Terms and Conditions
This English translation is provided for convenience. The German version is legally authoritative.
§ 1 Scope
(1) These general terms and conditions (GTC) apply to all contracts between tech reform GmbH, Niederurseler Allee 8-10, 65760 Eschborn (hereinafter the "Provider") and the customer for the provision of IT consulting services, managed services and software-as-a-service (SaaS).
(2) These GTC are addressed exclusively to entrepreneurs within the meaning of §14 BGB (German Civil Code), legal entities under public law and special funds under public law.
(3) Conflicting or deviating terms of the customer are only recognised if the Provider has expressly agreed to them in writing.
§ 2 Services
(1) The nature and scope of the services result from the respective offer, service description or individual contract (together the "Contract").
(2) The Provider provides in particular the following service categories:
- IT consulting — strategic and operational consulting on IT governance, compliance and process optimisation.
- Managed compliance — ongoing operation and monitoring of regulatory requirements.
- Sovereign datacenters — planning, construction and operation of data centre infrastructure with German data sovereignty.
- ProcesOS (SaaS) — provision of the ProcesOS platform as software-as-a-service for collaborative process governance.
(3) The Provider is entitled to have partial services rendered by qualified third parties but remains responsible towards the customer.
§ 3 Conclusion of contract
(1) Offers by the Provider are subject to change and non-binding unless expressly marked as binding.
(2) A contract is concluded through written order confirmation by the Provider or through actual performance of services.
§ 4 Customer's duties to cooperate
(1) The customer shall provide the Provider with all documents, data and information required for the performance of services in good time and free of charge.
(2) The customer shall designate a knowledgeable contact person authorised to receive declarations and grant approvals.
(3) Delays attributable to insufficient cooperation by the customer are not at the Provider's expense. Resulting additional expenses will be remunerated on a time-and-materials basis.
§ 5 Remuneration and payment terms
(1) Remuneration is governed by the respective Contract. Unless otherwise agreed, the Provider's prices valid at the time of conclusion of the Contract apply.
(2) All prices are exclusive of the applicable statutory value-added tax.
(3) Invoices are due for payment without deduction within 14 days of the invoice date, unless otherwise agreed.
(4) For ongoing services (managed services, SaaS), billing takes place monthly in advance, unless otherwise agreed.
§ 6 Special SaaS provisions (ProcesOS)
(1) For the use of the ProcesOS platform, the Provider grants the customer a non-exclusive, non-transferable right of use for the term of the Contract.
(2) The Provider aims for an availability of the SaaS platform of 99.5% on a monthly average (measured against operating hours, excluding planned maintenance windows). More extensive availability commitments require a separate service level agreement (SLA).
(3) The Provider performs regular data backups. Responsibility for the content of the entered data lies with the customer.
(4) After the end of the Contract, customer data will be made available in a common format within 30 days and subsequently deleted, unless statutory retention obligations apply.
§ 7 Data protection and confidentiality
(1) The Provider processes personal data on behalf of the customer exclusively in accordance with the GDPR. Where required, the parties conclude a data processing agreement (DPA) pursuant to Art. 28 GDPR.
(2) Both parties undertake to treat all confidential information that becomes known to them in the course of the cooperation as confidential. This obligation continues after the end of the Contract.
(3) Data processing generally takes place on infrastructure within Germany (netcup data centres). A transfer to third countries only takes place if expressly agreed in the Contract and secured by suitable guarantees (e.g. standard contractual clauses).
§ 8 Warranty and liability
(1) The customer must report defects in the services in writing without undue delay after becoming aware of them. The Provider will remedy reported defects within a reasonable period.
(2) The Provider is liable without limitation for damages arising from injury to life, body or health as well as for damages caused intentionally or by gross negligence.
(3) In the event of a slightly negligent breach of essential contractual obligations (cardinal obligations), liability is limited to the foreseeable damage typical for the contract. Otherwise, liability for slight negligence is excluded.
(4) Liability under the German Product Liability Act remains unaffected.
§ 9 Contract term and termination
(1) Project contracts (consulting, implementation) end upon acceptance of the agreed service, unless an end date has been agreed.
(2) Continuing obligations (managed services, SaaS) have a minimum term as per the individual contract. They are automatically extended by one further year in each case unless terminated in writing with three months' notice to the end of the term, unless the individual contract provides otherwise.
(3) The right to extraordinary termination for good cause remains unaffected.
§ 10 Intellectual property
(1) All rights to the software, documentation, methods and tools developed by the Provider remain with the Provider, unless expressly agreed otherwise.
(2) Upon full payment, the customer receives a simple, perpetual right of use to work results created individually for them (reports, concepts, configurations).
§ 11 Final provisions
(1) The law of the Federal Republic of Germany applies, excluding the UN Convention on Contracts for the International Sale of Goods (CISG).
(2) The place of jurisdiction for all disputes arising from or in connection with this Contract is Frankfurt am Main, provided the customer is a merchant, a legal entity under public law or a special fund under public law.
(3) Should individual provisions of these GTC be invalid, the validity of the remaining provisions remains unaffected. The invalid provision shall be replaced by a provision that comes closest to the economic purpose of the invalid provision.
(4) Amendments and additions to these GTC must be made in writing. This also applies to any amendment of this written-form clause.