Terms & Conditions

 

digiTAL consulting Munich

Disclaimers & Safety Measures

 

 

General Terms and Conditions (GTC) of digiTAL consulting Munich

 

1. Content and Conclusion of the Contract

1.1. Contracting Parties and Subject Matter of the Contract: These General Terms and Conditions (GTC) govern the legal relationship between digiTAL consulting Munich, Chiemgaustr. 34a, 81549 Munich, Germany ("digiTAL") and the customer ("Customer") with regard to the provision of consulting and services in the areas of consulting, digital transformation, and implementation (software solutions, AI-powered tools, automation systems, as well as the delivery of training sessions and implementations as described in the contract or offer).

 

1.2. No Deviating Provisions: Deviating or additional provisions are invalid. This applies in particular to the Customer’s general terms and conditions, even if digiTAL issues a confirmation of offer or signs a contract in which the Customer refers to and/or includes their own terms and conditions and digiTAL does not expressly object to them.

 

1.3. Conclusion of Contract: The contract is deemed concluded when the Customer and digiTAL have signed a draft agreement, the Customer has made use of a service or software, or digiTAL has sent an offer confirmation to the Customer.

 

1.4. Online Contract Conclusion: If the contract is concluded online, the following applies: The contract is formed when the Customer receives an email from digiTAL in which digiTAL accepts the Customer’s offer. Article 312i (1) Nos. 1, 2, and 3 of the German Civil Code (BGB), as well as Article 312i (1) Sentence 2 BGB, which regulate certain obligations of businesses in electronic commerce contracts, are hereby waived.

 

2. Services Provided by digiTAL

2.1. Description of Services: digiTAL provides consulting services for digital transformation and process optimization, including training and implementation support, as well as software, as described in the offer documents or on the website.

 

2.2.1. The transfer or resale of the services or software to third parties is expressly prohibited.

 

2.2. Usage Rights: For the duration of this contract, digiTAL grants the Customer a non-exclusive, non-transferable right to use the provided software and services solely for their own purposes. Use by third parties requires the prior written consent of digiTAL.

 

2.3. Excluded Uses: The Customer may not use digiTAL’s services in connection with or for the operation of critical infrastructure, such as power plants, military or defense facilities, medical devices, or other systems whose failure or impairment could lead to unforeseeable economic or physical damage.

 

2.4. Availability: digiTAL provides its services at the connection point of the data centers used (Content Delivery Network) to the internet. Availability may vary depending on the service package booked.

 

2.5. Setup and Support: The Customer is responsible for independently setting up the services provided by digiTAL. Customizations and support services are only provided if separately agreed upon and compensated.

 

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 modify the services for important reasons. Such reasons include, in particular, necessary adjustments to new legal requirements, technical changes, or to ensure system security. The Customer will not be explicitly informed of the changes in advance by email or in writing. The changes are made available to the Customer at any time on the company's website and can be accessed at any time. In exceptional cases, digiTAL will provide prior notification via email. If the Customer does not object in writing or by email by the date of the change, consent is deemed to have been granted.

 

3. Compensation and Payment

3.1. Fee Structure: The Customer owes digiTAL the compensation agreed upon in the contract for the use of the services during the contract term. The compensation may include a one-time setup fee, a monthly base fee, and a usage-based fee.

 

3.2. Billing: The base fee and the usage-based fee are due in advance at the beginning 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 via bank transfer, direct debit (including credit card direct debit), PayPal direct debit, and other automated payment systems.

 

3.3.1. Additional payment methods such as Apple Pay and Google Pay will be implemented as needed.

 

3.4. Net Prices: All stated prices are exclusive of applicable VAT (Value Added Tax).

 

3.5. Payment Default: If the Customer is in default of payment for more than two calendar days, or if the payment default amounts to at least twice the monthly base fee and the usage-based fee, digiTAL is entitled to suspend access to the services or to terminate the contract extraordinarily via email after issuing a corresponding reminder.

 

3.5.1. If access to the services is suspended due to a payment default, the Customer’s obligation to pay all outstanding amounts remains unaffected.

 

4. Duties and Responsibilities of the Customer

4.1. Legal Use: The Customer shall use the services only within the scope of the contractual and legal provisions and shall not infringe upon the rights of third parties. In particular, the Customer shall comply with data protection, competition, and copyright regulations.

 

4.2. System Requirements: The Customer shall inform themselves in advance about the system requirements and ensure that these are met.

 

4.3. Responsibility for Third-Party Software: The Customer is solely responsible for the selection, use, and compatibility of third-party software or services used in connection with digiTAL’s services. digiTAL assumes no liability for any issues or damages arising from the use of such third-party software or services.

 

4.4. Indemnification in Case of Third-Party Claims: The Customer shall indemnify digiTAL against all third-party claims arising from the use of third-party software or services by the Customer.

 

4.5. Suspension: digiTAL is entitled to temporarily suspend the use of the services if there is a legitimate reason to believe that such use compromises system security or violates contractual provisions.

 

5. Customer Data and Data Protection

5.1. Customer Data: digiTAL treats the data generated through the use of the services as confidential and uses it solely for the provision and improvement of the services.

 

5.2. Data Processing: Insofar as the customer data involves personal data and the GDPR applies, digiTAL processes this data on behalf of the Customer as a data processor in accordance with Article 28 of the GDPR.

 

5.3. Data Security: digiTAL takes appropriate technical and organizational measures to ensure the security of customer data and to protect it against unauthorized access, loss, or destruction.

 

5.4. Privacy Policy: The Customer is responsible for informing affected individuals (e.g., website visitors) about the use of the services in their privacy policy and, if necessary, obtaining their consent.

 

5.5. Confidentiality: Both parties agree to treat all confidential information exchanged in the context of this contract as strictly confidential and to use it exclusively for the purposes of this contract.

 

5.5.1. Confidential information may not be disclosed to third parties without written authorization. by the other party for marketing purposes, unless this is explicitly stipulated in the contract.

 

5.6. References: digiTAL is entitled to name the Customer as a reference, including the Customer’s name, company, brand, and logos.

 

6. Warranty Claims

6.1. Defect-Free Condition: digiTAL provides the services free from material and legal defects and maintains them in a condition suitable for contractual use throughout the term of the contract.

 

6.2. Notification of Defects: Defects must be reported to digiTAL without delay, with a detailed description of the circumstances under which they occurred. digiTAL will remedy the defect within a reasonable period of time.

 

6.3. Statute of Limitations: Warranty claims shall expire within 12 months.

 

7. Indemnification Obligations

7.1. Indemnification: If third parties (including public authorities) assert claims against digiTAL based on the allegation that the Customer has breached their contractual obligations, the Customer shall indemnify digiTAL against such claims and support digiTAL in its legal defense.

 

8. Limitation of Liability

8.1. Exclusion of Liability in Certain Cases: digiTAL is liable for damages only to the extent that they were caused by digiTAL intentionally or through gross negligence.

 

8.3.1. In addition, liability in cases of gross negligence In addition, liability in cases of gross negligence is limited to twice the Customer’s annual fee.

 

8.2. Amount of Foreseeable Damage: In such cases, liability is limited to the typically foreseeable damage.

 

8.3. Amount of Typically Foreseeable Damage: The parties agree that the "typically foreseeable damage" for all damage events in a calendar year shall not exceed the net compensation for the SaaS services provided in that calendar year.

 

8.4. Exclusion of Liability for Third-Party Software: digiTAL is not liable for any damages or losses arising from the use of third-party software or services, even if they are used in connection with digiTAL’s services.

 

9. Term and Termination

9.1. Term of the Contract: The contract has a fixed term (“Initial Term”) and will automatically renew for the same duration (“Renewal Period”) unless terminated by either party with four weeks’ notice prior to the end of the Initial Term or any Renewal Period.

 

9.2. Form of Termination: Termination must be made in writing.

 

10. Amendments to the General Terms and Conditions (GTC)

10.1. Right to Amend: digiTAL is entitled to amend these GTC or to supplement them with provisions for the use of newly introduced additional services or features. Changes will regularly be announced to the Customer before they take effect. If the Customer does not object in text form within six weeks, consent shall be deemed granted.

 

10.1.1. Amendments that serve to protect customer data or to comply with legal requirements shall take effect immediately and will be communicated to the Customer without delay.

 

11. Final Provisions

11.1. Declarations and Notifications: digiTAL is entitled to send all declarations and notifications related to the contractual relationship to the email address provided by the Customer during registration.

 

11.2. Applicable Law: This contract and all related disputes are subject exclusively to German law, excluding the UN Convention on Contracts for the International Sale of Goods (CISG).

 

11.3. Place of 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 shall be the registered office of digiTAL. digiTAL also reserves the right to bring legal action at the Customer’s place of business.

 

11.4. Severability Clause: If any provision of this contract is or becomes invalid, the validity of the remaining provisions shall remain unaffected. The invalid provision shall be replaced by one that most closely reflects the economic intent 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 shall prevail.

 

11.6. Dispute Resolution Procedure: In the event of disputes arising from or in connection with this contract, the parties agree to first attempt mediation by a mediator appointed by the Munich Chamber of Commerce and Industry (IHK Munich). Only if the mediation is unsuccessful shall legal recourse be available.

 

12. Right of Withdrawal: If your services are also offered to consumers, a right of withdrawal is granted in accordance with § 355 of the German Civil Code (BGB). Consumers may withdraw their contractual declaration within 14 days without stating any reason.

 

 

Addendum to the General Terms and Conditions (GTC) of digiTAL consulting Munich

 

13. Supplementary Agreements

13.1. Intellectual Property: All intellectual property rights that arise or are provided under this contract remain with digiTAL. The Customer does not acquire any rights to digiTAL’s intellectual property unless explicitly granted in the contract (in terms of scope, duration, and territory). This includes, but is not limited to, copyrights, patents, trademarks, and trade secrets. 13.2. Liability for Content: The Customer is responsible for the legal admissibility of the content they provide to digiTAL or publish via the services provided by digiTAL. The Customer shall indemnify digiTAL against all third-party claims arising from the unlawful use of such content. 13.3. Export Controls: The Customer agrees 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 transmit them to individuals or organizations, that are listed on sanctions lists. 13.4. Compliance with Anti-Corruption Laws: Both parties agree to comply with all applicable anti-corruption laws. The Customer guarantees that no improper payments or other benefits will be granted to third parties in order to gain 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 any security incidents affecting customer data. A security incident is deemed to have occurred when there is unauthorized access to, or loss of, the Customer’s data. 14.2. Backup and Recovery: digiTAL performs regular backups of customer data and ensures that it can be restored in the event of data loss. However, the Customer is responsible for creating and managing their own backups of the data.

15. Maintenance and Updates

15.1. Scheduled Maintenance: digiTAL will inform the Customer in a timely manner about scheduled maintenance work that may affect the availability of the services. Maintenance will be carried out outside of peak usage hours whenever possible. 15.2. Updates and Upgrades: digiTAL reserves the right to regularly update and improve the software and services. The Customer will be informed of any significant changes that could substantially affect their use of the services.

16. Service Description and Limitations

16.1. Service Limitations: digiTAL reserves the right to monitor the Customer’s use of the services and to take measures to prevent excessive or abusive usage. This may include restricting or suspending the services if usage exceeds the agreed limits. 16.2. Data Volume and Bandwidth: The use of the services may be limited to a specific data volume and bandwidth.

17. Support and Service Level Agreements (SLA)

17.1. Support Hours: digiTAL provides support services during the times specified in the SLA. Support may be provided via email, telephone, or through an online ticketing system. 17.2. Response Times: digiTAL undertakes to respond to support requests within the timeframes specified in the SLA. Response times may vary depending on the urgency of the issue.

18. Clear Definitions

18.1. Definitions of Terms: All terms used in these GTC are clearly defined to avoid misunderstandings.

19. Regulation of Damages Due to Default

19.1. Default Damages and Interest on Arrears: In the event of late payment by the Customer, interest on arrears shall be charged at a rate of 9 percentage points above the base interest rate of the European Central Bank. In addition, digiTAL is entitled to demand a lump sum of €500 for the damage incurred. Further claims for damages remain unaffected.

20. Force Majeure

20.1. Force Majeure: digiTAL shall not be liable for failures or delays in the provision of services caused by unforeseeable and unavoidable events beyond digiTAL’s control. This includes, in particular, natural disasters, pandemics, wars, labor disputes, governmental orders, or other cases of force majeure.

21. Customer's Duty to Cooperate

21.1. Customer Obligations: The Customer shall ensure that digiTAL receives all necessary information and access to systems required for the proper provision of the services. The Customer undertakes to promptly inform digiTAL of any changes that could affect the delivery of the services. 21.2. Lost Time: If the Customer does not provide the required data within five business days after being requested by digiTAL, the lost time cannot be reclaimed at a later date. This also applies if the delay on the part of the Customer results in postponement of the project completion or specific milestones. 21.3. Delay of Start Date: If the start date must be postponed due to delays caused by the Customer, digiTAL reserves the right to set a new start date and to charge the Customer for any additional costs incurred as a result of the postponement.

22. Unused Hours

22.1. Use of Available Hours: Hours provided as part of service packages or contingents must be used within the agreed contract term. Unused hours expire at the end of the contract term or, at the latest, after 3 months and cannot be carried over into a new contract term.

23. Termination of the contractual relationship

23.1. Termination and Return: Upon termination of the contractual relationship, the customer agrees to promptly return all materials provided by digiTAL and to delete all stored data related to the services. digiTAL reserves the right to continue using the provided materials for reference purposes even after the contractual period has ended, provided that no confidential or personal data of the customer is involved.