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Terms and Conditions

General terms and conditions of CaNo Solutions GmbH for IT services, deliveries and works performed for business customers. They apply in addition to the arrangements set out in the individual contract; where that contract provides otherwise, it takes precedence. This is the English rendering of our German terms; the German version remains authoritative.

§ 1 Scope

These general terms and conditions apply to all contracts, deliveries and other services between CaNo Solutions GmbH (the “Contractor”) and its customers (the “Client”).
The Contractor provides its services exclusively to entrepreneurs within the meaning of § 14 of the German Civil Code (BGB), to legal entities under public law and to special funds under public law. Contracts with consumers within the meaning of § 13 BGB are not concluded.
Deviating, conflicting or supplementary terms and conditions of the Client do not become part of the contract unless the Contractor expressly agrees to their application in text form. This applies even where the Contractor performs the service without reservation while aware of such terms.
Individual arrangements made in the individual contract, in a quotation or in a statement of work take precedence over these terms.

§ 2 Conclusion of contract and quotations

Descriptions of services on the Contractor’s website and general information about its range of services are non-binding and do not constitute an offer in the legal sense.
Quotations issued by the Contractor are subject to change unless they are expressly designated as binding. Any acceptance period stated in the quotation takes precedence.
A contract comes into effect when the Client accepts the quotation or when the Contractor confirms the order in text form. Commencement of performance by the Contractor is equivalent to an order confirmation.
Side agreements, amendments and additions to the contract require text form to be effective. This also applies to any waiver of this text form requirement.

§ 3 Scope of services

The nature, scope and quality of the services follow conclusively from the individual contract together with the associated statement of work. Statements in promotional materials, on the website or in general product descriptions do not in themselves constitute an agreement on quality or a guarantee.
Whether the law on service contracts or the law on contracts for work applies to an agreed service depends on the result owed under the individual contract. Consulting, support and operational services are, in case of doubt, services rather than works.
The Contractor is entitled to engage qualified subcontractors and third parties in performing the services. Its responsibility towards the Client remains unaffected.
Changes to the agreed scope of services require an agreement in text form. Where a requested change involves additional effort, the Contractor notifies the Client before implementation; the remuneration is adjusted accordingly.
Third-party services that the Contractor merely arranges or procures — such as hardware, software licences or provider connections — are additionally subject to the terms and licence conditions of the respective supplier. The Client is informed of these in good time.

§ 4 Client’s duties to cooperate

The Client supports the Contractor in performing the services to the extent required and provides the necessary conditions free of charge. This includes in particular:
- timely and complete provision of the required information, documents and system data,
- access to premises, systems, networks and credentials to the extent required for the service,
- nomination of contacts with the necessary technical and organisational authority,
- provision of suitable workspaces, power supply and network connectivity for work carried out on site,
- obtaining any consents required from third parties, for example from landlords, the works council or incumbent service providers.
The Client is responsible for the regular and complete backup of its own data unless data backup is expressly agreed as a service of the Contractor. Before any intervention in production systems, the Client ensures that a current, verified backup exists.
The Client ensures that it is entitled to use the systems, data and programs made available and that the Contractor is permitted to carry out the agreed work on them.
If the Client fails to meet its duties to cooperate, or does not meet them in time or in full, agreed dates are postponed appropriately. Additional effort demonstrably incurred by the Contractor as a result is to be remunerated. Further statutory claims remain unaffected.

§ 5 Dates and deadlines

Dates and deadlines are binding only where they have been expressly agreed as binding in the individual contract. Otherwise they are non-binding planning information.
Meeting agreed dates presupposes that all commercial and technical questions have been clarified and that the Client has fulfilled its duties to cooperate.
Delays for which the Contractor is not responsible — in particular those arising from the Client’s sphere, from supply shortages at upstream suppliers or from events under § 13 — extend the deadlines by the duration of the impediment plus a reasonable restart period.
Should the Contractor fall into default, it must first be granted a reasonable period of grace. The Client’s statutory rights remain unaffected; § 8 applies to claims for damages.

§ 6 Remuneration and payment terms

The remuneration agreed in the individual contract applies. Where no remuneration has been expressly agreed, the Contractor’s prices valid at the time of performance apply.
All prices are exclusive of value added tax at the applicable statutory rate and exclusive of any agreed incidental and travel costs.
Services invoiced on a time and materials basis are itemised comprehensibly by the Contractor. For continuing obligations, invoicing takes place at the agreed intervals.
Invoices are payable without deduction within the payment period stated in the invoice or in the individual contract. Where no payment period has been agreed, the statutory provisions apply.
In the event of late payment, the statutory rules on default apply. After prior notice and the expiry of a reasonable period, the Contractor is entitled to suspend further performance until outstanding claims have been settled, provided this is reasonable for the Client.
The Client may set off only against claims that are undisputed or have been established with final legal effect. A right of retention is available to the Client only in respect of claims arising from the same contractual relationship.
Goods delivered remain the property of the Contractor until payment has been made in full. The Client treats goods subject to retention of title with care and notifies the Contractor without delay of any access by third parties.

§ 7 Warranty and claims for defects

The Contractor is liable for defects in accordance with the statutory provisions unless otherwise stipulated below. The agreed statement of work is decisive for the quality owed.
The Client reports defects in text form without delay after discovering them, describing them precisely enough for the issue to be reproduced. The commercial duty to inspect and give notice of defects under § 377 of the German Commercial Code (HGB) remains unaffected.
Where notice of a defect is justified, the Contractor provides subsequent performance. The choice between remedying the defect and producing a new item or making a replacement delivery rests with the Contractor, provided this is reasonable for the Client.
If subsequent performance fails, is impossible or is seriously and finally refused by the Contractor, the Client has the statutory rights; § 8 applies to claims for damages.
Impairments resulting from use that departs from the contract, from interventions by third parties, from a system environment for which the Client is responsible or from omitted cooperation do not constitute defects. Where notice of a defect proves unjustified, the Contractor may invoice the effort incurred, provided the Client is responsible for it.
For third-party products the warranty is limited to the claims available to the Contractor against the manufacturer or upstream supplier; on request it assigns these to the Client. The Client’s statutory rights against the Contractor remain unaffected where the assignment does not lead to satisfaction.
In line with the state of the art, no warranty is given that software will operate free of errors in every combination and under all conditions of use.

§ 8 Liability

The Contractor is liable without limitation in cases of intent and gross negligence, for injury to life, body or health, where a guarantee has been assumed, and under the provisions of the German Product Liability Act.
In cases of simple negligence the Contractor is liable only for breach of a material contractual obligation. Material obligations are those whose fulfilment makes the proper performance of the contract possible in the first place and on whose observance the Client may regularly rely. In such cases liability is limited to the foreseeable damage typical of this type of contract at the time it was concluded.
Any further liability, in particular for indirect damage and lost profit, is excluded.
For the loss of data the Contractor is liable only to the extent of the effort that would have been required for restoration had the Client carried out proper and regular data backups. This does not apply where data backup is expressly agreed as a service of the Contractor.
The above limitations of liability also apply in favour of the Contractor’s legal representatives, employees and vicarious agents.
The above provisions do not entail any change to the statutory burden of proof.

§ 9 Confidentiality

The parties treat as confidential all information about the other party that becomes known to them in the course of their cooperation, where it is marked as confidential or its confidential nature follows from the circumstances. They use such information exclusively for the purposes of the contract.
This does not cover information that is generally known, becomes known without breach of this obligation, was already lawfully known to the receiving party or was developed independently by it. Statutory or official disclosure obligations remain unaffected; the other party is informed in advance where this is permissible.
The duty of confidentiality continues beyond the end of the contractual relationship for as long as a legitimate interest in secrecy exists.
The Contractor may name the Client as a reference only with the Client’s prior consent in text form.

§ 10 Data protection and processing on behalf of the Client

Both parties observe the applicable data protection provisions, in particular the General Data Protection Regulation (GDPR) and the German Federal Data Protection Act.
Where the Contractor processes personal data on behalf of the Client while performing the services, the parties conclude a data processing agreement pursuant to Article 28 GDPR before processing begins.
The Contractor obliges the persons involved in performing the services to maintain confidentiality and informs them of their data protection duties.
Information about the processing of personal data when visiting this website is set out in our privacy policy.

§ 11 Rights of use and intellectual property

In respect of the work results produced by the Contractor — in particular software, source code, concepts, documentation and designs — the Client receives, upon full payment of the agreed remuneration, a non-exclusive right of use, unlimited in time and territory, for the purposes provided for in the contract.
A transfer of exclusive rights, a claim to the release of source code and the right to modify results or pass them to third parties exist only where expressly agreed.
The Contractor remains entitled to continue using without restriction any generally applicable components — in particular ideas, methods, procedures, libraries and reusable building blocks — that arise during performance or already existed beforehand.
For third-party software, components and content, including open source elements, the respective licence terms of the rights holder apply. The Contractor points out material licence conditions.
The Client ensures that the materials, data and content it supplies are free of third-party rights that would prevent their use as provided for in the contract.

§ 12 Term and termination of continuing obligations

For continuing services — in particular managed services, support and maintenance contracts — the term agreed in the individual contract and the notice periods agreed there apply.
Notices of termination require text form.
The right of either party to terminate for good cause without notice remains unaffected. For the Contractor, good cause exists in particular where the Client remains in default with a substantial part of the remuneration despite a reminder and a reasonable period of grace.
After the contractual relationship ends, the Contractor supports the Client at its request in an orderly handover to the Client itself or to a third party. Unless agreed otherwise, this support is remunerated on a time and materials basis.
On termination of the contract the Contractor returns or deletes documents, credentials and data media provided to it, unless statutory retention obligations prevent this.

§ 13 Force majeure

Events of force majeure that substantially impede or prevent performance by the Contractor release it from its obligation to perform for the duration of the disruption. These include in particular natural events, fire, strikes and lawful lockouts, official measures, epidemics, large-scale failures of power or telecommunications networks, and attacks on IT infrastructure that could not be repelled despite appropriate protective measures.
The affected party informs the other party without delay of the occurrence and expected duration of the impediment and makes reasonable efforts to limit its effects.
Where the impediment continues for a considerably longer period and performance thereby becomes unreasonable for one of the parties, that party is entitled to withdraw from the contract or to terminate it. Services already rendered are to be settled.

§ 14 Final provisions

The law of the Federal Republic of Germany applies, excluding the UN Convention on Contracts for the International Sale of Goods (CISG).
Where the Client 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 contractual relationship is the registered office of CaNo Solutions GmbH. The Contractor is also entitled to bring proceedings at the Client’s general place of jurisdiction.
The place of performance for all services is the Contractor’s registered office unless agreed otherwise.
The assignment of claims arising from the contractual relationship to third parties requires the Contractor’s prior consent in text form. § 354a HGB remains unaffected.
Should individual provisions of these terms be or become wholly or partly invalid or unenforceable, the validity of the remaining provisions remains unaffected. The statutory provisions take the place of the invalid or unenforceable provision.
The Contractor is neither obliged nor willing to take part in dispute resolution proceedings before a consumer arbitration board.

Further legal texts

As of August 2026. Under legal review.