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GTC

General Terms and Conditions for IT Services and Products of DEED Consulting GmbH

Preamble

DEED Consulting GmbH, Karl-Benz-Straße 9, 40764 Langenfeld, Germany, provides services in the field of information technology and artificial intelligence, including the most important and future-oriented technologies.

DEED Consulting GmbH specializes in the planning, implementation, operation and expansion of enterprise content management systems from Open Text; it supports its customers in the field of artificial intelligence and software development, from conception and construction to the development of their own forecasting and recommendation systems.

DEED Consulting GmbH advises and supports its customers in IT topics such as architecture, operation of server systems and applications, monitoring, system management, software distribution, server and application virtualization as well as PMO and project management.

  1. All offers made by DEED Consulting GmbH are non-binding.
  2. DEED Consulting GmbH shall be bound by individually prepared offers for 14 calendar days.
  3. However, contracts shall only be concluded after acceptance of the offer or after placing the order in conjunction with the order confirmation from DEED Consulting GmbH.
  1. The client and customer specify the task. The fulfillment of the task is planned jointly on this basis.
  2. It is the sole responsibility of DEED Consulting GmbH to decide which employees are deployed for the specific task fulfillment. DEED Consulting GmbH may use its own employees and freelancers as well as other companies to fulfill the order. Irrespective of this, DEED Consulting GmbH reserves the right to replace employees at any time.
  3. The employees deployed to perform tasks shall be subject exclusively to the instructions of DEED Consulting GmbH, irrespective of whether the service is provided directly to the client. The employees shall not be integrated into the client’s operations. The client may only submit suggestions and tasks to the project manager or account manager of DEED Consulting GmbH, but not directly to the individual employees.
  4. The deadlines stated in the implementation and project plans are generally estimated times, unless the agreements made between the parties indicate that binding deadlines have been set.
  5. If DEED Consulting GmbH is dependent on cooperation or information from the customer and the service is delayed for lack of/or due to delayed cooperation or the provision of the service is temporarily not possible due to force majeure, e.g. war, riot, natural disasters or due to similar events such as strike, lockout, official intervention or other circumstances for which DEED Consulting GmbH is not responsible, agreed deadlines shall be extended by a reasonable period of time. In such a case, DEED Consulting GmbH shall inform the customer of the circumstances of the impediment and, after it has ended, shall immediately agree a new date for the provision of the service with the customer.
  1. The client shall provide the appropriate working environment (workstations, network) for the deployment of DEED Consulting GmbH in accordance with the specifications of DEED Consulting GmbH.
  2. The customer shall cooperate free of charge in the fulfillment of the order, in particular in the implementation and execution of works, e.g. by providing employees, workrooms, hardware and software, data and telecommunications equipment. He shall grant DEED Consulting GmbH access to hardware and software directly and by means of remote data monitoring. He shall answer questions, check results and test systems made available by DEED Consulting GmbH without delay. DEED Consulting GmbH shall be notified in writing of any errors or defects immediately upon becoming aware of them.
  3. The client shall designate in writing one or more contact persons as well as their communication data, under which the contact person(s) can be reached. The contact person(s) must be authorized and in a position to make the necessary decisions for the client or to bring about such decisions without delay. The client’s contact person(s) shall ensure good cooperation with the contact persons (usually project managers, account managers) of DEED Consulting GmbH. The client’s employees shall be released from other activities to an appropriate extent for these activities.
  4. The customer shall keep any access data provided to it by DEED Consulting GmbH (including connection IDs, personal passwords, access codes, etc.) protected from access by unauthorized third parties. The customer shall not be permitted to make the access data and/or the services based on the access available to third parties for the purpose of use without prior agreement with DEED Consulting GmbH.
  5. The customer shall be obliged to use the services and systems provided by DEED Consulting GmbH in accordance with the applicable statutory provisions, any official orders and the contractual agreements concluded with DEED Consulting GmbH.
  1. By granting the license of use, DEED Consulting GmbH grants the customer a non-exclusive, non-transferable and revocable right, limited in time and content to the duration of the business relationship, to use the products offered under the conditions and for the purposes described in the offer or contract. Any other and/or further use or exploitation is excluded. In this context, DEED Consulting GmbH assures that it is the legal owner or licensee of all programs offered by third-party providers and that it has been granted the corresponding rights of use for all third-party products required for the service to the client.
  2. The client shall receive from DEED Consulting GmbH the documents and documentation required for use.
  3. DEED Consulting GmbH shall instruct or train the client after installation. The client shall pay the costs incurred in this respect separately on a time and material basis.
  1. Unless otherwise contractually agreed, remuneration shall be based on DEED Consulting GmbH’s current price list, subject to changes to the price list.
  2. All prices are exclusive of VAT, except in the case of VAT exemption. DEED Consulting GmbH shall be entitled to invoice partial services if this is reasonable for the customer. Payments shall be made within the payment period stated on the invoice/partial invoice. No discount shall be granted. From 30 days after the due date, DEED Consulting GmbH may charge interest at the applicable statutory default interest rate.
  3. Services are generally invoiced by DEED Consulting GmbH after they have been provided. The services shall be invoiced once a month; exceptions to this shall require a separate agreement. DEED Consulting GmbH may demand payment on account if the provision of services extends over more than 1 month. The installment amount shall be based on the degree of completion.
  4. In the case of invoicing on a time and material basis, this shall be done on presentation of the usual DEED Consulting GmbH activity reports. Travel times, travel expenses and accommodation costs shall be charged depending on the place of work of the DEED Consulting GmbH employee.
  5. DEED Consulting GmbH shall pass on to the customer any cost increases for licenses and maintenance services provided and charged by third parties in the course of the performance of the services between DEED Consulting GmbH and the customer.
  1. During the term of the contract and the associated use of DEED systems, the client may propose changes and adjustments at any time.
  2. DEED Consulting GmbH shall respond in writing to the customer’s requests for changes and/or adaptations by means of a statement on feasibility and by preparing a corresponding offer.
  3. An amended contract shall come into existence between the client and DEED Consulting GmbH upon acceptance of the adaptation and/or amendment offer by the client in conjunction with the order confirmation to be issued. The remuneration for this shall be based on DEED Consulting GmbH’s current price list at that time, unless a different price has been agreed individually.
  4. Until the amended contract is concluded, all other work shall continue to be carried out in accordance with the existing contracts. However, the client is entitled to demand the complete or partial interruption of any work. However, any resulting delay in performance or deadlines shall be borne by the client.
  1. DEED Consulting GmbH is the exclusive owner of the service, the software, all graphics, logos, trademarks and names used by DEED Consulting GmbH in connection with the products
  2. Furthermore, DEED Consulting GmbH shall become the owner of all intangible property rights, in particular copyrights to the results, e.g. to concepts, planning documents, specifications, developments, documentation, studies, inventions, user or maintenance manuals and other documentation.
  3. The customer shall be free to make suggestions to DEED Consulting GmbH for improving the service. In doing so, however, the customer confirms and acknowledges that DEED Consulting GmbH shall be entitled to all rights to the improvements and/or changes associated with these suggestions and that DEED Consulting GmbH shall not be subject to any obligation to compensate the customer for these suggestions.
  4. If the client acquires copyrights to the results through its cooperation, it shall transfer to DEED Consulting GmbH the exclusive right, unlimited in terms of location, time and content, to process, exploit, market and otherwise use these results in any conceivable way.
  5. If the results are eligible for protection, DEED Consulting GmbH shall be entitled to apply for the corresponding property rights at its own discretion and in its own name in any country, to maintain them or to drop them at any time
  6. After full payment, the client shall be entitled to the simple right of use of the work results, limited in time to the duration of the contract term and limited in content for its own purposes to the extent projected, unless otherwise agreed.
  1. If an order from the client consists of several individual works that can be used independently of each other, the client must accept each individual work separately and promptly.
  2. If market products are used as a basis or tool for the realization of an order, functional limitations and errors caused by these products do not constitute grounds for refusal of acceptance.
  3. Concepts and specifications of the client shall require written acceptance by DEED Consulting GmbH. Concepts and specifications of DEED Consulting GmbH must be accepted by the client before realization. A written order based on the content of these elaborations shall constitute acceptance without defects or errors.
  4. The client must check the result within 10 working days and report any defects or declare acceptance. The service shall be deemed to have been accepted if the client neither notifies defects nor expressly declares acceptance within this period. Minor defects shall not entitle the client to refuse acceptance.
  5. DEED Consulting GmbH shall pass on to the supplier for rectification any notices of defects that are attributable to market products, insofar as rectification is necessary for the provision of services by DEED Consulting GmbH.
  1. DEED Consulting GmbH warrants that the contractual software shall provide the functions specified in the service description during the term of the contract. DEED Consulting GmbH shall ensure that the work undertaken is carried out with the utmost care and to the best of its ability. In this connection, the customer shall notify DEED Consulting GmbH immediately in writing of any program errors, need for changes and other circumstances indicating the need for maintenance measures.
  2. Errors reported by the client shall be rectified within agreed deadlines. If no deadline has been agreed, the error shall be rectified within a reasonable period of time. If it proves impossible to rectify the error, DEED Consulting GmbH shall offer an alternative solution.
  3. If DEED Consulting GmbH fails to fulfill its obligation to remedy the defect within a reasonable period set by the customer, the customer may demand compensation for the necessary expenses, a reduction in the remuneration or damages in lieu of performance up to the amount of the order value concerned or withdraw from the contract. However, this shall only apply if there is no doubt that there is a clear defect that makes it impossible to use the software.
  4. If the client refuses to inspect the reported defects, the assertion of further warranty claims by the client is excluded. If notified defects can no longer be verified after a joint inspection, the notification of defects and thus also the defect shall be deemed to have been remedied.
  5. The warranty for defects/damage shall be excluded if such defects/damage arise after handover to the customer as a result of incorrect or negligent handling by the customer or its vicarious agents/representatives or its/their disregard of instructions issued by DEED Consulting GmbH or as a result of special external influences outside the area of responsibility of DEED Consulting GmbH.
  6. If the client or third parties make unapproved changes to programs or systems, the warranty is also excluded for these and the resulting consequences.
  7. Properties are not guaranteed by DEED Consulting GmbH.
  1. Claims for damages, irrespective of the legal grounds, shall be excluded to the extent permitted by law, unless DEED Consulting GmbH is guilty of intent or gross negligence or, in the case of slight negligence, the breach of such obligations, the fulfillment of which is essential for the proper performance of the contract (so-called cardinal obligations). In the latter case, liability shall be limited to foreseeable damage typical of the contract.
  2. DEED Consulting GmbH shall be liable without limitation for injury to life, limb or health for which it is responsible. Liability for damages that arise despite the assumption of a guarantee for the quality of the work and liability under the Product Liability Act (ProdHaftG) shall remain unaffected by this.
  1. In the case of merchants within the meaning of the German Commercial Code or legal entities under public law, Düsseldorf is agreed as the place of jurisdiction. The law of the Federal Republic of Germany shall apply exclusively to the existing legal relationship and all legal relationships arising in connection therewith, with the exclusion of German international private law and the UN Convention on Contracts for the International Sale of Goods.
  2. Should individual provisions of these General Terms and Conditions be or become legally invalid or unenforceable, this shall not affect the legal validity of the remaining provisions. In this case, the legally invalid or unenforceable provision shall be replaced by a legally valid or enforceable provision that comes closest to the intended purpose of the legally invalid or unenforceable provision.