Effective from the 18th of June, 2019
1.1 These General Terms and Conditions („Terms and Conditions“) apply to all IT and telecommunications services provided by webhosting24 GmbH (hereinafter referred to as „Webhosting24“) to the customer during the term of the respective contract. The customer’s general terms and conditions do not apply, even if reference is made to them in an order or order confirmation, and Webhosting24 does not expressly object to them.
1.2 The contractual relationship between the parties is governed by the following legal bases in the order of priority listed below:
1.3 These Terms and Conditions also apply to all future contracts with the customer if the customer is a business entity, merchant, legal entity under public law, or special public fund, even if they are not explicitly referenced again.
1.4 Webhosting24 reserves the right to modify these Terms and Conditions or the product-specific STC, provided that essential contractual provisions are not affected and that such changes are necessary to adapt to developments that were not foreseeable at the time of contract conclusion. Failure to adapt would significantly disrupt the balance of the contractual relationship. Essential provisions include those regarding the type and scope of the services and contract duration, including termination rules. Adjustments may also be made to address difficulties in contract execution due to regulatory gaps arising after the contract’s conclusion, such as changes in case law affecting one or more clauses.
1.5 Webhosting24 is authorized to amend product-specific service descriptions and SLAs if there is a legitimate reason, provided that the customer is not objectively disadvantaged by such changes (e.g., by maintaining or improving functionalities) and that the changes are not substantially different from the original agreements. A legitimate reason exists if there are new technological developments in the market or if third parties providing essential services to Webhosting24 modify their offerings.
1.6 Webhosting24 is entitled to increase agreed prices to offset rising costs in unregulated areas, such as when third-party suppliers increase their prices for necessary services related to the agreed product-specific service descriptions.
1.7 Changes to the Terms and Conditions, STC, service descriptions, or price increases under clauses 1.4, 1.5, and 1.6 will be communicated to the customer in writing at least six weeks before they take effect. The customer has the right to terminate the contract without notice before the changes take effect. If the customer does not terminate the contract in writing within six weeks of receiving the notice, the changes will become part of the contract. The notification of changes will include a specific reference to this consequence.
3.1 Webhosting24 provides the services defined in these Terms and Conditions, as well as in the applicable product-specific STC, SLA, service descriptions, and price lists.
3.2 The right to select the personnel assigned to perform the services (including the customer contact persons) and the authority to issue instructions to such personnel rest solely with Webhosting24.
3.3 Unless otherwise specified in the applicable product-specific service description, Webhosting24 is free to choose the tools and resources necessary to provide the contracted services.
3.4 Webhosting24 may provide partial services, provided they are independently usable.
3.5 Deadlines and schedules are binding only if Webhosting24 has explicitly confirmed them in writing and the customer has fulfilled all agreed-upon cooperation obligations in a timely manner.
The customer is obligated to provide the following cooperation services, among others:
4.1 The customer shall grant Webhosting24 access to their premises to the extent necessary for the provision of the contracted services. The customer shall also provide the personnel employed by Webhosting24, whose presence is required at the customer’s sites to fulfill contractual obligations, with the necessary premises and work resources.
4.2 The customer shall appoint a contact person who is authorized to make decisions necessary for the performance of the agreed services.
4.3 The customer shall provide Webhosting24 with all necessary information required for the provision of the agreed services upon request without delay. Additionally, the customer shall, without being asked, provide information that they know or should reasonably know is essential for the service provision. This particularly applies to changes made to the customer’s technical infrastructure that may affect the services.
4.4 If the customer receives passwords from Webhosting24 for accessing servers or other resources, they are required to keep these confidential and only share them with a limited number of authorized persons. The customer shall immediately change any default passwords provided by Webhosting24 after receipt and continue to change them periodically. If the customer becomes aware that unauthorized third parties may have gained access to the passwords, they must inform Webhosting24 without delay.
4.5 Unless otherwise expressly agreed that data backups are to be performed by Webhosting24, the customer is responsible for ensuring that their data is backed up regularly and according to risk levels, at least once per week, to facilitate data recovery in the event of loss. Even if Webhosting24 is contractually responsible for data backups, the customer remains responsible for compliance with legal archival obligations, such as those under commercial or tax law. The customer must independently and regularly create appropriate backups of their data hosted with Webhosting24.
4.6 The customer shall promptly inform Webhosting24 of any circumstances that could potentially impair the operation of Webhosting24’s data centers or other facilities or those of other customers.
4.7 If the customer instructs Webhosting24 to store log files or generate usage reports (e.g., Usage Reports) or to store and provide data that may reveal user behavior, the customer must ensure that no employee rights are violated and that any required participation rights are respected. Reference is made to Section 87 (1), item 6 of the German Works Constitution Act (Betriebsverfassungsgesetz).
4.8 The customer must notify Webhosting24 immediately in writing of any changes to their legal form, address, phone number, bank account details, or significant financial circumstances (e.g., application for insolvency proceedings or insolvency). Costs incurred due to a delay in providing such information are to be reimbursed to Webhosting24.
4.9 Additional cooperation obligations may arise from the STC, SLA, and service descriptions.
4.10 The customer shall perform their cooperation duties free of charge for Webhosting24.
4.11 Cooperation obligations are essential contractual duties of the customer.
5.1 If it has been agreed that the customer will provide infrastructure, hardware, and/or software required for service delivery, these resources must be supplied punctually, free of charge to Webhosting24, and in a condition that meets the contractual requirements. The customer guarantees that they are authorized to provide these resources for the intended purpose of the contract.
5.2 The customer is responsible for ensuring that all locations where Webhosting24’s technical equipment is to be installed have adequate space, sufficient electricity, proper climate control, and a secure working environment, as well as protection against fire, theft, and vandalism.
5.3 The customer shall provide Webhosting24 with the necessary technical facilities for operation and maintenance, such as suitable conduits, electricity, and grounding, free of charge and in a timely manner. The customer is also responsible for obtaining any required permits for these facilities.
5.4 The customer shall supply all software licenses required for the proper provision of the contracted services unless otherwise agreed.
5.5 If necessary, the customer is responsible for obtaining the software provider’s approval for the provision of software. Otherwise, Clauses 16.3 and 16.4 apply.
5.6 Clause 4.11 applies accordingly.
6.1 The customer is not permitted to provide the contracted services to third parties without prior written consent from Webhosting24.
6.2 The customer may not resell goods purchased from Webhosting24 (as specified in Clause 10) to third parties without prior written consent from Webhosting24. Webhosting24 will not withhold consent if the customer has fully paid the purchase price and the respective manufacturer or distributor agrees to the transfer of goods to the third party.
7.1 The customer is obligated to pay the fees specified in the product-specific price list valid at the time the contract is concluded unless otherwise explicitly agreed. The agreed fees are exclusive of applicable statutory value-added tax (VAT).
7.2 One-time, monthly, and usage-based fees are calculated from the time of service provision (as specified in the applicable STC) or at the latest from the first use of the agreed services, including partial services.
7.3 Usage-based fees are calculated based on the consumption values measured by Webhosting24 and invoiced monthly in arrears unless a flat-rate fee has been agreed.
7.4 The invoice amount is due for payment ten (10) days after the invoice is received.
7.5 One-time fees are invoiced with the first monthly invoice.
7.6 Webhosting24 is entitled to charge recurring, non-usage-based fees monthly in advance.
7.7 If the customer has agreed to a direct debit arrangement, the fees invoiced for services will be collected by Webhosting24 via SEPA direct debit at the earliest ten (10) days after the invoice is received. The customer is responsible for ensuring sufficient funds in the designated account.
7.8 The customer shall bear a minimum fee of 5 euros for any bank chargebacks resulting from insufficient funds or other reasons within the customer’s responsibility. Webhosting24 may claim higher costs, while the customer may provide evidence of lower costs.
7.9 If the customer revokes their consent to direct debit, Webhosting24 may charge a reasonable processing fee for the administrative handling of payments.
7.10 All fees are payable in full without deductions for any withholding taxes or other levies imposed by foreign tax authorities or other entities („withholding taxes“). If withholding taxes apply, the customer is still obligated to pay the full agreed fee to Webhosting24. Webhosting24 will provide reasonable assistance for the customer’s tax refund claims, with the customer covering any related costs.
8.1 Unless otherwise specified, particularly in the customer’s offer, the contract has a minimum term of twelve (12) months. If the contract is not terminated with three (3) months‘ notice before the end of the minimum term, it will automatically renew for another twelve (12) months. The contract will continue to renew in twelve-month intervals unless terminated with the same three-month notice period before the end of the respective term. Specific provisions regarding the start of the minimum term can be found in the applicable STC.
8.2 The right of both parties to terminate the contract for good cause without notice remains unaffected.
8.3 A good cause for extraordinary termination by Webhosting24, after setting and allowing a reasonable grace period to remedy the situation, exists particularly if:
8.4 Webhosting24 may terminate the contract without setting a grace period if:
8.5 Terminations must be made in writing.
8.6 If the contract is terminated prematurely due to a breach of contract by the customer, the customer is obligated to pay 50% of the fees that would have been due until the earliest date when an ordinary termination could have taken effect. The total amount becomes due upon the effective date of termination. Both parties retain the right to provide evidence that a lower or higher amount of damage has been incurred due to the early termination.
9.1 Webhosting24 will remedy disruptions, provided they fall within its responsibility, according to the provisions in the applicable product-specific service description and any agreed SLA. If no SLA applies and the service description does not specify provisions for a disruption, the issue will be resolved within a reasonable timeframe.
9.2 The customer is required to promptly report any noticeable defects or disruptions to Webhosting24 and provide reasonable support during the troubleshooting process.
9.3 All maintenance and repair work on technical equipment provided to the customer as part of the contractual relationship may only be performed by Webhosting24 or third parties authorized by Webhosting24.
9.4 If an investigation of a reported disruption reveals that no technical fault lies within Webhosting24’s responsibility, the customer must reimburse Webhosting24 for the costs incurred during the investigation if the customer could have reasonably detected that the disruption was not caused by Webhosting24.
9.5 If software provided by Webhosting24 is discontinued or no longer supported by the manufacturer or distributor (End of Maintenance, End of Mainstream Support), Webhosting24 will inform the customer of the date on which support will end. The customer may then commission Webhosting24 to perform a paid upgrade or release change. If the customer does not accept the upgrade offer:
– Service Level agreements (SLA) will still apply, but any failure or disruption related to the discontinued software will no longer be considered when calculating SLA compliance after the notified date. Webhosting24 is only obligated to restore services within its operational capabilities.
– Webhosting24 will inform the customer that no further measures, including security updates, will be provided by the manufacturer. The customer assumes responsibility for any resulting security and compatibility risks.
9.6 Webhosting24 cannot guarantee that its security solutions (e.g., virus protection, firewalls, spam filters) will provide complete protection of the customer’s infrastructure. While Webhosting24 uses well-known, regularly updated tools, new attack methods may reach the customer’s network before security updates are available. Therefore, Webhosting24 cannot be held responsible for providing absolute security.
9.7 Webhosting24 may suspend services or disable the transmission of content provided by the customer or users under the following circumstances:
If the parties agree on services subject to sales law, particularly the sale of hardware or software („goods“), the following provisions apply. In the case of software sales, Clauses 16.1, 16.2, and 16.4 also apply, with the provision that Clause 16.1 grants usage rights for an unlimited period.
10.1 Until full payment of the agreed purchase price, Webhosting24 retains ownership of the goods. In the event of third-party claims, especially seizures, the customer shall point out Webhosting24’s ownership and notify Webhosting24 immediately so that ownership rights can be enforced. If the third party is unable to reimburse Webhosting24 for any legal or extrajudicial costs, the customer is liable for these costs. In the case of software sales, Webhosting24 also retains the usage rights granted under Clause 16.1 until full payment of the purchase price. Until payment is made, usage rights are provisional and may be revoked by Webhosting24 at any time.
10.2 If the hardware is defective at the time of risk transfer, Webhosting24 may fulfill the customer’s claim for subsequent performance by either repairing the hardware (remedy of defects) or delivering replacement hardware. The customer must grant Webhosting24 the necessary time and opportunity to carry out the subsequent performance. In the case of a replacement delivery, the customer must ensure that the defective hardware is returned to Webhosting24. If ownership of the defective hardware has already transferred to the customer, ownership will revert to Webhosting24 upon return. Once the replacement hardware is handed over, Webhosting24 transfers ownership of the replacement hardware to the customer, provided the purchase price has been fully paid. If the purchase price has not been fully paid, ownership is transferred under retention of title, and Clause 10.1 applies accordingly.
10.3 If software is defective at the time of risk transfer, Webhosting24 may fulfill the customer’s claim for subsequent performance by either remedying the defect or providing new, defect-free software. Defect remediation for software may also include providing the customer with reasonable instructions to avoid the effects of the defect (workaround). The customer must grant Webhosting24 the necessary time and opportunity to carry out the subsequent performance.
10.4 Claims for defects do not apply to insignificant defects.
10.5 Claims for defects expire twelve (12) months after the transfer of risk. The customer’s claims under Clause 12 and, for software, Clause 16 remain unaffected.
10.6 Unless otherwise specified above, the customer’s claims for defects are governed by statutory provisions.
If the parties agree on services subject to the provisions of German contract law for works and services („Werkvertragsrecht“), the following provisions apply:
11.1 Webhosting24 is responsible for achieving a specific outcome only if:
11.2 Webhosting24 is obligated to notify the customer of its readiness for acceptance, at least in text form. Unless otherwise agreed, the customer shall begin the acceptance process within five (5) business days of receiving this notification and conduct the acceptance jointly with Webhosting24. The services will be considered accepted if the customer uses the services as intended or fails to notify Webhosting24 in writing of any defects classified as Class 1 within four (4) weeks of the notification of readiness for acceptance.
Defect Classifications:
11.3 The final classification of defects into one of the above categories will be determined by mutual agreement between the parties. Section 640 (1), Sentence 2 of the German Civil Code (BGB) remains unaffected.
11.4 The customer must notify Webhosting24 of any defects in writing. If the services were defective at the time of risk transfer, Webhosting24 may either remedy the defects or create a new work („subsequent performance“). Providing a reasonable workaround for the defect is considered sufficient subsequent performance. If Webhosting24 fails to successfully perform subsequent performance twice within a reasonable period set by the customer in writing, the customer may assert their statutory rights, excluding the right of self-performance under Section 637 BGB. Minor defects do not entitle the customer to terminate the contract; however, the customer’s right to a price reduction remains unaffected.
11.5 Deviations from the provisions regarding work services or acceptance may arise from special terms and conditions. The hierarchy of legal foundations specified in Clause 1.2 does not apply in such cases.
If and insofar as Webhosting24 does not provide publicly accessible telecommunications services under the German Telecommunications Act (see Clause 13), Webhosting24’s liability is governed by the following provisions:
12.1 Webhosting24 has unlimited liability in cases of:
Express and written acceptance of a guarantee or procurement risk,
Intentional or grossly negligent damage to property or financial losses, and
Intentional or negligent injury to life, body, or health.
12.2 Liability under the Product Liability Act remains unaffected.
12.3 In the event of slightly negligent breaches of duty, Webhosting24 is liable only for breaches of essential contractual obligations, i.e., obligations whose fulfillment is a prerequisite for proper contract execution, whose breach jeopardizes the contract’s purpose, and on whose fulfillment the customer regularly relies (so-called cardinal obligations, e.g., non-compliance with availability obligations specified in the SLA). In such cases, Webhosting24’s liability is limited to foreseeable, contract-typical damages at the time of contract conclusion.
12.4 For liability under Clause 12.3, Webhosting24’s liability is further limited to a maximum amount of 15,000 euros per damage incident. In a single contractual year, the liability for multiple incidents is capped at 30,000 euros.
12.5 If data backups are not an expressly contracted service of Webhosting24, liability for data loss or corruption, including recovery, is limited to cases where such loss could not have been avoided through proper preventive measures by the customer, such as regular data backups.
12.6 Strict liability for defects existing at the time of contract conclusion (§ 536a BGB) is excluded. The liability provisions in Clauses 12.1 to 12.5 remain unaffected.
12.7 To the extent that liability is effectively excluded or limited under the preceding provisions, this also applies to the personal liability of Webhosting24’s employees, staff, representatives, and agents.
If and insofar as Webhosting24 provides publicly accessible telecommunications services under the German Telecommunications Act (TKG), Webhosting24’s liability for financial losses due to negligent or grossly negligent breaches of duty is limited as follows:
Liability is capped at a maximum of 12,500 euros per customer per incident, regardless of the type of damage.
The total liability for all claims arising from the same incident is limited to 10 million euros.
If the total claims of multiple customers exceed the 10 million euro limit, the compensation amounts will be proportionally reduced. This liability limitation does not apply to claims for damages resulting from delayed payment of compensation.
Claims by the customer are subject to a limitation period of twelve (12) months from the date the customer becomes aware of the claim, but no later than thirty-six (36) months after the service was provided or the breach occurred. Statutory limitation periods for claims resulting from intentional or grossly negligent actions, injury to life, body, or health, fraud, and under the Product Liability Act remain unaffected.
15.1 Neither party shall be held liable for delays or disruptions in service caused by events of force majeure.
15.2 Events of force majeure include, but are not limited to, strikes, lawful internal labor disputes, war, terrorist attacks, civil unrest, natural disasters, fire, sabotage attacks by third parties (e.g., denial-of-service attacks), or the loss of required permits without fault. The parties agree to promptly inform each other about the occurrence of such events.
16.1 If Webhosting24 provides software under these Terms and Conditions, the customer is granted a usage right for the agreed contract period, in accordance with the licensing terms of the respective manufacturer or distributor.
16.2 Any indemnification obligations of Webhosting24 towards the customer are subject to the licensing terms of the manufacturer or distributor. If a third party asserts claims against the customer for alleged infringement of intellectual property rights related to the software provided by Webhosting24, Webhosting24 or the respective manufacturer/distributor will handle the defense, negotiations, and any related legal proceedings. The customer may not acknowledge such claims without written permission from Webhosting24 and must support Webhosting24 or the manufacturer/distributor in defending such claims.
16.3 If the customer provides software, they grant Webhosting24 all rights necessary to fulfill the contract. If a third party asserts claims against Webhosting24 regarding the customer’s software, the customer must indemnify Webhosting24 against such claims, unless Webhosting24 is at fault. Webhosting24 may not enter into settlements without the customer’s consent, except if the customer refuses to fulfill their indemnification obligations. The customer’s indemnification obligation includes all costs, expenses, and damages arising from such claims.
16.4 Both parties shall promptly notify each other in writing of any claims made by third parties regarding the infringement of intellectual property rights.
Employees of Webhosting24 who have worked for the customer under the contract may not be actively solicited by the customer for a period of six (6) months after the completion of their activities, unless Webhosting24 provides prior consent. The six-month period begins either upon the actual completion of the employee’s work (i.e., after full contract execution) or upon the termination of the contract, whichever occurs later.
18.1 The customer is not permitted to assign claims against Webhosting24 to third parties. Section 354a of the German Commercial Code (HGB) remains unaffected.
18.2 The customer may only offset claims or withhold payments due to defects if they have legitimate claims for payment related to actual material or legal defects. For other defect claims, the customer may withhold payments only to a proportionate extent based on the defect. Clause 10.4 applies accordingly. The right of retention does not apply if the defect claims are time-barred. Otherwise, the customer may only offset undisputed or legally established claims or exercise a right of retention based on such claims.
19.1 Webhosting24 may make the acceptance of the customer’s offer conditional upon the provision of a security deposit.
19.2 If the customer has not provided a security deposit under Clause 19.1 or if the provided deposit falls below the amount specified in Clause 19.3, Webhosting24 may, after the contract has begun, request a security deposit from the customer if the customer is in payment arrears for more than 14 days. If the customer does not provide the security deposit within 14 days of receiving the request, Webhosting24 is entitled to terminate the contract for cause, in accordance with Clauses 8.2 and 8.3.
19.3 The security deposit, regardless of other statutory or contractual rights, must be provided at the request of Webhosting24 either in cash or through an irrevocable, unconditional bank guarantee from a German bank. The deposit amount is calculated based on the total invoice amounts for the last four (4) months before the default occurred. The bank must waive the right to invoke defenses under Sections 768, 770 (1), and 771 of the German Civil Code (BGB).
19.4 If the contract volume increases, Webhosting24 has the right to request an adjustment to the security deposit amount.
19.5 The security deposit will be returned upon contract termination, provided no claims remain against the customer. In case of payment default, Webhosting24 may use the security deposit to settle outstanding claims. The customer must then replenish the security deposit to its original amount within two (2) weeks.
20.1 All claims arising from the contractual relationship between the customer and Webhosting24 are governed exclusively by German law. The United Nations Convention on Contracts for the International Sale of Goods (CISG) is excluded.
20.2 The place of jurisdiction is Munich, Germany.
20.3 Amendments and additions to these Terms and Conditions, the STC, service descriptions, SLAs, and price lists must be made in writing. This also applies to any changes to the requirement for written form.
20.4 The customer grants Webhosting24 the right to use the customer’s name, company logo (if applicable), and a brief description of the project as a reference in corporate brochures and on Webhosting24’s websites.
Webhosting24 GmbH, Korbinianplatz 17, 80807 Munich, Germany
VAT ID: DE 249297330 – Managing Director: Thomas Moroder (Markus Kasslatter has not been managing director since 17th June, 2022)
Registered at the Munich District Court, Commercial Register No. HRB 162046.
Phone: +49 (0)89 21556988 Fax: +49 (0)89 54804913 – support@webhosting24.de – www.webhosting24.de
Original German Version as PDF | Original German Version (AGB)