Cloudkasten GmbH

General Terms and Conditions

Last updated: September 2026

This English version is provided for convenience. Only the German version is legally binding.

§ 1 Scope

  1. These General Terms and Conditions (“Terms”) apply to all contracts between Cloudkasten GmbH, Seestr. 20G, 50374 Erftstadt, Germany (“Cloudkasten”, “we”) and its customers for software development, Software Engineering as a Service (SEaaS), development and operation of AI systems, cloud and integration services, and consulting (“Services”).
  2. Our Services are offered exclusively to businesses within the meaning of Section 14 of the German Civil Code (BGB), legal entities under public law and special funds under public law. We do not enter into contracts with consumers.
  3. Our own software products (e.g. rep4eu, ERP Plugins, MobilityManager, WedCam) are governed primarily by the terms published on the respective product website. These Terms apply there only where the product terms contain no provision.
  4. Deviating, conflicting or supplementary terms of the customer do not become part of the contract unless we expressly agree to them in text form. This also applies if we perform Services without reservation while aware of such terms.
  5. Individual agreements (e.g. quote, service description, statement of work) take precedence over these Terms.

§ 2 Conclusion of contract

  1. Our quotes are non-binding unless expressly marked as binding. Unless stated otherwise, quotes are valid for 30 days from their date.
  2. A contract is concluded when the customer accepts our quote in text form, when we confirm the order, or when we begin performing the Services.
  3. The type and scope of the Services are determined by the description in the quote or service description.

§ 3 Types of service

  1. Services (time and materials). For Software Engineering as a Service, consulting, operations and other Services billed by effort, we owe the professional performance of the agreed activity, not a specific result (service contract, Sections 611 et seq. BGB).
  2. Work results (fixed price). Where a specific work result has been expressly agreed at a fixed price, we owe its production in accordance with the agreed specification (contract for work, Sections 631 et seq. BGB). § 8 (Acceptance) applies.
  3. AI systems. Outputs of AI systems (e.g. classifications, summaries, drafts) are based on statistical methods and may be incomplete or incorrect. We owe the professional design and implementation of the system, not the correctness of each individual output. The customer is responsible for reviewing and approving outputs, especially before decisions with legal or financial consequences.
  4. We may engage qualified subcontractors to perform the Services. We remain responsible to the customer for their performance.
  5. We perform the Services under our own professional responsibility. Our staff are not subject to the customer’s instructions and are not integrated into the customer’s organisation; no temporary agency work takes place.

§ 4 Customer’s obligations to cooperate

  1. The customer supports us appropriately in performing the Services. In particular, it provides the necessary information, data, system access and contact persons with decision-making authority in good time and free of charge.
  2. The customer is responsible for ensuring that it is entitled to provide the data and content handed over, and that our processing of them does not infringe third-party rights or legal obligations (e.g. professional secrecy obligations).
  3. The customer backs up its data and systems at reasonable intervals in line with the state of the art, unless data backup has been expressly agreed as part of our Services.
  4. If the customer fails to meet its obligations to cooperate, or does not meet them in time or in full, agreed deadlines are extended accordingly. Any additional effort is billed at the agreed rates.

§ 5 Changes to the scope of services

  1. Either party may request changes to the agreed scope (“change request”). We review the customer’s change requests and state their effect on effort, fees and timelines.
  2. Changes become binding only once both parties have agreed them in text form. Until then, we continue to perform the Services on the basis of the existing agreement.

§ 6 Fees and payment

  1. The prices agreed in the quote apply. All prices are exclusive of statutory VAT.
  2. Services billed by effort are invoiced monthly in arrears on the basis of the agreed hourly or daily rates. A daily rate covers eight working hours.
  3. Services booked monthly (e.g. dedicated developer capacity under SEaaS) are invoiced monthly in advance.
  4. Fixed-price Services are invoiced according to the payment schedule agreed in the quote; otherwise 30% on order and 70% on acceptance.
  5. Travel costs and expenses are reimbursed only if agreed, and on the agreed terms.
  6. Invoices are payable without deduction within 14 days of the invoice date. In the event of late payment, the statutory provisions apply (Sections 286, 288 BGB).
  7. The customer may only set off claims that are undisputed or have been finally established by a court.

§ 7 Term and termination

  1. Unless otherwise agreed, contracts for ongoing Services (e.g. SEaaS, operations, maintenance) are concluded for an indefinite period. Either party may terminate them with one month’s notice to the end of a calendar month.
  2. If a minimum term has been agreed, ordinary termination is possible at the earliest at the end of the minimum term.
  3. The right to terminate for good cause remains unaffected. Good cause for us includes, in particular, the customer being in arrears with more than one month’s fee.
  4. Notice of termination must be given in text form.
  5. When the contract ends, we hand over to the customer the work results created and paid for up to that point, in the format in which they exist.

§ 8 Acceptance (for work results)

  1. When a work result or an agreed partial result is complete, we notify the customer. The customer reviews it without undue delay and declares acceptance within 14 days if the result substantially conforms to the agreed specification.
  2. Minor defects do not entitle the customer to refuse acceptance. They are remedied under the warranty.
  3. The work result is deemed accepted if the customer does not refuse acceptance within the period under paragraph 1, stating at least one material defect, or if the customer uses the result in production.

§ 9 Rights of use

  1. Upon full payment of the respective fee, we grant the customer a non-exclusive, transferable right, unlimited in time and territory, to use, modify and reproduce the work results created specifically for it (in particular individually developed source code and documentation) for its own purposes. Deviating arrangements, such as the grant of exclusive rights, require text form.
  2. Before full payment, use is permitted only on a revocable basis.
  3. Rights in pre-existing components, libraries, tools and general know-how that we developed independently of the order or use across several projects remain with us. Where such components form part of the work results, the customer receives a non-exclusive right of use, unlimited in time, to the extent required to use the work results.
  4. Open-source components and third-party services (e.g. cloud services, AI models, licences) are governed primarily by their own licence and usage terms. We inform the customer of material licence obligations.

§ 10 Warranty

  1. For work results, we remedy defects at our choice by repair or replacement. If remedy fails after a reasonable period, the customer may reduce the price or withdraw from the contract in accordance with statutory law. Damages are governed by § 11.
  2. The customer notifies defects without undue delay in text form, with a comprehensible description of the symptoms.
  3. Warranty claims become time-barred twelve months after acceptance. This does not apply in the cases of § 11 paragraph 1 or where a defect was fraudulently concealed.
  4. In particular, the following are not defects: deviations caused by improper use, changes by the customer or third parties, a system environment provided by the customer, or changes to third-party systems (e.g. interfaces, cloud services, AI models) occurring after acceptance.
  5. For services, the statutory provisions apply. If a service was not performed in accordance with the contract, we re-perform it at no additional cost within a reasonable period after the customer’s complaint.

§ 11 Liability

  1. We are liable without limitation for intent and gross negligence, for injury to life, body or health, under the German Product Liability Act, and to the extent of any expressly assumed guarantee.
  2. For slightly negligent breach of material contractual obligations (obligations whose fulfilment is essential for the proper performance of the contract and on whose fulfilment the customer may regularly rely), our liability is limited to the typical damage foreseeable at the time the contract was concluded.
  3. Otherwise, liability for slight negligence is excluded.
  4. For loss of data, we are liable only for the effort that would have been required to restore it had the customer backed up its data properly (§ 4 paragraph 3).
  5. The above limitations of liability also apply in favour of our employees, representatives and vicarious agents.

§ 12 Confidentiality

  1. The parties treat as confidential all confidential information of the other party that becomes known to them in the course of the cooperation – in particular trade secrets, source code and customer data – and use it only to perform the contract.
  2. This does not apply to information that is or becomes publicly known through no breach of duty, that was already known to the receiving party or lawfully received from third parties, or that must be disclosed under a legal or regulatory obligation.
  3. The confidentiality obligation continues for three years after the end of the contract.
  4. If the customer is subject to professional secrecy obligations (e.g. as a lawyer), we will on request enter into the necessary agreements, in particular an undertaking of confidentiality under Section 43e of the Federal Lawyers’ Act (BRAO) and Section 203 of the German Criminal Code (StGB).

§ 13 Data protection

  1. Where we process personal data on behalf of the customer, the parties conclude a data processing agreement under Art. 28 GDPR, which takes precedence over these Terms.
  2. Information on how we process personal data as a controller is provided in our privacy policy.

§ 14 Reference

After completion of a project, we may name the customer, including its name and logo, as a reference unless the customer objects. Confidential project details are not disclosed.

§ 15 Final provisions

  1. The laws of the Federal Republic of Germany apply, excluding the UN Convention on Contracts for the International Sale of Goods (CISG).
  2. To the extent permitted by law, the exclusive place of jurisdiction for all disputes arising from or in connection with the contract is the registered office of Cloudkasten GmbH. We may also sue the customer at its general place of jurisdiction.
  3. Amendments and additions to the contract require text form. This also applies to any waiver of this text form requirement.
  4. Should individual provisions of these Terms be or become invalid in whole or in part, the validity of the remaining provisions remains unaffected. The statutory provisions apply in place of the invalid provision.