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General Terms and Conditions of TWT Group GmbH

The following General Terms and Conditions ("GTC") apply to all contracts, deliveries, and services – including domain management, provision of online services, internet services and ASP solutions, development of websites for B2B and B2C providers, hosting, consulting services, provision of information, and other work or services – between TWT Group GmbH, Adlerstraße 74, 40211 Düsseldorf (hereinafter referred to as "TWT") and its contractual partners (hereinafter referred to as the "Client").

1. Scope of Application

  1. These General Terms and Conditions (GTC) are solely applicable to the contractual relationship, unless deviations have been expressly agreed upon in writing. Any differing terms and conditions shall only be binding for TWT if TWT has expressly confirmed them in writing. Should the Client’s declaration of intent refer to or include their own terms and conditions, such terms shall not apply – even if TWT does not expressly object to them again.

  2. If these GTC have not been provided to the Client together with TWT’s offer or on another occasion, they shall nonetheless apply. The GTC are available online at www.twt.de/agb.

  3. Individually negotiated agreements with the Client (including side agreements, additions, and amendments) shall always take precedence over these GTC. Verbal agreements shall only be binding if they are promptly confirmed in writing by TWT.

  4. As part of its services and deliverables, TWT regularly utilizes third-party services or software, for which the respective license terms shall take precedence.

  5. These GTC apply only if the Client is an entrepreneur as defined by Section 14 of the German Civil Code (BGB).

2. Conclusion of Contract

  1. A contract is concluded when the Client provides written confirmation of TWT’s offer (e.g. via an order confirmation or a signed order form).

  2. TWT assumes no responsibility for the suitability of the contractual products or services for the Client’s intended purposes. The Client bears the risk of ensuring that the services offered meet their wishes and requirements. If the Client wishes to establish binding specifications, these must be submitted in writing. Such specifications shall only become effective upon written confirmation by TWT.

3. Prices and Payment Terms

3.1 Prices

  1. The prices agreed upon in the contract between the parties shall apply.

  2. If installation, commissioning, or other services have been agreed, these shall be invoiced separately. The same applies to travel expenses, per diem allowances, and other incidental costs.

  3. All agreed prices are net prices and are subject to the applicable statutory value-added tax (VAT).

3.2 Invoicing

  1. Invoices are sent via email in PDF format.

  2. Unless otherwise agreed, invoices are payable within 14 days from the invoice date.

  3. All payments received by TWT will be applied first to any costs incurred, then to interest, and finally to the principal amount – provided the payment is not sufficient to settle the full debt. The Client may not unilaterally determine a different allocation of payments.

3.3 Special Provisions for Rental Agreements Concerning ASP Services (Application Service Providing) and Online Services, Software Rental, and Domain, Maintenance and Hotline Fees

  1. Unless otherwise agreed in individual contracts, the fees for the above-mentioned services are payable in advance for the entire contract period, but no more than one contract year. The amount due will be collected via direct debit at the time of payment.

  2. No other forms of payment are accepted apart from direct debit.

  3. A monthly invoice will not be issued. The booking record for the Client is provided by the order form in combination with the direct debit statement, both of which contain all relevant details.

  4. In the event of payment default, TWT may suspend its services until full payment has been received.

  5. TWT reserves the right to increase the fees and/or charges for the aforementioned services by up to 10% annually. TWT will notify the Client of such an increase at least three (3) months prior to the effective date of the new fees or charges.

4. Delivery Dates and Deadlines

Delivery and performance dates and deadlines are non-binding unless their binding nature has been expressly agreed in writing by both parties.

5. Subcontracting

TWT is entitled to subcontract third parties for the performance of contractual services without the prior consent of the Client. TWT remains responsible for the proper fulfillment of its contractual obligations.

6. Rights of Use

  1. Upon full settlement of all invoices related to the assignment, TWT shall grant the Client all rights of use necessary for the intended use of its work and services, to the extent agreed in the contract. In case of doubt, TWT fulfills this obligation by granting non-exclusive rights of use within the territory of the Federal Republic of Germany, limited to the duration of the contractually agreed and intended use of the work or services. Any use beyond this scope – particularly modification or alteration – requires TWT’s prior written consent.

  2. The Client is not permitted to use, copy, modify, transfer, convert (reassemble or recompile), or otherwise translate any software provided, except as expressly permitted in the license agreement. Any such transformation is only allowed if explicitly provided for. The Client is further not entitled to rent, lease, or otherwise commercially distribute the software.

  3. All third-party licensed media and content used by TWT in the course of a project – such as images, videos, audio, music, animations, fonts, texts, source code, etc. – are licensed by TWT exclusively to the Client. The type and scope of such licensing are agreed upon with the Client in advance. Any use of this content by the Client beyond the scope of the project is not permitted.

  4. If TWT, for example, includes notices of authorship on a website in the context of a contract for the development of a website – indicating TWT or a third party as the author – the Client is not permitted to remove or alter these notices without TWT's consent.

  5. Upon the expiration of a time-limited right of use or upon the termination or other cessation of the agreement, all rights of use to the software, any copies, and any written documentation provided by TWT or created by the Client shall also expire. The Client shall delete all stored software and copies from their computer systems, unless they are legally required to retain them for a longer period.

  6. The rights of use granted to the Client under this contract shall only arise once the Client has declared acceptance and has fully paid the fees and charges owed to TWT. Until then, all copyright usage rights remain with TWT.

  7. Rights of use to work or services that have not been fully paid for at the time of contract termination shall remain with TWT, unless otherwise agreed.

  8. The transfer or sublicensing of the rights of use by the Client to third parties requires prior written consent from TWT.

7. Obligations of the Client

7.1 Client's Responsibility for Provided Content

  1. The Client is solely responsible for ensuring that the content provided to TWT for the performance of the contractual services and execution of the contract (such as texts, images, graphics, music and video sequences, etc.), as well as any domains provided, are legally permissible and do not infringe upon third-party rights. In particular, the Client is responsible for ensuring that the provided content:


    (i) does not violate criminal laws or regulations protecting youth, nor have a defamatory, war-glorifying, inciting, pornographic, or similar nature, and not be suitable for endangering the security or democratic constitutional order of the Federal Republic of Germany; and


    (ii) does not involve any violations of competition laws.

  2. Should a third party hold TWT liable for a violation of the obligations under the preceding paragraph 1, the Client shall indemnify TWT from any liability to the third party and reimburse TWT for any legal and other costs incurred by TWT as a result of the claim.

7.2 Data Backup

The Client is obligated to regularly perform all necessary data backups and create backup copies of the software and its content at least daily.

7.3 Security of Access Data

The Client is obligated to keep the passwords and access credentials received from TWT strictly confidential. TWT must be informed immediately if there is any suspicion that an unauthorized third party has obtained a password. If, due to the Client's fault, third parties misuse the passwords to access TWT's services, the Client shall be liable to TWT for any damages.

8. Warranty

8.1. TWT does not provide any warranty or guarantee for the functionality, operability, or suitability of the delivered goods and services for a particular purpose.

8.2. TWT shall be liable for defects as follows:

  1. If a delivery or service provided by TWT at the time of the transfer of risk contains defects that nullify or significantly reduce the value or suitability for ordinary use or the use presumed under the contract, it will, at TWT's discretion and in accordance with the following provisions, be replaced or repaired free of charge, either entirely or partially.

  2. The Client must immediately inspect a delivery or service upon receipt for visible damage or defects and inform TWT of any such issues in writing without delay. Defective deliveries or services must be kept in the condition they were in at the time the defect was identified, so that TWT can inspect and examine them. Any violation of these provisions will exclude any warranty claims.

  3. Any warranty claims are also excluded if the deliveries or services provided by TWT are altered, if their original identifiers are removed, or if repairs and service work are carried out by parties other than TWT or third parties designated by TWT.

  4. Contrary to Section 438 (1) No. 3 of the German Civil Code (BGB), the general statute of limitations for claims arising from material and legal defects is one year from delivery. If acceptance is agreed upon, the limitation period begins with the acceptance. The statutory special regulations regarding the statute of limitations (in particular Section 438 (1) No. 1, (3), Sections 444, 445b BGB) remain unaffected. The above limitation periods under purchase law also apply to contractual and non-contractual claims for damages from the Buyer based on a defect in the delivery or service, unless the application of the regular statutory limitation period (Sections 195, 199 BGB) would lead to a shorter limitation period in the individual case. Claims for damages by the Client according to Section 9 (1) as well as under the Product Liability Act shall be subject exclusively to the statutory limitation periods. For rectifications and replacement deliveries, TWT is liable until the expiration of the warranty period applicable to the original delivery item, to the same extent as for the original delivery item.

  5. The Client's rights due to a defect are excluded if they were aware of the defect at the time the contract was concluded.

8.3 The following warranty conditions also apply in addition for the delivery or provision of software of any kind:

  1. Any warranty by TWT requires the Client to provide a detailed written description of the error, which must, in particular, indicate the command sequences under which the alleged software defects occur.

  2. If TWT distributes third-party software, whether individually or in connection with hardware, whether explicitly in the name of third parties or in its own name, TWT may initially provide warranty by assigning all warranty claims from TWT against the third party to the Client and by providing all necessary information to enforce these claims. If the claim against the third party is unsuccessful, TWT remains secondarily obligated to provide warranty.

  3. The warranty obligation always applies only to the latest version of the software delivered to the Client. The Client is obligated to accept the new program version offered by TWT, unless acceptance is unreasonable due to special circumstances of the individual case.

  4. In cases where software is clearly provided by third parties, TWT does not assume any liability for its operability on the delivered hardware or for compatibility with other software supplied. This also applies if TWT forwards third-party documentation or product descriptions that indicate operability or compatibility. In such cases, the Client is limited to asserting the assigned warranty claims against the third party. If the claim against the third party is unsuccessful, TWT remains secondarily liable for warranty obligations.

9. Liability

  1. TWT shall be liable without limitation in cases of intent, gross negligence, culpable injury to life, body or health, and under the provisions of the Product Liability Act.

  2. Without prejudice to the cases of unlimited liability pursuant to the above section a), TWT shall be liable for damages caused by slightly negligent breaches of duty only in the event of a breach of essential contractual obligations – i.e., obligations whose fulfillment is a prerequisite for the proper execution of the contract, or whose violation jeopardizes the achievement of the contractual purpose and on whose compliance the customer regularly relies. In such cases, liability is limited to the foreseeable, contract-typical damage at the time the contract was concluded.

  3. For slightly negligent conduct as defined in paragraph 2 above, TWT's liability is limited in each individual case to a maximum of 10% of the revenue generated under the contract in the past twelve (12) months. Overall liability under the contract is limited to a maximum of 50% of the revenue generated in the same period. Liability for indirect and consequential damages is excluded.

  4. The limitations set out in paragraphs 1 to 3 above also apply in favor of TWT's employees, representatives, and corporate bodies.

10. Term and Termination Rights

  1. The contract term is specified in the order form. Unless otherwise agreed, the initial term of the contract is twelve (12) months. Regardless of the initial term, the contract will automatically renew for an additional twelve (12) months unless it is terminated no later than three (3) months before the end of the current term.

  2. For contracts concerning domains, the contract term is determined by the allocation policies of the respective domain registry organisation.

  3. The right to terminate the contract for good cause remains unaffected.

11. References and Publications

  1. TWT is entitled to name the customer as a reference for marketing and PR purposes on its website, social‑media channels, presentations, press releases, success stories, project reports, and other marketing materials.

  2. In the case of publications, the client's trademarks, logos, business names, geographical indications, and copyright notices must be respected. Each publication must be designed in a way that does not infringe upon the client's rights.

12. Confidentiality

  1. "Confidential Information" refers to all information and documents of the other party that are marked as confidential or are considered confidential based on the circumstances, particularly all information and documentation provided to the customer regarding deliveries and services, offers, manuals, training and educational materials, documents related to business operations, business relationships including customer and supplier relationships, and TWT's know-how. The existence and content of this contract are also considered confidential; the provisions in Section 11 remain unaffected.

  2. The parties agree to maintain confidentiality regarding confidential information. The recipient shall take all reasonable measures to prevent the disclosure, distribution, reverse engineering, or unauthorized use of confidential information, including at least the measures they take to protect their own confidential information of a similar nature. Reverse engineering includes all actions, including observing, testing, examining, and disassembling or possibly reassembling, with the aim of obtaining confidential information. The recipient may not export any confidential information in a manner that violates the export regulations of the European Union. These obligations are unlimited in duration.

  3. The foregoing obligations do not apply to confidential information that:

    - was demonstrably known to the recipient at the time the contract was concluded, or later becomes known from a third party, without violating any confidentiality agreement, legal provision, or governmental order;

    - is publicly known at the time the contract is concluded, or later becomes public, provided this is not due to a breach of this contract;

    - must be disclosed due to legal obligations or by order of a court or governmental authority. Where permissible and feasible, the recipient required to disclose shall inform the other party in advance and give it the opportunity to oppose the disclosure.

  4. The parties will disclose confidential information only to those employees who need to know it for the performance of this contract and will bind such employees, also for the period after they leave the company, to confidentiality to the extent permitted by labor law.

  5. All confidential information remains the exclusive property of the disclosing party. The disclosure of confidential information by the disclosing party does not constitute, either expressly or implicitly, a grant of any rights in patents, copyrights, trade secrets, trademarks, or other intellectual property of the disclosing party to the recipient.

  6. Any confidentiality or non‑disclosure agreements previously concluded between the parties remain unaffected. In the event of a conflict, the above provisions shall prevail.

13. Data Protection

  1. Upon commencement of the business relationship, the customer’s data, which may include personal data, will be stored and, where necessary, processed and transmitted. For further details, TWT refers to its Privacy Policy.

  2. TWT expressly points out that, given the current state of technology, data protection for transmissions over open networks such as the internet cannot be fully guaranteed. The customer is aware that TWT can access the data stored on its web server at any time. Other internet users may also be technically able to interfere with network security without authorisation and monitor data traffic. TWT therefore assumes no liability for the security of data during transmission or storage.

  3. For any data‑protection inquiries, the client may contact TWT GmbH’s appointed Data Protection Officer, Mike Peter, at +49 (0) 6341 6731696 or hello@yourprivacyfirst.de at any time.

14. Assignment

TWT may transfer its rights under this contract to one or more third parties without the client’s consent, provided TWT has a legitimate interest in the transfer and the client has no overriding interest in TWT remaining party to the contract. In such a case, the client has the right to terminate the contract without notice.

15. Set-off and Retention Rights

The client may only offset claims against TWT that are undisputed or have been legally established. The client may assert a right to refuse performance or a right of retention only on the basis of claims arising from the same contractual relationship that are undisputed or have been legally established.

16. Written Form

Amendments to this contract must be made in writing. This also applies to any modification of this written form clause. Collateral agreements, particularly assurances and amendments to the contract, require written confirmation by TWT; this also applies to the written form requirement itself.

17. Place of Jurisdiction, Applicable Law

  1. The exclusive place of jurisdiction for all disputes arising from or in connection with this contract and its execution shall be Düsseldorf, to the extent permitted by law.

  2. The contract shall be governed by German law, excluding conflict of laws provisions and the UN Convention on Contracts for the International Sale of Goods (CISG).

18. Severability Clause

If any provision of this contract or these General Terms and Conditions is or becomes wholly or partially invalid or void, the validity of the remaining provisions shall not be affected. The parties agree to replace the invalid or void provision with a valid one that most closely reflects the intended economic purpose. The same shall apply in the event of a contractual gap.