Legal · As of 8 May 2026
of arades GmbH for IT services, SaaS services, Microsoft Cloud Solution Provider reselling, and custom software development. Applicable to both B2B and B2C business.
Note: These Terms are a template and do not replace legal advice. Before productive use — particularly in consumer business — a review by a lawyer specialized in IT law and consumer protection law should be carried out. In B2C business, mandatory consumer protection provisions, information obligations pursuant to Art. 246 et seq. EGBGB (Introductory Act to the German Civil Code) and § 312i BGB (German Civil Code; obligations in electronic business transactions), and in particular the requirements for the right of withdrawal instructions, must be observed with particular care. This English translation is provided for convenience; the legally binding version is the German AGB.
arades GmbH, Lilistraße 6, 63067 Offenbach am Main (hereinafter "Provider" or "arades") provides IT services to its customers, particularly in the area of Microsoft Dynamics 365, Microsoft Power Platform, Microsoft 365, and custom software development. In addition, arades distributes its own software in the SaaS model and resells Microsoft subscriptions and licenses as a Microsoft Cloud Solution Provider (CSP, Reseller).
These General Terms and Conditions (hereinafter "Terms") govern the contractual relationships between arades and its customers. They apply both to entrepreneurs (B2B) and — insofar as applicable in individual cases — to consumers (B2C). Consumer-specific provisions are specifically identified in the relevant sections.
(1) These Terms apply to all contracts between arades and the customer regarding the provision of IT services, the provision of SaaS solutions, the reselling or brokering of Microsoft licenses, and the creation of custom software solutions.
(2) For the purposes of these Terms:
(3) These Terms apply exclusively. Toward entrepreneurs, conflicting, deviating, or supplementary general terms and conditions of the customer shall not become part of the contract unless arades expressly consents to their validity in writing. These Terms shall also apply exclusively toward entrepreneurs if arades performs services without reservation in the knowledge of conflicting or deviating terms of the customer.
(4) Offers from arades are non-binding unless expressly marked as binding. A contract is concluded by order confirmation from arades in text form or by commencement of the provision of services.
(5) Individual contractual agreements in the specific contract (e.g., framework agreement, order confirmation, service description, statement of work) take precedence over these Terms.
(6) The contract language is German. The contract text is not stored by arades after the conclusion of the contract and is no longer accessible via the website after the conclusion of the contract. Consumers can print out the contract text and these Terms or save them electronically.
(1) arades provides services for the customer in the following business areas:
(2) Depending on the agreement, services may be provided as a service contract (on a time and materials basis) or as a work contract (with defined results against a fixed price). The specific scope and type of services arise from the respective individual contract, the associated service description or statement of work, or the order confirmation. To the extent that special provisions are made for a service area in §§ 9 et seq. of these Terms, these prevail over the general provisions.
(3) arades is entitled to use qualified subcontractors and vicarious agents for the provision of services. Responsibility toward the customer remains unaffected by this.
(1) The customer shall provide arades with all information, documents, accesses, and acts of cooperation required for the provision of services in a timely manner and free of charge. This includes in particular:
(2) If the customer does not provide their duties to cooperate, or does not provide them in a timely manner or in the required form, agreed deadlines shall be extended appropriately. arades is entitled to charge for any additional effort thereby incurred at the agreed hourly rates or, failing that, at the standard rates in force from time to time.
(3) The customer is obliged to make current, complete, and recoverable data backups before work on production systems begins. arades is not liable for data losses attributable to inadequate data backup by the customer.
(1) The amount of compensation results from the individual contract. Unless otherwise agreed, services are compensated based on actual effort using the agreed hourly or daily rates (Time & Materials). Work contract services are provided at a fixed price specified in the individual contract. Travel, accommodation, and expense charges shall be reimbursed based on actual effort, unless a flat-rate agreement has been made.
(2) All prices toward entrepreneurs are in Euro plus the applicable statutory VAT. Toward consumers, prices are final prices including statutory VAT.
(3) Effort is billed monthly. For this purpose, arades provides the customer with a comprehensible statement of the services rendered. In the case of work contracts, partial payments may be invoiced in accordance with the agreed payment plan.
(4) Invoices are due for payment without deduction within 14 days of the invoice date. The receipt of the payment amount in the account of arades is decisive for timeliness.
(5) In the event of default of payment by an entrepreneur, arades is entitled to charge default interest at nine percentage points above the base rate (§ 288 para. 2 BGB) and to claim a flat fee of €40 pursuant to § 288 para. 5 BGB. In the event of default of payment by a consumer, the default interest is five percentage points above the base rate (§ 288 para. 1 BGB). The assertion of further damages remains reserved.
(6) Toward entrepreneurs, the customer is only entitled to set off claims that are undisputed or have been legally established. The entrepreneur is only entitled to a right of retention insofar as their counterclaim is based on the same contractual relationship. The statutory rights of set-off and retention of the consumer remain unaffected.
(7) arades is entitled to adjust the agreed compensation rates for continuing obligations once per calendar year with two months' advance notice in text form. Increases exceeding five percent (5%) per year grant the customer a right of special termination effective when the adjustment takes effect.
(1) The parties undertake to treat all confidential information of the other party that becomes known to them in the course of performance of the contract (in particular trade and business secrets, customer data, technical information, concepts) as strictly confidential, to use it only for the purposes of performance of the contract, and not to pass it on to third parties. This obligation continues to apply for a period of five years after termination of the contractual relationship.
(2) The confidentiality obligation does not apply to information that (a) was already known to the receiving party prior to disclosure, (b) is or becomes publicly known without fault of the receiving party, (c) was lawfully made available to the receiving party by third parties without an obligation of confidentiality, or (d) must be disclosed due to legal or official orders.
(3) arades is entitled, with prior written consent, to name the customer as a reference customer on its own website and in marketing materials.
(1) The parties shall comply with the applicable data protection provisions, in particular the General Data Protection Regulation (GDPR) and the German Federal Data Protection Act (BDSG).
(2) To the extent that arades processes personal data on behalf of the customer in the course of the provision of services, the parties shall conclude a data processing agreement (DPA) pursuant to Art. 28 GDPR. The DPA forms part of the respective individual contract.
(3) The controller within the meaning of Art. 4 No. 7 GDPR for the customer's data processed by arades is the customer, unless otherwise agreed in the individual case.
(4) Insofar as the use of subcontractors or cloud services (e.g., Microsoft Azure, Microsoft 365) is required for the provision of services where data processing outside the EU/EEA cannot be excluded, the customer consents to the use of these services on the basis of suitable safeguards pursuant to Art. 44 et seq. GDPR (in particular standard contractual clauses).
(5) Information on the processing of the customer's own personal data (e.g., for contract handling) can be found in the privacy policy of arades.
(1) For work contracts, defect rights are governed by statutory provisions, unless otherwise specified below. For service contracts, arades owes professional activity but not a specific result; statutory defect rights do not apply in that respect.
(2) Toward entrepreneurs, the warranty period for work contract services is one year from acceptance. Toward consumers, the statutory warranty periods apply.
(3) Toward entrepreneurs, the customer must report obvious defects in text form without delay after discovery, at the latest within ten business days after delivery. Hidden defects must be reported without delay after discovery. Otherwise, the assertion of warranty claims is excluded. This obligation to report defects does not apply toward consumers.
(4) As part of subsequent performance, arades is entitled to choose between defect remediation or new production. If subsequent performance fails twice or is unreasonable, the customer may reduce the price or withdraw in accordance with statutory provisions and claim damages pursuant to § 8 of these Terms.
(5) The reversal of the burden of proof pursuant to § 477 BGB applies in favor of consumers; it is excluded toward entrepreneurs to the extent permitted by law.
(1) arades is liable without limitation for damages arising from injury to life, body, or health that are based on a negligent or intentional breach of duty by arades, its legal representatives, or vicarious agents, as well as for damages covered by liability under the Product Liability Act.
(2) In cases of intent and gross negligence, as well as in cases of fraudulently concealed defects and in the case of assumption of a guarantee, arades is liable without limitation.
(3) In case of slightly negligent breach of essential contractual obligations (cardinal duties), liability of arades is limited to the typical, foreseeable damage. Essential contractual obligations are those whose fulfillment makes the proper performance of the contract possible in the first place and on whose compliance the customer may regularly rely.
(4) Otherwise, liability of arades for damages caused by slight negligence is excluded.
(5) Toward entrepreneurs, liability for slightly negligent breach of essential contractual obligations is limited per damage event to the order value of the individual contract concerned, but not more than an amount equal to twelve times the monthly compensation or the average monthly order value over the last twelve months prior to the occurrence of damage. Liability per calendar year is limited in total to three times the annual compensation of the individual contract concerned. Toward consumers, statutory liability remains unlimited; no monetary limitation applies.
(6) For data loss, arades is liable within the scope of the above provisions only up to the amount of the typical recovery effort that would have occurred with proper and regular data backup by the customer.
(7) The above liability limitations also apply for the benefit of the legal representatives, employees, and other vicarious agents of arades.
(1) Insofar as arades provides IT services (advisory, implementation, configuration, support, maintenance, administration) on a service contract basis, the following special provisions apply in addition to the above provisions.
(2) The services are provided as part of a service contract (§§ 611 et seq. BGB). arades owes the professional performance of the agreed activities, but not a specific result.
(3) Agreed dates and deadlines are non-binding unless expressly agreed in writing as binding. Agreed effort estimates are non-binding estimates and do not constitute a fixed price.
(4) Insofar as arades is given access to systems of the customer (e.g., Dynamics 365 tenant, Azure subscription, Microsoft 365 tenant), this is granted exclusively for the purpose of the contractually agreed provision of services. arades shall use the access with due care and shall return or deactivate it without delay upon request of the customer after termination of the activity.
(5) Contractual relationships regarding support or maintenance services with an indefinite term may be terminated by either party in text form with three months' notice to the end of a calendar month, unless otherwise agreed in the individual contract. The right to extraordinary termination for cause remains unaffected.
(6) Service levels (e.g., response and recovery times) apply only insofar as they have been expressly agreed in the individual contract or in a separate Service Level Agreement (SLA).
(1) Insofar as a specific result against a fixed price is agreed in the individual contract (work contract, §§ 631 et seq. BGB), the following special provisions apply.
(2) The owed result, the scope of services, and any milestones, delivery dates, and acceptance criteria shall be specified in the individual contract, in the specifications (Lastenheft/Pflichtenheft), or in the statement of work. The written service description is decisive for the scope of services; oral side agreements do not become part of the contract.
(3) Changes or extensions to the agreed scope of services (change requests) require a separate written agreement. arades shall examine change requests and submit an offer to the customer covering additional effort, additional compensation, and any impact on deadlines. Until agreement on a change request is reached, arades shall continue to perform the services according to the original service description.
(4) Compensation is paid at the fixed price agreed in the individual contract. To the extent that a payment plan with partial payments has been agreed, these become due upon reaching the respective milestones.
(5) After delivery of the work, the customer shall conduct an acceptance test based on the agreed acceptance criteria and shall declare acceptance in text form within 14 calendar days after delivery or shall report specific, reproducible defects in writing. If neither acceptance nor a defect report occurs toward entrepreneurs within this period, or if the customer uses the work productively, the work shall be deemed accepted. Toward consumers, the acceptance fiction requires an explicit request from arades for acceptance with reference to the consequences of silence.
(6) Insignificant defects do not entitle the customer to refuse acceptance. Such defects will be remedied within the scope of the warranty.
(7) Upon acceptance, the obligation to pay compensation in full (less any partial payments already made) becomes due, unless otherwise agreed in the individual contract.
(8) The customer's right to freely terminate the work contract pursuant to § 648 BGB remains unaffected. In this case, arades is entitled to the claims under § 648 BGB.
(1) Insofar as arades provides its own software solutions to the customer for use over the internet in the software-as-a-service model, the following special provisions apply.
(2) arades provides the software designated in the individual contract to the customer for use via remote data connection in its respective current version. arades is entitled to update, further develop, and adapt the software to the state of the art at any time, provided this does not restrict the essential service features.
(3) For the duration of the contract, the customer receives a simple, non-exclusive, non-sublicensable, and non-transferable right to use the software as intended by the number of users agreed in the individual contract. The disclosure of access data to third parties is not permitted.
(4) arades owes an availability of the SaaS service of 99.0% on an annual average, measured at the handover point to the internet of the data center. Planned maintenance windows, outages due to force majeure, and outages for which arades is not responsible (e.g., disruptions of third-party cloud services, in particular Microsoft Azure), are excluded from the availability calculation.
(5) Maintenance work shall be carried out, where possible, outside normal business hours and shall be announced at least 24 hours in advance.
(6) The SaaS compensation is due for payment in advance for the respective agreed billing period (monthly or annually).
(7) The minimum term, renewal, and termination of SaaS contracts are governed by the respective individual contract. Unless otherwise stipulated there, the minimum term is twelve months; the contract is extended by a further twelve months in each case unless terminated in text form with three months' notice to the end of the term. Toward consumers, the mandatory statutory provisions on contract duration and termination of continuing obligations also apply (in particular § 309 No. 9 BGB and § 11 TTDSG, and the provisions of the "Fair Consumer Contracts Act").
(8) The right of use ends upon termination of the contractual relationship. arades shall hold the customer's data ready for export in a common format for a period of 30 days after termination of the contract. After expiry of this period, arades is entitled and, upon request of the customer, obliged to delete the data, insofar as no statutory retention obligations conflict with this.
(1) Insofar as arades resells Microsoft subscriptions, licenses, or cloud services to the customer as a Microsoft Cloud Solution Provider (CSP) in the reseller model, the following provisions additionally apply.
(2) The subject matter of the contract between arades and the customer is the brokering or reselling of Microsoft subscriptions and licenses. The use of the Microsoft products and services is governed exclusively by the terms of Microsoft, in particular the respective valid Microsoft Customer Agreement (MCA), the product terms, and the Online Service Terms (together "Microsoft Terms").
(3) The customer is obliged to accept the Microsoft Customer Agreement before Microsoft subscriptions can be procured via arades. The customer undertakes to comply with the Microsoft Terms throughout the term of the contract.
(4) arades is not the manufacturer of the Microsoft products and does not itself provide any functionalities of the Microsoft products or services. The technical provision, operation, availability, and service level of the Microsoft cloud services are the sole responsibility of Microsoft.
(5) Compensation for Microsoft subscriptions is governed by the respective applicable price list of arades and the agreed billing periods (monthly or annually). arades is entitled to pass on price adjustments that Microsoft makes toward arades to the customer with reasonable advance notice.
(6) The term, renewal, notice periods, and cancellation options for Microsoft subscriptions are governed by the respective Microsoft program terms. In particular: For Microsoft NCE subscriptions ("New Commerce Experience"), cancellation or reduction of subscriptions is only possible within the cancellation period provided by Microsoft (currently seven calendar days after ordering or renewal). After expiry of this period, the subscriptions are binding for the chosen term and can no longer be cancelled.
(7) arades does not assume any warranty or liability for the Microsoft products and services beyond the Microsoft Terms. Any warranty and liability claims of the customer for the Microsoft products and services are governed by the Microsoft Terms.
(8) Insofar as Microsoft discontinues, changes, or replaces subscriptions, functions, or services, arades is not responsible for this. arades shall, where possible, inform the customer of such changes in good time.
(9) The customer agrees that arades may transmit the data required for the provision and billing of Microsoft subscriptions to Microsoft.
(10) CSP services are generally provided to entrepreneurs. Provision to consumers is not envisaged, as the Microsoft Terms for CSP services are oriented toward business use.
(1) Insofar as arades creates custom software solutions for the customer, the following provisions additionally apply. Custom software may, depending on the agreement, be provided as a service on a time and materials basis (see § 9) or as a work contract service with a defined result (see § 10).
(2) The scope of services arises from the respective specifications (Lastenheft/Pflichtenheft), statement of work, or a corresponding service description. Changes and extensions to the scope of services (change requests) require a separate agreement in text form and are compensated based on actual effort.
(3) Upon full payment of the agreed compensation, arades grants the customer a simple, non-exclusive, temporally and territorially unlimited right of use for the work results specifically created for the customer within the scope of this contract for the purposes provided for in the contract. Transfer to third parties or sublicensing requires the prior written consent of arades.
(4) For pre-existing works, standard components, libraries, frameworks, tools, and know-how of arades that are incorporated into the work results ("Background Material"), the customer receives only a simple, non-exclusive right of use within the scope of the use of the overall work. The rights to the Background Material remain with arades.
(5) arades is entitled to use generally applicable program components (e.g., generic modules, libraries, tools) for other customers as well, provided no confidential information or trade secrets of the customer are disclosed thereby.
(6) Insofar as open-source components are incorporated into the work results, the respective license terms of the corresponding open-source components additionally apply. arades shall inform the customer about this.
(1) The following provisions apply exclusively to contracts with consumers (§ 13 BGB) and supplement the above provisions. In the event of conflicts between these consumer-specific provisions and the general provisions of these Terms, the consumer-specific provisions prevail.
(2) Before concluding the contract, arades shall inform the consumer in a clear and comprehensible manner about the essential content of the contract pursuant to Art. 246 et seq. EGBGB, in particular about the subject matter of the service, the total price, the terms of payment, delivery, and performance, and the existence or non-existence of a right of withdrawal.
(3) The consumer can save the contract text and these Terms electronically before concluding the contract or print them out. After concluding the contract, the consumer shall receive the contract text and these Terms in text form (by email or on another durable medium).
(4) Insofar as the contract is a distance contract or a contract concluded outside business premises, the consumer is entitled to a statutory right of withdrawal. The details arise from the following withdrawal instructions.
You have the right to withdraw from this contract within fourteen days without giving any reason.
The withdrawal period is fourteen days from the date of conclusion of the contract.
To exercise your right of withdrawal, you must inform us
arades GmbH, Lilistraße 6, 63067 Offenbach am Main
Phone: +49 (0)69 401 507 260
Email: website@arades.de
of your decision to withdraw from this contract by means of an unequivocal statement (e.g., a letter sent by post or an email). You may use the attached model withdrawal form, but this is not mandatory.
To meet the withdrawal deadline, it is sufficient that you send your communication regarding the exercise of the right of withdrawal before the withdrawal period has expired.
If you withdraw from this contract, we shall reimburse to you all payments received from you, including the costs of delivery (except for the supplementary costs arising if you chose a type of delivery other than the least expensive type of standard delivery offered by us), without undue delay and not later than fourteen days from the day on which we are informed about your decision to withdraw from this contract. We will carry out such reimbursement using the same means of payment as you used for the initial transaction, unless you have expressly agreed otherwise; in any event, you will not incur any fees as a result of such reimbursement.
If you requested that the services begin during the withdrawal period, you shall pay us a reasonable amount corresponding to the proportion of services already provided up to the time you inform us of the exercise of the right of withdrawal in respect of this contract, compared with the full coverage of the contract.
The right of withdrawal expires in the case of a contract for the supply of digital content not on a tangible medium also if the entrepreneur has begun performance of the contract after you have expressly consented to the entrepreneur beginning performance of the contract before the expiry of the withdrawal period and you have confirmed your awareness that by giving your consent you will lose your right of withdrawal upon the commencement of performance of the contract.
In the case of services, the right of withdrawal expires when arades has fully performed the service and only began performance of the service after you gave your express consent to do so and at the same time confirmed your awareness that you will lose your right of withdrawal upon full performance of the contract by arades.
(If you want to withdraw from the contract, please fill out this form and return it.)
To: arades GmbH, Lilistraße 6, 63067 Offenbach am Main, Email: website@arades.de
I/We (*) hereby withdraw from the contract concluded by me/us (*) for the provision of the following service (*):
_______________________________________________________________
Ordered on (*) / received on (*): _____________________________
Name of consumer(s): _________________________________________
Address of consumer(s): ______________________________________
Signature of consumer(s) (only for communication on paper): _____________
Date: ________________________________________________________
(*) Delete as appropriate.
(1) The term of the individual contracts arises from the respective individual contract or the special provisions of these Terms.
(2) The right to extraordinary termination for cause remains unaffected. Cause exists for arades, in particular, if the customer is in default of payment of due compensation by more than 30 days and fails to pay despite a reminder with a reasonable deadline, or if insolvency proceedings are opened over the customer's assets or rejected for lack of assets.
(3) Terminations must be made in text form (email is sufficient).
(1) arades is not liable for delays or non-performance of services based on events of force majeure. Force majeure includes in particular natural disasters, war, terrorist attacks, pandemics, official orders, strikes (including in third-party operations), large-scale failures of public telecommunications or energy infrastructure, and failures of third-party cloud services, provided that these are not attributable to arades.
(2) If a force majeure event lasts longer than 60 days, either party is entitled to terminate the affected individual contract by declaration in text form.
(1) The law of the Federal Republic of Germany applies under exclusion of the UN Convention on Contracts for the International Sale of Goods (CISG). The application of German law toward consumers only applies insofar as the consumer is not deprived of the protection granted by mandatory provisions of the law of the country of their habitual residence.
(2) The exclusive place of jurisdiction for all disputes arising out of or in connection with these Terms and the contracts concluded on their basis is Frankfurt am Main, provided that the customer is a merchant, a legal entity under public law, or a special fund under public law. Toward consumers, the statutory places of jurisdiction apply. arades is also entitled to sue the customer at their general place of jurisdiction.
(3) The place of performance for all services from the contractual relationship is Offenbach am Main.
(4) Changes and additions to these Terms and the individual contracts concluded on their basis require text form. This also applies to the cancellation of the text form requirement itself.
(5) The transfer of rights and obligations from the contractual relationship by the customer to third parties requires the prior written consent of arades.
(6) arades reserves the right to change these Terms with effect for the future. Changes shall be communicated to the customer at least six weeks before the planned effective date in text form. If the customer does not object to the changes within six weeks of receipt of the notification in text form, the changes shall be deemed approved. The customer shall be notified of this consequence separately in the notification. In the event of an objection, arades is entitled to terminate the contractual relationship in text form with one month's notice to the effective date of the change. This provision applies toward consumers only insofar as the changes do not unreasonably disadvantage the consumer; not covered, in particular, are changes affecting the main performance obligations or the agreed compensation. Such changes require explicit consent from the consumer.
(7) Should individual provisions of these Terms be or become wholly or partially invalid or unenforceable, this shall not affect the validity of the remaining provisions. In place of the invalid or unenforceable provision, the valid arrangement shall be deemed agreed that comes economically closest to the purpose pursued with the invalid provision. The same applies to any gaps in the regulation.
(1) The European Commission provides a platform for online dispute resolution (ODR platform) at https://ec.europa.eu/consumers/odr. The email address of arades is: website@arades.de.
(2) arades is neither obliged nor willing to participate in a dispute resolution procedure before a consumer arbitration board pursuant to § 36 VSBG.
arades GmbH
Lilistraße 6
63067 Offenbach am Main
Germany
Phone: +49 (0)69 401 507 260
Email: website@arades.de
Web: https://arades.de
Managing Director: Arash Baniahmad
Registering court: Amtsgericht Offenbach am Main
Commercial register: HRB 48272
VAT identification number: DE 299249296
As of: 8 May 2026 · Related documents: Privacy policy · Data Processing Agreement · Imprint
