Terms & Conditions

English translation for your convenience. The legally binding version is the German original.

As of: 29 May 2026

1. Scope

These General Terms and Conditions (GTC) apply to all contracts between Clesk Digital GmbH (hereinafter "Clesk") and its clients (hereinafter "Client") concerning services in digital conception, design, development, maintenance and consulting. Deviating terms of the Client apply only insofar as Clesk has expressly agreed to them in writing.

2. Conclusion of contract

Offers by Clesk are non-binding unless expressly marked as binding. The contract is concluded upon written order confirmation by Clesk or upon commencement of the performance of services. Verbal side agreements require written confirmation to be effective.

3. Scope of services

The scope of services results from the respective offer or order confirmation. Extensions, changes or additional requests that are not part of the original order are agreed and remunerated separately. Clesk renders its services with the care customary in the industry.

4. Remuneration & payment terms

Unless otherwise agreed, billing is on a fixed-price basis per project phase. Payments are due within 14 days of invoicing without deduction. For longer projects, a down payment of 30% of the fixed price upon order confirmation is customary; the remaining amount is invoiced after completion of the phase or project. All prices are exclusive of the applicable statutory value-added tax.

5. Client's duties to cooperate

The Client provides Clesk in good time with all information, materials (texts, images, logos, brand guidelines) and access (domain access, hosting, repository) required for the performance of the services. Delays attributable to a lack of cooperation on the part of the Client are not at Clesk's expense and may postpone the agreed schedule accordingly.

6. Rights to source code & intellectual property

Upon full payment of the agreed fee, Clesk transfers to the Client the exclusive rights of use, unlimited in time, territory and content, to the source code, designs and documentation created, insofar as these were developed specifically for the Client. Existing libraries, open-source components and frameworks remain under their respective licence terms.

Until full payment, all rights remain with Clesk. During this period, the Client is entitled to use the services exclusively for the originally intended purposes.

7. Warranty

Clesk warrants that the services rendered are free of material and legal defects. In the event of a justified notice of defects, rectification is carried out within a reasonable period. The warranty period is 12 months from acceptance. Trivial deviations that do not impair functionality, as well as defects due to subsequent changes by the Client or third parties, are excluded.

8. Liability

Clesk is liable without limitation for damages arising from injury to life, body or health based on a negligent or intentional breach of duty, as well as for other damages based on an intentional or grossly negligent breach of duty.

For damages caused by slight negligence, Clesk is only liable in the event of a breach of a material contractual obligation (cardinal duty). In this case, liability is limited to the foreseeable damage typical for the contract. Any further liability, in particular for lost profits, indirect damages, consequential damages or data loss, is excluded.

The limitations of liability do not apply within the scope of the German Product Liability Act (Produkthaftungsgesetz) or where a guarantee has been assumed.

9. Confidentiality

Both parties undertake to treat all confidential information of the other party that becomes known in the course of the contractual relationship as confidential and not to pass it on to third parties. This obligation continues to exist after the end of the contractual relationship.

Clesk is entitled to name the Client and the project carried out in its reference list, unless the Client has objected to this.

10. Termination & ending

Contracts for ongoing services (hosting, maintenance) may be terminated by either party with a notice period of three months to the end of a quarter, unless otherwise agreed. The right to extraordinary termination for good cause remains unaffected.

Services already rendered are to be remunerated on a pro rata basis upon termination.

11. Data protection

The processing of personal data is carried out in compliance with statutory provisions, in particular the GDPR and the German Federal Data Protection Act (BDSG). Details are set out in the privacy policy. Where required within the scope of commissioned processing, the parties conclude a separate data processing agreement (DPA) pursuant to Art. 28 GDPR.

12. Final provisions

The law of the Federal Republic of Germany applies, excluding the UN Convention on Contracts for the International Sale of Goods. The place of performance and exclusive place of jurisdiction for all disputes arising from or in connection with this contract is Siegen, provided the Client is a merchant, a legal entity under public law or a special fund under public law.

Should individual provisions of these GTC be invalid or unenforceable, the validity of the remaining provisions remains unaffected. The statutory provision shall take the place of the invalid or unenforceable provision.

Provider:
Clesk Digital GmbH
Am Biehl 5
57234 Wilnsdorf, Germany
Managing Directors: Enzo Frenker-Hackfort, Tobias Rösner
Commercial register: Siegen Local Court, HRB 13012
VAT ID: DE351357159