General Terms and Conditions

General Terms

and Conditions

§1 General Conditions

      1. These Terms and Conditions shall apply to any and all contracts and services, provided or rendered by Teal Technology Consulting GmbH, Duisburger Str. 91, 40479 Düsseldorf, Germany (hereinafter “Provider”) vis-à-vis its Clients (hereinafter “Clients”). These Terms and Conditions shall as a general agreement also apply, as amended, to future contracts for services provided by the Provider that are concluded with the same Client, without the Provider being obliged to make express reference to these Terms and Conditions in each individual case; in any such case, the Provider shall inform the Client promptly of any amendments of the Terms and Conditions.
      2. The Provider addresses its offers exclusively to business Clients. These General Terms and Conditions therefore do not apply to contracts with Consumers.
      3. Any deviating provisions of the Clients do not apply, unless the Provider has consented to these in writing. This requirement to grant consent shall apply in any case, for instance also when the Provider, being aware of General Business Conditions of the Client, carries out services to the Client without reservations. Agreements concluded with the Client on a case-by-case basis (including subsidiary arrangements, supplements and amendments) in any case take precedence over these Terms and Conditions. For the contents of such agreements, a written contract or confirmation by the Provider shall be authoritative. Legally relevant declarations and notifications that have to be made by the Client vis-à-vis the Provider after the conclusion of the contract (e.g. setting of time limits, reminders, cancellation), must be made in writing be to legally valid.
      4. Vicarious agents and representatives of the Provider are not entitled to make any oral subsidiary arrangements. If and to the extent that they nevertheless make oral subsidiary arrangements or make representations and warranties, which go beyond the scope of the written contract, these always require written confirmation by the Provider to be legally valid.

 

§2 Services of the Provider, Assignment

      1. The Provider shall provide IT services for the Client, in particular in the areas of strategy, IT architecture, implementation/support and compliance. Consulting services are generally provided on the basis of manufacturer recommendations and publicly available information (e.g. in the case of known security risks or attack potential).
      2. A contract shall be concluded by the Client’s acceptance of the offer – as a rule by signing the submitted offer. The documents belonging to the offer, such as concepts, pitches, illustrations, drawings, are, unless expressly agreed otherwise, only approximately authoritative.
      3. The Provider reserves the property rights and copyrights to the provided offer as well as to concepts, pitches, catalogues, documentation (e.g. drawings, plans, calculations) or documents – also in electronic form. Such documents are entrusted only for the purposes of the respective offer and may not be reproduced or made accessible to third parties, even in part, without the express consent of the Provider. This shall apply in particular to such documents which are designated as “confidential”; the Client shall require the express written consent of the Provider before passing them on to third parties.
      4. Insofar as the Provider submits an offer to a Client and unless otherwise agreed, the Provider shall be bound by the offer for a period of 2 weeks after submission. In individual cases, a longer binding period may also be agreed.

 

§3 Execution of orders

      1. The Provider shall organize the agreed services himself and on its own responsibility. The Provider shall independently determine the type, sequence and scheduling of the work, in particular also the number of assistants to be deployed by it, if any.
      2. The Provider shall be entitled to use vicarious agents for the execution of the orders. In the case of the sub contracting of essential services, the Provider shall notify the Client in writing of the deployment at least two weeks prior to their deployment. The Client may only reject a vicarious agent for good cause.
      3. The Provider shall perform each order in accordance with the concept and the principles of proper professional practice and the state of the art in terms of an expedient and economic solution.
      4. The Provider shall be obliged to document the fulfilment of each order to an appropriate extent. The content and scope may be specified in more detail in the order. At the latest at the end of each order, the Provider shall hand over the documentation to the Client together with the other work results.
      5. The Client may demand changes to the content and scope of the services, insofar as this is reasonable for the Provider. This shall not apply to services already rendered. The Provider shall, if the changes are not only insignificant, determine the time delays and the additional expenditure occurring as a result of the requested changes and the parties shall agree on a corresponding adjustment of the contract. If the parties fail to reach an agreement, the Provider shall be entitled to reject the change request. All changes in performance shall be regulated in a written supplementary agreement prior to the start of performance, in which the additional remuneration and any changes in the time schedule shall be recorded.

 

§4 Obligation to cooperate

      1. If the Client designates a contact person in the order, this person shall be responsible for all issues within the scope of the execution of this order.
      2. The Client shall support the activities of the Provider to a reasonable extent and provide the data, information, templates and access essential for the performance of services in accordance with the order.
      3. Insofar as the Client provides the Provider with templates, data, information and other documents or access for use within the scope of the order, the Client shall be responsible for ensuring that he is entitled to hand over and use these resources. The Client shall indemnify, hold harmless and defend the Provider in this respect at its own expense against all third-party claims or liability.
      4. The Client shall inform the Provider within a reasonable period of time, as a rule not more than 5 working days, whether he accepts or rejects a proposal submitted to it by the Provider for the organization and execution of the order.

 

§5 Renumeration

      1. The Provider shall receive a fixed price or remuneration on an hourly or daily rate basis for the agreed services at the respective conditions specified in the order. In all other respects, the reimbursement of incidental expenses (e.g. travel expenses) shall result from the order.
      2. In the event of time-based remuneration, the Client shall confirm the hours worked by the Provider in writing at the end of each month and provide the Provider with a copy. The Provider shall issue an interim invoice to the Client on a monthly basis on the basis of such proof of hours worked.
      3. Expenses incurred by the Provider, e.g. transport costs, shall be borne by the Client. The Provider shall submit the original receipts upon request of the Client.
      4. Invoices of the Provider shall be 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 shall be net plus the value added tax applicable at the time of performance of the service, which the Provider shall show separately in its invoices.


§6 Deadlines

      1. Compliance with any deadlines by the Provider shall be conditional upon the Client’s fulfilment of its contractual obligations. Any deadlines specified by the Provider are only non-binding information, even in the event of written notification. The expiry of certain deadlines shall not release the Client from the obligation to set a reasonable grace period for the performance of the service and to declare that he will reject the service after the expiry of the grace period. This shall not apply if the Provider has expressly designated a deadline or a date in writing as a so-called “binding completion date”. The Provider shall regularly inform the Client about the status of the execution of the order. The Provider shall inform the Client of foreseeable delays or of an imminent failure to meet completion dates, insofar as these become apparent to the Provider.
      2. If the Provider is unable to meet a binding completion date for reasons for which it is not responsible (non availability of the service), the Provider shall inform the Client thereof without delay and at the same time notify the Client of the expected new completion date. If the service is also not available within the new deadline, the Provider shall be entitled to withdraw from the order in whole or in part; the Provider shall immediately reimburse any renumeration already paid by the Client. The Client’s rights of termination pursuant to sec. 9 shall also remain unaffected.
      3. The occurrence of default in performance on the part of the Provider shall be determined in accordance with the statutory provisions. In any case, however, a reminder by the Client shall be required.

 

§7 Acceptance

      1. If the Provider has undertaken to produce a work (in the meaning of sec. 631 et seq. German Civil Code (BGB)), the Client shall be obligated to inspect and accept the work immediately after completion, unless acceptance is obviously excluded due to the nature of the work. The Provider may set the Client a reasonable deadline for acceptance. An acceptance protocol shall be drawn up and signed by both parties to the contract. Acceptance shall be deemed to have been tacitly granted if the result of the work is already being used in accordance with the contract without any significant complaints prior to this point in time. Acceptance may not be refused on account of minor defects. Acceptance shall be deemed to have been granted if the Client does not accept the work within a reasonable period of time specified by the Provider, although it is obliged to do so.
      2. Partial acceptances shall only take place if they are expressly agreed in the order.

 

§8 Rights to tangible and intangible work results

      1. The Provider shall grant the Client all transferable rights of use to the services rendered at the time they arise. This includes in particular, but is not limited to, the right of reproduction, distribution, exhibition, lecture, performance and presentation, the broadcasting right, the right of reproduction by image and/or sound carriers analogue and/or digital, the right of reproduction of radio broadcasts analogue and/or digital as well as the online right. The transfer includes the right of retransmission to third parties.
      2. If the Provider uses third parties for the fulfilment of the contract, it shall acquire their rights of use for the Client without limitation as to time, place, purpose of use and in any other way and transfer them to the Client to the same extent.
      3. The Provider shall inform the Client in each case in advance of any restrictions on the rights of use.
      4. Furthermore, the Provider shall be entitled to all copyrights. The Provider may therefore use the services provided, in particular all ideas, drafts and designs, in the same or modified form for other Clients.
    1. §9 Premature termination of orders

      1. The Provider and the Client may terminate the order prematurely if

      …….a) a notice period is agreed in the order;

      …….b) in cases of sec. 6 para. 2;

      …….c) there is a good cause. Good cause for termination without notice by the Provider shall exist in particular if

      …….…….− facts become known which raise serious doubts about the Client’s ability to perform the contractual services and the Client is unable to
      …….….……dispel these doubts within a period of 7 days after written request by the Provider,

      …….…….− Client is more than 60 days in arrears with the payment of an invoice.

      2. Any notice of termination must be in text form.

    1. §9 Premature termination of orders

      1. The Provider and the Client may terminate the order prematurely if

      …….a) a notice period is
      …….….agreed in the order;

      …….b) in cases of sec. 6 para. 2;

      …….c) there is a good cause.
      …….….Good cause for termination
      …….….without notice by the Provider
      …….….shall exist in particular if

      …….…….− facts become known which
      …….….……raise serious doubts about
      …….….……the Client’s ability to perform
      …….….……the contractual services and
      …….….……the Client is unable to
      …….….……dispel these doubts within a
      …….….……period of 7 days after written
      …….….……request by the Provider,

      …….…….− Client is more than 60 days
      …….….……in arrears with the payment
      …….….……of an invoice.

      2. Any notice of termination must be in text form.

§10 Liability

      1. Over and above the liability for material defects and defects of title, the Provider shall be liable without limitation, if the damage has been caused intentionally or by gross negligence. The Provider shall also be liable for negligent violation of material contractual obligations (obligations whose violation jeopardizes the attainment of the purpose of the contract) as well as for the violation of essential obligations (“Kardinalpflichten“) (obligations, whose performance will enable the due and proper performance of the contract in the first place and on whose performance the Client as a rule relies), in each case however only for the foreseeable damage that is typical for this type of contract. The Provider shall not be liable for the negligent violation of obligations other than those mentioned above. The limitations of liability specified in this paragraph do not apply in the case of death, bodily injury or damage to health.
      2. If the liability of the Provider is excluded or limited, this shall also apply to the personal liability of the employees, representatives and vicarious agents of the Provider.

 

§11 Designation as reference Client

      1. The Provider shall be entitled to name the Client as a reference client with the Client’s prior written consent. The Client may refuse its consent at any time without stating reasons and may revoke a consent once granted. In the event of revocation, the Provider shall remain entitled to consume advertising material already printed.
      2. The designation may also be made online, for example on the Provider’s company website, including the Client’s company logo. For this purpose, the Client shall grant the Provider a simple, temporally and spatially unrestricted, non-transferable right of use with regard to the name and trademark rights required for this purpose.

 

§12 Confidentiality

      1. All information in connection with the order and the business relationship shall be kept secret. In particular, the Provider shall treat as strictly confidential all business transactions coming to its knowledge, such as print documents, layouts, storyboards, numerical material, drawings, data carriers and other documents containing the Client’s copyrighted materials. The Provider shall impose the same duty of confidentiality on all employees and/or third parties (e.g. suppliers, graphic designers, etc.) who have access to the aforementioned business transactions. The obligation to maintain secrecy shall apply for an unlimited period of time beyond the duration of this contract.
      2. The obligation to maintain confidentiality pursuant to para. 1 shall not apply to information or business transactions which the other party has expressly released for publication in writing, e.g. within the scope of the designation as reference Client.

 

§13 Non-solicitation clause

The parties shall refrain from inciting employees or vicarious agents of the other contracting party to breach the contract or from soliciting such employees or vicarious agents in a similarly unfair manner during the term of a service contract and 6 months after its termination.

 

§14 Documents, Right of Retention and Data Protection

      1. The Provider shall use all information, documents or other resources which it receives from the Client or from third parties for the execution of the order exclusively for the performance of its tasks.
      2. Until full settlement of its claims, the Provider shall have a right of retention to the documents provided to it. After settlement of the claims arising from the contract, the Provider shall return all documents which the Client or a third party has handed over on the occasion of the execution of the order. This shall not apply to correspondence between the parties as well as simple copies of reports, organization charts, drawings, lists, calculations, etc. prepared within the scope of the order, provided that the Client has received the originals.
      3. The Provider shall 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 provisions. The electronically stored or other data may not be forwarded to third parties unless there is a legal obligation to do so. The collection, processing and use of personal data by the Provider shall be carried out in compliance with the applicable data protection regulations. The obligation shall continue to exist after termination of the cooperation.

 

§15 Final provisions

      1. Should any provision of these General Terms and Conditions be or become invalid, this shall not affect the validity of the contract as a whole.
      2. The place of jurisdiction shall be Düsseldorf, Germany. The Provider shall also be entitled to sue the Client at its place of business.
      3. The business relations between the Provider and the Client are subject to the laws of the Federal Republic of Germany. The application of international uniform law, in particular of the UN Sales Convention (United Nations Convention on Contracts for the International Sale of Goods) is excluded.

 

Status: September 2020