Terms and conditions

This is a translation for convenience. Only the German version is legally binding.

§ 1 Scope

(1) These terms apply to all contracts between David Sättler ("Contractor") and his clients ("Client") for consulting, development and support services in the field of data.

(2) The offer is aimed exclusively at entrepreneurs within the meaning of § 14 BGB (German Civil Code), legal entities under public law and special funds under public law. No contracts are concluded with consumers.

(3) Deviating terms of the Client only apply if the Contractor expressly agrees to them in text form.

§ 2 Conclusion of contract

(1) Information on the website does not constitute a binding offer.

(2) The Contractor provides prices on request. After the intro call, he prepares a written offer with a specification, the price for the agreed scope, exclusions and a timeline. The offer is valid for 30 days. The contract is concluded when the offer is accepted in text form.

§ 3 Scope of services

(1) The type and scope of services are defined conclusively by the offer and the specification it contains.

(2) The packages (Data Audit & Roadmap, Data Foundation, Data Platform, Connected Stack and extensions) are contracts for work under §§ 631 et seq. BGB, subject to acceptance. Operations & Development (retainer) is a service contract under §§ 611 et seq. BGB.

(3) The Contractor may only use subcontractors with the Client's prior consent in text form.

§ 4 Client's cooperation

(1) The Client provides the agreed access to systems, data sources and accounts in good time and names a contact person with decision-making authority.

(2) Unless agreed otherwise, the Client takes out licences, cloud accounts and paid APIs in its own name.

(3) If the work is delayed because cooperation is missing, agreed dates are postponed accordingly. The Client pays for any additional effort this causes at the day rates stated in the offer, after prior notice in text form.

§ 5 Price and changes

(1) The price agreed in the offer applies to the scope described there. The Contractor is a small business within the meaning of § 19 UStG (German VAT Act). VAT is therefore neither charged nor shown.

(2) If the Client wishes to change the agreed scope, the Contractor describes the effects on price and timeline in text form. The change is only agreed once both parties have consented in text form.

§ 6 Acceptance

(1) After completion of a package, the Client checks the result against the specification within 10 working days.

(2) Minor defects do not entitle the Client to refuse acceptance.

(3) If the Client neither declares acceptance nor names at least one defect within this period, the result is deemed accepted under § 640 (2) BGB, provided the Contractor pointed out this consequence when setting the deadline.

§ 7 Remuneration and payment

(1) For projects, 30 % of the price is due on placing the order and 70 % after acceptance. For projects with a planned duration of more than three months, the offer may provide for further instalments by milestone. The Data Audit & Roadmap is invoiced 50 % on order and 50 % after the wrap-up meeting.

(2) Invoices are payable within 14 days without deduction.

(3) The retainer is invoiced monthly in advance. It covers a monthly volume of up to 20 hours, set in the offer according to the Client's needs. Up to 5 unused hours carry over to the following month and then expire. Additional hours are only provided after approval in text form and are invoiced separately.

§ 8 Third-party costs

The Client bears the costs of licences, cloud and warehouse operation and paid APIs directly with the respective provider. The Contractor names the foreseeable costs in the offer upfront.

§ 9 Rights of use

(1) Upon full payment, the Client receives an exclusive right of use, unlimited in time and place, including the right to modify, to the work results created for it (in particular code, data models, dashboards, documentation).

(2) Pre-existing tools, templates and general know-how of the Contractor remain with him. The Client receives a simple right of use to them insofar as they are part of the results.

(3) Open-source components are subject to their respective licences.

§ 10 Confidentiality

Both parties treat all confidential information of the other party as confidential, also after the end of the contract. This does not apply to information that is publicly known or lawfully obtained from third parties.

§ 11 Data protection

If the Contractor processes personal data on the Client's behalf, the parties conclude a data processing agreement under Art. 28 GDPR before work begins.

§ 12 Liability

(1) The Contractor is liable without limitation for intent and gross negligence, for injury to life, body or health, under the Product Liability Act and to the extent of any guarantee given.

(2) In the case of slight negligence, the Contractor is only liable for breach of an essential contractual obligation, limited to the typical, foreseeable damage and at most to the contract value of the contract concerned.

(3) For loss of data, the Contractor is only liable to the extent that would have arisen had the Client backed up its data properly.

§ 13 Claims for defects

Claims for defects become time-barred 12 months after acceptance, except in the cases of § 12 (1).

§ 14 Cancellation and termination

(1) The Client may terminate a project contract at any time (§ 648 BGB). Instead of the statutory remuneration less saved expenses, the Contractor may claim a flat rate of:

• 20 % of the project price for termination up to 30 days before the agreed project start,
• 40 % of the project price for termination less than 30 days before the project start,
• for termination after the project start: the remuneration for the work done up to that point plus 50 % of the price for the part not yet performed.

(2) The Client may prove that no claim or a substantially lower claim has arisen. The Contractor may prove a higher claim under § 648 sentence 2 BGB. Payments already made are offset.

(3) The Client may postpone the project start once free of charge if this is notified in text form at least 30 days before the start and the new start is within three months.

(4) The retainer has a minimum term of 6 months. It then renews for 3 months at a time unless terminated in text form with one month's notice to the end of the respective term.

(5) The right to extraordinary termination for good cause remains unaffected.

§ 15 References

The Contractor only names the Client as a reference with its express consent in text form.

§ 16 Final provisions

(1) The law of the Federal Republic of Germany applies, excluding the UN Convention on Contracts for the International Sale of Goods.

(2) The place of jurisdiction is Cologne, provided the Client is a merchant, a legal entity under public law or a special fund under public law.

(3) Should any provision be invalid, the remainder of the contract remains valid.