General Terms and Conditions for IT Services provided by Graham Miranda UG
These General Terms and Conditions ("Terms") apply to all contracts for IT services, consulting, web development, cloud services, and related offerings provided by Graham Miranda UG (haftungsbeschränkt) ("Provider") to its clients ("Client").
Deviating or conflicting terms of the Client are not recognized unless the Provider expressly agrees to them in writing.
Graham Miranda UG (haftungsbeschränkt)
Hasselfelder Str. 23
38889 Blankenburg (Harz)
Germany
Phone: +49 156-7839-7267
Email: graham@grahammiranda.com
Register: HRB 36794, Amtsgericht Stendal
VAT ID: DE459781189
The specific scope of services is defined in individual service agreements, statements of work, or project proposals issued by the Provider and accepted by the Client. Standard services include:
Where service level agreements (SLAs) are agreed upon, they form part of the contract. In the absence of a specific SLA, the Provider shall perform services with reasonable care and skill consistent with industry standards.
The Client shall:
Fees are specified in individual service agreements. Pricing may be:
Unless otherwise agreed:
If payment is late, the Provider may charge interest at 5 percentage points above the European Central Bank's base rate. The Provider may suspend services if payment is more than 30 days overdue.
Each party retains ownership of its pre-existing intellectual property. The Client retains ownership of its data and business information.
Upon full payment, the Client receives ownership of custom deliverables created specifically for them. Pre-built components, frameworks, and tools remain the Provider's property. The Provider retains the right to use general knowledge and experience gained in providing services.
Third-party software and components remain subject to their respective licenses. The Client agrees to comply with all applicable third-party license terms.
Each party agrees to keep confidential all non-public information received from the other party that is designated as confidential or should reasonably be understood to be confidential. This obligation survives for 3 years after the end of the contract.
This does not apply to information that is publicly available, was already known to the receiving party, or is required to be disclosed by law.
Where the Provider processes personal data on behalf of the Client (as a data processor), the parties shall enter into a Data Processing Agreement (DPA) in accordance with Article 28 GDPR. The Provider's Privacy Policy, available at Privacy Policy, provides further information on data processing.
The Provider warrants that services will be performed with reasonable care and skill. The Provider does not warrant that services will be error-free or uninterrupted. Where services are provided using third-party services (cloud platforms, software), the Provider's warranty is limited to proper selection and configuration.
The Client warrants that it has the legal right to provide access to systems and data provided to the Provider and that such access does not infringe third-party rights.
The Provider's total liability for any claim arising out of or relating to services shall not exceed the fees paid by the Client in the 12 months preceding the claim.
The Provider shall not be liable for indirect, incidental, consequential, special, or punitive damages, including lost profits, lost data, or business interruption.
The limitations in Section 10.1 do not apply to:
Contracts for ongoing services continue until terminated by either party with the notice period specified in the service agreement. In the absence of a specified period, monthly contracts require 30 days' notice; annual contracts require 90 days' notice.
Either party may terminate the contract immediately if the other party materially breaches and fails to remedy within 30 days of written notice.
Upon termination, the Client shall pay all fees for services provided up to the termination date. The Provider shall cooperate with reasonable transition requests and provide data export assistance where feasible.
Neither party is liable for delays or failures caused by circumstances beyond its reasonable control, including natural disasters, war, terrorism, power failures, or third-party service failures. The affected party shall notify the other party promptly and use reasonable efforts to mitigate the impact.
These Terms and any disputes arising from them are governed by German law. The courts of Germany have exclusive jurisdiction, subject to mandatory consumer protection provisions.
If any provision of these Terms is found to be invalid, the remaining provisions remain in effect. The invalid provision shall be replaced with a valid provision that most closely achieves the original intent.
Amendments to these Terms must be in writing and signed by both parties.
For questions about these Terms, please contact:
Graham Miranda UG (haftungsbeschränkt)
Hasselfelder Str. 23
38889 Blankenburg (Harz)
Germany
Email: graham@grahammiranda.com
Last updated: March 18, 2026