Terms and Conditions

GENERAL TERMS AND CONDITIONS (GTC) FOR EVENTS

General terms and conditions of Scalefree International GmbH for events.

§ 1 GENERAL PROVISIONS

The following general terms and conditions of Scalefree International GmbH apply to all services in the framework of events for business owners, consumers, legal persons under public law or special estates under public law (referred to in the following as “customers”). The inclusion of the customer’s general terms and conditions is rejected reserving any expressed written consent.

§ 2 CONCLUSION OF CONTRACT

An event contract first comes into existence when registration is confirmed in writing. This will be done within 14 days after receipt of the registration in text form (by mail, fax, e-mail i.a.). The number of participants is limited. Registrations will be honored in the order in which they are received. If needed the participants’ data will be processed electronically; any such processing is for internal purposes only and only to the extent necessary to execute the contract.

§ 3 TYPE AND SCOPE OF SERVICE

(1) Scalefree International GmbH offers events in our own facilities as well as in facilities to be agreed on with external service providers.

(2) In the case of events open to the public, a minimum of 30 participants are required. The number of participants as a rule may not exceed the number of registered participants. If persons who are not registered are in the room, the event organisator  is authorized in each case to eject these persons from the room and to interrupt or delay the completion of the event until the persons in question leave the room. A person who is provided access to the content of the event by means of remote communication (e.g. Skype), is deemed in this case to be present in the room. During the event, documents and materials can be distributed to the participants to the extent that nothing else is agreed to. The materials are included in the cost of the event.

(3) The organization of travel to the event site and any necessary hotel stays is entirely the responsibility of and at cost to the customer or the participant. In the case of a no-fault no-show or withdrawal of the event, claims to reimbursement are excluded (see also § 9 Liability).

§ 4 DATA PRIVACY

(1) The processing of personal data is carried out in accordance with the applicable data protection regulations (e.g. General Data Protection Regulation (DSGVO)).

(2) We would like to draw your attention to our data protection information. You can find the information about the processing of your personal data for paid events under https://www.scalefree.com/privacy-policy#paid-events

and for free events under https://www.scalefree.com/privacy-policy#webinars-free-events

§ 5 NOTICE OF RIGHT TO WITHDRAW

(1) When concluding a distance selling transaction, consumers have a legal right of withdrawal concerning which Scalefree International GmbH provides the legally required information below. The sample withdrawal form is found in Paragraph (2).

Notice of Right to Withdraw

Right to withdraw 

You have the right to withdraw from this contract within fourteen days without stating any grounds.

The notice period for withdrawal is fourteen days from the date on which the contract is concluded.

In order to exercise your right to withdraw, you must inform us (Scalefree International GmbH, Schützenallee 3, 30519 Hannover, +49 (511) 879 89341, [email protected]) by means of a clear statement (e.g. a letter sent by mail, a fax or an e-mail) of your decision to withdraw from this contract. You may use the sample withdrawal form, but this is not required.

To observe the withdrawal notice period, it suffices that you send the communication of your intent to exercise the right of withdrawal before the withdrawal period expires.

Consequences of withdrawal

If you withdraw from this contract, we must repay you all of the payments that we have received from you including the delivery costs (with the exception of added costs that result from your selecting a different form of delivery than the one we offered as inexpensive standard delivery), without delay and at the latest within fourteen days of the date on which we receive the communication concerning your withdrawal from this contract. We will use the same mode of payment for this repayment that you used in the original transaction unless something different was expressly arranged with you; under no circumstances will you be credited for any compensation with this repayment.

If you requested that the service begin during the withdrawal notice period, you must pay us a reasonable sum that corresponds to the share of the services we already completed through the date on which you notified us of your decision to exercise your right to withdraw with respect to this contract as a percentage of the total services provided for in the contract.

(2) The provider complies with provisions of law by providing you with the following sample withdrawal form:

Sample withdrawal form

(If you want to withdraw from the contract, fill this form out and send it back.)

—To Scalefree International GmbH, Schützenallee 3, 30519 Hannover, +49 (511) 879 89341, [email protected]: 

— I/we (*) hereby withdraw from the contract concluded with me/us(*) 

For the purchase of the following goods (*)/ the performance of the following service (*)

— ordered on (*)/received on (*) 

— Name of the consumer(s) 

— Address of the consumer(s) 

— signature of the consumer(s) (only for paper notifications)

— Date 

(*) mark through the inapplicable option

(3) The right of withdrawal is voided before term if Scalefree International GmbH has completed the service entirely and only began to execute the service after the consumer had given his/their expressed consent and at the same time confirm that he/they/were aware that the right of withdrawal is voided once the contract has been completely fulfilled by Scalefree International GmbH.

§ 6 CANCELLATION

If the customer is not a consumer or if the withdrawal notice period according to § 4 is expired, the following provisions apply (Paragraphs 1 and 2):

(1) The customer can name another participant up to one calendar week before the event. To do this, it is necessary to send a communication to this effect via e-mail to [email protected], fax to +49 (511) 879 89349 or telephone +49 (511) 879 89341.

(2) Cancellations must be communicated at the latest two calendar weeks before the start of the event by means of a communication in text form by e-mail to [email protected], fax to +49 (511) 879 89349 or by letter to Scalefree International GmbH, Schützenallee 3, 30519 Hannover. If this period has already expired, Scalefree International GmbH is entitled to claim a cancellation fee of 30%. The customer is permitted to demonstrate that the cancellation caused lesser or no loss.

(3) Scalefree International GmbH is entitled to cancel (withdraw from) event for a justified reason (e.g. no-fault absence of the presenters, government order, health protection or force majeure) or to relocate them, alternatively hold a webinar and/or name a different date as a substitute.

An important reason exists if

• the required minimum number of participants (30) for the respective event is not reached 14 days prior to the start of the event,
• the respective date has to be cancelled for reasons Scalefree International GmbH is not responsible for. These are in particular, but not exclusively, cases of force majeure (e.g. pandemic) or governmental orders that make a planned realization of the events impossible.

(4) Scalefree International GmbH will notify the customer of any cancellation changes immediately. In the event that it is canceled, any event fees already paid will be immediately reimbursed in accordance with applicable provisions of law under § 346 BGB. The contractual payment obligation is void. § 9 (Liability) applies to any claims to compensation for damages from the customer/participant.

(5) There is no entitlement of the customer to replacement at a later point in time.

(6) The right to extraordinary cancellation for due and sufficient cause remains in effect.

§ 7 INTELLECTUAL PROPERTY

Absent the written consent of Scalefree International GmbH, no parts of presentations, documents or other media that are received by the customer or participant in the framework of participation in the event may be reproduced, edited, disseminated, distributed or used for public presentation. To the extent that documents or other media are used to which third parties have rights, these rights are held by the respective originator or rights holder. The customer and/or the participant receives the non-exclusive and non-transferrable right to use the documents as provided for in the framework of the event and to that purpose only. Deviations from these terms of use require an expressed written agreement.

§ 8 COMPENSATION AND TERMS OF PAYMENT

All prices are net prices plus the legally mandated German VAT. The training fee is due and payable in advance on receipt of the billing statement, immediately and without discounts, in Euro, to the extent that no other agreement is made.

§ 9 LIABILITY

(1) In the event that an event is either canceled or called off for reasons for which Scalefree International GmbH cannot be responsible, especially due to the speakers becoming ill, there is no claim to carrying out the event. Scalefree International GmbH is liable in this case only to immediately inform the customer and participants using one of the means of communication mentioned.

(2) Claims by the customer to compensate for damages are excluded. This excludes claims to compensation for damages brought by the customer for injury to life, limb or health or breach of essential contractual obligations (cardinal obligations) as well as liability for damages arising from intentional or grossly negligent breach of contract by Scalefree International GmbH, its legal representatives or temporary employees. Essential contractual obligations are those whose fulfillment is absolutely necessary to attain the objective of the contract, whose fulfillment is a fundamental precondition to the proper completion of the contract and on whose fulfillment the contract partner may regularly rely.

(3) On breach of essential contractual obligations, Scalefree International GmbH is liable only for the types of damages typical to contracts of this kind and foreseeable at the time the contract was concluded, if they are the result of simple negligence, unless the customer’s claim to compensation for damages derives from injury to life, limb or health.

(4) The limitations of Paragraphs 1, 2 and 3 apply in favor of the legal representatives and temporary employees of Scalefree International GmbH, if claims are asserted against them directly.

(5) The provisions of the Product Liability Act remain in effect. The objection of joint culpability is reserved.

§ 10 SEVERABILITY CLAUSE, REQUIREMENT OF WRITTEN FORM

(1) In the event that individual provisions of the training contract including these General Terms and Conditions prove or become partly or wholly unenforceable or unfeasible, or in the event that the training contract contains unintended loopholes, this will not compromise the enforceability of the remaining provisions. The parties commit to agree on an enforceable and feasible provision in place of the unenforceable, unfeasible or missing provision that will most closely approximate the unenforceable, unfeasible or missing provision with all due consideration for the commercial purpose of the contract. The parties are obligated to confirm such a provision in the required form, at least in writing.

(2) Changes and amendments to this contract must be made in writing; this applies to any change to the requirement of written form as well.

§ 11 APPLICABLE LAW

(1) For all legal relationships between the parties, including these terms and conditions, the law of the Federal Republic of Germany applies excluding the laws concerning the international purchase of moveable goods. This choice of laws applies for consumer contracts, to the extent that the provisions of the ROM-I-Ordinance do not contradict it. The German version of these terms and conditions is the legally binding version. Any translations into other languages are not legally binding.

(2) If the customer is a merchant, legal person under public law or special estate under public law, the sole court of jurisdiction for all legal disputes arising from this contract is Hannover. The same applies if the customer does not have a general court of jurisdiction in Germany or if residence or habitual domicile are not known at the time the complaint is brought. The right to appeal to the court in another jurisdiction remains in effect.

GENERAL TERMS AND CONDITIONS (GTC) FOR TRAININGS

General terms and conditions of Scalefree International GmbH for training courses.

§ 1 GENERAL PROVISIONS

The following general terms and conditions of Scalefree International GmbH apply to all services in the framework of training courses (in-house and public) for business owners, consumers, legal persons under public law or special estates under public law (referred to in the following as “customers”). The inclusion of the customer’s general terms and conditions is rejected reserving any expressed written consent.

§ 2 CONCLUSION OF CONTRACT

A training contract first comes into existence when registration is confirmed in writing. This will be done within 14 days after receipt of the registration in text form (by mail, fax, e-mail i.a.). The number of participants is limited. Registrations will be honored in the order in which they are received. If needed the participants’ data will be processed electronically; any such processing is for internal purposes only and only to the extent necessary to execute the contract.

§ 3 TYPE AND SCOPE OF SERVICE

(1) Scalefree International GmbH offers training courses, especially data-vault-training courses and other IT-training courses (both in-house as well as public) in our own facilities as well as in facilities to be agreed on with the customer.

(2) To the extent that nothing else is agreed on, the training courses will always take place from 9 a.m. to 6 p.m. o’clock. In the case training courses open to the public, a minimum of 8 participants are required. The number of participants as a rule may not exceed the number of registered participants. If persons who are not registered are in the room, the lead trainer is authorized in each case to eject these persons from the room and to interrupt or delay the completion of the training until the persons in question leave the room. A person who is provided access to the content of the training course by means of remote communication (e.g. Skype), is deemed in this case to be present in the room. In the course of the training, training documents and hand-outs will be distributed to the course participants to the extent that nothing else is agreed to. The training documents and hand-outs are included in the cost of the training course. The participants in the training course will receive a personalized certificate of participation.

(3) For training courses that are held in facilities arranged and agreed on with the customer, the customer will make sure that the required infrastructure is on-hand (specifically overhead/LCD projector, whiteboard, flipchart, in each case matching pens).

(4) The organization of travel to the course site and any necessary hotel stays is entire the responsibility of and at cost to the customer or the participant. In the case of a no-fault no-show or withdrawal of the training course, claims to reimbursement are excluded (see also § 9 Liability).

§ 4 DATA PRIVACY

(1) The processing of personal data is carried out in accordance with the applicable data protection regulations (e.g. General Data Protection Regulation (GDPR)).

(2) We would like to draw your attention to our data protection information. You can find the information about the processing of your personal data under https://www.scalefree.com/privacy-policy#trainings

§ 5 DATA DISCLOSURE

(1) With the registration for a Data Vault 2.0 Boot Camp or an Introduction to Data Vault 2.0, first and last name, as well as the email address of the customer are transmitted by Scalefree International GmbH to the Data Vault Alliance (hereinafter referred to as DVA) including account creation for the purpose of providing preparation videos for the planned training. As a result, the customer receives an invitation to the platform via email and is encouraged to watch these videos to prepare for the training.

For more information, please check our privacy policy.

§ 6 NOTICE OF RIGHT TO WITHDRAW

(1) When concluding a distance selling transaction, consumers have a legal right of withdrawal concerning which Scalefree International GmbH provides the legally required information below. The sample withdrawal form is found in Paragraph (2).

Notice of Right to Withdraw

Right to withdraw

You have the right to withdraw from this contract within fourteen days without stating any grounds.

The notice period for withdrawal is fourteen days from the date on which the contract is concluded.

In order to exercise your right to withdraw, you must inform us (Scalefree International GmbH, Schützenallee 3, 30519 Hannover, +49 (511) 879 89341, [email protected]) by means of a clear statement (e.g. a letter sent by mail, a fax or an e-mail) of your decision to withdraw from this contract. You may use the sample withdrawal form, but this is not required. 

To observe the withdrawal notice period, it suffices that you send the communication of your intent to exercise the right of withdrawal before the withdrawal period expires. 

Consequences of withdrawal

If you withdraw from this contract, we must repay you all of the payments that we have received from you including the delivery costs (with the exception of added costs that result from your selecting a different form of delivery than the one we offered as inexpensive standard delivery), without delay and at the latest within fourteen days of the date on which we receive the communication concerning your withdrawal from this contract. We will use the same mode of payment for this repayment that you used in the original transaction unless something different was expressly arranged with you; under no circumstances will you be credited for any compensation with this repayment.

If you requested that the service begin during the withdrawal notice period, you must pay us a reasonable sum that corresponds to the share of the services we already completed through the date on which you notified us of your decision to exercise your right to withdraw with respect to this contract as a percentage of the total services provided for in the contract.

(2) The provider complies with provisions of law by providing you with the following sample withdrawal form:

Sample withdrawal form

(If you want to withdraw from the contract, fill this form out and send it back.)

—To Scalefree International GmbH, Schützenallee 3, 30519 Hannover, +49 (511) 879 89341, [email protected]: 

— I/we (*) hereby withdraw from the contract concluded with me/us(*)

For the purchase of the following goods (*)/ the performance of the following service (*)

— ordered on (*)/received on (*)

— Name of the consumer(s)

— Address of the consumer(s)

— signature of the consumer(s) (only for paper notifications)

— Date

(*) mark through the inapplicable option

(3) The right of withdrawal is voided before term if Scalefree International GmbH has completed the service entirely and only began to execute the service after the consumer had given his/their expressed consent and at the same time confirm that he/they/were aware that the right of withdrawal is voided once the contract has been completely fulfilled by Scalefree International GmbH.

§ 7 CANCELLATION

If the customer is not a consumer or if the withdrawal notice period according to § 5 is expired, the following provisions apply:

(1) The customer who cancels their registration 21 or more business days prior to the start of the scheduled training course and has not accessed the Day 1 introductory videos on DVA will be offered rescheduling to a later training or a full refund of the course fee less processing fees.

(2) Customers who cancel their registration more than 14 but less than 21 days prior to the start of the course and have not accessed the Day 1 introductory videos on DVA will be offered a 50% refund of the course fee, less processing fees.

(3) No refunds will be available for customers who (a) cancel their registration within 14 days prior to the start of the course, or (b) have already accessed the Day 1 introductory videos on the DVA, or (c) have the course materials for which Scalefree has a delivery receipt sent to them, or (d) do not attend the course.

(4) The customer can name a different participant for the training course through the first day of the training course. To do this, it is necessary to send a communication to this effect via e-mail to [email protected], fax to +49 (511) 879 89349 or telephone +49 (511) 879 89341.

(5) The customer is permitted to demonstrate that the cancellation caused lesser or no loss.

(6) Scalefree International GmbH is entitled to cancel (withdraw from) training courses for a justified reason (e.g. no-fault absence of the trainer/presenter especially in cases of illness or too few registered participants, i.e. fewer than 8 participants for public training courses, force majeure) or to re-locate them and/or name a different date as a substitute. Scalefree International GmbH will notify the customer of any cancellation changes immediately. In the event that it is cancelled, any training fees already paid will be immediately reimbursed in accord with applicable provisions of law under § 346 BGB. The contractual payment obligation is void. § 9 (Liability) applies to any claims to compensation for damages from the customer/participant.

(7) In the event that the number of participants in an in-house training course exceeds the number of registered participants, the trainer in each case has the right to exercise the provisions under § 3 Para. 2 of these GTCs; and if the interruption or delay makes it likely impossible to complete the training course in the time provided for it, Scalefree International GmbH and the trainer are entitled to halt the execution of the training course and terminate the contractual relationship without notice. The customer has no claim to a make-up course at a later date. In the event of such a termination, Scalefree International GmbH is entitled to demand a reasonable compensation for the preparation for the training course and any portions of training already completed.

(8) The right to extraordinary cancellation for due and sufficient cause remains in effect.

§ 8 INTELLECTUAL PROPERTY

Absent the written consent of Scalefree International GmbH, no parts of documents or other media that are received by the customer or participant in the framework of participation in the training course may be reproduced, edited, disseminated, distributed or used for public presentation. To the extent that documents or other media are used to which third parties have rights, these rights are held by the respective originator or rights holder. The customer and/or the participant receives the non-exclusive and non-transferrable right to use the documents as provided for in the framework of the training course and to that purpose only. Deviations from these terms of use require an expressed written agreement.

§ 9 COMPENSATION AND TERMS OF PAYMENT

All prices are net prices plus the legally mandated German VAT. The training fee is due and payable in advance on receipt of the billing statement, immediately and without discounts, in Euro, to the extent that no other agreement is made. Billing for in-house training courses is completed based on the number of registered participants and/or the agreement. If the number of actual participants falls below the number of registered participants, this does not result in any reduction or reimbursement of the training fees. If the number of actual participants exceeds the number of registered participants, § 3 (2) and § 6 (4) of these GTCs apply, to the extent that no agreement can be reached on an increase in the training fee.

§ 10 LIABILITY

(1) In the event that a training course is either cancelled or called off for reasons for which Scalefree International GmbH cannot be responsible, especially due to a trainer becoming ill, there is no claim to carrying out the training course. Scalefree International GmbH is liable in this case only to immediately inform the customer and participants using one of the means of communication mentioned.

(2) Claims by the customer to compensation for damages are excluded. This excludes claims to compensation for damages brought by the customer for injury to life, limb or health or breach of essential contractual obligations (cardinal obligations) as well as liability for damages arising from intentional or grossly negligent breach of contract by Scalefree International GmbH, its legal representatives or temporary employees. Essential contractual obligations are those whose fulfilment is absolutely necessary to attain the objective of the contract, whose fulfilment is a fundamental precondition to the proper completion of the contract and on whose fulfilment the contract partner may regularly rely.

(3) On breach of essential contractual obligations, Scalefree International GmbH is liable only for the types of damages typical to contracts of this kind and foreseeable at the time the contract was concluded, if they are the result of simple negligence, unless the customer’s claim to compensation for damages derives from injury to life, limb or health.

(4) The limitations of Paragraphs 1, 2 and 3 apply in favor of the legal representatives and temporary employees of Scalefree International GmbH, if claims are asserted against them directly.

(5) The provisions of the Product Liability Act remain in effect. The objection of joint culpability is reserved.

§ 11 SEVERABILITY CLAUSE, REQUIREMENT OF WRITTEN FORM

(1) In the event that individual provisions of the training contract including these General Terms and Conditions prove or become partly or wholly unenforceable or unfeasible, or in the event that the training contract contains unintended loopholes, this will not compromise the enforceability of the remaining provisions. The parties commit to agree on an enforceable and feasible provision in place of the unenforceable, unfeasible or missing provision that will most closely approximate the unenforceable, unfeasible or missing provision with all due consideration for the commercial purpose of the contract. The parties are obligated to confirm such a provision in the required form, at least in writing.

(2) Changes and amendments to this contract must be made in writing; this applies to any change to the requirement of written form as well.

§ 12 APPLICABLE LAW

(1) For all legal relationships between the parties, including these terms and conditions, the law of the Federal Republic of Germany applies excluding the laws concerning the international purchase of moveable goods. This choice of laws applies for consumer contracts, to the extent that the provisions of the ROM-I-Ordinance do not contradict it. The German version of these terms and conditions is the legally binding version. Any translations into other languages are not legally binding.

(2) If the customer is a merchant, legal person under public law or special estate under public law, the sole court of jurisdiction for all legal disputes arising from this contract is Hannover. The same applies if the customer does not have a general court of jurisdiction in Germany or if residence or habitual domicile are not known at the time the complaint is brought. The right to appeal to the court in another jurisdiction remains in effect.

GENERAL TERMS AND CONDITIONS (GTC) FOR CONSULTING

General Terms and Conditions of Scalefree International GmbH for consulting services.

§ 1 GENERAL PROVISIONS

1. The following General Terms and Conditions of Scalefree International GmbH (hereinafter referred to as “Contractor”) apply to all consulting services provided to entrepreneurs, legal entities under public law or special funds under public law (hereinafter referred to as “Client”) on the basis of the conclusion of a contract within the meaning of para. 2 or an individual project contract to be concluded separately.
2. A contract is concluded between the parties when the Client accepts an offer submitted by the Contractor. The offer may be accepted expressly in text form, by sending the countersigned offer to the Contractor or by implication. Implied acceptance shall be deemed to have taken place at the latest when the Contractor makes use of the services defined in the offer.

§ 2 TYPE AND SCOPE OF SERVICE

1. The object of performance is the provision of the services described within contracts within the meaning of § 1 (2) by the Contractor for the Client. Insofar as provisions of the contract deviate from these General Terms and Conditions, the provisions of the contract shall take precedence.
2. Changes, additions or extensions to the tasks within the respective project must be agreed separately. Subject to proof to the contrary, a written agreement shall be decisive for the content of such agreements.

§ 3 IMPLEMENTATION OF THE SERVICES

1. The services to be provided within the scope of the respective project, the period within which and the place at which the services are to be provided shall be regulated in the contract concluded between the parties.
2. Unless the place and period of performance of the service is not necessary in the individual case, the Contractor is generally free to choose the place and period of performance of the service. In this respect, the Contractor shall be solely responsible for coordinating the personnel deployed.
3. The time required for the provision of the services shall be estimated by the Contractor and recorded without obligation in the contract concluded between the parties. Should the Contractor determine in the course of the provision of services that the estimated time required will probably be exceeded, it shall inform the Client accordingly. The Client shall immediately decide on how to proceed and inform the Contractor in writing.
4. The Contractor shall be entitled to assume that the information, data and documents provided by the Client regarding the project to be carried out and the status thereof are correct and complete. Unless otherwise expressly agreed between the parties, the Contractor shall not be obliged to determine the accuracy and completeness by means of a detailed review of all information and documents and a comparison with the actual circumstances. If the information provided by the Client subsequently turns out to be incorrect, the Client cannot derive any claims against the Contractor for any consequences.
5. For the duration of the respective project, the Client shall provide a contact person (Project Manager) who is authorized to make the necessary declarations for the Client as part of the performance of the contract. The Contractor authorizes its designated Project Manager to make the corresponding declarations on behalf of the Contractor.

§ 4 SERVICES AND WORK PERFORMANCES

1. The Contractor generally owes the provision of the consulting services agreed in the contract, but not a specific result.
2. Insofar as success is owed in exceptional cases, the client is obliged to accept work performed in accordance with the contract. Acceptance shall be carried out by the authorized project manager designated by the client or another authorized person. The work shall also be deemed to have been accepted if the Contractor has set the Client a reasonable deadline for acceptance of at least 14 (fourteen) days and the Client has not refused acceptance in writing and within the deadline, specifically naming a defect. Acceptance may not be refused due to insignificant defects.
3. The Contractor shall submit a time sheet to the Client for approval by signature at the end of each calendar month. The parties agree that the time sheet shall serve as proof of the hours worked by the Contractor. The Client shall be obliged to sign the time sheet within 14 (fourteen) days of submission of the document or to notify the Contractor of any errors. If the Client does not make a complaint within the set period of 30 (thirty), stating the specific error, the time sheet shall be deemed correct and approved by the Client.

§ 5 PERSONS DEPLOYED

1. The Contractor shall provide the services required for the purpose of fulfilling the contract signed between the parties by employing persons economically associated with it (employees of the Contractor, freelancers or subcontractors). The parties agree that temporary employment is not intended.
2. The Contractor shall be solely responsible for selecting the persons deployed by the Contractor. The Contractor shall ensure that the persons deployed have the necessary qualifications to provide the service. In individual cases, however, the Client may reject the persons deployed by the Contractor, in particular if there are reasonable doubts about their professional qualifications.
3. The Contractor shall ensure through its own checks that the persons deployed provide the services to be rendered in accordance with the provisions of the contract concluded between the parties and these General Terms and Conditions.
4. The Contractor shall name those employees who are to be deployed for the implementation of the project in accordance with the specifications of the respective contract. The Client must be notified if persons other than those named are to be employed.
5. The Contractor shall appoint a contact person (“Project Manager”) for each project as a permanent reference person for all matters relating to the project on the part of the Client. If at least two persons are involved, the Contractor shall also appoint a substitute Project Manager. The Client must be notified of any change in the persons responsible.
6. The employees deployed by the Contractor to fulfill its contractual obligations shall be subject exclusively to the Contractor’s right to issue instructions. The Client shall only contact the Contractor or the Project Manager(s) appointed by the Contractor.

§ 6 COMPENSATION AND PAYMENT TERMS

1. The compensation owed by the client shall be agreed in the respective contract. Only services provided shall be compensated. The net prices shown shall be owed in addition to the applicable VAT.
2. If the services of a project significantly exceed the contractually agreed or planned scope, the Contractor shall be entitled to demand compensation in excess of the agreed or planned scope. A significant overrun shall be assumed in any case if the agreed or planned scope is exceeded by more than 20 (twenty) %.
3. Unless otherwise agreed, payment shall be made within 30 (thirty) days of invoicing without deduction and in euros.
4. Late payment interest shall be charged at a rate of 9 (nine) percentage points above the respective base interest rate p.a.
5. If the Client is in arrears with the payment of an invoice, the Contractor shall be entitled, after the expiry of a reasonable grace period of at least 14 (fourteen) days, to refuse to provide a part of a service agreed in the contract that has not yet been provided until the Contractor has paid the invoice or to terminate the project.

§ 7 DURATION, TERMINATION

1. The contractual relationship shall commence if the client has expressly or impliedly accepted the offer contained in the sending of these General Terms and Conditions, at the latest with the mutually agreed performance of the services specified in the offer, and shall run for an indefinite period, unless otherwise agreed.
2. Unless otherwise agreed, both parties are permitted to terminate the signed contract at the end of each calendar month subject to a notice period of 30 (thirty) days. Notice of termination must be given in writing.
3. The Client is obliged to pay for consultancy services already provided. The remuneration owed shall be appropriate and commensurate with the services already provided. If remuneration has been agreed on the basis of hourly or daily rates, full remuneration shall be owed for the hours or days already worked.
4. The right to extraordinary termination for important reasons remains unaffected.

§ 8 LIABILITY

1. The Contractor shall be liable in the event of intent and gross negligence in accordance with the statutory provisions. Damage caused by slight negligence shall only be compensated if it is a breach of a material contractual obligation. The essential obligations in the implementation of a project are set out in the contract on which these General Terms and Conditions are based.
2. In cases of slightly negligent breaches of a material contractual obligation, the amount of liability shall be limited to the typical damage for comparable orders of this type that was foreseeable at the time the order was placed or at the latest when the breach of duty was committed, but at most to the amount of the order value.
3. The Contractor shall not be liable for decisions of the Client that are based on the Contractor’s recommendations or serve to implement them.
4. Claims for damages under the Product Liability Act and for damages resulting from injury to life, limb or health remain unaffected by the above limitation of liability.
5. Liability for any loss of or damage to data is limited to the effort that would be required to restore the data from the backed-up data material if the data had been properly backed up.
6. The above limitations of liability shall also apply in favor of the persons employed by the Contractor.
7. The Client’s warranty claims shall be in accordance with the relevant statutory provisions.

§ 9 CONFIDENTIALITY AND DATA PROTECTION

1. Unless otherwise provided for in paragraph 3 below, all information exchanged between the parties shall be treated confidentially and shall not be disclosed to third parties as defined in paragraph (4). Confidential information in this sense, irrespective of the medium in which it is contained, includes in particular business secrets in accordance with the GeschGehG, products, manufacturing processes, know-how, business secrets, personal data, customer data, employee data, business relationships, business strategies, business plans, financial planning and personnel matters.
2. The Client commits to,
   1. disclose confidential information only to those persons (e.g. employees or contractors) employed by him to achieve the purpose pursued with the data transfer who are dependent on knowledge of this information in this respect, provided that the Client ensures that these persons also comply with the obligations arising from this agreement as if they themselves were bound by it.
   2. not to make any copies or reproductions of the confidential information except to the extent reasonably necessary to achieve the purpose of the disclosure. Reproductions and copies shall also be treated confidentially.
   3. also protect the confidential information against unauthorized access by third parties by means of appropriate confidentiality measures and to comply with the statutory and contractual provisions on data protection, in particular the GDPR, when processing the confidential information. This also includes technical security measures adapted to the current state of the art (Art. 32 GDPR) and the obligation of employees to maintain confidentiality and comply with data protection (Art. 28 para. 3 lit. b GDPR).
   4. not to commercially exploit or imitate the confidential information itself in any way outside the purpose pursued with the data transfer or to exploit it or have it imitated by third parties and in particular not to apply for any industrial property rights – such as trademarks, designs, patents or utility models – on the confidential information.
   5. to treat confidential information as strictly confidential and with the necessary care
   6. to use confidential information only for the purpose provided for in this agreement.
3. Confidential information within the meaning of § 1 paragraph 1 of this agreement shall not include information in respect of which the party that received the information in question can prove
   1. that the confidential information is publicly known at the time of disclosure and that this circumstance is not due to its misconduct;
   2. that the confidential information came to its knowledge by means other than through the other contracting party or its affiliated companies within the meaning of Sections 15 et seq. AktG, without a direct or indirect breach of a duty of confidentiality towards the latter and that it was lawful to disclose this information;
   3. that it obtained the confidential information independently and without breaching this confidentiality agreement.
4. “Third parties” within the meaning of this agreement are all persons and companies who
   1. are not party to this agreement or;
   2. affiliated companies within the meaning of §§ 15 et seq. AktG of the parties, their board members, employees and consultants or;
   3. members of the governing bodies, employees and consultants of a contracting party who are not involved in the project within the meaning of the preamble (need-to-know principle).
5. The parties may authorize each other to disclose Confidential Information to third parties by prior written consent.
6. Each contracting party is exceptionally entitled to disclose confidential information if it is obliged to do so by law or official order, has informed the other party in writing of the intended disclosure and has taken the reasonable precautions provided for by law to minimize the extent of the disclosure.
7. Each contracting party shall only make confidential information accessible to its employees or consultants to the extent that this is necessary in accordance with the contractual purpose of this agreement.
8. The obligation not to disclose or otherwise use confidential information shall end 5 (five) years after termination of the contractual relationship between the parties.

§ 10 USE OF CONFIDENTIAL INFORMATION; PROPERTY AND INTELLECTUAL PROPERTY RIGHTS

1. Neither party shall exploit confidential information of the other party or otherwise use it commercially for itself. In particular, the parties shall not use the information obtained in any way for programming, development, further development, improvement of their own or third-party software solutions, devices, products, for their own training or consulting activities or similar. This applies regardless of whether such actions are carried out by the parties themselves or by third parties.
2. It is understood that neither party acquires ownership or other rights of use to the confidential information of the other party on the basis of this agreement or otherwise due to implied behavior.
3. Nothing in this agreement shall be construed as granting or conferring any rights in favor of the other party by license or otherwise with respect to any patent rights, copyrights, trade secrets or other intellectual property rights, nor does this agreement grant any rights to the other party with respect to the Confidential Information, except for the use of the Confidential Information as set forth in this agreement.
4. The parties are also not obliged to make confidential information available to each other.

§ 11 RETURN AND DESTRUCTION OF CONFIDENTIAL INFORMATION

1. At the written request of the other party, the parties shall promptly return or destroy all physical and/or electronic reproductions and copies of Confidential Information, including specially prepared materials containing or revealing Confidential Information (regardless of the medium on which they are embodied), at the option of the other party, and promptly confirm in writing the complete return or destruction to the other party.
2. Applicable statutory retention obligations shall only conflict with this if they are mandatory. Rights of retention (on whatever legal grounds) are excluded.

§ 12 NON-SOLICITATION REGULATION

1. In order to protect the Contractor from disloyal exploitation of knowledge gained in the course of the Client’s cooperation with the Contractor, the Client undertakes not to entice away any employees of the Contractor who have become active in the performance of the Contractor’s obligations under the concluded contract during the term of the contract and for a period of 6 (six) months after the end of the contractual cooperation. For each case of a breach of the provision in sentence 1, the Client shall pay the Contractor a contractual penalty in the amount of 2 (two) gross annual salaries of the employee concerned.
2. Paragraph 1 shall apply accordingly to freelancers and subcontractors of the Contractor who have been engaged to fulfill the Contractor’s obligations under the concluded contract.

§ 13 PARTIAL INVALIDITY, WRITTEN FORM

1. In the event that individual provisions of these General Terms and Conditions are or become invalid or unenforceable in whole or in part, or in the event that the provisions contain unintended omissions, this shall not affect the validity of the remaining provisions. The parties undertake to replace the invalid, unenforceable or missing provision with a valid and enforceable provision that comes as close as possible to the invalid, unenforceable or missing provision, taking into account the economic purpose of the contract. The parties are obliged to confirm such a provision in the appropriate form, but at least in writing.
2. All agreements made between the parties for the purpose of implementing the contract are set out in writing in the contract concluded between the parties or in these General Terms and Conditions.
3. The parties agree that the written form requirement for contracts is met if the corresponding declaration is sent by e-mail or fax to the contact addresses/numbers specified in the contract. This does not apply to the written form requirement for the termination of concluded contracts.
4. Insofar as agreements have been made between the parties in the past, these shall be replaced in full, including any General Terms and Conditions, by these General Terms and Conditions. The client’s General Terms and Conditions shall not apply unless the parties expressly agree otherwise within the framework of a contract.

§ 14 APPLICABLE LAW AND PLACE OF JURISDICTION

1. This agreement is subject to the law of the Federal Republic of Germany to the exclusion of the laws on the international purchase of movable goods. The German version of these provisions shall be the legally binding version. Any translations of the provisions into another language are not legally binding.
2. if the customer is a merchant, a legal entity under public law or a special fund under public law, the exclusive place of jurisdiction for all disputes arising from or in connection with these provisions shall be Hanover (Germany). This also applies if
   1. the contractor has no general place of jurisdiction in Germany or;
   2. the Contractor has moved his domicile or usual place of residence outside the Federal Republic of Germany after conclusion of the contract or the domicile or usual place of residence is not known at the time the action is brought.