1.1 These General Terms and Conditions (hereinafter "GTC") apply to all contracts between sey-IT Consulting GmbH (hereinafter "Contractor") and its customers (hereinafter "Client") for IT consulting services, software licenses and related services.
1.2 Deviating, conflicting or supplementary general terms and conditions of the Client shall not become part of the contract unless the Contractor expressly agrees to their validity in writing.
1.3 These GTC also apply to all future business relationships, even if they are not expressly agreed upon again.
2.1 Offers from the Contractor are non-binding and subject to change, unless they are expressly marked as binding.
2.2 The contract is concluded by written order confirmation from the Contractor or by execution of the service.
2.3 Oral or telephone information and commitments are only binding after written confirmation.
3.1 The type and scope of services to be provided result from the service description in the respective offer or order confirmation.
3.2 The Contractor is entitled to have services provided by qualified third parties (subcontractors).
3.3 Changes and additions to the scope of services require written agreement.
4.1 The Client provides the Contractor with all information, documents and data required for the provision of services free of charge.
4.2 The Client designates a technically qualified contact person who is authorized to make decisions.
4.3 In case of delays due to late or insufficient cooperation by the Client, delivery deadlines are extended appropriately.
5.1 All prices are net plus the statutory value-added tax.
5.2 Unless otherwise agreed, invoices are due for payment within 14 days of the invoice date without deduction.
5.3 In case of default of payment, the Contractor is entitled to charge default interest of 9 percentage points above the base rate.
5.4 The Client may only offset against undisputed or legally established claims.
5.5 For consulting services, billing is based on actual time spent at the agreed hourly rates, unless a flat rate has been agreed.
6.1 Delivery and performance deadlines are only binding if they have been expressly agreed in writing as binding.
6.2 Delivery periods begin with the order confirmation, but not before complete clarification of all details and fulfillment of the Client's cooperation obligations.
6.3 In case of force majeure, industrial action, official measures and other unforeseeable events, the deadlines are extended appropriately.
7.1 The Contractor grants the Client a simple, non-transferable right of use for software products.
7.2 The Client may only use software within the scope of the acquired license. Transfer to third parties is prohibited.
7.3 The Contractor reserves the copyright for consulting services, concepts and documentation. Use by the Client is limited to the agreed purposes.
8.1 Both parties undertake to keep confidential all confidential information of the other party that becomes known in the course of cooperation.
8.2 The Contractor processes the Client's personal data in accordance with applicable data protection regulations.
8.3 The confidentiality obligation continues even after termination of the contractual relationship.
9.1 The Contractor warrants that services are performed with due care and according to recognized technical standards.
9.2 For software licenses, warranty rights are governed by the license terms of the respective manufacturer.
9.3 Defect claims expire 12 months after acceptance, unless longer periods are mandatorily required by law.
9.4 The Client must report defects in writing immediately after discovery.
10.1 The Contractor is liable without limitation for intent or gross negligence, for injury to life, body or health, and under the Product Liability Act.
10.2 In case of slightly negligent breach of essential contractual obligations, liability is limited to the foreseeable, contract-typical damage.
10.3 Otherwise, liability is excluded.
10.4 The limitations of liability also apply to the personal liability of the Contractor's employees, representatives and vicarious agents.
11.1 Delivered software and documentation remain the property of the Contractor until full payment.
11.2 In case of breach of contract by the Client, particularly default of payment, the Contractor is entitled to withdraw from the contract and demand return.
12.1 Individual contracts may be terminated extraordinarily by either party for good cause.
12.2 Good cause exists particularly in case of significant contract violations, default of payment despite reminder, or insolvency of the other party.
12.3 Continuing obligations may be terminated with 3 months notice to the end of the month, unless otherwise agreed.
13.1 The assignment of rights and obligations from the contractual relationship requires the prior written consent of the other party.
14.1 Amendments and additions to these GTC require written form. This also applies to the amendment of this written form clause.
14.2 Should individual provisions of these GTC be or become invalid, this does not affect the validity of the remaining provisions.
14.3 The law of the Federal Republic of Germany applies to the exclusion of the UN Convention on Contracts for the International Sale of Goods.
14.4 The place of jurisdiction for all disputes arising from this contractual relationship is the registered office of the Contractor, provided the Client is a merchant, legal entity under public law, or special fund under public law.
As of: December 2025