GTC

for the provision of services by Net-Innovate Solutions GmbH, Tannenstraße 24b, 40476 Düsseldorf, Email: office@net-innovate.com (hereinafter referred to as "Contractor") to its customers (hereinafter referred to as "Client")

1. General

1.1 These General Terms and Conditions (GTC) for the provision of services apply to contracts concluded between the Client and the Contractor, incorporating these GTC.

1.2 The Contractor does not conclude contracts with consumers or private individuals.

1.3 The Contractor is entitled, in its own name and on its own account, to assign the necessary services to subcontractors, who may also use subcontractors. The Contractor remains the sole contracting party of the Client. The use of subcontractors is not made if it is apparent to the Contractor that their use runs contrary to the legitimate interests of the Client.

1.4 If, in addition to these GTC, further contractual documents or other terms and conditions in text or written form have become part of the contract, the provisions of these further contractual documents shall prevail in the event of any contradiction to these GTC.

1.5 GTCs of the Client that deviate from these terms and conditions are not recognized by the Contractor – subject to express consent.

2. Subject of the Contract and Scope of Services

2.1 The Contractor, as an independent entrepreneur, provides the following services to the Client:

Provision of consulting and service services in the field of information technology, specifically in the development, introduction, and management of IT infrastructure and network systems, as well as the performance of all associated and supporting activities

2.2 The specific scope of services is subject to individual agreements between the Contractor and the Client.

2.3 The Contractor performs the contractual services with the utmost care and conscientiousness according to the latest state, rules, and knowledge.

2.4 The Contractor is obligated to perform the contractually owed services. However, in the performance of his activity, he is not subject to any instructions regarding the manner of providing his services, the place of performance, or the time of performance. However, he will independently determine his working days and the division of time on these days in such a way as to achieve optimal efficiency in his activity and in the realization of the subject matter of the contract. The performance of services by the Contractor is done only in coordination with the Client.

3. Client’s Obligation to Cooperate

The Client is responsible for providing the information, data, and other content necessary for the fulfillment of the service completely and correctly. The Contractor is not responsible in any respect for delays and late performance of services caused by the Client's delayed and necessary cooperation; the provisions under the heading "Liability/Indemnification" remain unaffected by this.

4. Compensation

4.1 Compensation is agreed upon individually.

4.2 Compensation is to be paid after the services have been provided. If compensation is measured by periods of time, it is to be paid at the end of each period (§ 614 BGB). In the case of expenditure-based billing, the Contractor is entitled to invoice for services rendered monthly, subject to different agreements.

4.3 The Contractor will issue an invoice to the Client after the provision of services by mail or email (e.g., as a PDF). Compensation is due for payment within 14 days of receipt of the invoice.

5. Liability / Indemnification

5.1 The Contractor is fully liable, for any legal reason, in cases of intent or gross negligence, for intentional or negligent injury to life, body, or health, due to a guarantee promise, unless otherwise regulated, or due to mandatory liability. If the Contractor negligently breaches an essential contractual obligation, liability is limited to the contract-typical, foreseeable damage, unless there is unlimited liability according to the preceding sentence. Essential contractual obligations are obligations that the contract imposes on the Contractor according to its content to achieve the purpose of the contract, the fulfillment of which enables the proper execution of the contract and on which the Client can regularly rely. Otherwise, the Contractor's liability is excluded. The above liability regulations also apply with regard to the Contractor's liability for his vicarious agents and legal representatives.

5.2 The Client indemnifies the Contractor from all third-party claims that are asserted against the Contractor due to violations by the Client of these contractual conditions or applicable law.

6. Contract Duration and Termination

6.1 The contract duration and the periods for ordinary termination are agreed upon individually.

6.2 The right of both parties to terminate without notice for important reasons remains unaffected.

6.3 The Contractor must immediately return or destroy all documents and other content handed over to him after the end of the contract, as chosen by the Client. The assertion of a right of retention on these is excluded. Electronic data must be completely deleted. Excluded from this are documents and data for which there is a longer statutory retention obligation, but only until the end of the respective retention period. The Contractor must confirm the deletion in writing at the Client's request.

7. Confidentiality and Data Protection

7.1 The Contractor will treat all incidents that come to his knowledge in connection with the contract as strictly confidential. The Contractor undertakes to impose the obligation of secrecy on all employees and / or third parties who have access to the contractual information. The obligation of confidentiality is unlimited in time beyond the duration of this contract.

7.2 The Contractor undertakes to comply with all data protection regulations – in particular the provisions of the General Data Protection Regulation and the Federal Data Protection Act – in the execution of the order.

8. Final Provisions

8.1 The law of the Federal Republic of Germany applies, excluding the CISG.

8.2 If a provision of these GTC becomes or is ineffective, the validity of the GTC as a whole is not affected by this.

8.3 The Client will promote the Contractor in the performance of his contractual services through appropriate cooperation actions, as necessary. The Client will, in particular, provide the Contractor with the information and data required for the fulfillment of the contract.

8.4 If the Client is a merchant, legal entity under public law, or a special fund under public law, or has no general place of jurisdiction in Germany, the parties agree on the Contractor's registered office as the place of jurisdiction for all disputes arising from this contractual relationship; exclusive places of jurisdiction remain unaffected by this.

8.5 The Contractor is entitled to amend these GTC for objectively justified reasons (e.g., changes in jurisprudence, legal situation, market conditions, or business or corporate strategy) and subject to a reasonable period. Existing customers will be notified about the change at least two weeks before it comes into effect by email. If the existing customer does not object within the period set in the amendment notification, their consent to the change is deemed granted. If they object, the changes do not come into effect; in this case, the Contractor is entitled to extraordinarily terminate the contract at the time the change takes effect. The notification of the intended change to these GTC will point out the period and the consequences of the objection or its absence.