General Terms and Conditions
Here you can read the General Terms and Conditions of ByteWay.
You agree to these terms if you conclude a contract with us.
1. Scope, conclusion of contract
1.1 ByteWay UG (haftungsbeschränkt), Alt Prester 38, 39114 Magdeburg ("ByteWay" or "we") develops customized websites and IT solutions and hosts and manages them expressly only for business customers ("Clients"). We advertise our services on our website byteway.dev ("Website") and provide contact information; however, purchases and contracts are concluded separately.
ByteWay UG is a limited liability company.
1.2 These General Terms and Conditions ("GTC") apply to all contracts concluded between us and the client.
1.3 If necessary, we may enter into further, deviating, or conflicting agreements with individual clients ("Special Agreements"). These can only become part of the contract in express written form. This also applies if a service is provided in the knowledge of the client's conflicting general terms and conditions.
1.4 Special agreements take precedence over these General Terms and Conditions in the relevant contract and are subsequently supplemented by these General Terms and Conditions (cf. Section 305b of the German Civil Code).
1.5 These Terms and Conditions apply to both one-off work contracts ("projects") (such as the programming of a website) and regular service contracts ("services") (such as the hosting and maintenance of a website).
1.6 These Terms and Conditions shall also apply to future contractual relationships between us and the client, even if no further reference is made to them. This applies in particular to service contracts that are concluded or come into effect after the completion of a project.
1.7 By clicking the "Submit Order" button on our website, the client submits a binding offer. Immediately after receiving this offer, we will confirm receipt of the order by email. This confirmation does not constitute acceptance of the offer. The contract is only concluded upon transmission of the final contractual terms and conditions in a subsequent email.
1.8 These Terms and Conditions and other agreements are available in several languages for ease of understanding. In the event of any ambiguities or contradictions, the German version shall prevail.
1.9 We are responsible for storing the contractual provisions and the currently valid version of the General Terms and Conditions.
1.10 We reserve the right to make changes to these Terms and Conditions if new legal or technical conditions require it, as well as to expand and improve our offering. We will notify the client of such changes by email, highlighting the changes. Changes are deemed approved unless the client objects in writing within six weeks of receiving the notification of the change. We will separately inform the client of the right of objection and the legal consequences of remaining silent along with the notification of the change.
2. Our services
2.1 The scope of our primary service obligations is determined by the respective service description on our website.
2.2 If we send the client a (subject to change) quote, this is understood as a cost estimate ("Cost Estimate") based on our knowledge and understanding at the time of the quote. The quote is generally prepared free of charge for the client. If the quote turns out to be more extensive, we will inform the client immediately and indicate the resulting amount. An extension of the scope of services by the client after preparation remains expressly open. Due to the unpredictable nature of programs and their creation, a significant overrun only occurs if the quote exceeds 25%.
2.3 We may adapt our services in accordance with technological advances or changes in legal frameworks, provided that the agreed scope and quality of services are not compromised.
2.4 We are responsible for data backup within the scope of the services we provide. We decide on the frequency, scope, and form of data backup at our own discretion.
2.5 If we provide additional services without charging a fee, the client has no claim to the performance of these services. We are entitled to discontinue such services within a reasonable period of time, to modify them, or to offer them only for a fee. We will inform the client of such changes in a timely manner.
2.6 We are only obligated to provide technical support to the client within the scope of the contractual services. We do not guarantee permanent availability, and we may charge additional fees outside of business hours. Additional fees do not apply to the rectification of technical errors that we directly caused or are responsible for.
2.7 We are entitled to employ vicarious agents and assistants, in particular hosting providers, to provide agreed services. This does not affect the services we guarantee.
2.8 All information regarding the size of storage media is expressed in the binary system (e.g. GiB) and not in the metric system (e.g. GB), even if the unit GB is used for ease of reading or understanding. Binary units are larger, usually by 7%, which is why the client will not suffer any damage even in the event of misinterpretation.
3. Development of Solutions (Projects)
3.1 During development, especially regarding decision-making issues, we regularly coordinate with the client. The client is free to choose the method of communication, provided we support this, and can change it at any time. Any additional costs resulting from the client's choice of communication channel will be payed by the client.
3.2 If the client does not respond in a timely manner, the development of the affected solution will be delayed accordingly, potentially extending the completion period of the entire project.
3.3 If the client requests additional services/solutions during development that are not covered by the contract, the client must bear the resulting additional costs. We will inform the client promptly of the expected amount of additional costs and the resulting delay to the project.
4. Client's Obligations
4.1 Upon conclusion of the contract, the client shall provide us with all data required for this purpose and in the future. This includes, among other things:
- Company details, postal address
- Information for debiting and taxing invoice amounts
- Communication channels, in any case an email address
- Contact details of a contact person
4.2 The client guarantees the accuracy and completeness of the data provided to us. We expressly point out that this information may have legal consequences; inaccuracies may give rise to claims for damages and/or we reserve the right to exercise our special termination rights as defined in Section 9.5 of these General Terms and Conditions.
4.3 The client undertakes to inform us immediately of any changes to the data provided and, in the event of a justified and legitimate request from us, to confirm this data within seven days of receipt.
4.4 We reserve the right not to enter into contracts with clients outside the EU or Switzerland.
We reserve the right to adjust the list of the above-mentioned countries and territories at our own discretion due to changes in actual and political circumstances. We will inform affected clients of any adjustments with reasonable advance notice. We also reserve the right not to enter into contracts with clients from countries and territories added subsequently. The obligations and legal consequences stipulated in these Terms and Conditions, including, but not limited to, liability for damages and our special termination rights, also apply to clients from countries and territories added subsequently.
4.5 We conduct ongoing sanctions list screening based on the data entered by the client to ensure that the client is not subject to applicable government sanctions. A client is subject to applicable government sanctions within the meaning of this provision if we cannot reliably rule out that the client is a natural person or company that appears on so-called sanctions lists and is therefore subject to applicable government sanctions.
In this context, we reserve the right not to enter into contracts with clients subject to government sanctions.
4.6 The client is obligated to ensure proper data backup, particularly of critical business data and documents. This also applies if the client agrees to special security measures with us.
4.7 The client shall provide us with all information and documents necessary for the implementation of the commissioned project, as well as access in digital form. This includes, in particular, login data or access to the client's servers, texts, images, graphics, and logos, if required for implementation.
4.8 Should the provision of required information be delayed, the completion period shall be extended accordingly.
4.9 The client warrants that they possess all necessary rights for the ownership, distribution, and possible publication of the distributed content. We are not obligated to review content for legal admissibility. However, we should inform the client of any obvious violations of law. The client shall be liable for any copyright infringements in any case.
4.10 The client undertakes to indemnify us internally against all possible claims by third parties based on unlawful actions by the client or errors in the content of the information provided by the client. This applies in particular to violations of copyright, data protection, and competition law. We are not obligated to review the client's websites for possible violations of law.
5. Project Acceptance
5.1 We provide the project, ready for acceptance, to the client for review and acceptance. This can be done on our servers or on the client's servers. Further details have been agreed separately where appropriate.
5.2 The client is obligated to review the project immediately and, if no defects are found, to declare acceptance in writing. Acceptance is informal but must be unambiguous.
5.3 If content was created by us, the client must review it for accuracy and copyright. We will inform the client of any sources used, unless previously discussed.
5.4 Any complaints about defects must be communicated to us in writing.
5.5 If the client has not declared acceptance in writing, the project shall be deemed tacitly accepted at the latest upon full payment.
6. Grant of Rights
6.1 All rights to services provided by us during the term of the contract, namely program code, know-how, trademarks, or other intellectual property rights, remain expressly and unrestrictedly with us. We remain entitled to use our own related knowledge or the knowledge of our employees, as well as tools and processes used that are intended or suitable for reuse in other business relationships, for the purposes of our business operations to create the work results and to grant corresponding rights of use to third parties.
6.2 We reserve the sole copyright to the program code developed by us and the internal structure of a project. The client may not show, make available, or have the code or parts thereof modified by third parties. Section 11. Confidentiality applies.
6.3 During the term of the contract, the client is granted a simple, non-transferable, non-sublicensable right of use within the scope of the agreed services.
6.4 In the case of a website, we guarantee the client's sole right of use and additionally transfer the copyright to the appearance, the precise design of the user interface, and any content created by us.
6.5 We reserve the right to use the services we provide for our own advertising purposes. In this respect, we retain a simple right of use in any case.
6.6 We are entitled to refer to our copyright status in solutions we develop, in particular websites. Removal of this reference without our consent is prohibited. The type and scope of the reference must consider the client's interests. The content of the reference may be changed by us after the client has verbally informed us.
6.7 We have the right to name the client as a reference customer and to list it with a logo as a reference customer without having to pay the client any compensation.
6.8 To the extent that the agreed services require the use of third-party industrial property rights or copyrights, their provisions shall apply in addition in all cases. This also applies to open source software; we will provide the Client with the terms and conditions of such software upon request.
If and to the extent that we integrate work results and services of third parties (e.g. software) and such integrated services are subject to copyright usage rights, ancillary copyright rights, or sui generis intellectual property rights in favor of third parties, we shall grant the Client rights of use and exploitation of work results only to the extent that third parties have granted us rights to the integrated services and the legal relationship between us and the third parties permits. This applies in particular to the integration of so-called open source software.
6.9 If the Client books one or more domain(s) from us, we grant the Client full ownership and usage rights to this domain. We merely assume an administrative position ("admin-c" and "tech-c") with regard to the domain(s). The client is entitled to request changes to the settings of one of their domains at any time, including transferring to another (external) provider or terminating the contract.
Unless the client specifies otherwise, the choice of domain provider is ours. In this case, we may also change providers for cost or performance reasons, provided this does not violate our agreements with the client.
6.10 The above grant of rights is subject to the suspensive condition of full payment of the remuneration agreed in the contract.
7. Terms of Payment
7.1 All prices stated or agreed in writing or verbally without additional details are exclusive of statutory VAT at a rate of 19%.
7.2 Remuneration for projects is due upon acceptance of the entire work against invoicing.
7.3 We are entitled to request interim payments for services already rendered.
7.4 Fees for services, in particular hosting and maintenance contracts, are always due on the first day of the billing period. The billing period is usually one month, but can also be a quarter or a year, among other things.
7.5 The client shall make payment by bank transfer, stating the invoice number.
7.6 Payments are usually made in euros. If the client wishes to pay in another currency, they must bear all costs associated with the conversion into euros, so that we ultimately receive the full amount in euros. If necessary, we will inform the client of any additional costs that may arise.
7.7 We will make refunds of funds to the account or payment method used by the client for the payment. If refunds of funds would violate applicable law, refunds are excluded.
7.8 We may adjust the prices of services at any time in accordance with market developments. A price increase requires the client's consent. Consent is deemed to have been given if the client does not object to the price increase within four weeks of receipt of the notification of the change. We undertake to inform the client of the consequences of failing to object when notifying the change.
7.9 In the event of a change in the statutory sales tax or its calculation, we are entitled to adjust the fees accordingly.
7.10 If the client is in default with a payment, we have the right to suspend the provision of the relevant service until the due amount has been paid. This suspension may also involve re-awarding services that are cost-intensive for us and have previously been used by the client in default. We will delete data from a client who is in default after three months at the earliest.
8. Warranty and Liability
8.1 The statutory provisions of warranty law apply (§§ 633 et seq. BGB).
8.2 We shall be liable without limitation for damages resulting from culpable injury to life, body, or health, for grossly negligent or intentional acts, and in accordance with the provisions of the Product Liability Act. The same applies to the breach of a guarantee provided by us.
8.3 Furthermore, we are only liable for damages caused by slight negligence in the event of a breach of essential obligations arising from the contractual relationship, limited to the amount of damage typically foreseeable under the contract. Essential obligations are those obligations whose fulfillment makes the proper performance of the contract possible in the first place, whose non-fulfillment would jeopardize the purpose of the contract, and on whose compliance the client regularly relies.
8.4 We ensure an annual average availability of at least 95%. This excludes periods during which the servers are not accessible via the internet due to technical or other problems beyond our control (provider, force majeure, fault of third parties or the client, etc.), as well as periods of timely, necessary maintenance work by us or the provider. We will forward the latter notifications to the client immediately upon receipt. We will carry out maintenance work outside of normal operating hours, where possible. A solution is considered unavailable if it is not accessible via the internet or if essential functions are unusable. If availability falls below the promised level, we will suspend all activities/projects and focus our funds and resources on the problem until it is resolved. This is done at no cost to the client. In any case, we always strive to maximize availability.
8.5 We may restrict access and availability to our services if the security of network operations, the maintenance of network integrity (in particular, the avoidance of serious disruptions to the network, software, or stored data), the interoperability of services, or data protection require this.
8.6 If we cause problems or bugs immediately after completion of a project, we undertake to correct them as quickly as possible and free of charge, especially after we have been notified by the client.
8.7 If the solution is based on third-party services, in particular APIs, availability is also subject to the third-party provider's availability. Furthermore, we do not guarantee unlimited compatibility of our software with third-party APIs, files, software, etc. unless a maintenance contract is in place. Extensive changes to our software as a result of a change, for example, to a third-party API, may incur additional costs even with a maintenance contract, of which we will inform the client immediately.
8.8 The above limitation of liability shall apply accordingly to the personal liability of representatives, employees and vicarious agents of ByteWay.
9. Contract Term, Revocation, and Termination
9.1 Termination of the contract must be made in writing.
9.2 A regular termination of a project can occur at any time during development. Upon termination, all services and expenses performed for the client up to that point become due. If the client terminates the contract after the request for acceptance, the full service is deemed to have been provided, and the full invoice amount becomes due.
9.3 A regular termination of a service contract can occur at the end of each billing period (e.g. month/quarter/year). If the termination occurs while the client is already in default of payment, the outstanding amounts must still be paid.
9.4 If one party breaches its contractual obligations, the other party must set a reasonable deadline in writing to comply with the contract and to remedy the breach – as far as possible. If the other contracting party fails to comply with this deadline, termination without notice may be declared in the event of a breach of essential contractual obligations, but in the event of a breach of ancillary obligations, termination may only be declared in the event of a repeated breach.
9.5 Each party reserves the right to terminate the contract (without notice) for good cause. Good cause for termination for us shall in any case exist if the client is in default with a material payment obligation despite a reminder, provides false information to us, or culpably violates the provisions of these Terms and Conditions.
9.6 If we are unable to provide the service due to force majeure (i.e., events beyond our control), we shall be released from our obligation to perform and the client shall be released from their obligation to provide consideration for the duration of the force majeure. The contract term shall be extended by the duration of the interruption caused by the force majeure. If the force majeure is expected to last longer than three months, either party may terminate the contract.
9.7 If the client has ordered one or more domains under a service contract that are paid in installments, the client must pay the outstanding costs for the domain at the time of termination. For example, if the client terminates a monthly hosting contract in March, but the domain is renewed annually in January, the client must pay for the remaining 10 months until the domain's cancellation period.
10. Data Protection
10.1 We provide our services in accordance with EU Regulation 2016/679 (General Data Protection Regulation), the Federal Data Protection Act (BDSG), the data protection laws of the federal states, as well as the Telemedia Act (TMG) and the Telecommunications Telemedia Data Protection Act (TTDSG).
10.2 We process the client's personal data without further consent, insofar as it is necessary for the establishment and execution of the contract and for billing purposes. Details can be found in our Privacy Policy.
10.3 The client acknowledges that our developers have access to all provided project-related data and programs. We also reserve the right to create and store backups and version histories of the data in order to restore the original state at our or the client's premises if necessary. We delete particularly sensitive data, especially personal data, immediately after project completion and do not create a version history.
10.4 If necessary, and with the consent of all parties involved, we may make recordings of business telephone conversations with the client or their employees. This serves as documentation, as evidence of agreements, and thus, if applicable, of the contractual content. The recordings are generally deleted after transcribing.
11. Confidentiality
11.1 The contracting parties mutually undertake to maintain confidentiality regarding any information they obtain about the other party's business operations or persons within the scope of their cooperation under this agreement. They also undertake to impose a corresponding confidentiality obligation on their employees. This confidentiality obligation does not end with this contract, but is indefinite in time.
11.2 The confidentiality obligation does not extend to information that a contracting party demonstrably receives lawfully from third parties, or that was already generally known at the time of conclusion of the contract or subsequently became known without a breach of this confidentiality obligation.
12. Referral and Commission
12.1 Regardless of the client's status, we are prepared to pay the referrer a one-time commission for brokering a contract.
12.2 The amount of this one-time commission is generally 7% of the contract amount for projects. If the contract for work stipulates a subsequent service contract, the commission is increased by one monthly payment of the said service contract, less any directly related costs.
12.3 The commission is paid to the referrer upon receipt of the contract amount.
13. Applicable Law & Place of Jurisdiction
13.1 The law of the Federal Republic of Germany shall apply, excluding the UN Convention on Contracts for the International Sale of Goods (CISG).
13.2 The exclusive place of jurisdiction for all disputes arising from the contractual relationship shall be the registered office of the Company. The same applies because the client is an entrepreneur. Priority statutory provisions, in particular those regarding exclusive jurisdiction, remain unaffected.
14. Final Provisions
14.1 Amendments and additions to a contract must be made in writing. This also applies to any deviation from the written form requirement. Email also satisfies the written form requirement.
14.2 There are no oral ancillary agreements.
14.3 The place of jurisdiction and performance is our registered office, Magdeburg.
14.4 Should one or more provisions of these Terms and Conditions or of a contract be or become invalid, this shall not affect the validity of the remaining provisions. The invalid provision shall be replaced by a valid provision that most closely reflects the legal and economic intention of the contracting parties.
14.5 Should we transform our existing company into a new legal form, an equivalent contract may be concluded with our respective successor under the same terms and conditions, provided that the successor offers the same services.
Language: English
Last Update: April 2025
Spelling mistakes reserved.
This is just a translated version for accessibility and understanding. The legally binding version is in german.