The following General Terms and Conditions apply in their current form to our service contracts.

§ 1 Scope of application

1. All services and offers of IT Titans GmbH, Am Emsdeich 48, 26789 Leer (hereinafter referred to as “Provider or Contractor“) shall be provided exclusively on the basis of these General Terms and Conditions and the Provider’s offer. These are an integral part of all contracts that the Provider concludes with its contractual partners (hereinafter referred to as the “Client“) for the services it offers. They shall also apply to all future services or offers to the Client, even if they are not separately agreed again.
2. Terms and conditions of the client or third parties shall not apply, even if the provider does not separately object to their validity in individual cases. Even if the provider refers to a letter that contains or refers to the terms and conditions of the client or a third party, this does not constitute agreement with the validity of those terms and conditions.
3. If the content of the various General Terms and Conditions is identical, these shall be deemed to have been agreed. If individual provisions contradict each other, the provisions of dispositive law shall apply. This also applies if the client’s terms and conditions contain provisions that are not included in these terms and conditions. If these terms and conditions contain provisions that are not contained in the client’s terms and conditions, these terms and conditions shall apply.
4. Contracts for the creation of customized instant software are concluded separately and are not covered by these GTC.
   

§ 2 Offer and conclusion of contract

1. All offers of the provider are subject to change and non-binding, unless they are expressly marked as binding or contain a specific acceptance period.
2. A contract is only concluded when the client submits a declaration of acceptance of the offer. A declaration of acceptance is also deemed to have been made when the signed offer is sent to the provider by e-mail.
3. The legal relationship between the provider and the client shall be governed solely by the contract concluded in writing, including these General Terms and Conditions. This fully reflects all agreements between the contracting parties on the subject matter of the contract. Verbal promises made by the provider prior to the conclusion of the contract are not legally binding and verbal agreements between the contracting parties shall be replaced by the written contract, unless expressly agreed otherwise between the contracting parties.
4. Additions and amendments to the agreement made, including these General Terms and Conditions, must be made in writing to be effective. With the exception of managing directors, the provider’s employees are not authorized to make verbal agreements that deviate from the written agreement. Telecommunication, in particular by fax or e-mail, is sufficient to comply with the written form requirement.
5. Information provided by the provider regarding the scope of the service (e.g. duration of the assignment) is only approximate. These are not guaranteed times, but rather estimates. Customary deviations and deviations due to legal regulations are permissible.
6. The Provider reserves the right of ownership or copyright to all offers and cost estimates submitted by it as well as documents and aids made available to the Client. The Client may not make these documents accessible to third parties, disclose them, use them itself or through third parties or reproduce them without the express consent of the Provider. At the request of the provider, the client must return these documents to the provider in full and destroy any copies made if they are no longer required by the provider in the ordinary course of business or if negotiations do not lead to the conclusion of a contract. Excluded from this is the storage of electronically provided data for the purpose of normal data backup.

§ 3 Subject matter of the contract and performance

1. The provider provides various services in the areas of software development, architecture and DevOps on behalf of customers. The provider’s core business consists of providing its skills in the field of software development, particularly in the areas of C#.Net, React, Azure Cloud and DevOps.
2. The provider provides the following services in detail:
   1. Support and advice on the creation of applications for desktop applications with WPF or web applications with React
   2. Support and advice in the area of cloud engineering
   3. Support and advice on the development of forums
   4. Support and advice for individual development
   5. Determination of the requirements profile
   6. Support and advice on project planning and implementation of the software
   7. Support and advice on data migration planning
   8. Support and advice on setting up the interface
   9. Support service by telephone, e-mail and remote maintenance
   10. Software training and workshops
3. The prices apply to the scope of services listed in the order confirmation. Additional or special services will be charged separately. The price is quoted in euros plus statutory value added tax.
4. Responsibility for project management and the success of the project lies with the client.
5. The services of the provider are services in accordance with §§ 611 ff. BGB (GERMAN CIVIL CODE). Contractual services are not the subject of the contract.
6. The Provider shall provide its services on working days from 8:00 am to 5:00 pm. Working days are the days from Monday to Friday, excluding national public holidays.
7. The Provider shall provide its services in accordance with the state of the art applicable at the time the contract is concluded, unless otherwise agreed in the service description.
8. The provider assumes no warranty for separately purchased software from Microsoft or other third-party providers. All warranty claims arising from the software contract with Microsoft or a third party must be addressed to Microsoft or to the third-party provider of the respective software.
9. The Contractor undertakes to provide the Client with all documents (e.g. reports, presentation slides, technical documents including drawings and plans, documentation) created and used in the context of the consultancy. These documents shall be handed over to the Client in legible and copyable form and, if available, in digital form. The Contractor shall grant the Client a free, non-exclusive, irrevocable, transferable and sub-licensable right of use, unlimited in time and space, for the purpose of presentation, for training courses, teaching events, as customer reference material, for press releases, PR documents and files, company profiles and other company presentations, free of third-party rights. This right includes in particular the right to utilize, reproduce, distribute, publicly reproduce and make available to the public in all types of use known and unknown at the time the contract is concluded. The Client shall have the right to edit and modify the documents and to reproduce, publish and distribute the works thus edited and modified. Insofar as the Contractor has created these documents with the aid of confidential information of the Client, the Contractor shall grant the Client an exclusive right of use to these documents within the meaning of this paragraph.
10. The provider is free to choose the place of performance; if the service is not provided on the client’s premises, the service may be provided remotely.
11. The Provider shall inform the Client immediately in writing if it recognizes any obstacles or impairments that affect the provision of its services. An e-mail shall suffice to comply with the written form requirement.

§ 4 Personnel of the provider

1. The provider is free to choose the persons it deploys to provide the service. It shall ensure that the persons it deploys are sufficiently qualified to provide the service. If and insofar as the provider has named persons to the client whom it intends to deploy to provide the service, this shall correspond to the planning status at the time of naming. The client is not entitled to the deployment of the named persons.
2. The persons employed by the provider to provide the service are not subject to the client’s authority to issue instructions. This applies in particular insofar as persons employed by the provider provide the service on the client’s premises.

§ 5 Subcontractors

1. The Contractor is generally entitled to use subcontractors for the provision of services. The client can only refuse this if there is an important reason. An important reason may be, for example, the particular sensitivity of the data. In this case, the interests of the client and contractor must be weighed against each other.
2. The Contractor shall structure the agreement with its subcontractors in such a way that they comply with the provisions of this contract.

§ 6 Performance of the client

1. The responsibility for the success of services under this contract remains with the client. The Client shall provide the agreed services, including the provision of materials. In addition to the expressly stated services, the Client shall provide the services that are necessary and generally customary for the contractual provision of services by the Provider and, in particular, provide the Provider with
   1. provide all necessary information, data, software, clients, servers and licenses,
   2. ensure that the system requirement corresponds to the current documentation,
   3. to access its premises and its employees during normal business hours,
   4. to provide the necessary working materials including workstations,
   5. Grant access to his IT system
2. provided that these services are not contractually assigned to the provider’s scope of duties.
3. If services are owed and the necessary concretization has not already been contractually agreed, the provider shall request these services from the client in writing with a reasonable lead time, stating the relevant framework conditions. The Provider shall immediately notify the Client in writing of any inadequate performance by the Client in its view. An e-mail is sufficient to comply with the written form requirement.
4. The client shall ensure that the information and documents provided are correct and up to date. The client must inform the provider immediately in writing of any significant changes to the information and documents.
5. Unless otherwise agreed in individual cases, all services shall be provided free of charge for the provider.
6. The services to be provided by the Client constitute genuine obligations and not merely mere duties. If and insofar as the Client does not provide the service owed by it, does not provide it on time or does not provide it as agreed and this has an impact on the provision of the service by the Provider, the Provider shall be released from providing the affected service. Any additional expenses incurred and proven by the Provider shall be remunerated separately on the basis of the agreed conditions, without prejudice to further rights of the Provider.
7. If, despite a written request by the Contractor, the Client fails to cooperate, fails to cooperate in full or fails to cooperate sufficiently, the Contractor shall be entitled to charge for the resulting expenses in accordance with its current price list. The rights to which the Contractor is entitled beyond this shall remain unaffected by this.

§ 7 Remuneration and terms of payment

1. The provider’s services shall be remunerated on the basis of the offer. Additional and special services shall be invoiced separately. Prices are quoted net in euros plus statutory value added tax. Any deviation from the euro currency must be stated separately in the offer.
2. The Contractor shall provide its services within the core working hours set out in § 3 No. 6 of these GTC.
3. If the Contractor provides services on Saturdays, Sundays and public holidays at the express written request of the Client, it shall receive a surcharge of 50% of the agreed fee.
4. The remuneration agreement between the parties shall be based on the Contractor’s individual offer.
5. The Contractor shall prepare a monthly performance record as proof of its performance. Billing is based on the actual hours worked, including the description of the task and a corresponding ticket or text. The smallest billing unit is 15 minutes.
6. Objections to the Contractor’s proof of performance must be raised by the Client within a period of 7 days. Objections must be made in writing, whereby an e-mail is sufficient to comply with the written form requirement. After expiry of the deadline, the service shall be deemed to be free of objections.
7. Invoice amounts are to be paid within 30 days without any deductions, unless otherwise agreed in writing. The date of receipt by the client shall be decisive for the date of payment. If the client fails to pay by the due date, the outstanding amounts shall bear interest at 9 percentage points above the prime rate p.a. from the due date; the right to claim higher interest and further damages in the event of default shall remain unaffected.
8. Offsetting against counterclaims of the client or the withholding of payments due to such claims is only permitted if the counterclaims are undisputed or have been legally established or arise from the same order under which the service in question was provided.
9. The provider reserves the right to regularly review the conditions of the contract and adjust them if necessary.
10. Expenses incurred in the course of fulfilling the contract (e.g. travel, hotel and ancillary costs) are not included in the offer. Reasonable expenses shall be reimbursed by the client insofar as they have been incurred at the request of the client and have been documented accordingly. Other travel and accommodation costs shall be charged at cost.
11. In principle, 50% of the travel costs shall be borne by the contractor and 50% by the client. Travel costs shall be charged at € 0.40 per kilometer driven plus an hourly rate of 50% of the agreed hourly rate. For overnight accommodation in a hotel, a flat rate of €120 shall be deemed to have been agreed, unless the Client provides a hotel for the Contractor. Deviations from this require a separate written agreement.

§ 8 Change Request

1. The change request procedure is intended for changes and additions to the services specified in this contract. A change request is a defined change request that is received after the scope of the requirements to be implemented in a project has been bindingly defined. It can extend, change or reduce the scope of the defined project requirements.
2. The client is free to request changes to the agreed services in writing. The Contractor shall examine the conditions under which the change request can be fulfilled and inform the Client of the effects of the change in terms of additional work, price, postponements compared to the original schedule and other contractual agreements in writing in a supplementary offer. The Client shall inform the Contractor of its approval or rejection of the supplementary offer within five days of receipt of the supplementary offer.

§ 9 Contract term and termination

1. The contract is concluded upon acceptance of the offer by the client. It ends, whichever occurs first, when
   1. the agreed services have been rendered in full,
   2. the agreed budget has been used up, or
   3. the contract has been terminated by the parties with a notice period of 4 weeks if the contract term has exceeded the probationary period.
2. The right of both parties to extraordinary termination of this contract in accordance with the statutory provisions remains unaffected.
3. Any termination of the contract must be in writing to be effective. Transmission of the termination by e-mail is not excluded.
4. The termination conditions from No. 1 and 2 also apply to individual extensions of the Contractor’s employees and can be terminated individually.
5. Services rendered up to the effective date of the termination shall be remunerated; in the event of extraordinary termination by the Client culpably caused by the Provider, this shall only apply insofar as the service rendered can be used by the Client.
6. The minimum purchase within the scope of an extension per employee must also be provided and remunerated in the event of termination.
7. The parties agree on a trial period of 4 weeks. Within this trial period, the contract including the extension contracts can be terminated within a period of 7 days. Termination within the agreed trial period shall exclude the minimum acceptance provision under No. 6. In the event of termination within the trial period, the expenses incurred shall be invoiced with a surcharge of 25%.

§ 10 Liability

1. In the event of intent and gross negligence, the provider shall be liable in accordance with the statutory provisions. Any further claims for damages are excluded, unless otherwise provided by law.
2. Liability for the contract is generally limited to the foreseeable damage typical for the contract and to the contractual net order value. An essential obligation or cardinal obligation is any obligation whose fulfillment is essential for the proper execution of the contract and on whose compliance the partner may regularly rely.
3. In the event of simple negligence, the provider shall only be liable if it is a breach of a material contractual obligation. In this case, the provider’s liability is limited to the foreseeable damage typical for the contract. An essential contractual obligation is an obligation whose fulfillment is essential for the proper execution of a contract and on whose compliance the other party may regularly rely.
4. In the event of loss of data, the Contractor shall only be liable for the expenditure that would have been necessary to restore the data if the Client had backed up the data properly and regularly. Claims for loss of profit are excluded.
5. If and for as long as the services owed by a contracting party cannot be provided or cannot be provided on time due to unavoidable events/force majeure, the obligations under this contract shall be suspended. Unavoidable events or force majeure within the meaning of sentence 1 include, in particular, war, riots, strikes, lockouts, fire, floods and other unforeseeable events. Claims for damages between the contracting parties are excluded in these cases. If the aforementioned events occur, the affected contracting party must inform the other contracting party immediately.
6. Claims for damages under the Product Liability Act and in the event of injury to life, limb or health remain unaffected by the above limitations of liability.
7. The above limitations of liability also apply in favor of legal representatives, employees and vicarious agents of the provider.
8. Liability claims must be asserted by the client in writing to the provider within 30 days of becoming aware of the reason for liability.
9. The Contractor shall have sufficient liability insurance and shall provide evidence of this to the Client on request.

§ 11 Statute of limitations

All claims arising from this contract shall lapse 12 months after the provision of the service.

§ 12 Confidentiality

1. The parties shall treat as confidential all business secrets, including the content of this Agreement, and other information of the other party marked as confidential (hereinafter referred to as “Confidential Information“). The receiving party (“Recipient“) shall treat the Confidential Information with the same care as it treats its own confidential information of the same sensitivity, but at least with the care of a prudent businessman.
2. Use of the confidential information is limited to use in connection with this contract. Confidential information may not be disclosed to third parties without the prior consent of the disclosing party. Consent must be given in writing. No third parties within the meaning of this paragraph are affiliated companies of the parties and consultants who are obliged by law to maintain confidentiality.
3. To the extent required by applicable legal obligations, the recipient is also entitled to disclose and pass on confidential information. To the extent permitted by law, the recipient shall inform the disclosing party before disclosing confidential information.
4. The parties shall impose on their employees or third parties to whom they disclose confidential information a confidential treatment of this information within the framework of the respective subcontractor and employment relationships with the proviso that the obligation to maintain confidentiality shall continue to exist beyond the end of the respective subcontractor or employment relationship unless a corresponding general obligation to maintain confidentiality already exists.
5. The obligation to maintain confidentiality does not apply to information that
   1. were already generally known when the contract was concluded or subsequently become generally known without breach of the confidentiality obligations contained in this contract;
   2. developed by the Recipient independently of this Agreement; or
   3. the Recipient has received from third parties or outside this Agreement from the Disclosing Party without an obligation of confidentiality.
6. The burden of proof for the existence of the exceptions mentioned in this paragraph shall lie with the party invoking the exception.
7. Upon termination of this agreement, the parties shall surrender or delete confidential information in their possession to the other party at the request of that party. This does not apply to confidential information for which there is a longer statutory retention obligation and data backups as part of normal backup processes.
8. The obligation to maintain confidentiality applies for the term of the contract and for an unlimited period after termination of the contract.

§ 13 Data protection

1. The parties shall comply with the data protection laws applicable to them.
2. If and insofar as the Provider processes personal data of the Client on behalf of the Client within the scope of the provision of services, the parties shall conclude a standard market agreement on the processing of data on behalf of the Client in accordance with Art. 28 GDPR before the start of processing.
3. The Contractor shall ensure that its employees are appropriately trained and obligated with regard to the handling of personal data and confidential information.

§ 14 Cancellation

1. The client may withdraw from the contract.
2. In the event of a withdrawal from the contract for training courses and workshops, the following cancellation costs will be incurred:
   1. If the withdrawal is made up to two weeks before the start of the contract, 25% of the agreed total price will be charged as a cancellation fee.
   2. If the withdrawal is made less than two weeks before the start of the contract and up to seven days before the start of the contract, 50% of the agreed total price shall be charged as a cancellation fee.
   3. If the withdrawal takes place less than seven days before the start of the contract, the entire contractually owed price is due as a cancellation fee.
3. The client is expressly permitted to prove that no damage or a reduction in value has occurred at all or that it is significantly lower than the cancellation costs.

§ 15 Reference

1. As part of this project, the contractor shall create a reference presentation, e.g. as a video/slide/story/interview. This reference presentation may require up to three quotes from the client. The quotes reflect the client’s impression and opinion of the project/process/result.
2. The final reference presentation is submitted to the client for acceptance and approval. Approval of the reference presentation also constitutes mutual permission to use the company logos. Both contractual partners may use this reference presentation and the company logos for internal and external marketing measures and on the company websites.

§ 16 Non-competition clause

1. For the duration of the contractual relationship, the Contractor undertakes not to work for any company that is in competition with the Client, not to establish or operate such a company or to participate in such a company to the extent that it exceeds the de minimis limit.
2. The Client undertakes not to entice away, take on or commission any employees of the Contractor either during the term of the service contract or 1 year after its termination.

§ 16 Miscellaneous

1. This contract is subject to the law of the Federal Republic of Germany to the exclusion of the UN Convention on Contracts for the International Sale of Goods of April 11, 1980.
2. The exclusive place of jurisdiction for all disputes arising from or in connection with this contract, including its validity, is the registered office of the provider (Moormerland).
3. No verbal or written ancillary agreements were made.
4. The assignment of rights arising from this contract requires the prior written consent of the other party. This does not apply to the assignment of payment claims.
5. Amendments or additions to this contract must be made in writing to be effective, unless a stricter form is prescribed by law. This shall also apply to any amendment to this written form clause. The written form requirement is met in particular by sending declarations by e-mail or fax, unless otherwise expressly stipulated in this contract.
6. The assurance of properties requires the express written confirmation of the contractor. The information in the documentation, in prospectus or project descriptions are not quality agreements or guarantees.
7. Should individual provisions of this contract be or become invalid or unenforceable in whole or in part, this shall not affect the validity of the remaining provisions of this contract. The parties shall replace the invalid or unenforceable provision with a valid and enforceable provision that comes as close as possible to the legal and economic intent of the invalid or unenforceable provision and that they would reasonably have agreed upon if they had considered the invalidity or unenforceability of the respective provision when concluding this contract. The same shall apply in the event of a loophole.