Contractual Terms
General Terms and Conditions
Contractual terms for software development and IT services.
As of: October 14, 2025
§ 1–4
Fundamentals
1. Scope
These General Terms and Conditions apply to all contracts between upbyte® e.K. and its clients for software development, IT services, consulting, and training. They supplement individual contracts and take precedence over any conflicting terms of the client.
2. Contractual Obligations
upbyte® undertakes to provide the agreed services with due diligence and professional expertise. The client shall establish the necessary technical prerequisites for the proper operation of the software.
3. Subcontractors
upbyte® is entitled to engage subcontractors and bears responsibility for their selection, performance, as well as the safeguarding of trade secrets and data protection.
4. Cooperation Obligations
The client shall provide all required information, data, and access credentials in a timely manner and shall give prompt feedback within the scope of the project.
§ 5–6
Project Execution
5. Contact Person
The client shall designate a competent contact person with decision-making authority for the duration of the project to ensure efficient communication.
6. Changes in Project Scope
Any changes or extensions to the scope of services require a separate agreement and may result in adjustments to pricing or timelines.
§ 7–9
Compensation and Payment
7. Fee Structure
Compensation is provided either on a fixed-price basis or on a time-and-materials basis (hourly rates), as agreed in the respective contract.
8. Payment Terms
Invoices are due for payment within 14 days of the invoice date without deduction, in accordance with § 286 BGB (German Civil Code).
9. Default
In the event of payment default, default interest pursuant to § 288 (2) BGB (9 percentage points above the base interest rate) as well as dunning fees shall be charged.
§ 10–13
Warranty and Liability
10. Warranty
upbyte® warrants that the services conform to the agreed specifications at the time of delivery. In the event of defects, rectification or re-performance shall be provided.
11. Defect Notification
Apparent defects must be reported in writing immediately upon discovery with a detailed description (e.g. screenshots, videos).
12. Limitation Period
Warranty claims become time-barred within one year of delivery. Damage claims are subject to extended periods depending on the degree of fault.
13. Limitation of Liability
Liability exists only in cases of intent and gross negligence. In cases of slight negligence, liability is limited to foreseeable damages typical for the contract, up to the order value.
§ 14–17
Special Provisions
14. Force Majeure
No liability for damages caused by force majeure such as strikes, natural disasters, or cyber attacks.
15. Mediation Clause
In the event of disputes, a mediation procedure in accordance with IHK Schleswig-Holstein (Chamber of Commerce) shall first be conducted before state courts may be invoked.
16. Retention of Title
Until full payment has been received, upbyte® retains ownership of all created software products, websites, and source code.
17. Copyright
upbyte® retains all copyrights. Upon full payment, the client receives a simple, non-exclusive right of use for internal purposes.
§ 18–20
Final Provisions
18. Data Protection
upbyte® is committed to compliance with all applicable data protection regulations. Details are governed by the separate Privacy Policy.
19. Confidentiality
Both parties undertake to treat all trade secrets and information of the other party as confidential.
20. Choice of Law
German law shall apply to the exclusion of the UN Convention on Contracts for the International Sale of Goods. The place of jurisdiction is the registered office of upbyte®.
These General Terms and Conditions form an integral part of the contract and are acknowledged by the client upon signing the offer or order confirmation.
upbyte® e.K. · Schleswig-Holstein
As of: October 14, 2025
Further Information