Terms and Conditions

General Terms and Conditions

General Terms and Conditions of Scalefree International GmbH for datavault4dbt.

§ 1 GENERAL PROVISIONS

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.
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

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.
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

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.
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.
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.
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.
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

The Contractor generally owes the provision of the consulting services agreed in the contract, but not a specific result.
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.
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

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.
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.
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.
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.
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.
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

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.
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) %.
Unless otherwise agreed, payment shall be made within 30 (thirty) days of invoicing without deduction and in euros.
Late payment interest shall be charged at a rate of 9 (nine) percentage points above the respective base interest rate p.a.
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

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.
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.
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.
The right to extraordinary termination for important reasons remains unaffected.

§ 8 LIABILITY

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.
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.
The Contractor shall not be liable for decisions of the Client that are based on the Contractor’s recommendations or serve to implement them.
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.
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.
The above limitations of liability shall also apply in favor of the persons employed by the Contractor.
The Client’s warranty claims shall be in accordance with the relevant statutory provisions.

§ 9 CONFIDENTIALITY AND DATA PROTECTION

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.
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.
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.
“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).
The parties may authorize each other to disclose Confidential Information to third parties by prior written consent.
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.
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.
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

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.
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.
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.
The parties are also not obliged to make confidential information available to each other.

§ 11 RETURN AND DESTRUCTION OF CONFIDENTIAL INFORMATION

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.
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

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.
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

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.
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.
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.
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

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.
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.