digiTAL consulting Munich
Disclaimers & security measures
General Terms and Conditions (GTC) of digiTAL consulting Munich
1. Subject matter and formation of the contract
1.1. Contracting parties and subject matter: These General Terms and Conditions (GTC) govern the legal relationship between digiTAL consulting Munich, Chiemgaustr. 34a, 81549 München, Germany (“digiTAL”) and the customer (“Customer”) regarding the provision of consulting and services in the areas of consulting, digital transformation and implementation (software solutions, AI-powered tools, automation systems, and training and implementation as described in the contract or proposal).
1.2. No differing provisions: Differing or supplementary provisions are invalid. This applies in particular to the Customer’s general terms and conditions, even if digiTAL issues a confirmation of a proposal or signs a contract in which the Customer refers to and/or attaches its own terms and conditions and digiTAL does not expressly object.
1.3. Formation of the contract: The contract is deemed to have been concluded when the Customer and digiTAL have signed a draft contract, the Customer has used a service or software, or digiTAL has sent a confirmation of a proposal to the Customer.
1.4. Online formation of the contract: If the contract is concluded online, the following applies: the contract is formed when, after completing the process, the Customer receives an email from digiTAL accepting the Customer’s offer. Article 312i paragraph 1 numbers 1, 2 and 3 BGB and Article 312i paragraph 1 sentence 2 BGB, which govern certain duties of businesses in electronic commerce contracts, are hereby excluded.
2. Services provided by digiTAL
2.1. Description of services: digiTAL provides consulting services for digital transformation and process optimisation, including training and implementation support, as well as software as described in the proposal documents or on the website.
2.2.1. Passing on or reselling the services or software to third parties is expressly prohibited.
2.2. Rights of use: For the duration of this contract, digiTAL grants the Customer a non-exclusive, non-transferable right to use the software and services provided solely for its own purposes. Use by third parties requires digiTAL’s prior written consent.
2.3. Excluded uses: The Customer may not use digiTAL’s services in connection with or to operate critical infrastructure, such as power stations, military or defence facilities, medical devices or other facilities whose failure or impairment would result in unforeseeable economic or physical damage.
2.4. Availability: digiTAL makes its services available at the connection point between the data centres used (Content Delivery Network) and the internet. Availability may vary according to the service package booked.
2.5. Setup and support: The Customer sets up the services provided by digiTAL independently. Adjustments and support services are provided only if separately agreed and paid for.
2.6. Documentation: Unless otherwise agreed, digiTAL provides the Customer with installation instructions in the form of online help or a PDF user manual in German and/or English.
2.7. Modifications to the services: digiTAL reserves the right to change the services for important reasons. Such reasons include, in particular, necessary adaptations to new legal requirements, technical changes or measures to ensure system security. The Customer will not be specifically notified of changes by email or in writing before they take effect. The changes are available online on the company’s website at all times and may be viewed at any time. In exceptional cases, digiTAL will provide advance notification by email. If the Customer does not object in writing or by email by the date of the change, consent is deemed to have been given.
3. Fees and payment
3.1. Fee structure: The Customer owes digiTAL the fees agreed in the contract for use of the services during the contract term. The fees may include a one-off setup fee, a monthly base fee and a usage-based fee.
3.2. Billing: The base fee and usage-based fee are payable in advance at the start of the contract and thereafter at the start of each renewal period, unless otherwise agreed in writing or in the contract.
3.3. Payment methods: Payment is made by bank transfer, direct debit (including credit card debit), PayPal debit and other automated payment systems.
3.3.1. Additional payment methods such as Apple Pay and Google Pay will be implemented as required.
3.4. Net prices: All stated prices are exclusive of statutory VAT.
3.5. Late payment: If the Customer is more than two calendar days late with payment, or the overdue amount is at least twice the monthly base fee and usage-based fee, digiTAL is entitled to block access to the services or terminate the contract for cause following an appropriate payment reminder by email.
3.5.1. If access to services is blocked due to late payment, the Customer’s obligation to pay all outstanding amounts remains unaffected.
4. Customer duties and obligations
4.1. Lawful use: The Customer uses the services only within the contractual and statutory provisions and does not infringe third-party rights. In particular, the Customer complies with data protection, competition and copyright law.
4.2. System requirements: The Customer checks the system requirements in advance and ensures that they are met.
4.3. Responsibility for third-party programs: The Customer is solely responsible for selecting, using and ensuring the compatibility of third-party programs or services used in connection with digiTAL’s services. digiTAL accepts no liability for problems or damage arising from the use of such third-party programs or services.
4.4. Indemnification against third-party claims: The Customer indemnifies digiTAL against all third-party claims arising from the Customer’s use of third-party programs or services.
4.5. Suspension: digiTAL is entitled to temporarily suspend use of the services if there are reasonable grounds to believe that such use compromises system security or breaches contractual provisions.
5. Customer data and data protection
5.1. Customer data: digiTAL treats data generated through use of the services as confidential and uses it exclusively to provide and improve the services.
5.2. Data processing: Where Customer data constitutes personal data and the GDPR applies, digiTAL processes that data on the Customer’s behalf as a processor in accordance with Article 28 GDPR.
5.3. Data security: digiTAL takes appropriate technical and organisational measures to ensure the security of Customer data and protect it against unauthorised access, loss or destruction.
5.4. Privacy policy: The Customer is responsible for informing data subjects (e.g. website visitors) about use of the services in its privacy policy and, where required, obtaining their consent.
5.5. Confidentiality: Both parties undertake to treat all confidential information exchanged under this contract as strictly confidential and to use it exclusively for the purposes of this contract.
5.5.1. Confidential information may not be used without written permission from the other party for marketing purposes, unless expressly provided for in the contract.
5.6. References: digiTAL is entitled to name the Customer as a reference, including the Customer’s name, company, brands and logos.
6. Claims for defects
6.1. Freedom from defects: digiTAL provides the services free from material defects and defects of title and maintains them in a condition suitable for contractual use throughout the contract term.
6.2. Notification of defects: Defects must be reported to digiTAL without delay, with a precise description of the circumstances in which they occur. digiTAL will remedy the defect within a reasonable period.
6.3. Limitation period: Claims for defects become time-barred after 12 months.
7. Indemnification obligations
7.1. Indemnification: If third parties (including public authorities) bring claims against digiTAL based on allegations that the Customer has breached its contractual obligations, the Customer indemnifies digiTAL against those claims and assists digiTAL in defending them.
8. Limitation of liability
8.1. Exclusion of liability in certain cases: digiTAL is liable for damage to the extent that it was caused intentionally or through gross negligence by digiTAL.
8.3.1. In addition, liability for gross negligence is limited to twice the Customer’s annual fees.
8.2. Amount of foreseeable damage: In these cases, liability is limited to typically foreseeable damage.
8.3. Amount of typically foreseeable damage: The parties agree that the “typically foreseeable damage” for all incidents of damage in a calendar year does not exceed the net fees for the SaaS services provided during that calendar year.
8.4. Exclusion of liability for third-party programs: digiTAL is not liable for damage or losses arising from the use of third-party programs or services, even when they are used in connection with digiTAL’s services.
9. Term and termination
9.1. Contract term: The contract has a specified term (“Initial Term”) and automatically renews for the same duration (“Renewal Period”) unless either party terminates it by giving four weeks’ notice before the end of the Initial Term or a Renewal Period.
9.2. Form of termination: Notice of termination must be given in writing.
10. Changes to the GTC
10.1. Right to amend: digiTAL is entitled to amend these GTC or supplement them with provisions governing newly introduced additional services or features. Changes are generally announced to the Customer before taking effect. If the Customer does not object in text form within six weeks, consent is deemed to have been given.
10.1.1. Changes intended to protect Customer data or comply with statutory requirements take effect immediately and are communicated to the Customer promptly.
11. Final provisions
11.1. Declarations and notices: digiTAL is entitled to send all declarations and notices relating to the contractual relationship to the Customer’s email address provided during registration.
11.2. Applicable law: This contract and all related disputes are governed exclusively by German law, excluding the UN Convention on Contracts for the International Sale of Goods.
11.3. Jurisdiction: If the Customer is a merchant, a legal entity under public law or a special fund under public law, the exclusive place of jurisdiction is digiTAL’s registered office. digiTAL is also entitled to bring proceedings at the Customer’s registered office.
11.4. Severability: If a provision of this contract is or becomes invalid, the validity of the remaining provisions is unaffected. The invalid provision will be replaced by the provision that comes closest to the economic purpose of the original provision.
11.5. Language versions: In the event of discrepancies between different language versions of these GTC or other legally relevant documents, the German version prevails.
11.6. Dispute resolution: In the event of disputes arising from or in connection with this contract, the parties agree first to mediation by a mediator appointed by IHK München. Legal proceedings may be pursued only if mediation is unsuccessful.
12. Right of withdrawal: If the services are also offered to consumers, a right of withdrawal under section 355 BGB is granted. Consumers may withdraw their contractual declaration within 14 days without giving reasons.
Addendum to the General Terms and Conditions (GTC) of digiTAL consulting Munich
13. Additional agreements
13.1. Intellectual property: All intellectual property rights arising or provided under this contract remain with digiTAL. The Customer acquires no rights to digiTAL’s intellectual property unless expressly granted in the contract (in geographical, temporal and territorial terms). This includes, without limitation, copyright, patents, trademarks and trade secrets. 13.2. Liability for content: The Customer is responsible for the legality of content it provides to digiTAL or publishes through the services provided by digiTAL. The Customer indemnifies digiTAL against all third-party claims arising from unlawful use of such content. 13.3. Export controls: The Customer undertakes to comply with all applicable export control laws and regulations. In particular, the Customer undertakes not to export digiTAL’s services or software to countries, or transfer them to persons or organisations, on sanctions lists. 13.4. Compliance with anti-corruption laws: Both parties undertake to comply with all applicable anti-corruption laws. The Customer warrants that it will not make improper payments or grant other benefits to third parties to obtain unlawful advantages in connection with this contract.14. Technical measures and data security
14.1. Security incidents: digiTAL undertakes to inform the Customer without delay of security incidents affecting Customer data. A security incident occurs when Customer data is accessed without authorisation or is lost. 14.2. Backup and recovery: digiTAL regularly backs up Customer data and ensures that it can be restored in the event of data loss. However, the Customer is responsible for creating and managing its own data backups.15. Maintenance and updates
15.1. Scheduled maintenance: digiTAL will inform the Customer in good time about scheduled maintenance that could affect service availability. Where possible, maintenance is carried out outside peak usage hours. 15.2. Updates and upgrades: digiTAL reserves the right to update and improve the software and services regularly. The Customer will be informed of material changes that could significantly affect its use of the services.16. Description of services and limits
16.1. Service limits: digiTAL reserves the right to monitor the Customer’s use of the services and take measures to prevent excessive or abusive use. This may include restricting or suspending services if usage exceeds the agreed limits. 16.2. Data volume and bandwidth: Use of the services may be limited to a specified data volume and bandwidth.17. Support and service level agreements (SLA)
17.1. Support hours: digiTAL provides support during the hours specified in the SLA. Support may be provided by email, telephone or an online ticket system. 17.2. Response times: digiTAL undertakes to respond to support requests within the periods specified in the SLA. Response times may vary according to the urgency of the problem.18. Clear definitions
18.1. Definitions: All terms used in these GTC are clearly defined to avoid misunderstandings.19. Provisions on losses caused by late payment
19.1. Losses caused by late payment and default interest: If the Customer pays late, default interest is charged at 9 percentage points above the European Central Bank’s base rate. digiTAL is also entitled to claim a flat amount of 500 euros for the damage incurred. Further claims for damages remain unaffected.20. Force Majeure
20.1. Force majeure: digiTAL is not liable for failures or delays in providing services caused by unforeseeable and unavoidable events beyond digiTAL’s control. These include, in particular, natural disasters, pandemics, wars, industrial disputes, official orders and other force majeure events.21. Customer cooperation obligations
21.1. Customer obligations: The Customer ensures that digiTAL receives all necessary information and system access required to provide the services properly. The Customer undertakes to inform digiTAL without delay of changes that could affect provision of the services. 21.2. Lost time: If the Customer does not provide the required data within five working days of digiTAL’s request, the lost time cannot be claimed at a later date. This also applies if the Customer’s delay postpones completion of the project or particular milestones. 21.3. Delayed start date: If the start date has to be postponed due to delays caused by the Customer, digiTAL reserves the right to set a new start date and charge the Customer any additional costs arising from the postponement.22. Unused hours
22.1. Use of available hours: Hours provided as part of service packages or allowances must be used within the agreed contract term. Unused hours expire at the end of the contract term or after 3 months at the latest and cannot be transferred to a new contract term.23. Termination of the contractual relationship
23.1. Termination and return: When the contractual relationship ends, the Customer undertakes to return all materials provided by digiTAL without delay and delete all stored data relating to the services. digiTAL reserves the right to use the materials provided for reference purposes beyond the contract term, provided that no confidential or personal Customer data is affected.