General terms and conditions.
For all contracts for work and services between codestra GmbH and its commercial clients. As of April 2026.
Section 1 Scope
(1) These general terms and conditions (GTC) apply to all contracts between codestra GmbH (the „Contractor“) and its customers (the „Client“) for the provision of consulting, development and training services in the field of artificial intelligence.
(2) Deviating, conflicting or supplementary terms and conditions of the Client only become part of the contract if the Contractor has expressly agreed to their application in writing.
(3) These GTC apply exclusively to entrepreneurs within the meaning of Section 14 of the German Civil Code (BGB).
Section 2 Conclusion of contract and scope of services
(1) Offers made by the Contractor are without obligation. A contract comes into existence upon written order confirmation or upon commencement of the services.
(2) The specific scope of services follows from the respective individual contract (statement of work, the „SoW“). The SoW takes precedence over these GTC.
(3) Changes to the scope of services require a written change request. Additional effort is invoiced on a time and materials basis.
Section 3 Duties to cooperate
(1) The Client shall provide the Contractor, in good time and free of charge, with all information, data, access and contacts required for the provision of the services.
(2) Delays resulting from omitted or late cooperation are borne by the Client. Agreed dates shall be postponed accordingly.
Section 4 Remuneration and payment terms
(1) Remuneration is governed by the respective SoW. Unless agreed otherwise, invoicing is monthly on a time and materials basis at the daily rates applicable at the time.
(2) Invoices are due within 14 days of receipt without deduction. In the event of late payment, default interest of 9 percentage points above the base rate will be charged.
(3) All prices are exclusive of statutory value added tax.
Section 5 Provision of services and dates
(1) Dates are only binding if they have expressly been agreed as such in writing.
(2) The Contractor is entitled to award subcontracts, unless this has been excluded in the individual case.
Section 6 Rights of use
(1) Unless the SoW provides otherwise, the Client receives a simple right of use, unlimited in time and territory, to the individual work results created by the Contractor (source code, documentation, trained models) for its own business purposes.
(2) The Contractor reserves the right to use generic methods, libraries and tooling that were developed independently of the specific Client in other projects as well.
Section 7 Liability
(1) The Contractor is liable without limitation in cases of intent, gross negligence and under the German Product Liability Act.
(2) In cases of slight negligence, the Contractor is only liable for the breach of a material contractual obligation (cardinal obligation), and only up to the foreseeable damage typical for this type of contract.
(3) Liability for indirect damage and loss of profit is excluded, except in cases of intent.
(4) Liability is limited per claim to the fee under the respective individual contract, and in the case of continuing obligations to the fees paid in the preceding 12 months.
Section 8 Confidentiality
(1) The parties undertake to treat all confidential information of the other party obtained in the course of performing the contract as confidential and not to disclose it to third parties.
(2) This obligation continues for five years after the end of the contract.
Section 9 Termination
(1) Contracts for services may be terminated by either party with 30 days’ notice to the end of the month.
(2) The right to extraordinary termination for good cause remains unaffected.
Section 10 Final provisions
(1) The law of the Federal Republic of Germany applies, excluding the UN Convention on Contracts for the International Sale of Goods.
(2) The exclusive place of jurisdiction is Cologne, provided the Client is a merchant.
(3) Should individual provisions of these GTC be invalid, the validity of the remaining provisions remains unaffected.
As of 1 April 2026 · Version 4.2 · These GTC are a template and do not replace individual legal review.