General Terms and Conditions

of codestryke GmbH for contracts with businesses and public sector clients

This is a convenience translation. In case of discrepancies, the German version prevails.

Contents

§ 1 Scope

1. These General Terms and Conditions (“Terms”) apply to all contracts between codestryke GmbH, Jahnstraße 23, 89168 Niederstotzingen, Germany (“codestryke”), and its customers for consulting, design and solution architecture, software and platform development (for example for edge, cloud, web and apps), data analytics and AI solutions, integration, training, operation, hosting and support, and for the supply of hardware.
2. codestryke concludes contracts exclusively with entrepreneurs within the meaning of § 14 of the German Civil Code (BGB), legal entities under public law and special funds under public law (together “Customers”), not with consumers within the meaning of § 13 BGB.
3. General terms and conditions of the Customer do not become part of the contract, even if codestryke does not expressly object to them or performs services with knowledge of them. They only apply to the extent that codestryke expressly agrees to them in text form (for example by email).
4. For contracts with public sector clients, the Supplementary Terms of Contract for the Procurement of IT Services (EVB-IT) or other contract terms prescribed by public procurement law take precedence over these Terms, insofar as they form part of the contract.
5. These Terms, in the version valid when the contract is concluded, also apply to future contracts for similar services with the same Customer without codestryke having to refer to them again. The current version is available at codestryke.com/agb/.

§ 2 Conclusion of Contract and Contract Documents

1. Offers from codestryke are non-binding unless they are expressly designated as binding or contain a period for acceptance.
2. A contract is concluded when the Customer accepts an offer from codestryke in text form, for example by signature, purchase order or email, or when codestryke confirms an order from the Customer in text form. If codestryke begins performance before then by mutual agreement with the Customer, the terms of the offer apply.
3. The content and scope of the services are determined by the individual contract or the accepted offer including the service description, where applicable by a service level agreement (“SLA”), and additionally by these Terms. In the event of conflicts, they apply in this order. With regard to the protection of personal data, a data processing agreement (§ 17(2)) takes precedence over all other provisions.
4. Service descriptions, presentations, demonstrations and samples describe the service; they are not guarantees. codestryke only assumes a guarantee if it is expressly designated as such in text form.

§ 3 Services and Contract Models

1. The applicable contract model is specified in the offer:
   a) Time and material: codestryke provides the agreed services as services under a contract for services (§§ 611 et seq. BGB) professionally and with the necessary care, but does not owe a specific result. The actual effort is remunerated at the hourly or daily rates stated in the offer.
   b) Fixed price: If a fixed price has been agreed for a work result specified in the service description, codestryke owes this result as a work under a contract for work (§§ 631 et seq. BGB), subject to acceptance in accordance with § 8.
   c) codestryke provides operation, hosting and support as ongoing services in accordance with § 9, usually against recurring remuneration.
   d) The supply of hardware is governed by the law on sales, subject to § 10.
2. Consulting, workshops, training and support are services under a contract for services, even if they are remunerated at a flat rate, unless a specific result has been expressly agreed as a work.
3. Effort estimates, for example in person-days, story points or sprints, are non-binding planning figures unless a fixed price or a binding cap has been expressly agreed. If it becomes apparent that an estimate will be significantly exceeded, codestryke informs the Customer in good time so that the Customer can decide on scope and priorities.
4. codestryke determines the manner in which the services are performed within the framework of the contract and works mainly remotely; on-site assignments take place by arrangement. codestryke’s employees are subject exclusively to codestryke’s right to issue instructions and are not integrated into the Customer’s operations. The Customer agrees functional requirements with codestryke’s contact persons.
5. codestryke may use qualified subcontractors, including data center and cloud providers, and remains responsible to the Customer for their performance. For sub-processors within the meaning of data protection law, the data processing agreement (§ 17(2)) applies.

§ 4 Collaboration and Changes

1. Each party appoints a contact person and a deputy who can make binding decisions on its behalf or obtain such decisions at short notice.
2. If the parties work in an agile manner, for example in sprints, they jointly define the goals of each sprint; codestryke presents the results at the end of the sprint. For time-and-material services, the Customer may add to, change and reprioritize requirements at any time; the goals of a running sprint are only changed by mutual agreement. Sprint goals, backlogs and roadmaps are planning tools, not binding deadlines or performance commitments.
3. If a fixed scope of services has been agreed, in particular for a fixed price, changes to this scope require an agreement in text form (change request). codestryke reviews change requests and informs the Customer of their impact on services, remuneration and deadlines. Until an agreement is reached, codestryke continues to work on the basis of the existing agreement. If the review of a change request alone requires considerable effort, codestryke may charge for it on a time-and-material basis after giving prior notice.

§ 5 Customer Cooperation

1. The Customer supports codestryke in performing the services and provides, in good time and free of charge, the prerequisites within its area of responsibility. These include in particular
   a) information, documents, interface descriptions and decisions,
   b) access to systems, data, networks, repositories, cloud environments and premises, including secure remote access,
   c) suitable test and integration environments and test data; in industrial projects also access to the relevant machines and plants or to a representative test environment, as well as qualified personnel responsible for their operation and safety,
   d) participation in coordination meetings, sprint reviews, tests and acceptance procedures,
   e) regular backups of its data and systems appropriate to the risk, unless codestryke has assumed data backup as a service.
2. The Customer ensures that it is entitled to provide data, software and other materials to codestryke and that their use by codestryke in accordance with the contract does not infringe any third-party rights.
3. If the Customer fails to provide its cooperation, or fails to provide it in time or as agreed, dependent deadlines are postponed by the duration of the delay plus a reasonable start-up period. If the Customer is responsible for the delay, codestryke may charge the resulting additional effort at the agreed rates. Further statutory rights of codestryke, for example under §§ 642 and 643 BGB, remain unaffected.

§ 6 Use of AI Tools by codestryke

1. codestryke uses AI-based tools in performing its services, in particular code assistants and language models in development, testing and documentation.
2. codestryke remains fully responsible for the quality of its services, regardless of whether and to what extent AI tools are used. AI-assisted content is reviewed by qualified codestryke employees before it is incorporated into Work Results. The same rules apply to it as to all other services, in particular regarding defects (§ 13) and liability (§ 15).
3. codestryke only processes confidential information and data of the Customer with AI tools in services and settings in which the inputs are not used to train models of the provider or of third parties, and in compliance with § 16 (Confidentiality) and § 17 (Data Protection). codestryke does not use the Customer’s data to train or improve models for other customers.
4. The Customer may require that no AI tools, or only certain AI tools, are used for certain information, systems or services. If this affects effort or deadlines, § 4(3) applies accordingly.

§ 7 Deadlines and Force Majeure

1. Deadlines and time limits are only binding if they have been expressly agreed as binding.
2. If a party is prevented from performing by circumstances for which it is not responsible, for example force majeure, natural events, epidemics, industrial action, official orders, cyberattacks despite appropriate protective measures, failure of public communication networks or of the energy supply, or supply shortages despite timely ordering, its affected performance obligations are suspended for the duration of the impediment plus a reasonable start-up period. It informs the other party without undue delay. If the impediment lasts longer than three months, either party may terminate or withdraw from the affected part of the contract. Payment obligations for services already rendered remain unaffected.

§ 8 Acceptance

1. Works are subject to acceptance. codestryke notifies the Customer of completion in text form and makes the work available for testing. The Customer tests it within 14 calendar days, unless otherwise agreed, and declares acceptance in text form if the work essentially conforms to the contract. The Customer may not refuse acceptance because of insignificant defects; codestryke remedies these within the scope of the rights in respect of defects (§ 13).
2. The work is deemed accepted if codestryke has set the Customer a reasonable period for acceptance after completion, usually 14 calendar days, and the Customer has not refused acceptance within this period stating at least one defect (§ 640(2) BGB).
3. If the Customer uses the work productively after notification of completion, i.e. not only for testing or inspection purposes, the work is also deemed accepted 14 calendar days after the start of productive use, unless the Customer has notified codestryke of a material defect in text form by then.
4. Self-contained, independently usable parts of a work, for example the results of individual milestones, are accepted separately at the request of either party (partial acceptance). Parts already accepted are only tested in subsequent acceptance procedures with regard to their interaction with the new parts.

§ 9 Operation, Hosting and Support

1. The type and scope of the operation, hosting and support services are determined by the service description and, where agreed, by an SLA, for example hosting, monitoring, updates and security updates, data backup and incident handling.
2. If an SLA has been agreed, codestryke owes the availability specified therein and the response and, where applicable, recovery times agreed therein; measurement and consequences of deviations are governed by the SLA. Response time is the time between receipt of an incident report via the agreed reporting channel within service hours and the start of work on it. It is not a resolution time unless the SLA provides otherwise. Maintenance windows agreed in the SLA do not count as downtime.
3. If no SLA has been agreed, codestryke provides operation and support with reasonable care on a best-effort basis and handles incidents within service hours according to their urgency. In that case, no specific availability and no specific response or resolution times are agreed. The Customer’s claims due to incidents for which codestryke is responsible remain unaffected.
4. Unless the SLA provides otherwise, service hours are Monday to Friday from 9 a.m. to 5 p.m., excluding public holidays in Bavaria. The Customer reports incidents without undue delay via the agreed reporting channel and describes them as precisely as possible.
5. codestryke may carry out maintenance work required for secure and stable operation. codestryke announces planned maintenance that affects availability in good time and schedules it, where possible, at times of low usage. Urgent security measures may also be taken at short notice.
6. The Customer is responsible for backing up its data unless codestryke has assumed data backup as a service. If codestryke has assumed it, backups are made to the agreed extent and at the agreed frequency.
7. codestryke may use data center and cloud providers as subcontractors for hosting and operation (§ 3(5)). If the Customer operates the solution itself, through third parties or on infrastructure and services that it obtains itself from third parties, codestryke is only responsible for the services it has expressly assumed; this infrastructure and these services are subject to the terms of the respective provider.
8. The Customer keeps access credentials secret and informs codestryke without undue delay if there are indications of misuse. codestryke may temporarily block access where this is necessary to avert an acute threat to the security of systems or data, and informs the Customer of this without undue delay.

§ 10 Hardware

1. At the Customer’s request, codestryke procures hardware, such as sensors and gateways, as a supplement to its project services and delivers it to the address specified by the Customer. codestryke is not the manufacturer of the hardware. Scope of delivery, delivery dates and shipping and packaging costs are specified in the offer. Partial deliveries are permitted insofar as they are reasonable for the Customer.
2. The risk of accidental loss and accidental deterioration passes to the Customer upon handover to the carrier or, in the case of collection, upon handover to the Customer. If the Customer is in default of acceptance, the risk passes when the default occurs.
3. The hardware remains the property of codestryke until it has been paid for in full (retention of title). The Customer may use it as intended and install it in its machines and plants before then. The Customer informs codestryke without undue delay of any third-party access to the goods subject to retention of title, such as seizures.
4. If the Customer is a merchant (Kaufmann), § 377 of the German Commercial Code (HGB) applies to the inspection of the hardware and the notification of defects.
5. Defects in the hardware are governed by the statutory provisions, subject to § 13. codestryke may handle subsequent performance via the manufacturer, for example by repair or replacement. codestryke may also assign its claims for defects against manufacturers or suppliers to the Customer; the Customer then first asserts these out of court. The Customer’s rights in respect of defects against codestryke remain in place to the extent that the Customer does not obtain a remedy from the assigned claims within a reasonable period.
6. codestryke does not give its own guarantee for hardware. Manufacturer’s guarantees apply in accordance with the manufacturer’s terms between the Customer and the manufacturer; on request, codestryke supports the Customer in asserting them.
7. Firmware and other software of the manufacturer are subject to the manufacturer’s license terms; § 12 does not apply in this respect.

§ 11 Remuneration and Payment

1. The remuneration is specified in the offer. For additional services without a separate price agreement, the rates stated in the offer for comparable services apply.
2. codestryke invoices time-and-material services monthly in arrears on the basis of verifiable records of the services performed. Unless otherwise agreed, a daily rate corresponds to eight working hours.
3. Fixed prices become due in accordance with the agreed payment schedule or, if there is no payment schedule, upon acceptance. codestryke may demand payments on account in accordance with § 632a BGB.
4. Recurring remuneration for operation, hosting and support is invoiced in advance for the respective billing period, and hardware after delivery, unless otherwise agreed.
5. All prices are exclusive of statutory value added tax. Travel expenses, incidental expenses and travel time are only charged if this has been agreed.
6. Invoices are payable without deduction within 14 calendar days of receipt. codestryke may send invoices electronically. In the event of default in payment, the statutory provisions apply.
7. The Customer may only set off claims that are undisputed or have been finally determined by a court and may only assert a right of retention on the basis of such claims. This does not apply to counterclaims arising from the same contractual relationship, in particular due to defects or partial non-performance.

§ 12 Rights to Work Results and Source Code

1. “Work Results” are all results that codestryke creates individually for the Customer under the contract, in particular source code and executable code, configurations, scripts, data models, AI models trained or adapted for the Customer including their parameters, concepts and documentation. “Pre-existing Components” are software, libraries, tools, platforms, templates and other materials that codestryke has developed or develops independently of the respective contract, including their non-customer-specific further developments. “Open Source Components” are software and other content under an open source license.
2. codestryke grants the Customer the exclusive, transferable and sublicensable right, unlimited in time, territory and content, to use the Work Results in all known types of use, in particular to reproduce, edit, further develop, distribute and make them publicly available. The grant of rights takes effect upon full payment of the remuneration attributable to the respective Work Result. Until then, the Customer may use the Work Results for the purposes of the contract, in particular for testing and integration; codestryke may only revoke this permission if the Customer is in default with a material payment and a reasonable grace period has expired without result.
3. codestryke ensures that it holds the rights of its employees and subcontractors required for this purpose. codestryke may continue to use general knowledge, experience and methods gained in performing the services, provided that it does not disclose any confidential information of the Customer and does not infringe the Customer’s rights to the Work Results.
4. codestryke hands over to the Customer the complete source code of the Work Results, including the scripts and configurations required for build, deployment and operation, as well as the documentation. Handover takes place continuously via a version control system (repository) to which the Customer has access during the project, unless work is carried out in the Customer’s repositories anyway, and at the latest upon acceptance or at the end of the contract. codestryke prepares the documentation to the agreed extent or, in the absence of an agreement, in such a way that a qualified third party can operate and further develop the solution. codestryke hands over access credentials and other secrets separately via a secure channel.
5. The rights to Pre-existing Components remain with codestryke. Insofar as they are part of the solution or required for its use, codestryke grants the Customer the non-exclusive, irrevocable and transferable right, unlimited in time and territory, to use, edit and further develop them, including their source code, as part of the solution, also through third parties commissioned by the Customer with operation or further development. Transfer and sublicensing are only permitted together with the solution; separate distribution of the Pre-existing Components is not permitted. codestryke hands over their source code insofar as they are part of the solution. No additional license fees are charged. Paragraph 2 sentences 2 and 3 apply accordingly.
6. Open Source Components are subject to their respective license terms, which take precedence over paragraphs 2 to 5 in this respect. codestryke informs the Customer about the Open Source Components used and their licenses, for example by means of a component list in the repository. codestryke only uses components under licenses that may require the disclosure of the licensee’s own source code (strong copyleft, for example GPL or AGPL) after prior consultation with the Customer. codestryke only uses third-party software, AI models and services for which license or usage fees are charged, or whose terms significantly restrict use by the Customer, with the Customer’s prior consent; they are subject to the terms of the respective provider.
7. codestryke does not build in any technical locks, license keys, runtime restrictions or similar mechanisms that restrict the use, operation or further development of the solution by the Customer or by third parties commissioned by the Customer. On request, codestryke supports the handover to the Customer or to a third party named by the Customer; this support is remunerated on a time-and-material basis unless otherwise agreed.
8. Insofar as no intellectual property rights arise in Work Results or parts thereof, for example in AI-assisted components, they are nevertheless available to the Customer without restriction, including the source code; codestryke does not assert any rights to them against the Customer.
9. The Customer retains all rights to its data, such as machine, process and geodata, and to the materials it provides. codestryke uses them exclusively to perform the contract; § 6(3) applies.
10. Paragraphs 4, 5 and 7 do not apply to software that an affiliate of codestryke within the meaning of Section 15 of the German Stock Corporation Act (AktG) offers as its own product. Such software is not a Pre-existing Component of codestryke. If codestryke uses it in a solution with the Customer’s consent, the license and usage terms of the respective affiliate apply exclusively; there is no claim to the handover of its source code.

§ 13 Rights in Respect of Defects

1. For services under a contract for services, codestryke does not owe a specific result; rights in respect of defects under the law on contracts for work or on sales do not apply in this respect. If codestryke does not perform a service in accordance with the contract and the Customer gives notice of this without undue delay, codestryke performs the affected service in accordance with the contract within a reasonable period at no additional cost. Further claims are governed by § 15.
2. For works and hardware, the statutory rights in respect of defects apply, subject to paragraphs 3 to 8.
3. codestryke first provides subsequent performance, at its option by remedying the defect or by producing a new work or delivering a replacement. In the case of software, codestryke may also remedy a defect by a reasonable workaround until it is finally eliminated, provided this does not significantly impair use in accordance with the contract. The Customer reports defects in text form with a comprehensible description.
4. If subsequent performance fails, the Customer may withdraw from the contract or reduce the remuneration in accordance with the statutory provisions. Damages and reimbursement of futile expenses are governed by § 15.
5. There are no rights in respect of defects insofar as a defect is due to the Customer or a third party having modified the service without codestryke’s consent or having used it in an environment not agreed upon or contrary to the documentation.
6. If a reported defect does not exist and the Customer could have recognized this with a reasonable examination, codestryke may charge the effort for the examination at the agreed rates.
7. Claims for defects become time-barred twelve months after acceptance or delivery. This does not apply in the case of intent, gross negligence or fraudulent concealment of a defect, to claims for injury to life, body or health, under the German Product Liability Act (Produkthaftungsgesetz) and under a guarantee, or in the cases of §§ 438(1) no. 2, 445b and 634a(1) no. 2 BGB; in these cases, the statutory periods apply.
8. codestryke provides its services free of third-party rights that conflict with their use in accordance with the contract. If a third party asserts such rights against the Customer, the Customer informs codestryke without undue delay, does not acknowledge the claims without codestryke’s consent and, as far as possible, leaves their defense to codestryke. codestryke may, at its option, obtain the necessary rights or modify the service so that it no longer infringes third-party rights and the agreed functionality is retained. This does not apply insofar as the infringement is based on materials or specifications of the Customer. Further claims are governed by § 15.

§ 14 AI Functions and AI Outputs

1. codestryke solutions may contain functions based on artificial intelligence, machine learning or statistical methods, for example data analytics, forecasts, anomaly detection, recommendations and optimizations for machines and processes up to closed control loops, as well as chatbots and assistant systems based on the Customer’s documents and data (for example retrieval-augmented generation), including as part of codestryke’s own products (“AI Functions”). Their outputs, i.e. analyses, insights, forecasts, recommendations, answers and control proposals, are referred to below as “AI Outputs”.
2. AI Outputs are based on probabilities and depend significantly on the quality, scope and timeliness of the underlying data. Even with careful development and proper operation, they may be incomplete, inaccurate or wrong, or unsuitable for the specific situation.
3. codestryke owes the development, provision and, where agreed, operation of the AI Functions in accordance with the contract and the service description, in particular the agreed functions, data connections, limits and approval mechanisms. The correctness, completeness or suitability of individual AI Outputs and a specific technical or economic success of their use are not an agreed quality (Beschaffenheitsvereinbarung) and are not guaranteed, unless expressly agreed otherwise in text form. Metrics on the quality of a model, for example hit rates on a specific test data set, are only binding if they have been expressly agreed as acceptance criteria or in the SLA.
4. AI Outputs are decision aids. The Customer or the operator of the machine or plant decides on its own responsibility whether and how to use them and remains responsible for the decisions and measures based on them. In particular, the Customer is responsible for
   a) checking AI Outputs for plausibility before using them, unless they are implemented automatically in accordance with paragraph 6,
   b) having interventions in machines, plants and processes approved only by authorized and qualified persons (“human in the loop”),
   c) ensuring the safety of its machines, plants and processes, including compliance with the regulations on machine and operational safety and occupational health and safety, and the instruction of its personnel.
5. AI Functions are not safety functions. Safety functions such as emergency stops, safety controllers, interlocks and limit monitoring must be effective independently of AI Outputs and must not depend on them.
6. Automatic interventions without approval in the individual case (closed control loop, “closed loop”) only take place within the parameters, value ranges and limits that the Customer has previously defined and approved in text form. The Customer ensures by means of protective measures that are independent of the AI Function that automatic interventions cannot exceed these limits.
7. codestryke is not liable for damage resulting from the Customer or third parties basing decisions or measures on AI Outputs or having AI Outputs implemented automatically. This does not apply
   a) in the cases of unlimited liability under § 15(1), i.e. in particular in the event of intent and gross negligence, injury to life, body or health, under the Product Liability Act, under a guarantee and in the event of fraudulent concealment of a defect, and
   b) insofar as the damage is based on a culpable breach of material contractual obligations by codestryke, for example on the AI Function, its data connection or the agreed limits and approval mechanisms not having been implemented in accordance with the contract; in this respect, the limitation of liability under § 15(2) and (3) applies.
8. The fact that an individual AI Output turns out to be incorrect does not in itself constitute a breach of duty by codestryke. If the Customer has breached its obligations under paragraphs 4 to 6, this is to be taken into account as contributory fault (§ 254 BGB).
9. Insofar as Regulation (EU) 2024/1689 (AI Act) or regulations on product and machine safety apply to a solution, the parties define the respective roles and obligations in the individual contract.

§ 15 Liability

1. codestryke has unlimited liability for intent and gross negligence, for culpable injury to life, body or health, under the Product Liability Act, to the extent of a guarantee given and for fraudulent concealment of a defect.
2. Otherwise, in the event of slight negligence, codestryke is only liable for the breach of material contractual obligations, i.e. obligations whose fulfillment makes the proper performance of the contract possible in the first place and on whose compliance the Customer may regularly rely. In this case, liability is limited to the damage that was foreseeable and typical for this type of contract at the time the contract was concluded.
3. In the cases of paragraph 2, codestryke is only liable for the loss of data in the amount of the effort that would have been required to restore it if the Customer had backed up its data regularly and appropriately to the risk. This does not apply insofar as codestryke has assumed data backup as a service.
4. Strict liability for defects that already existed when the contract was concluded (§ 536a(1), first alternative, BGB) is excluded insofar as tenancy law applies to services of codestryke, for example to hosting.
5. Paragraphs 1 to 4 apply to claims for damages and for reimbursement of futile expenses on any legal grounds. Insofar as codestryke’s liability is excluded or limited, this also applies to the personal liability of its corporate bodies, employees, subcontractors and other vicarious agents. This does not change the burden of proof to the detriment of the Customer.

§ 16 Confidentiality

1. The parties treat confidential information of the other party that becomes known to them in connection with the contract as confidential, protect it by appropriate confidentiality measures and use it only for the purposes of the contract. Confidential information is information that is marked as confidential or whose confidentiality results from the circumstances, in particular trade secrets, technical information, machine and process data and non-public source code.
2. The parties only disclose confidential information to employees, subcontractors and advisors who need it to perform the contract and who are bound to confidentiality or subject to a professional duty of confidentiality.
3. The confidentiality obligation does not apply to information that is generally known or becomes known without a breach of contract, that was already lawfully known to the receiving party or was developed independently by it, that it lawfully received from third parties without an obligation of confidentiality, or that must be disclosed due to statutory obligations or an official or court order. In the latter case, the disclosing party informs the other party in advance insofar as this is permitted. Statutory information and publication obligations of public sector clients remain unaffected.
4. The confidentiality obligation applies during the term of the contract and for five years after its end, and for trade secrets for as long as they remain trade secrets.
5. After the end of the contract, each party returns or deletes confidential information of the other party at its request, unless statutory retention obligations prevent this. Copies in routine backups may be retained until their regular deletion; they remain confidential.

§ 17 Data Protection

1. The parties comply with the applicable data protection regulations.
2. Insofar as codestryke processes personal data on behalf of the Customer, for example in hosting, operation and support, in data analyses or when accessing systems containing personal data, the parties conclude a data processing agreement pursuant to Art. 28 GDPR before processing begins.
3. The Customer is responsible for ensuring that it processes personal data it provides to codestryke lawfully and is permitted to pass it on. It informs codestryke if machine, process or test data contain personal data, for example operator IDs, and provides test data without personal data wherever possible.
4. Information on the processing of personal data by codestryke can be found in the Privacy Policy.

§ 18 References

1. codestryke only names the Customer, its logo or the project as a reference, for example on the website, in presentations or in case studies, with the Customer’s prior consent in text form.
2. The Customer may revoke its consent at any time with effect for the future. codestryke then removes the reference from its online media within a reasonable period and no longer uses it in new materials.

§ 19 Term and Termination

1. Contracts for operation, hosting and support and other continuing obligations run for the agreed term. If no term has been agreed, they run for an indefinite period and may be terminated by either party with three months’ notice to the end of a calendar month, at the earliest at the end of an agreed minimum term.
2. Contracts for time-and-material services without a fixed term may be terminated by either party with four weeks’ notice, unless otherwise agreed.
3. For works, the statutory termination rights apply. The right to extraordinary termination for good cause remains unaffected, as do mandatory rights of the Customer under Regulation (EU) 2023/2854 (Data Act), for example to switch providers of data processing services.
4. Notices of termination must be given in text form.
5. At the end of the contract, codestryke hands over to the Customer any Work Results not yet handed over, including source code and documentation (§ 12(4)), and, on request, provides the Customer within a reasonable period with its data stored at codestryke in a common, machine-readable format. codestryke then deletes the Customer’s data unless statutory retention obligations prevent this. § 12(7) applies to support with a transition to the Customer or to a third party.

§ 20 Final Provisions

1. Amendments and additions to the contract must be made in text form. The priority of individual agreements (§ 305b BGB) remains unaffected.
2. The law of the Federal Republic of Germany applies, excluding the United Nations Convention on Contracts for the International Sale of Goods (CISG).
3. If the Customer is a merchant, a legal entity under public law or a special fund under public law, the exclusive place of jurisdiction for all disputes arising from or in connection with the contract is Heidenheim an der Brenz, Germany. codestryke may also sue the Customer at its general place of jurisdiction. Statutory exclusive places of jurisdiction remain unaffected.
4. The German version of these Terms is authoritative. Translations are for information purposes only.
5. Should individual provisions of these Terms or of the contract be or become invalid in whole or in part, the validity of the remaining provisions remains unaffected. The invalid provision is replaced by the statutory provision.

Last updated: October 2026