§1 General information

1. The following General Terms and Conditions shall apply to all contracts, services and work performed by Teal Technology Consulting GmbH, Duisburger Str. 91, 40479 Düsseldorf, Germany (hereinafter referred to as “Contractor”) towards its Customers (hereinafter referred to as “Customer”). They shall also apply in their respective version as a framework agreement for future contracts for services and/or work with the same Customer, without the Contractor having to refer to them again in individual cases; in this case, the Contractor shall inform the Customer immediately of any changes to the General Terms and Conditions.
2. The Contractor addresses his offers exclusively to companies. These General Terms and Conditions therefore do not apply to contracts with consumers.
3. Deviating provisions of the Customer shall not apply unless the Contractor has agreed to them in writing. This requirement of consent shall apply in any case, for example even if the Contractor performs the service without reservation while being aware of the General Terms and Conditions of the Customer. Agreements made with the Customer in individual cases (including subsidiary agreements, supplements and amendments) always take precedence over these General Terms and Conditions. The content of such agreements shall be governed by a written contract or written confirmation by the Contractor. Legally relevant declarations and notifications to be submitted by the Customer to the Contractor after conclusion of the contract (e.g. setting of deadlines, reminders, declaration of withdrawal) require text form to be effective.
4. Vicarious agents and representatives of the Contractor are not authorized to make verbal collateral agreements. If they nevertheless make verbal additional agreements or give assurances which go beyond the written service contract, these always require the written confirmation of the Contractor in order to be effective.

§2 Services of the Contractor, commissioning

1. The shall Contractor provide the Customer with IT services, in particular in the areas of strategy, IT architecture, implementation/support and compliance. Consulting services are usually provided on the basis of manufacturer recommendations and publicly accessible information (e.g. known security risks or attack potentials).
2. A contract is concluded by the acceptance of the offer by the Customer – usually by signing the submitted offer. The documents belonging to the offer, e.g. concepts, pitches, illustrations, drawings, are, unless expressly agreed otherwise, only approximate.
3. The Contractor reserves ownership rights and copyrights to the offer as well as to the concepts, pitches, catalogues, documentation (e.g. drawings, plans, calculations, calculations) or documents provided – also in electronic form. Such documents are only entrusted for the purposes of the respective offer and may not be duplicated or made accessible to third parties, even in extracts, without the express consent of the Contractor. This applies in particular to such documents which are designated as “confidential”; before passing them on to third parties, the Customer requires the express written consent of the Contractor.
4. If the Contractor submits an offer to a Customer and unless otherwise agreed, the Contractor shall be bound by the offer for a period of 2 weeks after submission. In individual cases, a longer commitment period may also be agreed.

§3 Execution of orders

1. The Contractor organizes the agreed services himself and on his own responsibility. The Contractor shall independently determine the type, procedure and division of the work, in particular the number of subsidiaries to be employed by him.
2. The Contractor shall be entitled to use vicarious agents to carry out the orders. If essential services are awarded, the Contractor must notify the Customer in writing of the deployment at least two weeks prior to their deployment. The Customer may only reject a vicarious agent for good cause.
3. The Contractor shall carry out each order in accordance with the concept and the principles of proper professional practice and the latest state of the art in the sense of an expedient and economic solution.
4. The Contractor is obliged to document the execution of each order to an appropriate extent. The content and scope can be specified in more detail in the order. At the latest by the end of each order, the Contractor shall hand over the documentation together with the other work results to the Customer.
5. The Customer may demand changes to the content and scope of the services, insofar as this is reasonable for the Contractor. This does not apply to services already rendered. If the changes are not only insignificant, the Contractor will determine the time delays and additional expenses resulting from the desired changes and the parties will agree on a corresponding adjustment of the contract. If the parties do not reach an agreement, the Contractor shall be entitled to reject the request for change. All performance changes shall be regulated before the start of execution in a written supplementary agreement in which the additional remuneration and any changes to the schedule shall be recorded.

§4 Cooperation duties

1. If the Customer names a contact person in the order, he is responsible for all questions within the scope of the execution of this order.
2. The Customer shall support the Contractor’s activities to an appropriate extent and provide the data, information and templates essential for the performance of the services in accordance with the order.
3. Insofar as the Customer provides the Contractor with templates, data, information and other documents for use within the scope of the order, the Customer shall be responsible for ensuring that it is entitled to hand over and use these documents. The Customer shall indemnify, hold harmless and defend the Contractor in this respect at its own expense against all claims by third parties or liability.
4. The Customer shall inform the Contractor within a reasonable period of time, generally no more than five working days, whether he accepts or rejects a proposal submitted to him by the Contractor for the design and execution of the contract.

§5 Remuneration

1. For the agreed services, the Contractor shall receive a lump-sum payment or a payment on an hourly or daily rate basis at the conditions specified in the respective order. Otherwise, the reimbursement of incidental expenses (e.g. travel expenses) shall result from the order.
2. In the case of time-dependent remuneration, the Customer shall confirm the hours worked by the Contractor in writing at the end of each month and issue a copy to the Contractor. On the basis of such a time sheet, the Contractor shall issue a monthly interim invoice to the Customer.
3. Compensation for expenses incurred by the Contractor, e.g. transport costs, shall be borne by the Customer. The Contractor shall provide the original supporting documents at the request of the contracting authority.
4. Invoices of the Contractor are due and payable without deductions within thirty days of the invoice date.
5. Invoices can be sent by e-mail. In the event of default in payment, the statutory provisions shall apply.
6. All fees are net plus the value added tax valid at the time of performance of the service, which the Contractor shall show separately in his invoices.

§6 Dates

1. The observance of any deadlines by the Contractor presupposes the fulfilment of the contractual obligations by the Customer. In the case of dates stated by the Contractor, written notification shall only be deemed to be non-binding information. The expiry of certain deadlines does not release the Customer from the obligation to set a reasonable grace period for the performance of the service and the declaration that he will reject the service after expiry of the deadline. This shall not apply if the Contractor has expressly and in writing designated a period or date as a “binding completion ¬date”. The Contractor shall regularly inform the Customer of the progress of the performance of the contract. The Contractor shall inform the Customer of foreseeable delays or the imminent exceeding of completion dates, as far as they become apparent to the Contractor.
2. If the Contractor is unable to meet a binding completion date for reasons for which he is not responsible (non-availability of the service), the Contractor will inform the Customer immediately and at the same time inform the Customer of the expected new completion date. If the service is also not available within the new period, the Contractor shall be entitled to withdraw from the order in whole or in part; the Contractor shall reimburse any consideration already rendered by the Customer without delay. The Customer’s rights of termination in accordance with § 9 shall also remain unaffected.
3. The occurrence of the Contractor’s default in performance shall be determined in accordance with the statutory provisions. In any case, a reminder from the Customer is required.

§7 Acceptance

1. If the Contractor owes the provision of work services, the Customer shall be obliged to inspect and accept the work immediately after completion, unless acceptance is obviously excluded by the nature of the work. The Contractor may set the Customer a reasonable deadline for acceptance. An acceptance protocol shall be drawn up and signed by both Parties. Acceptance shall be deemed tacit if the result of the work has already been used in accordance with the contract prior to this point in time without significant complaints. Acceptance cannot be refused due to insignificant defects. Acceptance shall be deemed to have taken place if the Customer does not accept the work within a reasonable period set by the Contractor, although he is obliged to do so.
2. Partial acceptance shall only take place if expressly agreed in the order.

§8 Rights to tangible and intangible work results

1. The Contractor shall grant the Customer all transferable rights of use to the services rendered at the time of their creation. This includes, but is not limited to, the right to reproduce, disseminate, exhibit, present, perform and demonstrate, the right to broadcast, the right to reproduce by image and/or sound carriers analog and/or digital, the right to reproduce radio broadcasts analog and/or digital and online law. The transfer includes the right to onward transfer to third parties.
2. If the Contractor uses third parties for the performance of the contract, it shall acquire their rights of use for the Customer in respect of time, place, purpose and in any other manner without restriction and transfer them to the Customer to the same extent.
3. The Contractor shall inform the Customer in advance of any restrictions to the rights of use.
4. The Contractor is otherwise entitled to the copyrights. The Contractor may therefore use the services rendered, in particular all ideas, drafts and designs, in the same or modified form for other Customers.

§9 Premature termination of orders

1. The Contractor and the Customer may terminate the contract prematurely if
   1. a cancelation period has been agreed in the order;
   2. in the cases of § 6 para. 2;
   3. there’s an important reason. An important reason for termination without notice by the Contractor shall be deemed to exist in particular if
      1. facts become known which give rise to serious doubts as to the performance capability of the Customer with regard to the performance of the contractual services and which the Customer cannot dispel within a period of 7 days after written request by the Contractor,
      2. the Customer is more than 60 days in arrears with the payment of an invoice.
2. Any notice of termination must be given in writing.

§10 Liability

1. Outside the liability for material defects and defects of title, the Contractor shall be liable without limitation if the cause of the damage is based on intent or gross negligence. The Contractor shall also be liable for the slightly negligent breach of essential obligations (obligations the breach of which endangers the achievement of the purpose of the contract) as well as for the breach of cardinal obligations (obligations the fulfilment of which is essential for the proper performance of the contract and on the observance of which the Customer regularly relies), but only for the foreseeable damage typical of the contract. The Contractor shall not be liable for the slightly negligent breach of obligations other than the foregoing. The limitations of liability in this paragraph do not apply to injury to life, limb and health.
2. If the Contractor’s liability is excluded or limited pursuant to paragraph 1, this shall also apply to the personal liability of the Contractor’s employees, representatives and vicarious agents.

§11 Privacy

1. All information in connection with the order and the business relationship shall be kept secret. In particular, the Contractor shall treat as strictly confidential all business transactions that come to its knowledge, such as printing documents, layouts, storyboards, figures, drawings, data carriers and other documents that contain copyrighted materials of the Customer. The Contractor shall impose the duty of confidentiality on all employees and/or third parties (e.g. suppliers, graphic artists, etc.) who have access to the aforementioned business transactions. The confidentiality obligation shall apply indefinitely beyond the duration of this contract.

§12 Non-solicitation clause

1. The parties shall refrain from inciting employees or vicarious agents of the other contractual partner to breach the contract during the term of an order and 6 months after its termination or from enticing them away in a similarly unfair manner.

§13 Documents, right of retention and data protection

1. The Contractor shall use all information, documents or other aids which he receives from the Customer or third parties for the execution of the order exclusively for the fulfilment of his tasks and treat them confidentially.
2. Until the complete settlement of his claims, the Contractor has a right of retention on the documents provided to him. After settlement of the claims arising from the contract, the Contractor shall surrender all documents which the Customer or a third party has handed over to him on the occasion of the execution of the order. This does not apply to correspondence between the parties or simple copies of reports, organisation charts, drawings, lists, calculations, etc. produced within the framework of the order, provided that the Customer has received the originals.
3. The Contractor will electronically store and process the contents of the orders and the services created within the scope of these orders in compliance with the data protection regulations. The electronically stored or other data may not be passed on to third parties, unless there is a legal obligation to do so. The collection, processing and use of personal data by the Contractor is carried out in compliance with the applicable data protection regulations. The obligation shall continue to exist even after termination of the cooperation.

§14 Final provisions

1. Should any provision of these General Terms and Conditions be or become invalid, this shall not affect the validity of the remainder of the contract.
2. The place of jurisdiction is Haren (Ems). The Contractor is also entitled to sue the Customer at his place of business.
3. The business relations between the Contractor and the Customer are subject to the law of the Federal Republic of Germany. The validity of international uniform law, in particular UN sales law, is excluded.

Status: October 2019