosting services, the Contractor performs regular backups as indicated in the service description. These serve exclusively for system security and do not establish any claim to restoration.
(3) The Contractor's liability for data loss is limited to the recovery effort that would have been required with proper data backup by the Client.
§ 12 Confidentiality
(1) Both parties treat confidential information of the other party as strictly confidential and use it only for contract performance.
(2) The confidentiality obligation continues after the end of the contract, indefinitely for trade secrets.
§ 13 Data Protection and Order Processing
(1) The parties observe data protection requirements, in particular the GDPR.
(2) Insofar as the Contractor processes personal data on behalf of the Client, the parties conclude a data processing agreement (DPA) pursuant to Art. 28 GDPR before processing begins.
(3) The Client is responsible for compliance with data protection regulations regarding the data stored by them.
§ 14 Liability
(1) The Contractor is liable without limitation for intent and gross negligence, for injury to life, body, or health, and under mandatory statutory provisions (e.g., Product Liability Act).
(2) In case of simple negligence, the Contractor is only liable for breach of essential contractual obligations (cardinal obligations) and limited to the typical, foreseeable damage.
(3) Liability Cap: Liability is – to the extent legally permissible – limited to the respective order value or, for continuing obligations, to the annual remuneration.
(4) Liability for data loss is limited to the recovery effort that would have been required with proper data backup by the Client.
(5) Claims for lost profits are excluded unless intent or gross negligence is involved.
(6) The Contractor is not liable for content not located on its own servers, nor for the functionality of internet infrastructures outside its sphere of influence.
(7) Damage claims from service contracts become time-barred within 12 months of knowledge of the damage.
§ 15 Indemnification
(1) The Client indemnifies the Contractor against all third-party claims asserted against the Contractor due to content that the Client stores, distributes, or makes accessible, or due to the use of domains.
(2) The Client assumes the costs of the necessary legal defense of the Contractor, including all court and attorney fees at statutory rates.
§ 16 Deadlines and Default
(1) Deadlines are only binding if expressly agreed as binding.
(2) In case of force majeure or lack of cooperation by the Client, deadlines are extended appropriately.
§ 17 Subcontractors
(1) The Contractor is entitled to use subcontractors for service provision. Upon request, the Contractor will inform the Client of the use of subcontractors.
(2) The Contractor remains responsible to the Client for proper service provision.
(3) The Contractor is entitled to change the hardware and software used for service provision at any time, provided this does not cause significant disadvantages to the Client or is technically necessary.
§ 18 Contract Duration and Termination
I. Service Contracts (Software Development)
(1) Service contracts may be terminated by either party with 14 days' notice to the end of the month in text form, unless otherwise agreed.
II. Work Contracts
(1) Termination is governed by statutory rules. Services rendered up to termination are to be remunerated, plus demonstrable expenses if applicable.
III. Hosting Contracts
(1) The minimum contract term for hosting services is 1 month, unless otherwise agreed.
(2) After expiry of the minimum contract term, the contract is automatically renewed for one additional month each time unless terminated with 14 days' notice to the end of the month.
IV. Extraordinary Termination
(1) The right to extraordinary termination for good cause remains unaffected. Good cause exists in particular in the case of:
- Payment default of at least two monthly amounts
- Serious or repeated violations of these GTC
- Insolvency petition regarding the assets of a party
(2) In case of termination for good cause, the Contractor is entitled to suspend services immediately, release domains assigned to the contract, and delete stored content after a reasonable period.
V. Withdrawal in Case of Payment Default
(1) If the Client is more than 30 days in default of payment, the Contractor is entitled to withdraw from the contract after unsuccessful reminder and to claim damages.
VI. Form
(1) Termination requires text form (email is sufficient). The customer number must be stated.
§ 19 Reference Naming
(1) The Contractor is entitled to name the Client as a reference customer and to use the Client's logo for reference purposes, unless the Client objects.
§ 20 Final Provisions
(1) The law of the Federal Republic of Germany applies, excluding the UN Convention on Contracts for the International Sale of Goods.
(2) The place of jurisdiction for all disputes arising from or in connection with this contract is the registered office of the Contractor, provided the Client is a merchant, legal entity under public law, or special fund under public law.
(3) Text Form Clause: Amendments and additions to this contract, including this clause, require text form (§ 126b BGB), to the extent legally permissible.
(4) Severability Clause: Should any provision of these GTC be or become invalid, the validity of the remaining provisions remains unaffected. In place of the invalid provision, a valid provision is deemed agreed that comes closest to the economic purpose.