Terms and Conditions

1 Scope and Validity of Contract

2 Services and Acceptance

2.1 Possible Service Contents of a Consulting and Development Order

The subject of an order may be:

• Consulting in the development of organizational concepts to improve business processes
• Conducting global and detailed analyses to identify improvement potential in existing systems and processes
• Creation of individual program solutions and delivery of standard programs to optimize business processes
• Acquisition of usage rights for software products to improve existing systems
• Acquisition of work usage licenses to expand the existing software portfolio
• Support during the introduction of new systems and processes (go-live support)
• Telephone consulting to support the use and optimization of systems and processes
• Program maintenance to ensure the functionality of software solutions
• Creation of program media to secure code and data
• Implementation of other consulting services for process optimization and adaptation of systems and software
• Resale of services from external service providers in the area of process optimization and adaptation of systems and software.

2.2 Prerequisites for the Development of Individual Concepts and Programs

The development of individual organizational concepts and programs is based on the type and scope of binding information, documents and resources provided in full by the Client. This also includes practical test data and test facilities in sufficient quantity, which the Client provides in a timely manner, during normal working hours and at their own expense. If the Client is already working in live operation on the software, platform or environment provided for testing, the responsibility for backing up the live data lies with the Client.

2.3 Acceptance Conditions for Individually Developed Software and Program Adaptations

Individually created software or program adaptations require program acceptance by the Client for each affected program package no later than four weeks after delivery. This is confirmed by the Client in a protocol. (Verification of correctness and completeness based on the service description accepted by the Contractor using the test data provided under Section 2.2). If the Client allows the four-week period to elapse without program acceptance, the delivered software is deemed accepted as of the end date of said period. When the software is used in live operation by the Client, the software is in any case deemed accepted. However, the Client has the option to waive explicit acceptance by allowing the four-week period to elapse without program acceptance. In this case, the delivered software is deemed implicitly accepted.

Any defects that occur, i.e. deviations from the written service description, must be adequately documented by the Client and reported to the Contractor, who will endeavor to remedy the defects as quickly as possible. If there are reported material defects in writing, meaning that live operation cannot be started or continued, a new acceptance is required after the defects have been remedied.

The Client is not entitled to refuse acceptance of software due to minor defects.

2.4 Confirmation of Scope of Services for Standard Software Orders

When ordering library (standard) programs, the Client confirms with the order that they are aware of the scope of services of the ordered programs.

2.5 Impossibility of Service Provision and Right of Withdrawal by the Contractor

Should it become apparent in the course of work that the execution of the order according to the service description is actually or legally impossible, the Contractor is obliged to notify the Client immediately. If the Client does not amend the service description accordingly or create the conditions for execution to become possible, the Contractor may refuse execution. If the impossibility of execution is the result of an omission by the Client or a subsequent change to the service description by the Client, the Contractor is entitled to withdraw from the order. The costs and expenses incurred up to that point for the Contractor's activities as well as any dismantling costs shall be reimbursed by the Client.

2.6 Shipping, Insurance and Additional Services

Shipping of program media, documentation and service descriptions is at the cost and risk of the customer. Insurance is only taken out at the customer's request. Training and explanations requested by the customer beyond this will be invoiced separately.

2.7 Specific Regulations for AI and ML-based Services

The Client ensures that the data provided (training, test and operational data) meets the quality requirements necessary for successful delivery of the agreed services. The Contractor assumes no responsibility for delays or quality defects attributable to insufficient or untimely data provision. The Client is obliged to perform all necessary cooperation activities for data collection, data preparation and infrastructure provision on time and in full.

2.8 Infrastructure Responsibility for On-Premise Solutions

If the Contractor's services are provided on-premise on the Client's infrastructure, the responsibility for providing, maintaining and adequately dimensioning the necessary hardware and software infrastructure lies exclusively with the Client, unless expressly agreed otherwise. Delays or additional costs caused by inadequate infrastructure shall be borne by the Client.

2.9 Iterative Adjustments and Training Phase

Iterative adjustments and improvements to AI and ML solutions that are carried out after release and production deployment are not part of the initially agreed scope of services. Such adjustments require a separate order and will be charged according to actual effort at the agreed hourly rates.

3 Prices, Taxes and Fees

3.1 Price Information and Validity

All prices are in Euros excluding VAT. They apply only to the present order. The stated prices are ex business premises of the Contractor.

3.2 Billing of Services According to Work Effort

For all services (organizational consulting, programming, training, migration support, telephone consulting, etc.), the work effort is charged at the hourly rates valid on the day of service provision. Billing is done in units of 30 minutes, with the first 60 minutes always being charged in full.

3.3 Billing of Travel Times and Travel Costs

Travel times and travel costs for on-site assignments are generally charged to the customer. Unless otherwise agreed, travel times are billed at 50% of the hourly rate. Costs for travel and accommodation are also invoiced in full unless otherwise agreed.

3.4 Working Hours and Surcharges for Services Outside Regular Working Hours

All prices apply to regular working hours:

Monday to Friday (except public holidays) from 08:00 to 18:00.

Outside these hours, the following surcharges apply:

• Monday to Friday (except public holidays)
  • 18:00 – 24:00: +50% surcharge
  • 24:00 – 08:00: +100% surcharge
• Saturdays, Sundays and public holidays:
  • all day: +100% surcharge

4 Delivery Date

4.1 Schedule Adherence and Completion

The Contractor endeavors to adhere as closely as possible to the agreed completion dates.

4.2 Client's Cooperation Obligations and Effects on Schedules and Costs

The targeted completion dates can only be met if the Client provides all necessary work and documents in full at the dates specified by the Contractor, in particular the service description accepted by them according to Section 2.3, and fulfills their cooperation obligation to the required extent.

Delivery delays and cost increases resulting from incorrect, incomplete or subsequently changed information and data or documents provided are not the responsibility of the Contractor and cannot lead to the Contractor's delay. Any resulting additional costs shall be borne by the Client.

4.3 Partial Deliveries and Partial Invoices for Multi-Component Orders

For orders comprising multiple units or programs, the Contractor is entitled to make partial deliveries or issue partial invoices.

5 Payment

5.1 Payment Terms and Due Date

Invoices issued by the Contractor are payable within 14 days of receipt without any deduction and free of charges. The payment conditions established for the overall order apply analogously to partial invoices.

5.2 Monthly Billing and Service Statement

Services rendered are billed monthly. The invoice with a statement of activities performed by the Contractor is issued by the 10th of the month following the month in which the service was provided.

5.3 Consequences of Payment Default and Acceleration

Adherence to the agreed payment dates is an essential condition for the delivery or contract fulfillment by the Contractor. Non-compliance with the agreed payments entitles the Contractor to suspend ongoing work and withdraw from the contract. All associated costs as well as lost profit shall be borne by the Client.

In case of payment default, default interest at the usual bank rate will be charged. In case of non-compliance with two installments for partial payments, the Contractor is entitled to declare acceleration and call due any accepted bills of exchange.

5.4 No Right of Retention for Outstanding Claims

The Client is not entitled to withhold payments due to incomplete overall delivery, warranty or guarantee claims, or complaints.

6 Copyright and Usage

6.1 Usage Rights and Copyright Protection

Upon payment of the agreed fee, the Contractor grants the Client a non-exclusive, non-transferable, non-sublicensable and perpetual right to use the software for the hardware specified in the contract and to the extent of the number of licenses acquired for simultaneous use on multiple workstations, and to use all work results created by the Contractor on the basis of the contract for their own internal use. All other rights remain with the Contractor.

The Client's participation in the creation of the software does not grant any rights beyond the use specified in this contract. Any infringement of the Contractor's copyrights shall give rise to claims for damages, in which case full satisfaction must be provided.

6.2 Authorization to Copy for Backup Purposes

The Client is permitted to make copies for archive and data backup purposes, provided that the software does not contain an express prohibition by the licensor or third parties, and that all copyright and ownership notices are transferred unchanged to these copies.

6.3 Interface Disclosure and Interoperability

If the disclosure of interfaces is required to establish interoperability of the software in question, the Client must commission this from the Contractor at cost. If the Contractor does not comply with this request and decompilation occurs in accordance with copyright law, the results may only be used to establish interoperability. Misuse will result in damages.

6.4 Usage Rights for Third-Party Software

If the Client is provided with software whose license holder is a third party (e.g., standard software from Microsoft), the granting of usage rights is governed by the license terms of the license holder (manufacturer).

6.5 Data Protection and GDPR Compliance for AI-based Solutions

When processing personal data within the scope of AI-based services, the Client remains the sole controller within the meaning of the General Data Protection Regulation (GDPR). The Contractor undertakes to use the data exclusively within the agreed scope and for the agreed purposes. The Client is obliged to fulfill all data protection requirements and ensure appropriate consents and legal bases for data processing.

6.6 Use of Third-Party Software and Open Source Components

If third-party software or open source components are used in the provision of services, the license terms of this third-party software or open source components apply. The Client undertakes to accept and comply with these license terms. The Contractor informs the Client in good time about the use of such software and provides the corresponding license terms.

7 Right of Withdrawal

7.1 Right of Withdrawal in Case of Delivery Delay by the Contractor

In the event that an agreed delivery date is exceeded solely due to the fault or unlawful conduct of the Contractor, the Client is entitled to withdraw from the relevant order by registered letter if the agreed service is not substantially provided even within a reasonable grace period and the Client is not at fault.

7.2 Delivery Delays Due to Force Majeure and Unforeseeable Events

Force majeure, labor disputes, natural disasters and transport blockades as well as other circumstances beyond the Contractor's control release the Contractor from the delivery obligation or allow them to reset the agreed delivery date.

7.3 Cancellation Terms and Cancellation Fees

Cancellations by the Client are only possible with the written consent of the Contractor. These cancellation terms apply to the entire project. If the Contractor agrees to a cancellation, they are entitled to charge, in addition to the services rendered and costs incurred, a cancellation fee of 30% of the unbilled order value of the entire project.

7.4 Short-Notice Appointment Cancellations and Billing Loss

If appointments are cancelled at short notice within two weeks before the start, the Contractor is entitled to charge the missed days in full. The length of a day is assumed to be 8 hours of billable service per commissioned person.

8 Warranty, Maintenance, Changes

8.1 Warranty of Functionality with Contractual Use

The Contractor warrants that the software fulfills the functions described in the accompanying documentation, provided the software is used on the operating system described in the contract.

8.2 Exclusion of Liability for Improper Use and External Influences

Furthermore, the Contractor assumes no warranty for errors, malfunctions or damage attributable to improper operation, changed operating system components, interfaces and parameters, use of unsuitable organizational tools and data carriers where such are prescribed, abnormal operating conditions (in particular deviations from installation and storage conditions) and transport damage.

8.3 Exclusion of Warranty for Subsequent Changes by Third Parties

For programs subsequently modified by the Client's own programmers or third parties, all warranty by the Contractor is void.

8.4 Warranty for Changes or Additions to Existing Software

Where the subject of the order is the modification or addition to existing programs, the warranty relates to the modification or addition. The warranty for the original program is not revived thereby.

8.5 Limitation Period for Warranty Claims

Warranty claims expire six (6) months after handover.

8.6 Warranty and Quality Assurance for AI-based Services

The nature of AI and ML-based solutions means that results are dynamic and data-dependent. Deviations resulting from the data-driven and dynamic nature of AI models are not considered defects, provided that the agreed quality level is fundamentally achieved and continuously improved. Quality criteria and targets for AI-based services are reviewed jointly at regular intervals and adjusted as needed.

9 Liability

9.1 Contractor's Liability and Limitation of Liability

The Contractor is liable to the Client for damage demonstrably caused by the Contractor only in cases of gross negligence. This also applies accordingly to damage attributable to third parties engaged by the Contractor. In case of culpable personal injury, the Contractor is liable without limitation.

9.2 Exclusion of Liability for Indirect Damages

Liability for indirect damages - such as lost profits, costs associated with business interruption, data loss or third-party claims - is expressly excluded.

9.3 Limitation Period for Damage Claims

Damage claims expire according to statutory provisions, but at the latest upon expiry of one year from knowledge of the damage and the party causing the damage.

9.4 Assignment of Claims for Services by Third Parties

If the Contractor provides the work with the assistance of third parties and warranty and/or liability claims arise against these third parties in this connection, the Contractor assigns these claims to the Client. In this case, the Client will primarily pursue these third parties.

9.5 Limitation of Liability for Agreed Data Backup

If data backup is expressly agreed as a service, liability for loss of data is not excluded contrary to Section 9.2, but is limited for data restoration to a maximum of EUR 10% of the order value per damage event, but not exceeding EUR 15,000. Any warranty and damage claims of the Client beyond those mentioned in this contract - regardless of legal grounds - are excluded.

9.6 Limitation of Liability for AI-supported Recommendations and Automated Decisions

The Contractor assumes no liability for damages resulting from decisions based on recommendations or analyses of deployed AI and ML components, unless these proposals or decisions have been expressly confirmed in writing by the Contractor beforehand. The Client bears responsibility for the final review and confirmation of AI-generated recommendations and automated decisions.

10 Loyalty

10.1 Loyalty Obligation and Non-Solicitation

The contracting parties commit to mutual loyalty. They will refrain from any solicitation and employment, including through third parties, of employees who have worked on the realization of the orders, of the other contracting party during the term of the contract and 12 months after termination of the contract. The contracting party in violation is obliged to pay lump-sum damages in the amount of one year's salary of the employee.

11 Confidentiality

11.1 Obligation to Comply with Data Protection Law

The Client commits its employees to comply with the provisions pursuant to Section 20 of the Data Protection Act.

12 Miscellaneous

12.1 Severability Clause

Should individual provisions of this contract be or become invalid, the remaining contents of this contract shall not be affected. The contracting parties will cooperate in partnership to find a regulation that comes as close as possible to the invalid provisions.

12.2 Backup and Recovery for AI and Data-driven Solutions

Unless explicitly agreed otherwise, responsibility for regular backup and recovery of data, AI models and associated infrastructure lies with the Client. The Contractor assumes no liability for data loss or business interruptions attributable to inadequate data backup or insufficient backup strategies.

12.3 Monitoring, Operational Security and Maintenance

Unless explicitly agreed, monitoring, operational security and regular maintenance of infrastructure and systems are to be ensured by the Client. The Contractor can provide supplementary services such as monitoring, maintenance or operational security measures upon request and against separate commissioning.

13 Final Provisions

13.1 Applicable Law and Place of Jurisdiction

Unless otherwise agreed, the statutory provisions applicable between businesses apply exclusively under German law, even if the order is executed abroad. For any disputes, the exclusive local jurisdiction of the court having subject matter jurisdiction for the Contractor's place of business is agreed. For sales to consumers within the meaning of consumer protection law, the above provisions apply only insofar as consumer protection law does not provide for other mandatory provisions.