Terms and Conditions (B2B)
Version: 11 October 2026
1. Scope
These Terms and Conditions apply to contracts between CodePartner GmbH, Twisterlingsbogen 5, 26160 Bad Zwischenahn (hereinafter “CodePartner”) and entrepreneurs within the meaning of Section 14 of the German Civil Code (BGB), legal entities under public law, or special funds under public law. They apply in particular to services relating to custom software development, AI software development, consulting, concept development, integration, automation, technical implementation, maintenance and further development.
These Terms and Conditions do not apply to contracts with consumers. Individual agreements contained in an offer, contract, specification of services or expressly agreed statement of work take precedence over these Terms and Conditions.
2. Formation of the contract and contractual documents
Offers made by CodePartner are non-binding unless expressly designated as binding. A contract is formed by acceptance of an offer, signature of a contractual document, or another clear corresponding agreement between the parties.
The nature and scope of the services are determined primarily by the individual offer, statement of work, project plan and any other contractual documents expressly incorporated. Product presentations and content on this website do not constitute a binding contractual offer.
3. Subject matter of the services and project organisation
CodePartner provides the agreed services in accordance with the recognised professional and technical state of the art at the time the services are performed, unless otherwise agreed in the contract. Whether a service is to be provided as a service obligation or as a contractually owed result under German law depends on the specific statement of work and contractual purpose.
CodePartner may use suitable employees and subcontractors to provide the services. CodePartner remains responsible for contractual performance.
4. Client cooperation
The client shall provide the information, content, access credentials, contacts, approvals, test data and decisions required for the project in good time and in an appropriate form. The client shall ensure that content, data, software, interfaces and other materials supplied by the client may lawfully be used.
Delays or additional effort resulting from late, incomplete or incorrect cooperation for which CodePartner is not responsible may lead to an appropriate adjustment of the schedule and remuneration.
5. Changes and additional services
Change requests that go beyond the agreed scope of services will be assessed before implementation with regard to their impact on effort, cost and schedule. Additional services will be performed only after a corresponding instruction, unless an immediate measure is exceptionally required to prevent an identifiable loss.
6. Remuneration and invoicing
Remuneration, billing model, instalments and payment terms are set out in the respective offer or contract. Unless otherwise agreed there, agreed prices are net prices plus statutory VAT and invoices fall due in accordance with the statutory provisions.
Travel, licence, hosting, provider or other third-party costs are charged only where this has been agreed or the client has approved the cost in advance.
7. Dates and delays
Dates and project schedules are binding only where expressly agreed as binding. If a project is delayed for reasons for which CodePartner is not responsible, in particular because cooperation is missing, changes are requested later, or third-party providers are delayed, affected dates will be postponed appropriately.
8. Acceptance of deliverables where acceptance applies
Where the contract requires a result that is subject to formal acceptance, the client will be requested to accept the deliverable once it has been made available. Acceptance is governed by the statutory provisions and the acceptance criteria agreed in the contract. Minor defects do not entitle the client to refuse acceptance.
Partial acceptance may be agreed where services are delivered in objectively separable project stages.
9. Defects and remedial performance
For deliverables governed by German work-contract law, statutory rights relating to defects apply unless a valid differing arrangement has been made in the individual contract. The client shall support CodePartner in reproducing and isolating a defect and provide the necessary information, access and sample data.
In particular, no defect exists where a deviation is caused by changes made by the client or third parties, unapproved system environments, external services, or use contrary to the contract, and CodePartner is not responsible for the cause.
10. Third-party software, open source and AI services
Where third-party software, open-source components, APIs, cloud services or AI services are used for a project, the licence and usage terms of the respective providers may apply in addition. CodePartner will point out material dependencies relevant to the project where they are identifiable and relevant during implementation.
Performance, availability, pricing or technical conditions of external providers may change outside CodePartner's control. Any resulting adaptations will be assessed jointly and, where they create additional project scope, agreed separately.
11. Specific characteristics of AI functionality
Generative AI systems operate probabilistically. Even with careful design and quality assurance, outputs may be incomplete, incorrect or variable. The contractually agreed quality, testing and approval mechanisms therefore determine the tasks for which AI outputs may be used directly and where human review is required.
CodePartner does not owe absolute error-free generative outputs unless this has expressly been agreed as a measurable acceptance criterion. Agreed technical safeguards, testing and quality mechanisms remain unaffected.
12. Rights of use
The scope of rights of use in individually created work results is governed primarily by the respective offer or contract. Unless otherwise agreed there, after full payment the client receives the non-exclusive rights of use necessary for the contractually intended purpose, without territorial or time limitation, in the work results created individually for the client.
Tools, libraries, frameworks, generic components, methods, know-how and reusable technical building blocks that existed before the project remain with their respective rights holders. Rights in third-party software and open-source components are governed by the applicable licence terms.
13. Confidentiality and data protection
Both parties shall treat confidential information made available to them in connection with the cooperation as confidential and use it only for performance of the contract. Statutory disclosure obligations remain unaffected.
Where CodePartner processes personal data on behalf of the client and the requirements of Article 28 GDPR are met, the parties will enter into a separate data processing agreement.
14. Liability
CodePartner is liable without limitation in cases of intent and gross negligence, culpable injury to life, body or health, any guarantee assumed, and under mandatory statutory liability provisions.
In the event of a slightly negligent breach of a material contractual obligation whose fulfilment is essential for proper performance of the contract and on whose observance the client may regularly rely, liability is limited to the foreseeable damage typical of the contract at the time the contract was concluded. In all other respects, liability for slight negligence is excluded. These liability provisions apply accordingly in favour of CodePartner's legal representatives, employees and vicarious agents.
15. Term and termination
The term and ordinary termination are governed by the individual contract. The right of both parties to terminate for good cause remains unaffected. Statutory termination rights, in particular those applying to work contracts under German law, remain applicable unless validly modified by an individual contractual agreement.
16. References and identifiers
CodePartner will not use the client's name, logo or project information for reference or advertising purposes unless the client has expressly approved such use.
17. Final provisions
The law of the Federal Republic of Germany applies, excluding the UN Convention on Contracts for the International Sale of Goods (CISG), unless its application is mandatory. If the client is a merchant, a legal entity under public law or a special fund under public law, CodePartner's registered office is — to the extent legally permissible — the place of jurisdiction for disputes arising from or in connection with the contractual relationship.
If individual provisions of these Terms and Conditions are or become wholly or partially invalid, the validity of the remaining provisions remains unaffected. The statutory provisions apply in place of an invalid provision.
18. Provider
CodePartner GmbH
Twisterlingsbogen 5
26160 Bad Zwischenahn
Germany
Email: kontakt@ki-softwareentwicklung.de
Phone: +49 441 1813 1820