Legal
Terms and conditions
for e-commerce, development, consulting, migration, integration and maintenance services provided by CodePartner GmbH
Version dated 11 October 2026
1. Scope
These terms apply to contracts between CodePartner GmbH (the “Contractor”) and its clients for consulting, concept development, design, development, migration, integration, optimization, hosting, maintenance and other IT/e-commerce services, unless the relevant offer or contract provides otherwise.
The services are directed exclusively at entrepreneurs within the meaning of Section 14 BGB, legal entities under public law and special funds under public law. Individual agreements in the offer or contract take precedence over these terms.
2. Formation of contract and scope of services
Unless expressly designated as binding, offers by the Contractor are non-binding. A contract is formed by acceptance of a binding offer, written or text-form order confirmation, or the start of service performance at the client’s express request.
The concrete offer, service description, any specifications and expressly agreed change requests determine the type and scope of services. Product descriptions, presentations, concepts and preliminary visualizations do not constitute a guarantee of characteristics unless expressly agreed.
3. Project organization and client cooperation
The client provides all information, content, data, access credentials, contacts, approvals and decisions required for the project in good time. The client warrants that supplied content and data may lawfully be used and do not infringe third-party rights.
Delays or additional work caused by late, incomplete or incorrect cooperation by the client may result in an appropriate adjustment of deadlines and remuneration.
4. Changes to scope
Requests for changes or extensions after project start are treated as change requests. Where appropriate, the Contractor communicates the impact on effort, remuneration and schedule. Implementation generally begins only after approval of the revised scope.
The Contractor may independently make minor technical decisions necessary to implement the agreed service properly, provided they do not materially change the contractual purpose.
5. Deadlines and impediments
Dates and deadlines are binding only where expressly agreed as binding. They are extended appropriately if required cooperation, approvals, data or access from the client are not provided on time or if circumstances arise for which the Contractor is not responsible.
In cases of force majeure or comparable unforeseeable and uncontrollable events, including significant outages of external infrastructure or services, affected deadlines are postponed for the duration of the impediment plus a reasonable restart period.
6. Remuneration and payment
Remuneration, billing model and any advance or milestone payments are specified in the respective offer or contract. Unless otherwise agreed, prices are net plus statutory VAT.
Unless the offer provides otherwise, invoices are due without deduction within 14 calendar days from the invoice date. Statutory rules apply in the event of late payment.
Services outside the agreed scope are provided only after coordination and charged according to the agreed remuneration model or, if none is agreed, the Contractor’s customary model at the time of commissioning.
7. Acceptance of work-contract services
Where a service has the character of a contract for work, it is submitted for acceptance after completion. The client reviews the service within a reasonable period and reports material defects with a comprehensible description. Minor defects do not justify refusal of acceptance.
Partial acceptance may be agreed, particularly for defined project phases, modules or milestones. Statutory acceptance provisions remain unaffected.
8. Rights of use, source code and pre-existing materials
After full payment, the client receives the rights of use required for the agreed contractual purpose in the work results created individually for the client. The specific scope is primarily determined by the offer and service description.
Existing libraries, frameworks, reusable components, general methods, know-how, development tools, templates and other pre-existing elements of the Contractor remain the Contractor’s property or subject to the respective existing rights. Where such elements are required for contractual use, the client receives an appropriate right of use.
Open-source software, third-party components, themes, plugins, fonts, media, APIs and other third-party services remain subject to their respective license and usage conditions.
9. Third-party providers, platforms and external services
Shop and web projects may involve third-party services such as commerce platforms, hosting, payment, shipping, ERP/PIM/CRM, marketplaces, APIs or email services. Availability, pricing, functionality and contractual terms of these providers are outside the Contractor’s control.
Changes or restrictions to such services may create additional adaptation work. Unless expressly agreed otherwise, such adaptations are not part of an original fixed-price scope.
10. Rights in client-provided content
The client is responsible for the legal admissibility of content, data, trademarks, product information, images, texts and other materials it provides. The client indemnifies the Contractor against justified third-party claims arising from infringements for which the client is responsible.
11. Defect rights
Statutory provisions apply to defects unless validly agreed otherwise. The client must give the Contractor a reasonable opportunity to inspect and remedy defects.
No defect claims exist for errors caused by changes made by the client or third parties, unauthorized system interventions, use contrary to contract or third-party services outside the Contractor’s responsibility, insofar as the Contractor is not responsible for the error.
12. Liability
The Contractor has unlimited liability for intent and gross negligence, culpable injury to life, body or health, and in cases of mandatory statutory liability.
For slightly negligent breaches of essential contractual obligations, liability is limited to the damage typical for the contract and foreseeable when the contract was concluded. Essential contractual obligations are those whose performance enables proper execution of the contract in the first place and on whose fulfillment the contractual partner may regularly rely.
Otherwise, liability for slight negligence is excluded to the extent permitted by law.
13. Data backup and operations
Unless data backup, hosting, monitoring or maintenance is expressly part of the contract, the client remains responsible for adequate backups of productive data and systems. Coordinated backup and rollback concepts should be used before migrations and productive interventions.
14. Data protection and processing on behalf
Both parties comply with applicable data protection law. Where the Contractor processes personal data on behalf of the client and the requirements of Art. 28 GDPR apply, the parties conclude a data processing agreement before the relevant processing begins.
15. Confidentiality
Both parties treat information of the other party that becomes known during cooperation and is marked confidential or is confidential by its nature as confidential and use it only for performing the contract. Statutory disclosure obligations remain unaffected.
16. Employees and subcontractors
The Contractor may use its own employees and suitable subcontractors to provide the services. Where required by data protection law, requirements concerning processing on behalf and subprocessors are observed.
17. Reference use
Public naming of the client, its brands, logos or project as a reference occurs only where appropriate consent or another legal basis exists. Refusal of reference use has no effect on service performance.
18. Ongoing services and termination
Hosting, maintenance, support or other continuing obligations are subject to the terms and notice periods agreed in the relevant offer. Where no specific provision exists, termination is governed by statutory law. The right to extraordinary termination for good cause remains unaffected.
19. Final provisions
The law of the Federal Republic of Germany applies, excluding the UN Convention on Contracts for the International Sale of Goods. If the client is a merchant, legal entity under public law or special fund under public law, the place of jurisdiction for disputes arising from the contractual relationship is Oldenburg (Oldb.), insofar as legally permissible.
If individual provisions are or become invalid, the remaining provisions remain unaffected; statutory provisions take the place of the invalid provision.