Last Updated: March 2026
These General Terms and Conditions (GTC) govern the contractual relationship between Graham Miranda UG (haftungsbeschränkt), Hasselfelder Str. 23, 38889 Blankenburg (Harz), Germany (hereinafter "Provider") and its customers (hereinafter "Customer") for all services provided by the Provider.
These GTC apply to all offers, services, and deliveries of the Provider, unless expressly agreed otherwise in writing. Deviating terms and conditions of the Customer are only effective if the Provider expressly agrees to them in writing.
The subject matter of the contract is the provision of IT services, in particular Managed IT services, cloud services, cybersecurity solutions, IT consulting, web development, and related services (hereinafter "Services").
The contract is concluded when the Customer accepts an offer from the Provider or when the Provider begins providing services at the Customer's request. Offers from the Provider are subject to change until contract conclusion.
The Provider can request the conclusion of contracts in text form (email is sufficient) for services to be provided.
The specific scope of services results from the service description in the respective offer or order confirmation. The Provider performs the ordered services with the care of a prudent businessman.
The Provider is entitled to use qualified third parties (subcontractors) for the execution of orders, subject to the Provider's selection and instruction.
The Provider can provide services both remotely and on-site at the Customer's premises, as specified in the service description.
The Customer shall support the Provider in the execution of the contract to the extent necessary. The Customer is in particular obligated to:
If the Customer fails to fulfill their duty to cooperate, the Provider is released from its obligation to perform for the duration of the default. Claims for damages remain reserved.
The remuneration results from the respective offer or order confirmation. All prices are net prices plus the statutory value-added tax applicable at the time of invoicing.
Unless otherwise agreed, the Provider invoices services provided at the end of each month. Payment is due within 14 days of invoice date without deduction.
In case of default of payment, interest will be charged at a rate of 9 percentage points above the base interest rate. The Provider reserves the right to assert further damages caused by default.
The Provider is liable for damages – for whatever legal reason – only in cases of intent or gross negligence. In case of simple negligence, the Provider is only liable for:
The limitations of liability do not apply in case of fraudulent concealment of a defect or assumption of a guarantee for the quality of goods. Liability under the Product Liability Act remains unaffected.
The Customer must report defects in writing without undue delay, at the latest within 14 days of discovery. Defects not reported within this period are excluded from liability.
Unless otherwise agreed in writing, the Customer receives a non-exclusive, non-transferable right to use the work results created within the scope of the order for the contractually agreed purpose.
The Provider retains ownership of all work results until full payment has been made. The Customer acquires ownership upon full payment.
The Provider grants the Customer the necessary usage rights for third-party software contained in the work results, to the extent that the Provider has the right to grant such rights.
Both parties commit to maintaining secrecy about all confidential information that becomes known in connection with the contractual relationship. Confidential information includes business and trade secrets as well as other information designated as confidential or recognizable as such due to their nature.
This confidentiality obligation remains in effect for a period of three (3) years after the end of the contract.
The Provider processes personal data exclusively within the framework of the statutory provisions, in particular the EU General Data Protection Regulation (GDPR) and the German Federal Data Protection Act (BDSG).
If the Provider processes personal data on behalf of the Customer within the scope of the order, the parties conclude a data processing agreement in accordance with Art. 28 GDPR.
The term of the contract results from the respective offer or order confirmation. If the contract is concluded for an indefinite period, it can be terminated by either party with a notice period of three (3) months to the end of a calendar month.
The right to termination for cause remains unaffected. An important reason exists, in particular, if the other party seriously breaches essential contractual obligations and does not remedy the breach despite a warning with a reasonable deadline.
The law of the Federal Republic of Germany applies, excluding the UN Convention on Contracts for the International Sale of Goods.
If the Customer is a merchant, a legal entity under public law, or a special fund under public law, the place of jurisdiction for all disputes arising from the contractual relationship is the Provider's registered office.
Should individual provisions of these GTC be or become ineffective, this shall not affect the effectiveness of the remaining provisions. The contracting parties commit to agreeing on a provision that comes closest to the economic purpose of the ineffective provision.
Graham Miranda UG (haftungsbeschränkt)
Hasselfelder Str. 23
38889 Blankenburg (Harz), Germany
Phone: +49 156-7839-7267
Email: graham@grahammiranda.com