Terms of service
General Terms and Conditions (T&C)
General Terms and Conditions (T&C)
1. Scope of Application
1.1 These General Terms and Conditions (T&C) apply to all services and
products offered by Datora GmbH & Co. KG (hereinafter referred to as the "Provider").
1.2 Deviating conditions of the customer are not recognized unless the Provider explicitly agrees
to their validity in writing.
1.3 The offers and services of the Provider are generally directed at companies (B2B) within the
meaning of § 14 BGB (German Civil Code). Companies are also natural or legal persons who act in
exercise of their commercial or independent professional activity. Exceptionally,
invoicing can also be issued to sole traders in the process of formation or to a private individual,
provided they are demonstrably in the specific formation process of a company. In such
exceptional cases, possible consumer protection under German law (e.g.
revocation rights) will be pointed out separately in the individual contract.
2. Subject Matter of the Contract
2.1 Scope of Services
2.1.1 The Provider provides services in the field of a modern digital agency, in particular
the conception, implementation, and support of websites, online shops, and web-based solutions
via various content management systems (CMS) or E-Commerce platforms.
2.1.2 Additionally, the Provider offers further Consulting services and services that serve the processing
of IT and media processes.
2.1.3 The Provider may license self-developed software solutions and applications that can be used for
commerce/E-Commerce purposes.
2.2 Individual Agreements
2.2.1 The exact services, conditions, and project contents are determined between the Provider and the
customer in a separate contract (e.g. quote, order, or service description). These T&C supplement
the individual agreements.
2.2.2 If no comprehensive functional specification or detailed project description is available, the
items listed in quotes or invoices are considered the binding service description.
2.2.3 Within the framework of alignment (e.g. during the design or development phase), the
customer can request minor changes or Consulting services. Minor changes are those
that do not significantly depart from the already approved conceptual framework. If change
requests exceed the agreed scope of services or if it turns out that they
require significantly more development or design effort, these will be charged separately
according to the agreed hourly rates or according to a new quote.
2.2.4 If the customer does not fulfill their duty to cooperate (e.g. provision of data, access data, or
approvals) in a timely manner, the Provider reserves the right to charge an additional cost
expenditure for delays or additional efforts.
3. Prices and Payment Terms
3.1 Agreed Prices
3.1.1 The prices for services and products are agreed individually between the Provider and the
customer. The conditions stated in the respective offer or contract are decisive.
3.1.2 All prices are subject to the respective applicable statutory value-added tax, unless
otherwise stated.
3.1.3 Payments are due within 14 days after invoicing, unless otherwise agreed
in writing.
3.2 Duty to Cooperate and Additional Effort
3.2.1 If the customer does not fulfill their duty to cooperate, in particular when providing
access data, permissions, releases, or other information, the Provider is
entitled to invoice the resulting additional effort at the currently valid agency
hourly rate.
3.2.2 In the event of dunning procedures, lack of cooperation, or other exceptional cases, the Provider is
entitled to bill all additionally incurred services at the regular agency hourly rate.
Deviating special agreements regarding lower hourly rates are considered null and void in these
cases.
3.3 Default of Payment
3.3.1 If the customer is in default of payment, the Provider is entitled to demand interest on arrears in the
amount of 9 percentage points above the base interest rate of the European Central Bank p.a. The
assertion of higher damage caused by delay remains reserved.
3.3.2 The Provider reserves the right to suspend services and/or terminate the contract extraordinarily
in the event of persistent payment default despite a reminder.
3.3.3 For each reminder after defaults occur, the Provider may charge a reminder fee of 5.00
EUR, unless the customer proves a lower damage.
4. Duties of the Customer to Cooperate
4.1 The customer undertakes to provide all necessary information, documents, and access in a timely
manner and in a suitable form.
4.2 If the project is delayed due to insufficient cooperation from the customer, the Provider
may charge for the resulting additional effort accordingly.
4.3 In the event of a significant delay due to omitted duties to cooperate, the Provider may terminate the
contract with 14 days' notice after prior written notification. The services provided up to the
termination will be invoiced in full. The customer will be informed about possible scenarios that
could lead to delays and endangerment of the project in the initial discussion
and informed or reminded again in corresponding cases.
5. Termination and Contract Duration
5.1 Contract Duration
5.1.1 The contract duration is based on the individual agreements in the respective order or
contract.
5.1.2 For long-term obligations (e.g. maintenance contracts or ongoing support), the
minimum term is 12 months, unless otherwise agreed. The notice period in this case is
3 months to the end of the contract term. If no timely termination occurs, the contract is
automatically extended by a further 12 months.
5.2 Termination by the Provider
5.2.1 The Provider is entitled to terminate the contract without notice for good cause if the
customer repeatedly violates their duties to cooperate despite a written request and a
reasonable grace period of at least 14 days, and timely project completion is endangered.
5.2.2 Good cause also exists if the customer is in default with payments of at least one
monthly fee for more than 30 days or if insolvency proceedings are opened against the customer's
assets or rejected for lack of assets.
5.2.3 In this case, all services provided up to that point as well as additional expenses incurred
will be billed according to the regular agency hourly rate. A price list,
hourly rates, or units are available to the customer at the start of the contract.
5.3 Termination by the Customer
5.3.1 Ordinary termination by the customer is possible in compliance with the agreed
notice periods. The termination must be in writing.
5.3.2 The right to extraordinary termination for good cause remains unaffected. Good cause
exists in particular if the Provider repeatedly violates essential contractual duties despite a warning.
5.3.3 The Provider has a claim to remuneration for services already provided, even in the case
of termination by the customer.
5.4 Hosting and other Contract Termination
5.4.1 Insofar as the Provider books or provides hosting contracts, database, or cloud services on
behalf of the customer, separate contract terms apply between the customer and the
respective third-party provider.
5.4.2 If the main contract concluded with the Provider ends, the Provider can at any time stop the further
support or payment of such hosting services.
5.4.3 Unless separately regulated, the customer is responsible for taking over the contract with the
third-party provider or terminating it in time. If the customer does not fulfill this duty, any
contracts running via the Provider will be terminated in compliance with the respective valid
notice periods.
6. Confidentiality and Data Protection
6.1 Confidential Information
6.1.1 The Provider undertakes to treat all confidential information of the customer made accessible
to them within the scope of the project in strict confidence and only to use it for the fulfillment of the
contractually agreed services.
6.1.2 The customer also undertakes to pass on confidential information of the Provider to third parties
only after written consent.
6.1.3 All information and documents that are marked as confidential or whose confidentiality arises
from the circumstances, in particular technical and economic information, business and trade
secrets, are deemed confidential.
6.2 Data Protection
6.2.1 The Provider processes personal data of the customer exclusively within the framework of the
applicable data protection laws (in particular GDPR).
6.2.2 If order processing within the meaning of Art. 28 GDPR occurs as part of the service provision,
a separate agreement will be concluded for this.
6.2.3 Further information on data protection can be recorded in a separate privacy policy or a
confidentiality agreement (NDA).
6.3 Contractual Penalty for Violation
In the event of intentional or grossly negligent breach of confidentiality obligations, the violated
party may demand a contractual penalty of up to 5,000.00 EUR per violation. The
assertion of damages beyond this remains reserved. The amount of the contractual penalty is
based on the severity of the violation and the damage incurred.
7. Warranty and Support
7.1 Warranty
7.1.1 The Provider guarantees that the services created comply with the contractually agreed
requirements at the time of acceptance and are provided according to the state of the art defined at the
start of the project.
7.1.2 The customer must check the services provided immediately after completion and report any
defects in writing within 14 days after provision. Otherwise, the services are considered
accepted.
7.1.3 Defects caused by improper operation, changes by the customer or third parties, external
software updates, or lack of maintenance are excluded from the warranty.
7.1.4 The warranty period is 12 months from acceptance of the services.
7.2 Support and Maintenance
7.2.1 Maintenance and support services are not part of every project and must be agreed
separately (e.g. in the form of a monthly flat-rate maintenance fee).
7.2.2 The scope of maintenance and support services as well as the corresponding response times
will be established in a separate agreement.
7.2.3 Without an additional maintenance and support agreement, there is no claim to ongoing
support beyond acceptance.
8. Correction Loops and Approvals
8.1 Design Processes
8.1.1 To the extent agreed in the offer, up to a certain number of correction loops are included in the
project price.
8.1.2 After written approval by the customer (e.g. design approval), the claim to further fundamental
adjustments in the already approved scope of services expires.
8.1.3 Change requests after an approval can only be implemented for additional remuneration.
8.2 Web Projects
8.2.1 The Provider regularly coordinates intermediate results with the customer.
8.2.2 After a binding approval by the customer, large changes in the concept or functional scope can
only be implemented for additional effort and remuneration.
8.2.3 The approval of partial services and intermediate results is done in writing (email is sufficient)
and is binding for both parties.
9. Liability
9.1 Scope of Liability
9.1.1 The Provider is liable without limitation for damages resulting from injury to life, body, or
health resulting from an intentional or negligent breach of duty by the Provider, its
legal representatives, or vicarious agents.
9.1.2 For other damages, the Provider is only liable if they are based on an intentional or grossly
negligent breach of duty by the Provider, its legal representatives, or vicarious agents.
9.1.3 In the event of a slightly negligent breach of essential contractual obligations (cardinal obligations),
the Provider's liability is limited in amount to the foreseeable, typically occurring damage.
Essential contractual obligations are those whose fulfillment makes the proper execution of the
contract possible in the first place and on whose compliance the contractual partner regularly
trusts and may trust.
9.1.4 When working with third-party providers or platforms (e.g. Shopify), the Provider assumes no
liability for any malfunctions, failures, or incorrect updates of these platforms. Loss of revenue or
profit incurred by the customer as a result of such platform problems is also excluded from the
Provider's liability, unless the Provider is guilty of grossly negligent or intentional behavior.
9.1.5 Unless a maintenance contract is agreed, the customer is obliged to perform regular
backups and install security updates. The Provider is not liable for data loss or failures after
project completion if no maintenance flat rate or support agreement exists.
9.2 Force Majeure and External Influences
The Provider assumes no liability for delays or performance obstacles that are outside its
sphere of influence, in particular in cases of force majeure or violations of the customer's
duty to cooperate.
9.3 Data Backup
The customer is responsible for the regular backup of their data. The Provider is liable for
data loss only within the framework of the liability limitations according to Section 9.1 and only to the
extent that would have occurred even with proper data backup by the customer.
10. Copyright and Licensing
10.1 Ownership
10.1.1 All solutions, designs, and content developed by the Provider remain, unless otherwise agreed,
the property of the Provider until full payment of all claims from the contractual relationship.
10.1.2 After full payment, the customer receives the agreed usage rights to the created works
according to the conditions specified in Sections 10.2 and 10.3.
10.2 Usage Rights
10.2.1 After full payment of the agreed remuneration, the customer receives a non-exclusive,
geographically unrestricted right to use the developed solutions in their business area according
to the contract.
10.2.2 For solutions developed individually for the customer and fully paid for, the customer receives,
unless otherwise agreed, an exclusive usage right for the content and solutions specifically
created for them.
10.2.3 For standard components that the Provider uses as part of its solutions (e.g. proprietary frameworks,
modules, plugins), the customer merely receives a non-exclusive usage right.
10.3 Transfer and Sublicensing
10.3.1 A transfer, sale, or sublicensing of the developed solutions to third parties is not permitted
without the express written consent of the Provider.
10.3.2 In the event of violations of copyright and/or these regulations, the Provider reserves the right to
assert claims for damages and take legal action.
11. Amendment of the T&C
11.1 The Provider reserves the right to change or update these T&C with effect for the future.
11.2 Changes will be announced to the customer in text form (e.g. by email) no later than four weeks
before they are planned to take effect.
11.3 The customer has the right to object to the changes within four weeks after receipt of the
notification. In the event of an objection, the previous T&C remain in force.
11.4 If the customer does not object within the period, the changed T&C are deemed accepted. The
Provider will inform the customer in the notification about the significance of their silence.
12. Place of Jurisdiction and Applicable Law
12.1 Choice of Law
The law of the Federal Republic of Germany applies, excluding the UN Convention on Contracts for the International Sale of Goods.
12.2 Place of Jurisdiction
If the customer is a merchant or a legal person under public law or has no general place of jurisdiction
in Germany, the Provider's registered office applies as the place of jurisdiction.
12.3 Place of Performance
The place of performance for all services under this contract is the Provider's registered office, unless
otherwise agreed.
13. References
13.1 The Provider is entitled to use the products, websites, designs, or excerpts thereof created
within the scope of the project after project completion as a reference in its own advertising media
(e.g. portfolio).
13.2 The customer can object to the use in writing if there is a legitimate interest against the inclusion
as a reference. The objection must be made within 14 days after project completion.
14. Severability Clause
Should individual provisions of these T&C be or become invalid in whole or in part, the validity of the
remaining regulations shall remain unaffected. Instead of the invalid provision, that regulation
shall be deemed agreed which comes closest to the economic purpose of the invalid provision.
The same applies to any gaps in these T&C.
As of: April 2025