General Terms and Conditions (GTC)
1. Scope of Application
1.1. These General Terms and Conditions (GTC) apply to all services provided by Deschalet UG (haftungsbeschränkt).
1.2. The services of Deschalet UG (haftungsbeschränkt) are governed exclusively by these GTC, unless explicitly agreed otherwise in writing. Conflicting or deviating terms and conditions of the client are not recognized unless Deschalet UG (haftungsbeschränkt) explicitly agrees to them in writing.
1.3. These GTC also apply to all future business relationships between the parties without the need for a renewed agreement.
2. Subject Matter of the Contract and Scope of Services
2.1. The subject of the contract is the provision of services in the fields of digitalization and transformation. The exact scope of services is defined in the respective offer, order, or written project description.
2.2. Analyses, consulting activities, and support services are carried out to the best of our knowledge and belief. They usually lead to recommendations for action. Any resulting decisions are made by the client at their own responsibility.
2.3. Maintenance services, software updates, or other ongoing services must be agreed upon separately.
3. Copyright and Usage Rights
3.1. All work, analyses, reports, plans, and other documents created by Deschalet UG (haftungsbeschränkt) or commissioned third parties are subject to copyright.
3.2. The client receives a simple right of use for the purposes agreed upon in the contract. Any transfer to third parties or reproduction requires prior written consent from the company.
3.3. Usage rights are only transferred to the client after full payment of the agreed remuneration.
3.4. Deschalet UG (haftungsbeschränkt) reserves the right to use the created works for reference purposes, unless expressly excluded.
4. Client’s Obligations
4.1. The client shall ensure that all documents and information necessary for the execution of the services are provided in a timely and complete manner.
4.2. The client is responsible for ensuring that the provided content is free of third-party rights. If Deschalet UG (haftungsbeschränkt) is exposed to third-party claims due to the use of such content, the client shall indemnify Deschalet UG (haftungsbeschränkt) from all related costs and liabilities.
4.3. The client must inform Deschalet UG (haftungsbeschränkt) without delay about all circumstances relevant to the execution of the order.
5. Remuneration and Payment Terms
5.1. Remuneration is based on the daily rates, hourly rates, or flat fees agreed upon in the offer or contract. All prices are exclusive of statutory VAT.
5.2. Additional costs, such as travel expenses, will be invoiced separately after prior agreement.
5.3. All invoices are payable without deduction within 14 days of the invoice date. In the event of late payment, Deschalet UG (haftungsbeschränkt) is entitled to charge statutory default interest.
5.4. The client may only exercise a right of retention or offset against claims of Deschalet UG (haftungsbeschränkt) if such claims are undisputed or legally established.
6. Liability
6.1. Deschalet UG (haftungsbeschränkt) shall be liable for damages caused by intent or gross negligence. In the case of simple negligence, Deschalet UG (haftungsbeschränkt) shall only be liable for damages resulting from the breach of essential contractual obligations (cardinal obligations), and such liability shall be limited to the foreseeable, contract-typical damage.
6.2. Further liability for indirect damages, consequential damages, or loss of profit is excluded.
6.3. The liability of the company is limited to the amount of the agreed remuneration for the specific order.
7. Confidentiality
7.1. Deschalet UG (haftungsbeschränkt) undertakes to treat all information received during the course of cooperation as confidential. This obligation extends beyond the term of the contract.
7.2. The client agrees to use the reports and results received from Deschalet UG (haftungsbeschränkt) solely for internal purposes and not to disclose them to third parties without prior consent.
8. Termination
8.1. Both parties may terminate the contract for good cause at any time. Ordinary termination is only possible with due notice as agreed.
8.2. Services already rendered must be paid for in any case.
9. Final Provisions
9.1. Should any provision of these GTC be or become invalid, the validity of the remaining provisions shall not be affected. The invalid provision shall be replaced by one that comes as close as possible to the economic purpose of the original.
9.2. Amendments or additions to the contract or these GTC must be made in writing. This also applies to the waiver of the written form requirement.
9.3. German law shall apply. Place of jurisdiction is Oldenburg.