Last updated: March 2026
These General Terms and Conditions (GTC) apply to all services provided by Graham Miranda UG (haftungsbeschränkt), Hasselfelder Str. 23, 38889 Blankenburg (Harz), Germany (hereinafter "Provider") to its clients (hereinafter "Client").
The subject matter of the contract is the provision of IT services, including but not limited to: Managed IT services, cloud services, cyber security solutions, IT consulting, web development, and related services as agreed upon in individual service agreements.
The scope of services is determined by the specific service agreement (SLA) concluded between the parties. The Provider shall perform the agreed services with the care of a prudent businessman.
The Provider is entitled to use qualified third parties or subcontractors for the execution of services, provided that the Client agrees in writing.
The Client shall provide the Provider with all information and documents necessary for the execution of services in a timely manner. The Client shall ensure that the technical prerequisites for the provision of services are met.
The Client is responsible for the lawfulness of the content and data processed using the services provided by the Provider, unless the Provider has contributed to the illegality.
Remuneration is governed by the specific service agreement. Unless otherwise agreed, payment is due within 14 days of invoice date without deduction.
All prices are exclusive of VAT at the applicable statutory rate.
In the event of default in payment, the Provider shall be entitled to charge interest on arrears at the statutory rate. The Client shall bear all costs of appropriate debt collection measures.
The Provider shall be liable for damages arising from injury to life, body, or health, as well as for damages caused intentionally or through gross negligence, in accordance with statutory provisions.
For damages caused by slight negligence, the Provider shall only be liable if essential contractual obligations (cardinal obligations) are violated. Liability is limited to the foreseeable damage typical for the contract.
The Provider shall not be liable for indirect damages, particularly not for loss of profit, unless caused by intent or gross negligence.
The Provider's liability is limited to a maximum of the annual fees paid by the Client for the respective service.
Both parties commit to maintaining confidentiality regarding all business and trade secrets that become known in connection with the contractual relationship. This obligation survives the termination of the contract.
The Provider processes personal data only to the extent necessary for the execution of the contract. The Provider complies with the provisions of the GDPR and all other applicable data protection regulations.
The Client remains responsible for the lawfulness of data processing. The Provider processes data on behalf of the Client on the basis of a data processing agreement (DPA) in accordance with Art. 28 GDPR.
The term of the contract is determined by the specific service agreement. Unless otherwise agreed, contracts with a minimum term can be terminated with a notice period of three months to the end of the minimum term.
The right to extraordinary termination for good cause remains unaffected. An important reason exists particularly if the other party seriously breaches essential contractual obligations.
Unless otherwise agreed in writing, the Client receives the non-exclusive right to use the deliverables created specifically for the Client. The Provider retains the rights to general developments, tools, and methodologies used.
The law of the Federal Republic of Germany applies, excluding the UN Convention on Contracts for the International Sale of Goods.
Place of performance and exclusive place of jurisdiction for all disputes is Blankenburg (Harz), Germany, unless mandatory legal provisions prescribe otherwise.
Should individual provisions of these GTC 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 comes closest to the economic purpose of the invalid provision.