General Terms and Conditions (GTC)

comdatec GmbH
Am Wiesenrain 2, 69436 Schönbrunn, Germany
Represented by the managing director Richard Bitza
Commercial register: Mannheim Local Court, HRB 704676
VAT ID: DE261030208
(hereinafter referred to as “comdatec”)
Version: July 2026

§ 1 Scope and contracting parties

(1) These General Terms and Conditions (hereinafter “GTC”) apply to all contracts, deliveries and services between comdatec and the client (hereinafter “Customer”).

(2) These GTC apply exclusively to entrepreneurs within the meaning of Section 14 of the German Civil Code (BGB), legal entities under public law and special funds under public law. comdatec does not conclude contracts with consumers within the meaning of Section 13 BGB. By placing an order, the Customer confirms that it is concluding the contract in the exercise of its commercial or independent professional activity.

(3) Deviating, conflicting or supplementary terms and conditions of the Customer only become part of the contract if comdatec has expressly agreed to their validity in text form. This also applies if comdatec provides the service without reservation in the knowledge of conflicting terms.

(4) These GTC, in the version valid at the time the contract is concluded, also apply to all future transactions with the Customer without the need for renewed inclusion.

(5) Individual agreements between the parties always take precedence over these GTC.

§ 2 Offers and conclusion of contract

(1) Offers from comdatec are non-binding unless they are expressly designated as binding. They are valid for 30 days from the date of issue. After this period, comdatec reserves the right to review and adjust them.

(2) The contract is concluded when the Customer accepts the offer in text form (placing of order) and comdatec confirms the order in text form, but at the latest when comdatec begins to provide the service.

(3) The content and scope of the services are determined exclusively by the offer, the order confirmation and any service descriptions, requirement specifications or functional specifications that the parties have agreed in text form.

(4) All offers, calculations, concepts, drafts and other documents from comdatec must be treated as confidential (§ 15).

§ 3 Range of services

(1) comdatec provides services in particular in the following areas:

• Concept, design, creation and support of websites and shop systems
• Search engine optimization and online marketing
• Consulting, sales, delivery, installation and maintenance of hardware and software
• Provision and support of AI-powered analysis, video and security systems
• Hosting, domain management and IT management

(2) The specific scope of services results exclusively from the respective contract (§ 2 (3)). Services not expressly agreed are not owed.

(3) comdatec is free to choose the technologies, tools, frameworks and working methods used, unless otherwise contractually agreed and provided that the agreed purpose of the service is achieved.

(4) comdatec is entitled to use subcontractors and vicarious agents to fulfill its services. Its responsibility towards the Customer remains unaffected.

§ 4 Changes to services and additional work (change requests)

(1) The Customer may request changes to the agreed scope of services in text form. comdatec checks whether the change is technically and organizationally feasible and informs the Customer of the effects on remuneration and schedule.

(2) Changes are only implemented once the Customer has agreed to the amended offer in text form. Until agreement is reached, comdatec continues the work on the basis of the original contract; any resulting delays are not at comdatec’s expense.

(3) Unless otherwise specified in the offer, the project price includes two rounds of corrections per design service. Additional corrections, change requests or subsequent changes to the concept are billed on a time-and-materials basis at comdatec’s currently valid hourly rate.

(4) The currently valid hourly rate is stated in the offer. If no rate is stated, comdatec’s list hourly rate valid at the time the service is provided applies.

§ 5 Customer’s duties to cooperate

(1) The Customer provides comdatec with all information, documents, texts, data, image, audio and video materials, access credentials and access to systems and premises required for the provision of services in good time, completely and free of charge.

(2) The Customer names a professionally qualified contact person with decision-making authority as well as a deputy. Statements made by this contact person are binding on the Customer.

(3) The Customer reviews interim results, drafts and approval requests without delay, at the latest within ten working days, and issues approvals or change requests in text form.

(4) The Customer is itself responsible for the security, confidentiality and regular changing of the access credentials provided to it.

(5) If the Customer does not fulfill its duties to cooperate, or does not do so in good time or in full, agreed service deadlines are extended by the corresponding period plus a reasonable restart period. Default on the part of comdatec is excluded in this respect. comdatec may charge demonstrably incurred additional expenses (e.g. idle time, re-familiarization or rescheduling costs) on a time-and-materials basis.

(6) If a project is suspended for more than three months for reasons for which the Customer is responsible, comdatec is entitled to invoice the services provided up to that point and to reschedule the project.

§ 6 Acceptance

(1) Insofar as comdatec provides work services (in particular the creation of websites, shops, software or the installation of systems), acceptance takes place after completion.

(2) comdatec gives notice of readiness for acceptance in text form. The Customer is obliged to inspect the service within 14 calendar days of receipt of the notice and to declare acceptance or to specify material defects in text form.

(3) Acceptance is deemed to have been granted if the Customer
a) does not give notice of material defects in text form within the period specified in para. 2, or
b) uses the service productively, in particular activates or goes live with a website or shop system or puts a system into live operation.

(4) Minor defects do not entitle the Customer to refuse acceptance. They are to be remedied by comdatec under warranty.

(5) Partial services that can be used independently may be accepted separately.

§ 7 Prices, remuneration and payment terms

(1) Prices are agreed individually and fixed in the respective offer. All prices are net plus the applicable statutory value added tax and plus shipping, packaging, travel and transport costs, unless expressly agreed otherwise.

(2) Unless otherwise specified in the offer, the down payment is 50% of the total amount, due upon receipt of the interim invoice. The remaining amount is due after acceptance (§ 6).

(3) For projects with a duration of more than two months, comdatec is entitled to invoice monthly interim payments in line with the progress of the work.

(4) Hardware deliveries: for projects with a high hardware share (e.g. servers, cameras, network components), comdatec may require advance payment of up to 100% of the hardware costs before ordering or delivery.

(5) Invoices are due for payment within 14 days of the invoice date without deduction. Receipt of payment by comdatec is decisive for timeliness.

(6) Costs to be passed on to third parties (in particular domain fees, licenses, stock material, certificates, advertising placement costs) are charged separately and without cash discount.

§ 8 Default in payment, suspension of services, set-off

(1) In the event of default in payment, comdatec is entitled to charge default interest of 9 percentage points above the respective base interest rate and a flat fee of EUR 40.00 pursuant to Section 288 (2) and (5) BGB. The right to claim further damages is reserved.

(2) If the Customer is in default with a not insignificant payment, comdatec is entitled, after prior warning in text form and the fruitless expiry of a reasonable grace period, to suspend further provision of services and/or temporarily block access to supported systems (e.g. hosting, software licenses, cloud services, surveillance systems). The claim to remuneration for the blocking period remains.

(3) In the case of security-relevant systems (§ 12), comdatec announces a block with a notice period of at least ten working days so that the Customer can take substitute measures.

(4) The Customer may only exercise a right of retention insofar as its counterclaim is based on the same contractual relationship. Set-off is only permitted with undisputed or legally established claims.

(5) The assignment of the Customer’s claims against comdatec to third parties requires comdatec’s consent in text form. Section 354a of the German Commercial Code (HGB) remains unaffected.

§ 9 Hosting, domains and availability

(1) Availability: insofar as comdatec provides hosting services, the agreed availability of the server is 99% on an annual average. This excludes times of planned maintenance work, outages due to force majeure (§ 20) and disruptions for which comdatec is not responsible.

(2) comdatec carries out planned maintenance work at low-traffic times where possible and announces it – as far as reasonable – with appropriate notice. comdatec may carry out urgent security-relevant measures at any time without prior notice.

(3) Domains: when registering and managing domains, comdatec acts exclusively as an intermediary vis-à-vis the respective registry (e.g. DENIC eG). comdatec has no influence on the allocation of domains and does not guarantee that a requested domain will be allocated or is free of third-party rights. The terms of the respective registry apply in addition.

(4) The Customer is solely responsible for the content it stores or publishes on the systems provided by comdatec. It is prohibited to include pornographic, violence-glorifying, racist, extremist or otherwise unlawful content or to use the systems for sending unsolicited advertising (spam). Violations entitle comdatec to immediate blocking and to extraordinary termination.

(5) comdatec is entitled to block access to content without delay if there is a justified suspicion of unlawfulness or if comdatec is requested to do so by third parties or authorities.

§ 10 Continuing services: term, termination and price adjustment

(1) For contracts for ongoing services (e.g. maintenance, support, hosting, monitoring, provision of licenses), the minimum contract term is 12 months, unless otherwise agreed.

(2) The contract is automatically extended by a further 12 months in each case unless it is terminated in text form with three months’ notice to the end of the respective term.

(3) Price adjustment: comdatec is entitled to adjust the remuneration for continuing services at the earliest after expiry of the minimum contract term and thereafter no more than once a year in order to compensate for changes in costs (in particular personnel, energy, license and infrastructure costs). comdatec announces the adjustment in text form with six weeks’ notice. If the increase exceeds 5% of the previous remuneration, the Customer has a special right of termination as of the date the adjustment takes effect. comdatec points out this right in the announcement.

(4) The right of both parties to extraordinary termination for good cause remains unaffected.

(5) End of contract: after termination of a hosting or support contract, comdatec provides the Customer, at its request, with the Customer’s own data and content once in a common, machine-readable format and assists with a domain transfer. Requests that go beyond simple provision (e.g. migration support) are remunerated on a time-and-materials basis. comdatec is entitled to irrevocably delete the data 30 days after the end of the contract, provided the Customer has not requested it beforehand and no statutory retention obligations stand in the way. The Customer is informed of this at the end of the contract.

§ 11 Hardware, delivery and retention of title

(1) Delivery dates are only binding if they have been expressly agreed as binding in text form. comdatec depends on deliveries from its upstream suppliers; if comdatec itself is not supplied on time through no fault of its own, the delivery period is extended accordingly.

(2) Until all claims arising from the ongoing business relationship have been paid in full, all goods delivered as well as hardware and software components remain the property of comdatec (retention of title).

(3) The Customer is obliged to treat the goods subject to retention of title with care and to insure them adequately. In the event of third-party access to these goods (attachment, seizure), the Customer must inform comdatec without delay.

(4) Third-party software supplied with the delivery is subject exclusively to the license terms of the respective manufacturer. In this respect, comdatec merely arranges the license.

§ 12 Special provisions for AI video and surveillance systems

(1) Nature of the systems: the AI surveillance systems provided by comdatec are technical assistance systems for software-based analysis. They support the Customer’s operating or surveillance staff and do not replace physical security measures or security staff. comdatec does not guarantee the complete recording of all events or the complete prevention of theft, burglary, property damage or unauthorized access.

(2) False alarms and missed alarms: due to the way algorithmic and AI-based systems work, technically caused misinterpretations of image data (false alarms or missed alarms) cannot be completely ruled out. comdatec is only liable in accordance with § 18 for damage and consequential costs based on this – such as costs for deployments of security services, police or fire department. Liability regardless of fault is excluded.

(3) Infrastructure and updates: the Customer provides the infrastructure required for operation, in particular a stable and adequately sized internet connection and an uninterruptible power supply. AI systems require regular software and model updates. comdatec is not liable for malfunctions resulting from the Customer blocking or delaying required updates or providing inadequate infrastructure.

(4) Roles under the AI Act: comdatec supplies and installs the systems; the Customer operates them in its own name and on its own responsibility. The obligations of the deployer arising from Regulation (EU) 2024/1689 (AI Act) – in particular human oversight, monitoring of operation and informing affected persons – are the responsibility of the Customer. comdatec provides the Customer with the necessary operating and system information.

(5) Data protection: compliance with data protection provisions (in particular the GDPR and the German Federal Data Protection Act, BDSG) when operating the systems is the sole responsibility of the Customer as controller. This includes in particular the lawfulness of processing, the definition of the areas covered, signage, informing affected persons, deletion periods and – where required – carrying out a data protection impact assessment. Insofar as comdatec processes personal data on behalf of the Customer, the parties conclude a separate data processing agreement (DPA) pursuant to Art. 28 GDPR.

(6) Employee data protection and co-determination: the Customer is responsible for establishing the employment law prerequisites before commissioning, in particular any involvement of the works council pursuant to Section 87 (1) No. 6 of the German Works Constitution Act (BetrVG). comdatec does not owe any legal review or advice in this respect.

(7) No substitute for emergency calls: the systems are not certified intrusion alarm systems within the meaning of the relevant VdS guidelines and are not connected to an emergency call and service control center, unless this has been expressly agreed separately.

§ 13 Third-party rights, indemnification and AI-generated content

(1) The Customer warrants that the materials it provides (images, texts, logos, videos, music, data, etc.) are free of third-party rights and do not infringe copyright, trademark, personality, data protection or competition law. comdatec does not carry out any legal review in this respect and is not obliged to do so.

(2) The Customer indemnifies comdatec against all third-party claims, including the costs of a necessary and reasonable legal defense, that are based on an infringement of rights by the content provided or approved by the Customer. comdatec will inform the Customer without delay of the assertion of such claims and give it the opportunity to comment.

(3) AI-generated content: insofar as comdatec creates content, graphics, texts, videos or program code on behalf of the Customer with the aid of generative AI tools, this is done to the best of its knowledge and in line with the current state of the art. The Customer agrees to the use of such tools. As the legal situation regarding AI output is internationally inconsistent and still developing, comdatec does not guarantee that these elements are eligible for copyright protection. The final check for possible conflicts with third-party rights before final use is the responsibility of the Customer.

(4) If advertising claims, price information or legal texts (e.g. legal notice, privacy policy, cancellation policy) are adopted or entered at the Customer’s request, comdatec does not check them for legal admissibility. The Customer bears responsibility for this.

§ 14 Rights of use and copyright

(1) All copyrights and related rights to the work results created by comdatec belong to comdatec. The Customer is granted rights of use in accordance with the following paragraphs.

(2) Individual work results: after full payment of the agreed remuneration, the Customer receives an exclusive, transferable right of use, unlimited in terms of time, territory and content, including the right to edit and develop further, for the work results created specifically for the Customer (in particular designs, layouts, individual program code, concepts, graphics). The Customer may also have these results maintained and developed further by third parties. Notwithstanding this, comdatec reserves the right to use the work results for the purpose of self-promotion and reference naming in accordance with § 16.

(3) Reusable components: for components that pre-exist at comdatec or are generally reusable (in particular frameworks, libraries, modules, templates, tools, know-how), the Customer receives a simple, non-exclusive, non-transferable right of use for the duration and purpose of the respective contract. comdatec remains entitled to continue using these components without restriction and to make them available to other customers.

(4) Third-party content: third-party software, open-source components, fonts, stock material and licensed content are subject exclusively to the respective license terms of the rights holders. The Customer is obliged to comply with them. comdatec points out material license restrictions insofar as they are known to comdatec.

(5) Before full payment, the Customer is not entitled to use, publish or exploit the work results. In this case, comdatec may prohibit use and demand surrender or deletion.

(6) Drafts and concepts that are not accepted remain the property of comdatec; no rights of use are granted for them.

(7) If the Customer uses work results beyond the scope granted, comdatec is entitled to demand appropriate subsequent licensing at the customary fee rates as well as damages in accordance with the statutory provisions. Further statutory claims remain unaffected.

§ 15 Confidentiality

(1) The parties undertake to keep secret all confidential information of the other party that becomes known to them in the course of the cooperation, not to pass it on to third parties and to use it exclusively for the purposes of performing the contract.

(2) Confidential information is in particular:

• on the part of comdatec: offers, calculation bases, price structures and terms, technical concepts, system architectures, source code, tools and know-how;
• on the part of the Customer: internal company matters, business figures, customer data as well as site and security information, in particular camera positions, coverage areas, system configurations and alarm routes;
• on both sides: access credentials and security information of any kind.

Information is also deemed confidential if it is not expressly marked as such but its confidential nature is evident from the circumstances.

(3) This excludes information that
a) is generally known or becomes generally known without breach of this agreement,
b) was already lawfully known to the receiving party beforehand and without an obligation of secrecy,
c) was developed by the receiving party independently and without using the confidential information, or
d) must be disclosed due to statutory provisions or an order by an authority or court. In the case of d), the disclosing party informs the other party in advance without delay, insofar as legally permissible.

(4) Disclosure remains permissible to advisers who are bound by law to secrecy (in particular lawyers, tax advisers, auditors) and to employees and subcontractors who need the information to perform the contract and are bound to confidentiality to a corresponding extent.

(5) The obligation applies for the duration of the contractual relationship and for three years beyond its termination. For information that constitutes trade secrets within the meaning of the German Trade Secrets Act (GeschGehG), it applies for as long as the requirements for a trade secret are met.

(6) The rights and claims under the GeschGehG remain unaffected. The parties regard the provisions of this section as an appropriate secrecy measure within the meaning of Section 2 No. 1 (b) GeschGehG.

(7) At the request of a party, confidential documents must be returned or deleted after the end of the contract, insofar as no statutory retention obligations stand in the way.

(8) Reference naming permitted under § 16 does not constitute a breach of the confidentiality obligation. In this respect, § 16 takes precedence over this section.

§ 16 Reference naming and copyright notice

(1) comdatec is entitled to use the services provided for the Customer as a reference for the purpose of self-promotion. This includes in particular naming the Customer, using the Customer’s logo, displaying screenshots, screen recordings and design drafts, and linking to the website or shop system created.

(2) Use is permitted on comdatec’s website, in portfolios, presentations, offer documents, print materials, social media and in the context of competition and award submissions. For this purpose, the Customer grants comdatec a simple right of use, free of charge and unlimited in terms of time and territory, to the marks and content required.

(3) The right under para. 1 applies from the time of acceptance or publication of the service and continues after termination of the contractual relationship.

(4) The Customer may object to the reference use if it sets out an objective reason for doing so (in particular security concerns, overriding confidentiality interests, a changed market strategy or a substantial revision of the service by third parties). comdatec then removes the reference from its own continuously maintained media within 30 days. There is no obligation to recall print or archive materials that have already been distributed.

(5) For security-relevant projects (§ 12), a reference is only named with the Customer’s express prior consent.

(6) Copyright notice: comdatec is entitled to place a discreet reference to its authorship, together with a link to comdatec’s website, in the footer of the website or shop system created. The Customer may request the removal of this notice; comdatec may make removal conditional on payment of a flat removal fee stated in the offer.

§ 17 Warranty

(1) For work services, the warranty period begins upon acceptance (§ 6); for deliveries, upon handover.

(2) In the event of justified notices of defects, comdatec has the right to subsequent performance. comdatec is entitled to at least two attempts at rectification. If subsequent performance ultimately fails, the Customer may reduce the remuneration or withdraw from the affected part of the contract. Claims for damages under § 18 remain unaffected.

(3) The Customer must inspect services and deliveries without delay and give notice in text form of recognizable defects without delay, at the latest within ten working days, and of hidden defects without delay after discovery. Section 377 HGB remains unaffected.

(4) Notices of defects must be described specifically enough for comdatec to understand and isolate the defect (description of the error, steps to reproduce, affected environment).

(5) There is no defect if the impairment is based on:
a) improper use, operation or modification by the Customer or third parties,
b) missing or insufficient cooperation by the Customer,
c) infrastructure provided or operated by the Customer,
d) changes to third-party software, browsers, operating systems or interfaces after acceptance,
e) failure to carry out updates recommended by comdatec.

(6) A specific ranking in search engines, a specific amount of traffic, revenue or conversion success is not owed and is not covered by the warranty. The same applies to display in all conceivable combinations of browsers, devices and software; what is owed is functionality in the contractually agreed environments or, failing that, in the environments customary in the market at the time of acceptance.

§ 18 Liability

(1) comdatec is liable without limitation
a) in cases of intent and gross negligence,
b) for injury to life, body or health,
c) for fraudulent concealment of a defect,
d) to the extent of a guarantee assumed, and
e) under the German Product Liability Act.

(2) In the event of a slightly negligent breach of material contractual obligations (cardinal obligations – obligations whose fulfillment makes the proper performance of the contract possible in the first place and on whose observance the Customer may regularly rely), liability is limited to the damage typical for the contract and foreseeable at the time the contract was concluded.

(3) Otherwise, comdatec’s liability for slight negligence is excluded.

(4) Loss of data: comdatec is liable for the loss of data in accordance with the above paragraphs, but limited in amount to the typical restoration effort that would have been incurred with proper and regular data backup. This limitation does not apply insofar as data backup is contractually owed by comdatec; in this case, comdatec is liable in accordance with the general rules of this section.

(5) Third-party fault: comdatec is not liable for outages and disruptions that lie outside comdatec’s sphere of influence (in particular disruptions of the internet backbone, DDoS attacks, outages of the public power or telecommunications network). comdatec is liable for the fault of subcontractors and vicarious agents that comdatec itself has commissioned (e.g. data centers) in accordance with the above paragraphs as for its own fault.

(6) The above limitations of liability also apply in favor of comdatec’s legal representatives, employees and vicarious agents.

(7) The above provisions do not entail any change in the burden of proof to the detriment of the Customer.

§ 19 Limitation period

(1) Claims of the Customer due to defects become time-barred one year after the statutory start of the limitation period.

(2) The shortening under para. 1 does not apply to:
a) claims for which comdatec is liable without limitation under § 18 (1) (intent, gross negligence, injury to life, body or health, fraudulent intent, guarantee, Product Liability Act),
b) claims under Section 438 (1) No. 2 and Section 634a (1) No. 2 BGB (buildings and items that have been used for a building in accordance with their customary use),
c) claims due to injury to life, body or health.
In these cases, the statutory limitation periods apply.

§ 20 Force majeure

(1) Events of force majeure that make performance substantially more difficult or impossible for comdatec entitle comdatec to postpone performance for the duration of the hindrance plus a reasonable start-up period. Force majeure includes in particular natural disasters, war, terrorist attacks, epidemics and pandemics, sovereign measures, strikes and lockouts, shortages of energy and raw materials, and large-scale disruptions of telecommunications or power networks.

(2) If the hindrance lasts longer than three months, both parties are entitled to withdraw from the contract with regard to the affected part of the service. Services already provided must be remunerated.

(3) comdatec will inform the Customer without delay of the occurrence and expected duration of an event of force majeure.

§ 21 Data protection

(1) The parties comply with the applicable data protection provisions, in particular the GDPR and the BDSG.

(2) Insofar as comdatec processes personal data on behalf of the Customer in the course of providing services (in particular for hosting, maintenance, support and the operation of video systems), the parties conclude a data processing agreement (DPA) pursuant to Art. 28 GDPR before processing begins. The DPA takes precedence over these GTC in data protection matters.

(3) The controller within the meaning of the GDPR for the data processed on the Customer’s systems is the Customer.

§ 22 Final provisions

(1) Text form: where these GTC provide for text form, transmission by email is sufficient. The statutory written form remains unaffected insofar as it is mandatory.

(2) Amendments to these GTC: comdatec may amend these GTC for ongoing continuing obligations in text form with six weeks’ notice, provided the amendment is reasonable for the Customer. If the Customer does not object within six weeks of receipt of the notice of amendment, the amended GTC are deemed accepted. In the notice, comdatec separately informs the Customer of the right to object, the deadline and the consequences of silence. In the event of an objection, comdatec is entitled to terminate the contract at the next possible date.

(3) Applicable law: the law of the Federal Republic of Germany applies exclusively, excluding the UN Convention on Contracts for the International Sale of Goods (CISG) and the conflict-of-law rules of private international law.

(4) Place of jurisdiction: the exclusive place of jurisdiction for all disputes arising from or in connection with the business relationship is Heidelberg. comdatec remains entitled to sue the Customer at the Customer’s general place of jurisdiction as well.

(5) The place of performance for all services is comdatec’s registered office.

(6) Severability clause: should individual provisions of these GTC be or become invalid or unenforceable in whole or in part, the validity of the remaining provisions remains unaffected. The statutory provision applies in place of the invalid or unenforceable provision. The same applies in the event of a gap in the provisions.

Version: July 2026 · comdatec GmbH