General Terms and Conditions (AGB) 

1. Scope of application
1.1 These General Terms and Conditions (GTC) shall apply to all contracts between consultens Professional Services GmbH and its customers relating to IT services and/or software products.
1.2 Deviating, conflicting or supplementary terms and conditions of the customer shall only be binding if they are expressly recognized in writing by consultens Professional Services GmbH.

2. Conclusion of contract and description of services
2.1 The contract shall be concluded upon the customer's acceptance of consultens Professional Services GmbH's non-binding offer, but at the latest upon delivery or provision of the service.
2.2 The services and products of consultens Professional Services GmbH are described in the contract or in the non-binding offer. The services shall be delivered and/or provided in accordance with the agreed conditions.
 

3. IT services
3.1 consultens Professional Services GmbH shall provide IT services as specified in the respective contract or in the non-binding offer. These may include, for example, IT consulting, software development, system integration, support or maintenance services.
3.2 The customer undertakes to provide all information, documents and resources required for the provision of the service in good time.
3.3 The performance deadlines are only binding if they are expressly stated in the non-binding offer or in the contract. Changes or delays that are beyond the control of consultens Professional Services GmbH (e.g. force majeure, unforeseen technical problems) shall extend the deadlines accordingly.
 

4. Software products
4.1 consultens Professional Services GmbH sells software products that are offered either as standard software or customized software solutions.
4.2 The purchase of software products exclusively includes the right to use the software in accordance with the terms and conditions set out in the non-binding offer or in the license agreement.
4.3 The software is supplied in the version available at the time of purchase. During the term of the contract, consultens Professional Services GmbH shall be obliged to provide updates and later versions of the software if this has been agreed in the non-binding offer or in the contract.
 

5. Licensing of software
5.1 If software products are licensed by consultens Professional Services GmbH, consultens Professional Services GmbH grants the customer a non-exclusive, non-transferable, time-limited right to use the software in accordance with the respective license agreement and the non-binding offer.
5.2 The customer shall not be entitled to reproduce, rent, lease or pass on the software unless this is expressly permitted in a license agreement.
5.3 Modifications or adaptations of the software by the customer shall only be permitted with the prior written consent of consultens Professional Services GmbH.
 

6. Prices and terms of payment
6.1 All prices are subject to the applicable statutory value added tax.
6.2 The prices for services and software products are specified in the respective contract or in the non-binding offer.
6.3 Payments for services and software products shall be made as follows, unless otherwise agreed:

Software and hardware: Billing takes place upon provision or delivery. 

Service / Maintenance / Standby: Billing takes place before the service begins. 

Services: Invoicing takes place monthly according to project progress.  

The services offered are neither contractual services nor services at a fixed price, but services on a time and material basis. 

Seminars and training courses: Invoicing takes place after the start of the event.  

Training or service days still to be provided will be invoiced no later than 6 months after the order is placed and recorded as a credit balance.  

Training dates are only binding upon confirmation of registration by consultens Professional Services GmbH!  

 

Working outside regular working hours (e.g. in the evening, at night, on Saturdays):   

Billing is based on a daily rate x1.5. 

Work on Sundays and (Bavarian) public holidays:  

Billing is calculated at a daily rate x2. 

 

Travel expenses: Billing is on a time and material basis.  

Travel times: Billing is based on a daily rate x0.5. 

 

Delivery costs such as transportation and packaging:   

Deliveries are free of charge and will be invoiced separately.  

6.4 Payments are due within 30 days of invoicing without deduction. Separate agreements are excluded from this. 

6.5 In the event of default in payment, consultens Professional Services GmbH shall be entitled to charge default interest at a rate of 1.5% POINTS above the base interest rate.
 

7. Delivery of software products
7.1 Software products are generally delivered electronically, unless otherwise agreed.
7.2 Delivery periods for software products are only binding if they have been expressly stated in the contract or in the non-binding offer. Any delay in delivery due to force majeure or unforeseeable events shall not affect the validity of the contract.
 

8. Warranty and liability
8.1 The statutory warranty applies to all software products supplied. Any defects discovered by the customer within the statutory period after delivery of the software must be reported in writing without delay, but no later than 14 days after delivery.
8.2 consultens Professional Services GmbH does not warrant that the software is free of defects or suitable for specific applications, unless expressly stated otherwise in the contract.
8.3 The liability of consultens Professional Services GmbH is limited to intent and gross negligence. Liability for consequential damage, loss of profit or loss of data is excluded, unless the damage was caused by intentional behavior on the part of consultens Professional Services GmbH.
 

9. Data protection
9.1 consultens Professional Services GmbH undertakes to process and protect all personal data of the customer in accordance with the General Data Protection Regulation (GDPR).
9.2 The customer authorizes consultens Professional Services GmbH to process personal data in the context of the performance of the contract.
 

10. Force majeure
10.1 consultens Professional Services GmbH shall not be liable for the non-performance or delayed performance of its contractual obligations if these are due to force majeure or unforeseeable events such as natural disasters, strikes, war, official orders or technical problems that are beyond the control of consultens Professional Services GmbH.
 

11. License and copyrights to software products
11.1 All copyrights to the software, including all documentation, shall remain with consultens Professional Services GmbH or its licensors.
11.2 The customer is exclusively granted the right to use the software in the contractually agreed manner. All other rights, in particular to the software itself, are reserved by consultens Professional Services GmbH.
 

12. Contract duration and termination
12.1 Contracts for software products and services are limited or unlimited in time, depending on what has been agreed in the contract.
12.2 Both parties may terminate the contract in writing with a notice period of 3 months, unless otherwise agreed.
12.3 The right to terminate without notice for good cause remains unaffected.
 

13. Final provisions
13.1 The law of the Federal Republic of Germany shall apply to the exclusion of the UN Convention on Contracts for the International Sale of Goods (CISG).
13.2 The place of jurisdiction for all disputes arising from this contract shall be the registered office of consultens Professional Services GmbH, provided that the customer is a merchant, a legal entity under public law or a special fund under public law.
13.3 Should any provision of these GTC be invalid or unenforceable, the remainder of the contract shall remain valid. The parties undertake to find an effective provision that comes as close as possible to the economic purpose of the invalid provision.