General Terms and Conditions (GTC)
of Done Data Solutions GmbH, Altmarkt 10 B, 01067 Dresden, Germany
1. Scope of Application
1.1 These General Terms and Conditions (GTC) apply to all contracts between Done Data Solutions GmbH (hereinafter "Contractor") and its commercial customers (hereinafter "Client") concerning the development of custom software, project-based IT services, support, hosting, maintenance, and related services.
1.2 Deviating, conflicting, or supplementary terms and conditions of the Client shall not become part of the contract unless expressly agreed in writing by the Contractor.
2. Subject of the Agreement
2.1 The Contractor provides project-based services in the field of software development and related IT services on behalf of the Client.
2.2 Type, scope, duration, and remuneration of the services are set forth in an individual contract, offer, or specification document (e.g., Statement of Work).
3. Performance of Services
3.1 The Contractor shall perform the services with due care and in accordance with the current state of the art.
3.2 Unless otherwise agreed, the Contractor is free to choose the place of performance (e.g., remote work) and the resources used.
3.3 The Contractor may engage subcontractors to perform the services, provided there are no legitimate interests of the Client opposing such use.
4. Client’s Duties to Cooperate
4.1 The Client shall provide all information, data, accesses, and cooperation necessary for the performance of the contract free of charge and in a timely manner.
4.2 If the Client fails to meet its obligations, agreed deadlines shall be extended accordingly. Any additional costs resulting from such failure shall be borne by the Client.
5. Changes to the Scope of Services
5.1 Change requests from the Client after conclusion of the contract require the written approval of the Contractor.
5.2 The Contractor shall review the feasibility, costs, and time implications of the request and provide a change proposal.
5.3 The change becomes binding only upon written acceptance by the Client.
6. Remuneration and Payment Terms
6.1 Services are invoiced either on a fixed-price basis or based on time and materials, as agreed in the individual contract.
6.2 All prices are quoted exclusive of applicable VAT.
6.3 Invoices are due within 14 days from the date of issue, without deduction.
6.4 Statutory interest on arrears shall apply in the event of delayed payment.
6.5 In the event of payment default, the Contractor is entitled to suspend further services.
7. Usage Rights and Source Code
7.1 Upon full payment, the Client receives a non-exclusive, non-transferable, and non-sublicensable right to use the delivered software within the contractually agreed scope.
7.2 The source code will only be provided if expressly agreed in the individual contract.
7.3 The Contractor retains all rights to proprietary tools, libraries, templates, and components used in the project but not specifically developed for the Client.
8. Open Source Components
8.1 Open-source components used in the development process are subject to the license terms of their respective rights holders.
8.2 The Client agrees to comply with such license terms. The Contractor shall inform the Client of the components used and their licenses upon request.
9. Acceptance
9.1 Upon completion, the Contractor shall make the deliverables available for acceptance.
9.2 If the Client does not issue a written complaint or uses the software productively within 14 business days, acceptance is deemed to have occurred.
9.3 In the event of justified complaints, the Contractor shall remedy the defects within a reasonable time.
10. Support, Maintenance, and Updates
10.1 Support, maintenance, and update services are provided only if explicitly agreed in a separate contract.
10.2 In the absence of such an agreement, the Contractor is not obliged to provide follow-up services.
11. Hosting and Operation
11.1 Hosting, infrastructure, and operation may be provided either by the Contractor or the Client, as agreed.
11.2 If hosting is provided by the Contractor, specific service level agreements (SLAs) may apply where agreed.
11.3 The Contractor assumes no liability for availability, security, or performance if hosting is performed by the Client or third parties.
12. Liability
12.1 The Contractor shall be liable without limitation for damages caused intentionally or by gross negligence.
12.2 In the event of slight negligence, the Contractor shall only be liable for the breach of material contractual obligations (cardinal duties), limited to typical foreseeable damages.
12.3 Liability for lost profits, loss of data, or indirect damages is excluded, unless mandatory statutory liability applies (e.g., product liability, injury to life, body, or health).
13. Confidentiality
13.1 Both parties agree to keep confidential all information obtained during the course of cooperation.
13.2 This obligation remains in effect beyond the termination of the contract.
14. Data Protection
14.1 If the Contractor processes personal data on behalf of the Client, such processing shall be governed by a data processing agreement in accordance with Article 28 GDPR.
14.2 Both parties agree to comply with applicable data protection regulations.
15. Jurisdiction, Language, Governing Law
15.1 German law shall apply exclusively, excluding the UN Convention on Contracts for the International Sale of Goods (CISG).
15.2 The exclusive place of jurisdiction is Dresden, Germany, where legally permissible.
15.3 The contractual and interpretation language is German. An English version may be provided for convenience; in the event of dispute, the German version shall prevail.
16. Final Provisions
16.1 Amendments or supplements to these GTC must be made in writing.
16.2 Should any provision of these GTC be or become invalid, the validity of the remaining provisions shall remain unaffected. The invalid provision shall be replaced by a valid one that comes closest to its economic intent.
Agentur
Rechtliches
Kontakt
Conference Online Inc.
123 Conference Lane, Proper City, 90210
contact@digitalpro.deutsch
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