Terms of Service
for software development, consulting, maintenance/support and SaaS services
fischerdev UG (haftungsbeschränkt) · Treffentrill 6, 74389 Cleebronn · HRB 798430, Stuttgart Local Court – Last updated: 23 June 2026
Section 1 – Scope, Contracting Parties
(1) These General Terms and Conditions (hereinafter "GTC") apply to all contracts between fischerdev UG (haftungsbeschränkt), Treffentrill 6, 74389 Cleebronn, represented by its managing director Fabian Fischer, registered in the commercial register of the Stuttgart Local Court under HRB 798430 (hereinafter the "Contractor"), and the customer (hereinafter the "Client") concerning the provision of services in the areas of software development, IT consulting, maintenance, support and Software-as-a-Service (SaaS).
(2) The GTC apply exclusively to entrepreneurs within the meaning of Section 14 BGB (German Civil Code), to legal entities under public law and to special funds under public law. No contract is concluded with consumers (Section 13 BGB).
(3) Deviating, conflicting or supplementary general terms and conditions of the Client do not become part of the contract unless the Contractor expressly agrees to their application in writing. This also applies where the Contractor renders services without reservation while being aware of the Client's terms and conditions.
(4) In their version valid at the time the contract is concluded, these GTC also apply as a framework agreement to all future contracts with the same Client, without the Contractor having to refer to them again in each individual case.
Section 2 – Conclusion of Contract, Description of Services
(1) The Contractor's offers are subject to change and non-binding unless they are expressly marked as binding. A contract comes into existence through the Contractor's written order confirmation, through the signing of an individual contract (e.g. service specification, statement of work, contract for work) or through the actual commencement of performance.
(2) The content and scope of the services follow primarily from the respective individual contract or service specification. These GTC apply in addition. In the event of conflicts, the following order of precedence applies: (a) the individual contract/service specification, (b) any annexes (e.g. service level agreement, data processing agreement), (c) these GTC.
(3) Depending on the agreement, the Contractor's services include in particular:
- Custom software development (contract for work, Werkvertrag)
- IT consulting and conceptual design (service contract, Dienstvertrag)
- Maintenance, upkeep and support of existing software (service or work contract depending on the subject matter)
- Provision of software as SaaS (rental agreement pursuant to Sections 535 et seq. BGB, applied by analogy)
(4) No particular commercial usability or any particular success beyond the contractually agreed subject matter of the services is owed, unless expressly agreed otherwise in writing.
(5) Where the contractually agreed quality of the service deviates from the customary quality of comparable services (negative quality agreement) – in particular when providing a prototype, an MVP, a beta or test version – this must be expressly marked as such in the individual contract and confirmed by the Client. The quality so agreed conclusively defines the owed subject matter of the service; it does not constitute a defect.
Section 3 – Client's Duties to Cooperate
(1) The Client is obliged to support the Contractor in the provision of services to a reasonable extent. This includes in particular the timely, complete and free-of-charge provision of all necessary information, data, access, test systems, contact persons, licences as well as any hardware and software.
(2) The Client shall designate a technically and organisationally responsible contact person who is authorised to make binding decisions on the course of the project.
(3) The Client is responsible for backing up its own data. Prior to any intervention by the Contractor in productive systems, the Client must carry out complete and restorable data backups.
(4) If the provision of services is delayed due to insufficient cooperation by the Client, agreed deadlines shall be postponed appropriately. Additional expenditure is remunerated separately at the agreed hourly rates.
Section 4 – Remuneration, Payment Terms
(1) The remuneration follows from the respective individual contract. Depending on the agreement, billing is on a fixed-price basis, on a time-and-material basis, or as a flat fee (e.g. monthly retainer or SaaS fee).
(2) For time-and-material billing, the hourly rates agreed in the individual contract apply. All services rendered are recorded in commenced 15-minute units. On request, the Contractor provides a monthly activity record.
(3) Fixed prices relate exclusively to the scope of services defined in the individual contract. Services that go beyond this (change requests) are commissioned separately and remunerated at the agreed hourly rates or as an additional fixed price.
(4) All prices are stated in euros plus statutory value-added tax. Travel costs, expenses and disbursements are invoiced separately against proof, unless expressly agreed otherwise.
(5) Invoices are due for payment without deduction within 14 days of the invoice date. Monthly flat fees and SaaS fees are invoiced in advance at the beginning of the respective billing period.
(6) In the event of default in payment, the Client owes default interest of nine percentage points above the base rate as well as a flat fee of EUR 40.00 pursuant to Section 288 (5) BGB. The right to assert further damages remains reserved.
(7) In the event of default in payment, the Contractor is entitled, after prior written notice, to withhold further services. For SaaS services, the Contractor is further entitled to block access; this does not release the Client from its payment obligation.
(8) The Client may only set off against undisputed or legally established counterclaims. The Client may assert a right of retention only on the basis of counterclaims arising from the same contractual relationship.
(9) For services under a contract for work – in particular website creation (Section 9a) – the Contractor is entitled to demand an advance payment of up to 60% of the agreed remuneration. Performance of the services only begins after receipt of the advance payment. The advance payment is offset against the final invoice.
(10) Recurring fees may be collected by the Contractor following the granting of a SEPA direct debit mandate. The pre-notification period is shortened to one day. Costs arising from a returned direct debit are borne by the Client to the extent it is responsible for the return.
(11) Insofar as no hourly rate has been agreed in the individual contract for services billed by time spent, an hourly rate of EUR 120.00 net per commenced hour applies.
Section 5 – Performance Periods, Deadlines
(1) Performance periods and deadlines are binding only if they have been expressly agreed in writing as binding.
(2) Events of force majeure entitle the Contractor to postpone the service by the duration of the impediment plus a reasonable start-up period. These include in particular pandemics, strikes, large-scale internet and power outages, interventions by public authorities, the failure of critical upstream suppliers as well as the failure of key personnel.
Section 6 – Special Provisions for Software Development (Contract for Work)
(1) The development of custom software is carried out on the basis of the requirements set out in the individual contract (e.g. functional specification, requirements specification, user stories, epics).
(2) The Contractor is entitled to render and have accepted the service in partial deliveries. Partial acceptances are permissible and customary.
(3) Acceptance takes place formally by written declaration of the Client. If the Client has not declared acceptance within 14 days of provision or has not given notice of specific material defects, the service is deemed accepted. The same applies upon productive use.
(4) Immaterial defects do not entitle the Client to refuse acceptance.
(5) The Contractor is entitled to use subcontractors and freelancers to perform the services. The Contractor remains responsible to the Client for the proper performance of the services.
Section 7 – Special Provisions for Consulting Services (Service Contract)
(1) Consulting services are rendered as services within the meaning of Sections 611 et seq. BGB. The Contractor owes professional advice, but not any particular commercial or technical success.
(2) The Contractor's recommendations are non-binding. The decision on their implementation and the responsibility for the implementation lie with the Client.
(3) The Contractor is free in the choice of its working methods and tools and is not bound by instructions. The engagement does not establish an employment relationship or a position comparable to that of an employee.
Section 8 – Special Provisions for Maintenance and Support
(1) The subject matter of the maintenance and support services are the services described in the individual contract or SLA, in particular fault rectification, upkeep, updates, patches and support requests.
(2) Unless agreed otherwise, support services are rendered on working days (Monday to Friday, excluding public holidays at the Contractor's registered office) from 09:00 to 17:00.
(3) Response and restoration times apply only insofar as they are expressly agreed in an SLA.
(4) Maintenance does not cover services required due to faults caused by improper operation, interventions by third parties, changes to the operating environment or force majeure. Such services are remunerated separately according to time spent.
Section 9 – Special Provisions for SaaS Services
(1) For SaaS services, the Contractor makes the software designated in the individual contract available to the Client for use for a limited time via the internet. The software is not transferred; the provisions of Sections 535 et seq. BGB apply accordingly.
(2) The Contractor operates the software in an infrastructure provided by the Contractor or by a third party. The handover point is the router output of the data centre.
(3) The Contractor owes an availability of the SaaS service of 98.0% on an annual average, unless a different value is agreed in the individual contract. Scheduled maintenance windows, outages outside the Contractor's area of responsibility and outages for which the Client is responsible do not count as non-availability.
(4) For the term of the SaaS contract, the Client receives a non-exclusive, non-transferable, non-sublicensable right of use within the scope agreed.
(5) The Client may not use the software outside the agreed scope of use, in particular may not make it accessible to third parties.
(6) The Client remains the owner of the data it enters. After the end of the contract, the Contractor makes the data available for export for a period of 30 days; thereafter it is deleted.
Section 9a – Special Provisions for Website Creation and the Hosting and Service Package
(1) Services and models. The services in the area of websites comprise (i) the one-time creation of a website (service under a contract for work) and (ii) ongoing operation in the form of a hosting and service package (continuing obligation). Both are always shown as separate items in the offer. Two models:
- a) Purchase model: Creation and the hosting package are offered separately and accepted separately. The hosting package is optional; without its conclusion, handover takes place under paragraph 6.
- b) Rental model: Creation and the hosting package are combined in one offer and commissioned jointly upon its acceptance; they remain shown as separate items.
(2) Website creation (contract for work). The Contractor creates the website in accordance with the requirements set out in the individual contract. Section 6 applies accordingly, with the proviso that the acceptance period for the website creation is seven days.
(3) Remuneration for creation; advance payment. Unless agreed otherwise: (a) 60% as an advance payment after conclusion of the contract, (b) 40% after go-live readiness. The advance payment relates exclusively to the setup/creation fee, not to the ongoing subscription fee. Creation only begins after receipt of the advance payment. The advance payment is offset against the final invoice.
(4) Provision; reservation of rights. Upon full payment of the setup/creation fee, the Client acquires rights of use under Section 10 and receives the website as a runnable container image (Docker image) or static build output (paragraph 9). Operation requires a hosting package under paragraph 5. Until payment in full, all rights remain with the Contractor; the transfer of rights is subject to the condition precedent of receipt of payment in full.
(5) Hosting and service package. Ongoing operation is rendered on the basis of a hosting and service package. The monthly fee is, depending on scope, regularly between EUR 29.00 and EUR 49.00 net. Subscription billing begins, depending on the model, in the first or third month after go-live in accordance with the offer. Sections 535 et seq. BGB and Section 9 apply accordingly.
(5a) Included changes (change quota). A change comprises minor content adjustments (in particular texts, images, opening hours, prices, contact details) with an effort of up to 30 minutes. Not included: structural rebuilds, new subpages, features, integrations, layout or design changes. Unused changes expire at the end of the month. Additional effort is remunerated pursuant to Section 4(11).
(5b) Security updates. Security updates are provided exclusively for highly critical vulnerabilities (classification on the basis of recognised standards such as CVSS, severity "critical"). Lead time up to one month. Any further update obligations exist only on the basis of a separate SLA (Section 8).
(6) Handover without a hosting package. If there is no hosting package, the Contractor provides the website as a container image or static build output. No operation by the Contractor takes place. The Client is itself responsible for independent operation.
(7) Suspension in the event of default in payment. In the event of default with hosting fees due, the Contractor is entitled, after an unsuccessful reminder and a set deadline (at least 14 days) and prior notice, to suspend availability by displaying a notice page. Data is not deleted. The payment obligation remains unaffected. After settlement, the website is made available again without undue delay.
(8) No release of the source code. There is no claim to the release of the source code, the build and development environment, or the Contractor's Background IP (Section 10(3)); Section 10(2) remains unaffected.
(9) Provision format; migration. Provision is made as (a) content and data in a customary market format (database export, media) and (b) a runnable container image (Docker image) or static build output. Source code and Background IP are not included. Migration support is provided upon separate commissioning (Section 4(11)).
(10) Domain. Registered domains are managed for the account of the Client. At the end of the contract, the domain is transferred to the Client after settlement of all claims (transfer/auth code).
(11) Client content. The Client warrants that it is entitled to use the content provided (texts, images, logos, trademarks) and that its publication does not infringe any third-party rights. The Client indemnifies the Contractor against third-party claims.
(12) Reference and promotion. (In addition to Section 10(6)) The Contractor is entitled to use the created website for reference and advertising purposes, in particular by naming, screenshots, before/after, linking on its marketing channels as well as in offer and sales documents. Objection in text form is possible at any time.
(13) Self-reference in the footer (backlink). The Contractor is entitled to place a reference to its authorship together with a link in the footer of the website (e.g. "Website created by fischerdev"). Removal at the Client's request against a fee of EUR 149.00 net (absent any other agreement).
(14) Take-over of the website in the rental model (buy-out). In the rental model (paragraph 1 lit. b), the Client may request that the right to use the website specifically created for it be granted permanently (buy-out). The buy-out amount is structured on a declining basis: EUR 1,500.00 net at the start, reduced by EUR 300.00 net for each fully completed rental year, so that it is EUR 0.00 from 5 years onwards (after 1 year: EUR 1,200.00; after 2 years: EUR 900.00; after 3 years: EUR 600.00; after 4 years: EUR 300.00; from 5 years: EUR 0.00). The Contractor's Background IP (Section 10(3)) remains with the Contractor. Migration support after the buy-out is billed by time and effort (Section 4(11)).
(15) Hosting decision in the purchase model. In the purchase model (paragraph 1 lit. a), the Client chooses at conclusion of the contract whether the website (a) is operated by the Contractor – ongoing hosting fee under Section 5 – or (b) is operated by the Client itself or a third party (self-hosting) – no ongoing hosting fee, handover under paragraph 9. A later switch to the Client's own infrastructure is billed by time and effort at EUR 120.00 net per commenced hour.
(16) No success owed (reach, ranking, acquisition). The Contractor owes the contractual creation and the agreed operation of the website, but not any particular commercial or communicative success. In particular, no specific search-engine rankings, visibility, visitor or traffic numbers, enquiries, leads, contract conclusions or revenues are owed or warranted. Insofar as SEO services are agreed, these are optimisation measures according to the current state of the art (best efforts), not a guarantee of success.
(17) Availability, maintenance, third-party services, force majeure. The Contractor endeavours to achieve high availability of the website but does not owe any particular availability unless an explicit SLA is agreed in the individual contract. The Contractor is entitled to carry out plannable maintenance, update and security work and to temporarily restrict the website for this purpose. Operation uses third-party inputs (in particular CDN and hosting providers such as Cloudflare). The Contractor is not liable for outages of such third-party services or for events of force majeure (large-scale network/power outages, DDoS, official measures, natural events), insofar as it is not responsible for them.
(18) Termination of the rental model without buy-out. If the rental relationship (paragraph 1 lit. b) ends without exercising the take-over under paragraph 14, the right of use ends with the end of the contract; the Contractor is entitled to take the website offline. The Client is entitled to the free release of its own content and the personal data collected via the website in a customary market export format. There is no claim to the release of the finished website or the Background IP without a buy-out.
(19) Adjustment of recurring fees. The Contractor is entitled to adjust the recurring fees to offset increased costs at its reasonable discretion (Section 315 BGB); announcement at least six weeks in advance in text form. If the increase does not exceed the rise in the consumer price index (CPI, Federal Statistical Office), it is deemed approved unless the Client objects before it takes effect; otherwise it requires express consent. The Client has a special right of termination as of the date the increase takes effect. This provision takes precedence over Section 17(5) for website fees.
(20) Responsibility for mandatory content and accessibility. The Client is responsible for the substantive accuracy and legal admissibility of the legally required information – in particular legal notice/imprint (Section 5 DDG), privacy policy (Article 13 GDPR) and cookie/consent management (Section 25 TDDDG). The Contractor provides the technical prerequisites on request but owes no legal advice or drafting of the legal texts. Insofar as the website falls under the BFSG (German Accessibility Strengthening Act, in particular for e-commerce functions such as online booking or shop), the Client must inform the Contractor before conclusion of the contract; implementation is to be agreed separately.
(21) Maintenance, changes and support. Ongoing maintenance regularly covers technical currency (security and functional updates) and operation, but not editorial content maintenance. Unless expressly designated as included, content changes must be commissioned separately and are billed by time and effort at EUR 120.00 net per commenced hour.
(22) Data backup and data loss. As part of ongoing operation, the Contractor creates regular backups of the website and the data collected via it to a customary market extent. A specific backup frequency or retention period is owed only insofar as expressly agreed in the individual contract. For the loss of data, the Contractor is liable only in accordance with the liability provisions of these GTC.
(23) Transfer of the contract by the Contractor. The Contractor is entitled to transfer its rights and obligations under the contract, in whole or in part, to an affiliated company (Sections 15 et seq. AktG, in particular within the fischerdev group of companies). The Client will be informed of this in text form. The quality of services and the contractual conditions remain unaffected; the transfer does not require the Client's separate consent. If the transfer is unreasonable for the Client in an individual case, the Client has a special right of termination.
(24) Insolvency, death, cessation of business of the Client. In the event of the opening of insolvency proceedings over the Client's assets, its cessation of business or – in the case of natural persons – its death, the contract may be terminated by either party for good cause. The Contractor releases the Client's content and personal data and – after settlement of outstanding claims – the managed domain to the insolvency administrator, the legal successor or the heirs, provided they legitimise themselves. The data is retained for at least 90 days after the end of the contract and then deleted in compliance with data protection law.
(25) Acceptance fiction upon provision for acceptance. If the Contractor provides the website for acceptance and requests the Client to accept it, the website is deemed accepted if the Client does not refuse acceptance, stating at least one material defect, within 14 days of receipt of the request. The Contractor informs the Client in the request of the significance of its conduct and of the deadline. The Client's productive use of the website also counts as acceptance. Section 6 of the GTC otherwise remains unaffected.
(26) Continuity if the Contractor ceases to exist. The Contractor takes reasonable precautions, to the extent reasonable, so that the Client obtains access to its content, the data collected via the website and the managed domain in the event of a permanent cessation of business operations (in particular by providing exports and cooperating in the domain transfer). There is no claim beyond this to uninterrupted continued operation. The Client is advised to make use of the take-over option (paragraph 14) or self-hosting (paragraph 15) if continuous availability is important to it.
Section 10 – Rights of Use in Work Results
(1) Upon full payment of the agreed remuneration, the Contractor grants the Client a non-exclusive right of use, unlimited in time and territory, for the contractually intended purpose.
(2) An exclusive right of use, the right to modify and further develop, to sublicense or to transfer to third parties is granted to the Client only if expressly agreed in writing.
(3) The Contractor reserves all rights to tools, frameworks, libraries, templates, generic modules and know-how developed before the start of the contract or independently of the respective contract ("Background IP").
(4) If open-source components or other third-party software ("Third-Party Components") are used, their licence terms take precedence. On request, the Contractor documents the Third-Party Components used.
(5) The following applies in addition to Third-Party Components: the Contractor does not warrant compatibility in all operating environments. Without a maintenance contract, updates and security updates are the responsibility of the Client. For damages caused by Third-Party Components, the Contractor is liable only in accordance with Section 12.
(6) The Contractor may refer to the services rendered for the Client, naming the Client (company, logo), for reference purposes, unless the Client objects.
Section 11 – Warranty
(1) The Contractor warrants that the contractually owed services are free from defects of title and material defects. An insignificant deviation from the agreed quality does not constitute a defect.
(2) For services under a contract for work, the warranty period is twelve months from acceptance. For services under a service contract, the statutory provisions apply.
(3) The Client must give notice of defects without undue delay, in writing and in a comprehensible manner. The Contractor has the right to subsequent performance by rectification or new delivery. If the subsequent performance fails twice, the Client is entitled to reduce the price or to withdraw from the contract.
(4) There are no claims for defects based on improper use, unauthorised changes or interventions by third parties.
(5) The Contractor assumes no warranty for the functionality of the service in operating environments that are changed after acceptance (in particular server configuration, operating system, software updates, interventions by the Client or third parties).
(6) For SaaS services, the strict (fault-independent) liability for initial defects pursuant to Section 536a (1) alt. 1 BGB is excluded.
Section 12 – Liability
(1) The Contractor is liable without limitation in cases of intent and gross negligence, for injury to life, body or health, under the German Product Liability Act, and to the extent of a guarantee assumed.
(2) In the case of slightly negligent breach of a cardinal obligation, liability is limited to the foreseeable damage typical for this type of contract.
(3) In all other respects, liability for slight negligence is excluded.
(4) The amount of damage is limited per case of damage to the net remuneration paid under the affected individual contract in the last twelve months, to a maximum of EUR 100,000.00 per event and EUR 250,000.00 per contract year.
(5) For the loss of data, the Contractor is liable only in the amount of the expenditure that would have been necessary for restoration had data been backed up properly. The Client is obliged to carry out complete data backups at least once a day.
(6) The limitations of liability also apply for the benefit of the Contractor's legal representatives, employees and vicarious agents.
Section 13 – Confidentiality
(1) The contracting parties undertake to keep secret all confidential information of the other party that becomes known in the course of performing the contract, not to disclose it to third parties, and to use it exclusively for the purposes of performing the contract.
(2) Confidential information is all information marked as confidential as well as information whose confidentiality arises from the circumstances, in particular business and trade secrets within the meaning of the German Trade Secrets Act (GeschGehG).
(3) The obligation does not apply to information that is generally known, was already known to the receiving party, or must be disclosed due to a statutory obligation.
(4) The obligation continues to apply for a further three years after the end of the contract.
Section 14 – Data Protection
(1) The contracting parties comply with the applicable data protection regulations, in particular the GDPR and the German Federal Data Protection Act (BDSG).
(2) Insofar as the Contractor processes personal data on behalf of the Client, the parties conclude a data processing agreement (DPA) pursuant to Article 28 GDPR before the processing begins. The DPA forms part of the contract.
(3) The Contractor is entitled to process the Client's personal data for the purpose of performing the contract. In all other respects, the privacy policy at https://fischerdev.com/de/legal/privacy-policy applies.
Section 15 – Non-Solicitation
The Client undertakes, during the term of the contract and for twelve months after its termination, not to solicit or have solicited any employees or freelancers of the Contractor who were involved in the provision of services. For each case of breach, the Client owes a contractual penalty in the amount of one gross annual salary of the solicited employee.
Section 16 – Term, Termination
(1) The term of the individual contracts is governed by the respective individual contract.
(2) Contracts for one-time work or services end upon complete performance or acceptance.
(3) Contracts with ongoing services (maintenance, support, SaaS) may be terminated by ordinary notice with a notice period of three months to the end of a minimum contract term of twelve months and, thereafter, with a notice period of three months to the end of a month.
(3a) The hosting and service package (Section 9a (5)) is an ongoing service relationship within the meaning of paragraph 3 and is subject to the minimum contract term and notice period governed there. The one-time creation service (Section 9a (2)) ends upon acceptance.
(4) The right to extraordinary termination for good cause remains unaffected. Good cause exists in particular if the Client is in default with payments of more than two monthly amounts or files for insolvency.
(5) Terminations require text form (Section 126b BGB). Email is sufficient.
Section 17 – Final Provisions
(1) The law of the Federal Republic of Germany applies, to the exclusion of the UN Convention on Contracts for the International Sale of Goods (CISG).
(2) The exclusive place of jurisdiction for all disputes is, to the extent legally permissible, the Contractor's registered office.
(3) The place of performance for all services is the Contractor's registered office.
(4) Amendments and supplements to these GTC require text form. This also applies to the waiver of this form requirement.
(5) The Contractor is entitled to amend these GTC with effect for the future. Amendments are announced at least six weeks before they take effect. If the Client does not object within six weeks, the amendments are deemed approved.
(6) Should individual provisions be or become wholly or partially invalid or unenforceable, the validity of the remaining provisions shall not be affected (severability clause).