Effective Date: 24 Jan 2025
Company: Thrypes GmbH
Address: Gontardstraße 11, 10178 Berlin, Germany
Website: Thrypes
These Terms of Use ("Terms") govern all interactions between Thrypes GmbH, a company duly registered and operating under the laws of the Federal Republic of Germany, and any client or entity engaging with our services. These Terms establish a legally binding agreement between Thrypes GmbH ("Thrypes", "we", "us", or "our") and the client ("Client", "Customer", "you"), whether the engagement is initiated via direct contract, through our website, or any other formal communication channels.
These Terms apply regardless of the method or medium of service delivery, whether the services are rendered on-site, remotely, on-demand, or via long-term retainer engagements.
The scope of these Terms includes, but is not limited to, the following categories of professional services:
Custom Software Development
Design, architecture, coding, testing, and deployment of tailored web, mobile, or enterprise applications based on the client's specific business requirements.
Cloud Infrastructure Consulting & Implementation
Assessment, design, deployment, and optimization of cloud-based systems including AWS, Google Cloud, Azure, or hybrid solutions, aligned with industry best practices and cost-efficiency.
Infrastructure-as-Code (IaC) Deployment
Automation and version-controlled management of infrastructure resources using tools like Terraform, Ansible, or AWS CloudFormation, including secure CI/CD integration and environment reproducibility.
Online Presence Starter Package for Small Businesses
Affordable turnkey digital solutions for small businesses (e.g., salons, legal offices, healthcare practices) including responsive websites, search engine visibility, Google Business profiles, and basic content creation.
Remote Engineering Team Extension
Provision of skilled software engineers, DevOps professionals, and cloud consultants to augment client teams for defined periods, with flexible ramp-up and ramp-down capabilities.
DevOps-as-a-Service
Setup and ongoing management of CI/CD pipelines, observability tooling, infrastructure scaling, automated deployments, and secure secrets management to ensure agile development practices and operational resilience.
By accessing our website, submitting a service inquiry, entering into a project-specific Service Agreement or Statement of Work (SOW), or by otherwise engaging with Thrypes GmbH in any formal or informal capacity, you expressly acknowledge that you have read, understood, and agreed to be legally bound by these Terms.
These Terms apply in full unless otherwise modified or supplemented by a written agreement signed by both parties. In case of conflict between these Terms and a specific Service Agreement, the latter shall prevail only with respect to the specific engagement it governs.
Thrypes GmbH reserves the right to amend or update these Terms periodically to reflect changes in service offerings, legal requirements, or business practices. Material changes will be communicated in writing or via prominent notice on our website. Continued use of our services after the effective date of such updates constitutes your acceptance of the revised Terms.
The services of Thrypes GmbH are available exclusively to:
Natural persons who are at least 18 years of age, possessing full legal capacity to enter into binding contracts under German civil law (§§ 104 ff. BGB); or
Legal entities and registered businesses, including freelancers, sole proprietorships, partnerships, and corporations, acting through authorized representatives.
Authorized agents or employees of a company, organization, or institution, who possess the legal authority to engage Thrypes GmbH on behalf of such entity.
By entering into an agreement with Thrypes GmbH, the Client warrants that they meet these eligibility requirements and that any information provided in connection with their identity, business status, or authority is accurate and truthful.
To ensure successful delivery and maintain a collaborative working relationship, the Client agrees to the following responsibilities:
Provision of Accurate and Complete Information
The Client shall provide Thrypes GmbH with all relevant project details, requirements, data, materials, and documentation necessary for the timely and efficient execution of services.
Any delays, rework, or additional costs resulting from incomplete, inaccurate, or misleading information shall be the Client's responsibility.
Active and Reasonable Cooperation
The Client commits to making decisions in a timely manner, responding to queries and feedback requests promptly, and appointing a single point of contact or project owner (where applicable).
In case of collaborative technical projects (e.g., integrations, deployment), the Client shall grant reasonable access to their IT infrastructure, development environments, or third-party tools as needed.
Timely Review and Approval
Where milestones or deliverables require formal approval, the Client agrees to review, test, and provide feedback within agreed-upon timelines.
If feedback is not provided within the timeframe specified, Thrypes GmbH may consider the deliverables approved and continue to the next stage.
Legal and Regulatory Compliance
The Client is solely responsible for ensuring that their use of the delivered software, digital services, or infrastructure complies with applicable laws, including:
The General Data Protection Regulation (GDPR/DSGVO)
The German Telemedia Act (TMG)
The Federal Data Protection Act (BDSG),
Sector-specific regulations (e.g., healthcare, finance, legal).
If the project involves the processing of personal data, the Client must ensure a lawful basis for such processing and, where applicable, conclude a Data Processing Agreement (DPA) with Thrypes GmbH.
Use of Deliverables
The Client agrees to use the services and deliverables provided by Thrypes GmbH only for lawful and legitimate purposes.
The Client shall not use any tools, websites, or codebases delivered under this agreement for fraudulent, defamatory, infringing, or otherwise unlawful activities.
While these Terms of Use provide the general legal framework for all services provided by Thrypes GmbH, each individual engagement with a client will be further governed by a separate written agreement in the form of a Service Agreement, Statement of Work (SOW), Proposal, or Project Quotation (collectively referred to as "Service Agreement").
Each Service Agreement shall be tailored to the specific project or service engagement, and is intended to supplement, clarify, or modify the general provisions contained in these Terms for that particular engagement. In the event of any conflict between a Service Agreement and these Terms, the provisions of the Service Agreement shall prevail, but only for the scope and duration of that specific engagement.
Each Service Agreement issued by Thrypes GmbH shall include, at a minimum, the following elements:
Scope of Work
A clear and detailed description of the tasks, responsibilities, and service categories to be undertaken by Thrypes GmbH.
This may include phases (e.g., planning, development, deployment, testing, maintenance), dependencies, and technical requirements.
Deliverables
A list of specific, measurable outputs to be produced during the engagement (e.g., working software modules, infrastructure setup, documentation, reports).
Each deliverable will be defined by its characteristics, acceptance criteria, and form of delivery (e.g., code repositories, zip files, PDF reports, live demo).
Timeline and Milestones
A project timeline outlining estimated start and end dates, major milestones, review points, and deadlines for each stage or deliverable.
Timelines are indicative and may be adjusted by mutual agreement, particularly where delays arise due to factors outside Thrypes GmbH's control (e.g., delayed feedback, scope changes).
Payment Terms
The total project cost or fee structure (fixed fee, hourly/daily rate, retainer, or recurring billing).
Payment milestones, due dates, invoicing procedures, accepted payment methods, and any penalties or interest for late payment (in accordance with § 286 BGB and § 288 BGB).
VAT applicability and invoice issuance in accordance with German commercial law.
Confidentiality Provisions
Mutual or unilateral confidentiality clauses outlining how sensitive business, technical, or personal information will be handled during and after the engagement.
Duration of confidentiality obligations, exclusions, and data protection practices (aligned with GDPR and the Bundesdatenschutzgesetz – BDSG).
Intellectual Property (IP) Rights Allocation
Clarification of ownership rights in all deliverables, source code, documentation, and inventions created during the engagement.
Typically, Thrypes GmbH retains ownership of pre-existing tools, templates, and libraries.
The client may receive full or limited rights to custom-built solutions, depending on the agreement (e.g., work-for-hire, licensing, joint IP).
Optional clauses covering open-source usage, third-party software, and future use rights.
Each Service Agreement forms an integral part of the contractual relationship between the Client and Thrypes GmbH and is subject to these Terms of Use. By signing or electronically accepting a Service Agreement, the Client acknowledges their binding legal obligation to comply with the specific terms therein, as well as these overarching Terms.
The Client may not transfer or assign rights or obligations under any Service Agreement without the prior written consent of Thrypes GmbH.
All services provided by Thrypes GmbH are subject to fees as specified in the Service Agreement, Statement of Work (SOW), or relevant Service Package Description. Prices are calculated based on the complexity, duration, and scope of the requested service. These may be structured as:
Fixed-price agreements (typically for well-defined, one-off projects)
Time-and-materials billing (based on hourly or daily rates)
Retainer contracts (recurring monthly fees for ongoing services)
Packaged offerings (e.g., standardized services for small businesses)
All stated prices are net amounts and will be subject to applicable statutory Value-Added Tax (VAT) in accordance with German tax regulations, unless expressly stated otherwise.
Unless otherwise specified in the Service Agreement, all invoices issued by Thrypes GmbH are payable in full within fourteen (14) calendar days from the date of invoice issuance. Payment shall be made to the bank account or payment method indicated on the invoice.
Payments must be made in euros (EUR) unless agreed otherwise in writing. Any bank transfer or currency conversion fees shall be borne by the Client.
For certain service packages and one-time projects, especially those involving pre-defined deliverables (e.g., the Online Presence Starter Package), the following standard payment schedule applies:
50% upfront upon acceptance of the proposal or Service Agreement and prior to commencement of work
50% balance payable upon delivery or completion of the final agreed-upon deliverables
Alternative milestone-based payment structures may apply for longer-term or multi-phase projects and will be clearly defined in the applicable Service Agreement.
In the event that payment is not received by the due date, Thrypes GmbH reserves the right to charge statutory default interest in accordance with § 288 of the German Civil Code (BGB):
For business clients: 9 percentage points above the base interest rate of the Deutsche Bundesbank
A one-time reminder fee of €40 may also apply (pursuant to § 288 Abs. 5 BGB)
Thrypes GmbH also reserves the right to:
Suspend ongoing services or project work until full payment is received;
Withhold delivery of final deliverables (e.g., software, credentials, infrastructure documentation);
Terminate the Service Agreement for material breach if payment remains outstanding after reasonable notice.
If the Client disputes any part of an invoice, the Client must notify Thrypes GmbH in writing within 7 days of the invoice date, clearly identifying the disputed item(s) and the reason. All undisputed charges must still be paid on time. Both parties shall work in good faith to resolve any disputes promptly.
Fees paid for completed phases of work or digital deliverables are non-refundable, except where otherwise mandated by applicable consumer protection laws. In the event of early cancellation of a project by the Client, Thrypes GmbH shall be entitled to compensation for work already performed, including any preparatory effort and third-party costs incurred.
Thrypes GmbH retains all rights, title, and interest—both now and in the future—to any and all:
Pre-existing intellectual property, including but not limited to proprietary code libraries, APIs, templates, scripts, configuration files, design systems, development frameworks, cloud automation modules, DevOps playbooks, and AI/ML model components developed independently of a specific client engagement.
Tools and platforms created or licensed by Thrypes GmbH prior to, or during, an engagement but not developed specifically and exclusively for the Client.
These assets (collectively referred to as "Background IP") remain the sole and exclusive property of Thrypes GmbH and may be reused, enhanced, and redeployed across other client projects, subject to any license or confidentiality obligations.
The Client is granted a non-exclusive, non-transferable license to use the Background IP as embedded within or required to operate the custom deliverables, for the intended use defined in the Service Agreement.
Unless otherwise agreed in writing, and subject to full and final payment of all outstanding fees, the Client shall receive full rights to all custom deliverables specifically created for the Client during the engagement. This includes:
Custom source code and documentation
User interface designs and branding materials
Infrastructure configurations (e.g. Terraform, Ansible scripts)
Technical architecture diagrams and reports
Website content and assets developed under the Online Presence Starter Package
Any other tangible or digital output uniquely tailored for the Client
This ownership transfer may take the form of:
Exclusive rights(e.g., full intellectual property ownership),
Perpetual usage rights, or
Licensing (limited or broad), as specified in the Service Agreement.
Thrypes GmbH waives any claim to moral rights in custom software where legally permissible but reserves the right to restrict or limit reuse of deliverables in conflict with its Background IP protections.
Where open-source software, third-party APIs, libraries, SDKs, or SaaS platforms are integrated into the project:
The Client agrees to comply with all applicable open-source licenses (e.g., MIT, GPL, Apache) or third-party license terms.
Thrypes GmbH will make reasonable efforts to identify such components in the project documentation or SOW.
Thrypes GmbH is not liable for restrictions, fees, or obligations imposed by such third-party providers.
The Client grants Thrypes GmbH a non-exclusive, royalty-free, worldwide right to reference the engagement in its portfolio, promotional materials, pitch decks, or case studies in anonymized or generalized form, unless otherwise requested in writing by the Client.
This may include:
High-level project summaries
Screenshots (excluding confidential or client-branded data)
Industry sector, service type, and technologies used
Success metrics (where publicly shareable)
Thrypes GmbH will never publish confidential or identifying information (e.g., customer names, internal documentation, or proprietary content) without explicit prior consent.
Each party represents that it owns or has the legal right to use all materials provided to the other. If a third party brings a claim alleging that any deliverable infringes their IP rights, the Client agrees to promptly notify Thrypes GmbH.
Thrypes GmbH shall have the first right to defend such claims and, if necessary, may modify the deliverable or substitute it with a non-infringing equivalent.
Thrypes GmbH is not liable for IP infringement resulting from:
Client-supplied content or instructions
Unauthorized modifications by the Client or third parties
Misuse of the deliverables outside the agreed scope
Thrypes GmbH is committed to protecting the privacy and personal data of its Clients and their end users. We process all personal data in accordance with:
The General Data Protection Regulation (GDPR) (Regulation (EU) 2016/679)
The German Federal Data Protection Act (Bundesdatenschutzgesetz – BDSG)
Applicable EU and national data privacy and cybersecurity regulations
Where applicable, we also observe sector-specific standards (e.g. healthcare or finance) if mandated by a project.
Thrypes only processes personal data that is necessary for:
Performing contractual obligations related to service delivery
Communicating with the Client during project lifecycles
Managing invoicing, legal compliance, and internal operations
Improving internal systems, services, or infrastructure (where permitted)
Fulfilling legal obligations such as documentation and tax compliance
We do not sell, lease, or otherwise disclose Client personal data to unauthorized third parties.
Thrypes ensures that all personnel who may have access to Client data are:
Bound by strict confidentiality obligations, either by contract or statutory requirements
Regularly trained on GDPR principles and secure data handling practices
Limited in access based on the principle of least privilege
Data is stored and transmitted using secure methods (e.g. encrypted channels, role-based access, firewalled storage) and hosted in data centers located within the European Economic Area (EEA), unless otherwise agreed.
Where required by Article 28 of the GDPR, Thrypes will enter into a Data Processing Agreement (DPA) with the Client when:
Thrypes processes personal data on behalf of the Client
The Client acts as a Data Controller and Thrypes as a Data Processor
Such data involves personally identifiable information (PII), sensitive data, or user activity logs
The DPA will outline the nature, purpose, duration, and categories of data processed, along with specific obligations related to technical and organizational security measures (TOMs), data breach notifications, subcontractor management, and data subject rights.
Thrypes may engage subprocessors (e.g., hosting providers, email platforms, deployment services) to fulfill service obligations. All subprocessors are:
Diligently selected and vetted for GDPR compliance
Bound by written agreements that enforce equivalent data protection standards
Listed transparently in the DPA or upon Client request
Clients will be notified in advance of any intended changes to the list of subprocessors that materially affect the processing of their data.
Clients and their end users (where applicable) retain all rights afforded under GDPR, including:
The right to access, rectify, or erase their personal data
The right to restrict or object to processing
The right to data portability
The right to lodge a complaint with a supervisory authority
Thrypes will assist the Client in fulfilling any legitimate data subject requests as required, within reasonable timeframes and contractual boundaries.
Client data will be retained only for as long as is necessary to fulfill contractual, legal, or operational requirements. After project closure, personal data will be:
Securely deleted or anonymized, unless required for legal or tax purposes
Retained in backups only for the duration defined in the DPA or internal policies
Deleted upon Client request, subject to statutory obligations
Additional details on how we collect, use, store, and protect personal data are outlined in our comprehensive Privacy Policy, which forms an integral part of these Terms. Clients are advised to review this policy to understand their rights and obligations in more detail.
Each party (Thrypes and the Client) agrees to treat as confidential all non-public, proprietary, or business-sensitive information (hereafter, "Confidential Information") received from the other party during the course of the engagement. This includes, but is not limited to:
Technical specifications, business processes, or source code
Product roadmaps, strategies, pricing models, or internal documentation
Client data, third-party data, and contractual terms
Confidential Information shall not be disclosed to any third party without the prior written consent of the disclosing party, except:
To employees, agents, or subcontractors who need the information for the purpose of fulfilling obligations and are bound by equivalent confidentiality obligations;
As required by law, regulation, or competent authority, provided that the disclosing party is informed (unless prohibited) and the disclosure is limited to the minimum necessary.
The obligation of confidentiality shall survive the termination or expiry of the contractual relationship for a period of five (5) years, unless:
Longer retention is required by law (e.g. tax, compliance),
Trade secrets are involved, in which case protection remains indefinite under the German Trade Secrets Act (GeschGehG).
Thrypes GmbH warrants that:
All services will be performed using qualified personnel and with reasonable skill, diligence, and care as per applicable industry standards;
Software solutions will conform to the specifications agreed upon in the Service Agreement or Statement of Work (SOW), provided the Client fulfills its cooperation obligations;
Any defects or deviations reported within a reasonable period after delivery will be corrected at no additional cost, provided they are not due to misuse or third-party interference.
Thrypes does not warrant:
That the services will be completely error-free or uninterrupted;
Compatibility with third-party systems unless explicitly agreed;
Outcomes or commercial success derived from the use of its deliverables.
In accordance with Sections §276 and §280 BGB:
Liability for ordinary negligence is limited to direct, foreseeable damages and only where a material contractual obligation (Kardinalpflicht) has been breached;
Thrypes is not liable for indirect, consequential, or financial damages (e.g., lost profits, loss of business, lost savings, or data loss), except where caused by gross negligence or willful misconduct;
Liability for damages resulting from injury to life, body, or health, and liability under mandatory product liability laws, remain unaffected (§309 No. 7 BGB).
Unless otherwise stated in a Service Agreement, Thrypes' total liability per engagement is capped at the total amount paid by the Client under the respective project, subject to mandatory statutory limits.
The Client represents and warrants that:
All content, materials, data, or instructions provided to Thrypes for use in the project are lawful, do not violate applicable regulations (e.g. copyright, GDPR), and are free from malware or harmful code;
It has obtained all necessary rights, licenses, or permissions to use and share such materials with Thrypes;
It will not use the services for any unlawful, unethical, or unauthorized purposes.
The Client shall:
Timely provide all necessary access, feedback, approvals, and resources required for Thrypes to perform the services;
Designate a point of contact or project coordinator;
Avoid causing delays or project scope changes without prior agreement.
The Client agrees to indemnify, defend, and hold harmless Thrypes GmbH, its employees, and subcontractors from and against any and all claims, damages, liabilities, costs, and expenses (including reasonable legal fees) arising from:
The Client's breach of these Terms or applicable law;
The use or publication of any Client-supplied content that infringes the intellectual property or privacy rights of third parties;
Any misuse of the software, platform, or services by the Client or its agents.
This indemnification obligation shall remain in force even after the termination of the service agreement.
All project timelines provided in proposals, Service Agreements, or Statements of Work (SOWs) are estimates based on the information available at the time of planning. While Thrypes GmbH will make all reasonable efforts to adhere to agreed schedules, delays may occur due to:
Client-side dependencies or lack of timely feedback
Changes in scope or requirements
Third-party service outages or provider delays
Force majeure events, including but not limited to natural disasters, political unrest, cyberattacks, or pandemics
Where applicable, updated delivery schedules will be discussed and agreed upon in good faith between both parties.
For infrastructure-related services (e.g. cloud deployment, IaC, DevOps support), specific Service Level Agreements (SLAs) may be defined separately in the Service Agreement. Such SLAs may cover:
System uptime and availability targets (e.g., 99.9%)
Response and resolution time for incidents (e.g., Severity 1-3 categorizations)
Monitoring and alert protocols
Maintenance and update schedules
Where no specific SLA is agreed upon, services will be provided on a best-effort basis in line with professional standards.
Following the completion and delivery of any project or packaged service, Thrypes GmbH provides a standard 30-day post-delivery support window to address:
Minor bugs or implementation issues,
Clarifications regarding system functionality,
Non-billable support on previously delivered features.
This support does not include:
New feature requests
Enhancements or changes in scope
Issues caused by third-party system changes or Client-side misconfiguration.
Extended support may be made available through a separate Support & Maintenance Agreement, tailored to the Client’s operational needs (e.g. 24/7 support, proactive monitoring, security patching, etc.).
Thrypes GmbH offers support via:
Email (support@thrypes.com)
Project management tools (e.g., Jira, Trello, or as agreed)
Video conferencing or scheduled check-ins for ongoing engagements
Support response times are typically within 1 business day for non-critical requests. Emergency response protocols (if any) will be outlined separately within SLAs or support addenda.
Either party—the Client or Thrypes GmbH—may terminate the service engagement under the following conditions:
For open-ended or ongoing contracts:
Either party may terminate the agreement by providing at least 14 calendar days’ written notice to the other party. This notice must be submitted in writing (e.g., email or letter) and specify the intended termination date. During this notice period, both parties are expected to continue fulfilling their contractual obligations unless otherwise agreed.
For fixed-term contracts or project-based agreements:
Termination before the contract or project completion date may only occur in accordance with the specific terms stated in the relevant Service Agreement or Statement of Work. If no such provision exists, the 14-day notice applies.
Thrypes GmbH reserves the right to terminate the engagement immediately, without prior notice, under circumstances that constitute just cause, including but not limited to:
Material breach of these Terms or the Service Agreement by the Client, such as failure to pay invoices, violation of confidentiality obligations, or misuse of services.
Insolvency or bankruptcy of either party.
Unlawful or unethical conduct, including but not limited to use of the services for illegal activities, infringement of intellectual property rights,or activities that materially harm Thrypes GmbH’s reputation or operations.
Any event or circumstance that legally justifies immediate termination under German law.
Upon termination of the engagement for any reason:
The Client remains fully liable to pay for all services and deliverables rendered by Thrypes GmbH up to the effective date of termination, including work in progress, preparatory work, and any non-cancellable expenses incurred.
Any prepaid fees for services not yet rendered maybe subject to refund or forfeiture according to the terms specified in theService Agreement or applicable law.
Thrypes GmbH will provide the Client with access to all completed deliverables and project materials for which full payment has been received, subject to any applicable intellectual property or confidentiality restrictions.
Termination shall not affect any rights or liabilities accrued prior to termination.
Obligations regarding confidentiality, intellectual property rights,data protection, and indemnification shall survive termination.
Both parties agree to cooperate reasonably to ensure a
These Terms, and any Service Agreements executed under them, are governed by the laws of the Federal Republic of Germany, without regard to conflict-of-law principles.
Any disputes arising from or in connection with these Terms or the underlying services shall fall under the exclusive jurisdiction of the courts of Berlin, Germany, unless otherwise agreed in writing by both parties.
Before initiating formal legal proceedings, both parties agree to attempt informal resolution of any dispute through good-faith negotiations. This includes a reasonable effort to settle the issue via written communication or a virtual meeting within 30 days of the dispute being raised.
Thrypes GmbH reserves the right to amend these Terms from time to time to reflect changes in the law, service offerings, or business practices.
The current version will always be available on our website.
Material changes will be communicated to Clients with active engagements via email or client portal, and will take effect 30 days after notification, unless otherwise stated.
If the Client continues to use Thrypes services after the updated Terms have taken effect, this constitutes acceptance of the new Terms.
If any provision of these Terms is held to be invalid, illegal, or unenforceable, such provision shall be severed or reformed to the minimum extent necessary, and the remaining provisions shall remain in full force and effect.
Thrypes GmbH
📍 Gontardstraße 11, 10178 Berlin, Germany
📧 legal@thrypes.com
🌐 Thrypes
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