Terms & conditions
1. Definitions
1.1. Service means an installation, maintenance, support, consulting, specialist, training or software service or other service that is the object of the contract.
1.2. Object of Delivery means products and services that are the object of the contract.
1.3. Product means a device, instrument, software, information system or other corresponding product that is the object of the contract, as well as related user instructions or other documentation.
1.4. Contract or Service Contract means the actual Contract to which these contractual terms have been appended.
2. General Duties of the Provider
2.1. The Provider is responsible for the Service being carried out per contract, carefully and with the professional skill required by the task.
3. General Duties of the Client
3.1. The Client is responsible for providing the Provider with accurate and sufficient information, as required under the contract, to facilitate the delivery of the agreed services. The Client accepts liability for the accuracy and completeness of the information and instructions it provides.
4. Pricing
4.1. Pricing for the services shall be in accordance with the terms outlined in the Sales Order, Statement of Work, or any other governing document mutually agreed upon by the parties.
4.2. If the price of a product or service is subject to adjustments based on specific criteria, it will be revised to reflect those changes. The baseline for such adjustments will be the value or rate applicable on the date the contract was signed.
4.3. The Provider is entitled to change the recurring price for a product or service by notifying the Client about the change or basis for the change in writing no later than 30 days before the change enters into force. In such a case, the Client is entitled to terminate the relevant portion of the contract with an end date of the date of entry of the change into force by giving written notice of this no later than 15 days before the change enters into force.
4.4. Prices include public payments set by the authorities in force on the day of signature of the contract, with the exception of value-added tax (VAT). VAT is added to prices in accordance with regulations in force at the time. If the size or basis of the public payments set by the authorities changes, prices shall change accordingly.
4.5. The Provider is entitled to invoice for travel time based on the agreed billing method, with the shortest one-way journey serving as the basis for calculation.
4.6. All project tasks, whether initially scoped or added later, are considered estimates and serve solely as an indication of expected work. The Provider will invoice for all work in accordance with the agreed billing method.
4.7. The Provider is entitled to invoice the Client separately for additional costs that arise due to incorrect or incomplete information provided by the Client.
5. Payment Terms
5.1. Payment terms and instalments are to be agreed upon in writing between the parties. In the absence of specific agreements, standard billing practices apply.
5.2. Unless otherwise agreed upon in writing, services will be invoiced at the end of each month based on actual hours worked.
5.3. The Provider commits to providing regular updates on project progress.
5.4. The Client must notify the Provider of any discrepancies or disputes related to billing within 14 days of receipt of an invoice.
5.5. Payments not made by the due date will incur a late fee of 2% per week of delay. If a payment is delayed beyond 15 days, the Provider reserves the right to pause or terminate ongoing services.
6. Service Guarantee
6.1. The Provider commits to delivering high-quality services that meet the agreed-upon specifications and industry standards.
6.2. The Client must conduct thorough testing before any go-live events.
6.3. The Provider commits to providing enhanced support during go-live periods.
6.4. The Client is responsible for providing timely feedback throughout service delivery.
6.5. Service issues will be resolved promptly by the Provider.
6.6. The Service Guarantee does not cover improper use, external interference, or unauthorised modifications.
7. Subcontractors
7.1. A party may subcontract tasks unless otherwise agreed in writing.
8. Data Security & Backups
8.1. Parties must ensure data security and backup procedures per contractual and legal requirements.
8.2. Each party is responsible for securing its own data environments.
8.3. Data security breaches must be reported promptly.
8.4. Each party is responsible for backing up its own data.
9. Intellectual Property Rights
9.1. Intellectual property rights remain with the respective party unless explicitly transferred.
9.2. The Client is entitled to use created documents internally.
9.3. Pre-existing materials provided for service delivery remain the property of the disclosing party.
9.4. Upon termination, the Client may request access to repositories and hosting environments.
10. Non-Disclosure
10.1. Confidential information must be protected and only used for contractual purposes.
10.2. Confidential materials must be returned or destroyed when no longer needed.
10.3. A party may leverage its expertise for service delivery.
10.4. Confidentiality obligations remain for five years after contract termination.
10.5. NDA terms apply to discovery and analysis phases.
11. Personal Data Processing
11.1. The Provider acts as a data processor, and the Client as the data controller under GDPR.
11.2. The Provider must follow GDPR-compliant data protection practices.
11.3. The Provider must notify the Client of any data security breaches.
11.4. Personal data may be transferred within the EU/EEA unless otherwise agreed.
11.5. The Provider may use subcontractors for data processing.
12. Delays, Annulment & Termination
12.1. Delays must be communicated in writing.
12.2. Contracts may be annulled if delays exceed 90 days due to force majeure.
12.3. Termination may occur after due notices if contractual breaches persist.
12.4. The Provider may annul the contract if the Client fails to make due payments.
12.5. The standard notice period for termination is two months.
13. Force Majeure
13.1. Neither party is liable for delays caused by unforeseen external events.
13.2. Subcontractor force majeure applies if alternative sourcing is unreasonably costly.
13.3. Force majeure events must be communicated in writing.
14. Compensation & Liability
14.1. Liability for damages is capped at 10% of the total contract value.
14.2. Indirect damages are not covered.
14.3. Liability exclusions do not apply in cases of willful misconduct or gross negligence.