General Terms and conditions
§ 1 Scope of applicability
(1) All business relations between DS DATA SYSTEMS GmbH and its contractual partners are covered by these general terms and conditions, henceforth referred to as “GTCs”. The applicable version of GTCs is at the time the business relationship is entered into. Other GTCs of the contractual partner shall not be valid, unless they have been expressly agreed upon in writing.
(2) These GTCs are also valid for all future business relations with the contractual partner, or their legal successor without having to be expressly agreed upon again.
(3) Ancilliary agreements are not valid. Amendments and alterations to the contract must be expressly made in writing in order to become effective. This also applies to the waiver of the requirement of written form.
(4) In the case of continuing obligations, changes to the GTCs shall be communicated to the contracting party in writing. These changes shall be accepted by the contracting party, if it continues the business relationship without objecting within one month.
§ 2 Offers
(1) Our offers are always subject to change and non-binding. Offers of contractual partners shall be deemed accepted, when they have been confirmed in express writing.
(2) All public statements and information, especially but not exclusively if published on the website, may be subject to change and are non-binding.
(3) We reserve the property rights and copyrights to all information and records/documentation provided to the contractual partner, in particular but not exclusively data mediums, documentation, illustrations, drawings, calculations. The information and records/documentation shall not be used for purposes other than those stipulated in the contract. It must not be made accessible to third parties and must be returned to us free of charge without delay once the contractual purpose is fulfilled or the contract
is terminated. This applies in particular, but not exclusively, to documents/records and all information that has been marked as confidential. In addition, we reserve the right to have documents/records and information returned, should we deem that the contractual partner does not adequalely ensure their confidentiality.
(4) If the contracting party orders a cost estimate, the contracting party shall reimburse us for the costs incurred in accordance with the time spent.
(5) We may engage subcontractors at our discretion for the performance of any contract.
§ 3 Services
(1) We exclusively offer business to business solutions.
(2) With the services provided under these GTCs, we only support our contractual partners with the undertakings that the contractual partners are working on. The undertakings remain their own responsibility. We have no obligation to reach a certain result, unless this is otherwise agreed upon in writing by both contractual parties.
(3) Partial performances are permissible if they are reasonable for the contractual partner.
§ 4 Our obligation to coorperate
(1) Our contractual duties and activities shall be performed by qualified employees.
(2) The employees deployed by us are not subject to any right to issue instructions on the part of the contractual partner.
§ 5 Duty of cooperation of the client/contractual partner
(1) The contracting partner shall provide all documents/information required for the performance of the service in due time.
(2) If agreed in writing contractually and/or necessary, the contractual partner shall also provide the required access to its own rooms and/or its own systems.
§ 6 Payment
(1) All prices are net in Euros, plus the valid VAT.
(2) Our invoices must be paid within 14 days of the incoice date without any deductions.
(3) In the event of default in payment on part of the contracting party, all outstanding claims on our part shall be due immediately. The same shall apply if there is a reason for insolvency on part of the contractual partner, if the opening of insolvency proceedings against its assets has been applied for, has taken place, or if the opening has been rejected due to lack of assets.
(4) In the event of default in payment, we shall be entitled, without precluding the possibility of claiming higher damages, to charge an interest at a rate of 8 percentage points above the base interest rate from the date of the default.
(5) The contractual partner may only offset undisputed and legally established claims. Payments of the contractual partner are settled according to § 366 Ads 2 and § 367 BGB. The contractual partner may only assign claims arising from this contract to third parties with our prior expressly written consent. He may only assert a right of retention in respect of claims arising from this contract.
§ 7 Right to service deliverables and results
We grant the contractual partner the non-exclusive, permanent, irrevocable and non-transferable right to use the provided service results under the service contract.
§ 8 Warranties
(1) If the service is not coform with the terms of the contract or the service is provided flawed and we are responsible for this, we are obliged to provide the service in accordance with the contract terms within a reasonable period of time without additional costs for the contractual partner. The prerequiste for this is a complaint on behlaf of the contractual partner. The complaint must be made immediately, but at latest two weeks within recognising any flaws in the service provided.
(2) Should we deem that we have failed to meet essential parts of the service requirements laid out in the contract even after the expressly agreed grace period, the contractual partner shall be entitled to terminate the contract. In this case we shall be entitled to remuneration for our services on the basis of the contract until the termination takes effect.
§ 9 Liability
(1) Claims to damages of any kind against us, our legal representatives, employees and vicarious agents are limited to grossly negligent or deliberate conduct. Liability in the event of deliberate or gross negligence on the part of vicarious agents who are not executive employees shall be limted to the amount of typical foreseeable damages. This does not apply in the case of damage to life, body or health or in the case of breach of cardinal obligations.
(2) Mutual claims for damages shall expire within three years after the breach or wrongful act.
(3) In the even of data loss, our liability shall be limited to the expenditure that would have been necessary to restore the data if the contractual partner had properly backed up the data.
§ 10 Duration and termination of the business relationship
(1) The duration of the contract shall be deterined by the contracts concluded between the parties.
(2) Termination during the term of a fixed-term contract is only possible for reasons of good cause.
§ 11 Confidentiality obligations
Each contracting party is obliged to maintain absolute secrecy about business and trade secrets in accordance with § 4 of the German Act on the Protection of Business Secrets (GeschGehG). Business secrets may include but are not exclusive to customer data, customer documentation, work products of all kinds, training content and documents, prices and calculations, balance sheets, market analyses, business strategies as well as internal processes and regulations.
This obligation continues to apply even after termination of the contractual relationship and is an integral part of the service provision. The duty of confidentiality does not only apply to external parties, but also to the company’s own employees who are not involved in the tasks and subject matter of the contract. Failure to comply with the obligation may result in claims for injunctive relief and/or damages, or even an administrative fine and/or imprisonment according to § 23 GeschGehG.
§ 12 Final provisions
(1) Should individual parts of these GTCs become invalid in whole or in part, or if any other provisions were agreed upon between the parties, the validity of the remaining provisions shall remain unaffected. The parties will agree on a new provision that comes as close to the intended economic purpose as possible, in case the an invalid provision of the GTCs requires amendment.
(2) The only applicable law is the law of the Federal Republic of Germany.
(3) The contract language is German.
(4) The place of jurisdiction for all disputes arising from the contractual relationship between all relevant parties is the headquarters of DS DATA SYSTEMS GmbH.
As of: March 2021