Terms and Conditions

Version: February 2026

These Terms and Conditions (hereinafter referred to as “T&C”) govern the contractual relationship (hereinafter referred to as “Contract”) between entrepreneurboat / Bartolomaeus Kukla, Kämergasse 27, 52349 Düren, Germany (hereinafter referred to as “Contractor”) and the Contractor’s contractual partner (hereinafter referred to as “Client”), in particular with regard to all contractual services of the Contractor (hereinafter referred to as “Services”).

1. Scope of application

1.1. These T&C apply exclusively to businesses in accordance with § 14 BGB (Bürgerliches Gesetzbuch – German Civil Code). Contracts with consumers according to § 13 BGB are excluded.
1.2. These T&C apply to all contracts between the Client and the Contractor.
1.3. The validity of terms and conditions of the Client or third parties is expressly excluded, even if the Contractor has not expressly objected to them.
1.4. Individual agreements in the Contract shall always take precedence over these T&C insofar as these individual agreements contradict or deviate from the provisions of these T&C.
1.5. These T&C shall also apply to future contracts without the need for a separate reference to these T&C in individual cases.
1.6. The version of the T&C valid at the time the Contract is concluded shall apply.

2. Subject matter of the Contract and conclusion of the Contract

2.1. The type of contract, the subject matter of the Contract, and the components of the Contract can be found in the Contract.
2.2. Offers made by the Contractor, in particular cost estimates, are subject to change and are non-binding. They are not to be regarded as a binding offer in accordance with § 145 BGB.
2.3. The Contractor shall be entitled to accept the Client’s order (offer pursuant to § 145 BGB) within two weeks of its receipt.
2.4. The Contract is concluded when the Contractor accepts the Client’s order.
2.5. The Client’s order shall only be deemed to have been accepted if it has been confirmed by the Contractor in writing or if the Contractor has received the order within the period specified in Section 2.3 with the provision of the Service in accordance with the Client’s order.
2.6. The Contractor shall also be entitled to refuse orders from the Client, in particular those that have not been contractually agreed upon, without stating reasons. The Contractor must inform the Client of this immediately.

3. Contract duration and termination

3.1. The start and end of the Contract are agreed in the Contract.
3.2. For projects with an agreed term of more than one project month (retainer model in accordance with Section 5.6 and 5.7), each contracting party has the right to terminate the project with two weeks’ notice to the end of the current project month.
3.3. In the event of timely ordinary termination, the advance payment already made for the current project month (within the meaning of Section 5.7) shall remain in full with the Contractor. There shall be no pro rata refund of the compensation for the month already commenced, as the capacities for this period have already been firmly reserved for the Client. Upon termination within the notice period, the Client’s payment obligations for the originally planned subsequent months that fall after the termination takes effect shall lapse.
3.4. In the case of contracts for fixed-price projects with an agreed fixed term of up to one project month (in accordance with Section 5.4), ordinary termination during the project term is excluded, regardless of whether the Contract is a service contract or a contract for work and services. The project ends automatically upon performance of the agreed services.
3.5. If, in the case of a fixed-price project pursuant to Section 5.4, the Client exercises a statutory right of termination (e.g., § 648 BGB for contracts for work and services or § 627 BGB for service contracts) or cancels the order prematurely, the Contractor shall retain its claim to the agreed compensation. The Contracting Parties agree that in this case, the 100% advance payment made by the Client shall be retained in full as lump-sum compensation or lump-sum damages for the services already rendered by the Contractor and for the capacities already reserved. The Client reserves the right to prove that the Contractor’s saved expenses are significantly higher or that no damage has been incurred at all or that the damage is significantly lower
3.6. Contracts without a fixed term are concluded for an indefinite period (continuing obligations). Any minimum terms are specified exclusively in the respective contract; ordinary termination is excluded before the expiry of an agreed minimum term. For the purposes of this section, a service month is defined, analogously to the definition of a project month in Section 5.7, as the period from the start of the contract or the respective renewal date to the day before the same date in the following month. Unless expressly agreed in the Contract, the notice period after expiry of any minimum term is six weeks to the end of a service month.
3.7. The right of the Contracting Parties to terminate the Contract without notice for good cause remains unaffected, in particular if the Client is in arrears with a due payment and fails to make payment after expiry of a reasonable grace period, or if the Client becomes insolvent or insolvent after conclusion of the Contract, unless an application for the opening of insolvency proceedings has already been filed.
3.8. Terminations must be in writing to be effective.

4. Scope of Services, prevention of Services, changes, and modalities

4.1. The type, content, and scope of the respective Services are set out in the Contract or the respective service description on which the Contract is based.
4.2. If the Contractor is actually unable to provide the Services or part of the Services, the Contractor must inform the Client immediately.
4.3. If the provision of the Services is not technically possible, in particular because software or software-based services of the Client or third parties do not allow the provision of the Services, the Contracting Parties shall have no performance or compensation obligations. In particular, the Contractor is not obliged to implement missing functions in the software or in software-based services of the Client or third parties if this is not expressly part of the Service agreement. Services already rendered and proven expenses shall in any case be remunerated on a pro rata basis.
4.4. The Contractor shall be obliged to take account of the Client’s requests for changes insofar as this is reasonable within the scope of the Contractor’s operational capacities, in particular with regard to costs and scheduling.
4.5. Insofar as the examination of the change options or the realization of the desired changes affect the terms of the Contract, in particular the Contractor’s costs or the schedule, the Contracting Parties shall agree on an appropriate adjustment of the terms of the Contract, in particular an adjustment of the compensation as well as the milestones and the schedule. Unless otherwise agreed, the Contractor shall in this case carry out the work without taking the change requests into account until the Contract is adjusted. For projects remunerated according to the retainer model in accordance with Section 5.6 till 5.8, the provisions in Section 5.8 shall apply primarily to scope changes and any adjustments to the term/remuneration resulting from such scope changes.
4.6. If a comprehensive examination of the additional costs is necessary, the Contractor may request a separate commission for this.
4.7. Amendments and additions to the Contract, in particular to the agreed Services, require an agreement between the Contracting Parties to be effective, which must be confirmed by the Contractor and the Client in writing.
4.8. The schedules specified by the Contractor, in particular the project completion date, the overall project duration, and the milestones with their completion dates and durations, are target times and target dates. They only become binding if they are expressly designated as “binding” by the contractor and the client has fulfilled its obligations to cooperate in a timely manner. The estimate is based on an assessment of the effort involved in the provision of the Services by the Contractor at the time the Contract is concluded, carried out to the best of the Contractor’s knowledge.
4.9. The Contractor shall determine the Contractor’s place of work and working hours on the Contractor’s own responsibility, unless the Contracting Parties agree otherwise.
4.10. The Contractor shall provide the agreed Services as an independent contractor. In doing so, the Contractor shall not be subject to the Client’s authority to issue instructions. Nevertheless, the Contractor shall take the Client’s interests into account, in particular if the provision of the Services depends significantly on the Client’s cooperation. An employment relationship is not established.
4.11. The Contractor is entitled to use qualified third parties (employees or subcontractors) to perform the Services. In any case, the Contractor shall remain responsible for the agreed Services. The Contractor shall impose the same obligations on third parties as apply to the Contractor, in particular with regard to data protection and confidentiality. The Contractor shall ensure that all rights to which he is contractually obligated to the Client are transferred to him from the work results produced by subcontractors or third parties.
4.12. The Contractor is entitled to use AI-based tools (artificial intelligence) as aids for the efficient provision of contractual services (e.g., code generation, text or concept creation). In doing so, the Contractor shall ensure that no confidential information or personal data of the Client is used as training data for public AI models. The legal responsibility for the work results generated with the help of AI remains entirely with the Contractor.
4.13. Insofar as maintenance services (such as logging, monitoring, installing updates, or troubleshooting after acceptance) have been agreed upon, these are aimed exclusively at maintaining the operational readiness of the software. The addition of new functions to the software (change requests) is expressly not part of maintenance.
4.14. If the Contracting Parties agree on hourly quotas for support or change requests, the details shall be governed by the respective individual contract. Unless otherwise specified in an individual contract, unused hours of a quota shall expire at the end of the respective service month without replacement and cannot be carried over to subsequent months.
4.15. When agreeing to training courses, the Contractor is obliged to carry out the training measure, but not to achieve a specific training outcome. The Client is entitled to cancel or postpone training dates free of charge in writing up to 14 days before the start of the training. In the event of a later cancellation (up to 7 days in advance), 50% of the agreed remuneration shall be payable, thereafter 100%. Replacement participants may be named at any time free of charge.

5. Compensation and Compensation Models

5.1. The type and amount of compensation for the agreed Services are set out in the Contract or the respective valid price list on which the Contract is based. The compensation amounts are net amounts, excluding statutory VAT (value-added tax).
5.2. The invoice shall be issued plus VAT at the statutory rate, unless the reverse charge procedure applies, in which case VAT must be declared and paid by the recipient of the Service.
5.3. In the case of contracts in which time-based compensation (e.g., hourly or daily rates) is agreed, the costs stated in the Contract are estimates and are non-binding. The estimate is based on an assessment of the effort involved in the provision of the Services by the Contractor at the time the Contract is concluded, carried out to the best of the Contractor’s knowledge.
5.4. For short-term projects with an expected duration of up to one project month (this includes, in particular, initial cost estimates, consulting services, short implementation sprints, or other defined service packages), a binding total fixed price shall be agreed upon. This total amount is payable in full in advance.
5.5. The Contractor’s contractual obligation to perform is subject to the condition precedent of full payment of the fixed price being received in the Contractor’s account. No services will be provided and no resources will be reserved before payment is received. The Client is liable for any project delays caused by late payment.
5.6. For projects with a duration of more than one project month, billing is based on fixed monthly amounts (retainers). The total amount estimated for the project on the basis of the contractual service description (e.g., after a prior cost estimate) is divided evenly over the planned project months.
5.7. A project month (service period) begins on the contractually agreed start date of the project and ends on the day before the same date in the following month (e.g., from March 7 to April 6). The monthly retainer amounts are payable in full in advance at the beginning of each new project month. Work for the respective month will only commence after full payment has been received.
5.8. If the defined service cannot be provided in full within the planned project months, the following shall apply: a) If the delay is solely attributable to the Contractor (e.g., lack of capacity, miscalculation of the effort without a scope change), the Contractor shall complete the project until the defined goal is achieved without charging any further monthly retainer fees. b) If the scope of services is expanded due to subsequent requirements of the Client (scope change) or if the project is significantly delayed because the Client fails to fulfill its contractual obligations to cooperate (e.g., timely provision of content, access data, or approvals in accordance with Sections 8 and 9) in a timely manner, the Contractor shall be entitled to adjust the project duration accordingly. For each additional project month required as a result, a further retainer amount in the previous amount shall be payable, unless the parties agree on a different remuneration (e.g., based on actual expenditure).
5.9. Unless otherwise agreed, compensation for ongoing maintenance services or quotas for change requests shall be calculated as a fixed monthly amount. This amount shall be payable in advance at the beginning of each service month.
5.10. Unless otherwise agreed, compensation for training courses shall be paid as a fixed price (daily or half-day flat rate) regardless of the actual number of participants, limited to the contractually agreed maximum number of participants. Compensation is due in full in advance upon booking the training course.
5.11. In the case of continuing obligations (in particular maintenance, services, quotas for change requests), the Contractor is entitled to adjust the compensation for the first time after 12 months from the start of the Contract and thereafter at most once per additional 12-month period. The benchmark is the percentage change in the consumer price index (VPI – Verbraucherpreisindex) for Germany published by the Federal Statistical Office (Statistisches Bundesamt) (base year following publication). The Contractor shall notify the adjustment in writing at least 6 weeks before it takes effect.

6. Reimbursement of expenses

6.1. The Client is obliged to reimburse the Contractor in full for the necessary expenses incurred in connection with the Contractor’s activities. The Contracting Parties shall agree on more detailed provisions on the reimbursement of expenses, in particular the list of items eligible for reimbursement, in the Contract.
6.2. If the reimbursement of expenses is not contractually regulated, all expenses of the Contractor required for the provision of agreed Services and approved by the Client shall be reimbursed by the Client to the Contractor in full, including the applicable VAT.
6.3. Travel times and travel expenses (e.g., train/airfare, hotel, rental car, mileage allowances, parking fees, reasonable additional meal expenses) will only be reimbursed if they are necessary for the provision of services and the Client has approved them in advance in writing, unless otherwise agreed in the Contract.

7. Terms of payment

7.1. Payment amounts due must be transferred in full (without deduction) and on time to the Contractor’s specified account, stating the Contract or invoice reference, or made electronically if the Client uses the payment links of payment service providers (e.g., “Stripe”) provided by the Contractor for this purpose.
7.2. Discounts are not granted and will be charged in any case if no explicit arrangement has been made in this regard.
7.3. The amount and due date of payments of compensation and reimbursement of expenses are primarily determined by the contract and Section 5 of these T&C.
Unless otherwise specified in the Contract or these T&C, compensation for services is due immediately upon invoicing and is payable without deduction.
If the reimbursement of expenses is not contractually regulated, the reimbursement of the expenses shall be due no later than seven days after the Contractor has claimed the respective expenses from the Client.
7.4. Payments due that have not been received by the agreed due date shall immediately result in default of payment without further reminder. Interest on arrears at the statutory rate shall be payable from the first day of default. We expressly reserve the right to interrupt or suspend outstanding work until full payment has been received. The right to assert further claims for damage remains unaffected.
7.5. The Contractor shall be entitled to invoice partial Services.
7.6. The Contractor is entitled to demand payment of an advance from the Client, which is agreed in the Contract, after conclusion of the Contract.
7.7. If an advance payment has been agreed, the Contractor shall not be obliged to commence the contractual activities before receipt of the advance payment. The Client shall be solely liable for the effects of any delay caused by failure to pay the advance on time, in particular for any effects on agreed deadlines. The agreed advance is due after the Contract comes into effect.
7.8. The advance paid will be offset against invoices due.
7.9. If several natural persons or legal entities jointly enter into a contract with the Contractor as the Client, they shall be jointly and severally liable for all contractual obligations, in particular payment obligations.
7.10. The Client expressly agrees that the Contractor is entitled to send or make available invoices to the Client in electronic form.
7.11. The Client is only entitled to offset or assert a right of retention if their counterclaims have been legally established, are undisputed, or arise from the same contractual relationship.
7.12. All prices, fees, and payments shall be made exclusively in euros (EUR), unless expressly agreed otherwise in the contract. Bank and transfer fees (in particular for international transfers) shall be borne by the Client.

8. Obligations of the Client to cooperate

8.1. The Client shall ensure that the Contractor is provided with all the documents required for the performance of the Contractor’s contractual activities in a timely manner, that the Contractor is provided with all the information, and that the Contractor is informed of all processes and circumstances. This also applies to documents, information, processes, and circumstances that only become known during the Contractor’s activities. At the start of the project, the Client shall appoint a permanent contact person with decision-making authority who is authorized to make binding statements and approvals to the Contractor.
8.2. At the Contractor’s request, the Client shall confirm the accuracy and completeness of the documents and data submitted by the Client, as well as the Client’s information and verbal statements, in writing.
8.3. In particular, the Client shall ensure that the software or software-based services of third parties, including access and access data, are available to the Contractor (in particular online) in an updated version and to the extent necessary, insofar as these are required for the contractual provision of Services by the Contractor. If required by the respective manufacturers or service providers, the Client must familiarize himself/herself with the terms of use of this software or software-based services and accept them. The Contractor shall only act as a vicarious agent in this respect.

9. Acceptance and release

9.1. The Client is obliged to accept the work product if the Contractor owes the Client a specific work product and the work product is free of defects.
9.2. Acceptance shall be deemed to have taken place if, after providing the work, the Contractor has set the Client a reasonable deadline (usually 14 days) for acceptance and the Client has not refused acceptance within this period, citing at least one defect. Design and artistic reasons do not entitle the customer to refuse acceptance.
9.3. If there are significant deviations from the contractual agreement, the defects identified shall be documented by the Client and reported to the Contractor in writing immediately. The Contractor shall rectify these defects within a reasonable period of time and resubmit the work product to the Client for acceptance.
9.4. Acceptance shall be deemed to have taken place at the latest upon payment or use of the work product, which is not exclusively for the purpose of acceptance testing.
9.5. Partial acceptance of Service components is possible.
9.6. The Contractor is entitled to demand approvals from the Client, even if this has not been expressly agreed beforehand.
9.7. Approvals refer to high-level or detailed concepts of any kind that do not constitute work products but are necessary to implement agreed Services or partial Services and/or are based on the Client’s requirements.
9.8. By granting approval, the Client declares that the concept submitted is to be used by the Contractor to implement the agreed Services or partial Services on its basis.
9.9. The Client is obliged to declare approval within a reasonable period of time (at least five working days) of the concept being made available, including previous work products and the request for approval by the Contractor. In order to meet the agreed deadlines, the Client must start checking the approval immediately from the time of notification of readiness for approval and declare approval as soon as possible. The specific deadline can be agreed individually in the project plan.
9.10. If the Client refuses approval, it depends on the agreed Services whether a revision of the concept is necessary or whether this is a change request that must be compensated. If the revised concept deviates substantially from the original concept or if the revised concept does not substantially contradict the Client’s original requirements, at least in part, the revision shall not be considered part of the agreed Services, and the Client shall be compensated accordingly.

10. Defects, warranty, and troubleshooting

10.1. If the Contractor owes the Client a specific work product, and if a defect occurs in the Services provided, the Contractor shall, in the first instance, provide supplementary performance. In this case, the Contractor shall have the choice of remedying the defect at the Contractor’s own discretion, for example by showing the Client reasonable measures to avoid the effects of the defect or by providing a new, defect-free Service. Deviations that only insignificantly impair the Services shall not be deemed a defect.
10.2. The Contractor may refuse to provide subsequent performance if the Client has not paid the remuneration due. However, the Client is entitled to retain a portion of the remuneration that is reasonable in relation to the defect (usually up to the amount of the anticipated costs of remedying the defect).
10.3. Unsuccessful subsequent performance shall entitle the Client to set the Contractor a reasonable grace period to remedy the defect. In doing so, the Client must expressly point out in writing that the Client reserves the right to withdraw from the Contract and/or demand compensation in the event that subsequent performance fails again.
10.4. If the supplementary performance is not successful even within the grace period set, the Client has the right to withdraw from the Contract or to reduce the compensation, provided the defect is not insignificant.
10.5. The Client shall have no claims for defects if defects arise due to faulty materials, tools, or information provided by the Client or deviations from the specifications provided with regard to the Client’s materials, tools, or information. Furthermore, there shall be no claims for defects if the Client or third parties modify the work products provided, unless the Client can prove that such changes do not make the Contractor’s processing effort significantly more difficult and that the defect already existed when the work products were handed over.
10.6. Liability for warranty claims is limited to twelve months from delivery or, in the case of contracts for work and services, from acceptance of the work product.
10.7. The Contracting Parties agree that a ticket system shall be used as a priority both in the context of services and in the context of error reporting and collection, provided that such a system is made available to the Client by the Contractor.
10.8. If necessary, in particular for maintenance services, the Contractor is authorized to monitor, deactivate, or activate processes of systems with external interfaces (operated as software or software-based services) of the Client.

11. Liability

11.1. The Contractor shall be liable without limitation for damages resulting from injury to life, body, or health, for intent and gross negligence, for the existence of expressly warranted characteristics. In the event of a slightly negligent breach of obligations (e.g., delivery of a functional work result) whose fulfillment is essential for the proper execution of the Contract and on whose compliance the Client may regularly rely, liability shall be limited to the foreseeable damage typical for this type of Contract. Furthermore, any liability for slight negligence is excluded. Liability for data loss is limited to the effort required to restore the lost data on the Client’s system using existing backup copies. This presupposes that the client has carried out data backup measures appropriate to the circumstances. Liability for other consequential damages, in particular for lost profits, loss of production, and other indirect damages, is excluded. Liability is also excluded insofar as the Client has insurance cover.
11.2. Liability is also excluded for direct or indirect consequences of a breach of the Client’s duty to cooperate, e.g., if the information or materials, or tools provided by the Client to the Contractor were not provided or were not provided correctly and had an impact on the provision of the Services.
11.3. If the subject matter of the Contract includes or requires the use of software or software-based services of third parties by the Client, the Contractor excludes any liability, in particular for security risks, legal provisions, functional limitations and other defects that are directly related to this software or these software-based services of third parties.
11.4. In the event of unforeseeable unavailability of the software or software-based services of third parties required for the fulfillment of the Contract, the Contractor shall assume no liability. If the agreed activities and contractual objectives cannot be achieved in another way that is comparable in terms of effort and costs, the Client shall be informed immediately.
11.5. The Contractor shall not be liable for the improper use or implementation by the Client of the recommendations contained in the services or documents prepared.
11.6. Furthermore, the Contractor shall not be liable for the occurrence of certain successes or changes due to the Services provided under the Contract.
11.7. Claims under the ProdHaftG (Produkthaftungsgesetz – German Product Liability Act) remain unaffected.
11.8. Insofar as the Contractor’s liability is not already excluded under these GTC or is not legally unlimited, the Contractor’s liability shall be limited in total to (i) in the case of project contracts, the amount of the net remuneration actually paid by the Client for the respective project, (ii) in the case of continuing obligations, the amount of the net remuneration actually paid in the last 12 months prior to the occurrence of the damaging event.

12. Force majeure

12.1. Insofar as the persons intended to provide the Services are unforeseeably absent (e.g., due to illness) when individual tasks are being defined, the Contractor shall be entitled to postpone the fulfillment of their obligations for the duration of the prevention and for a reasonable start-up period.
12.2. Events of force majeure that make performance significantly more difficult or temporarily impossible shall entitle the respective Contracting Party to postpone the performance of the Contractor Party’s Services by the duration of the hindrance and a reasonable start-up period. Labor disputes and similar circumstances shall be deemed equivalent to force majeure insofar as they are unforeseeable, serious, and not caused by fault.
12.3. The Contracting Parties shall inform each other immediately of the occurrence of such circumstances.

13. Indemnification, property rights, and rights of use

13.1. If the Client provides the Contractor with protectable content as part of the contractual activities, the Client grants the Contractor the right to use this content to the extent necessary for the fulfillment of the Contract.
13.2. The Client expressly assures the Contractor that the Client is authorized to transfer the agreed rights of use.
13.3. The Client shall support the Contractor in the defense against claims asserted by third parties against the Contractor due to infringements of property rights to the contractual content, in particular by providing the information required for defense.
13.4. The Client is obliged to reimburse the Contractor for all necessary expenses incurred by the Contractor as a result of claims asserted by third parties in accordance with Sections 13.1 to 13.3.
13.5. Insofar as work products are copyrightable, the Contractor shall remain the author. In this respect, the Client shall be entitled to a free, non-exclusive right of use that is limited to contractually defined purposes and can only be transferred to third parties with the Contractor’s consent. Consent must be given in writing.
13.6. The Client’s right to modify the work product is subject to the Contractor’s consent, unless the modification is necessary to remedy defects following failed attempts at subsequent performance by the Contractor, or the Contracting Parties have reached another agreement. Consent must be given in writing. Insofar as customer-specific software (custom software) is the subject matter of the Contract, the Client shall receive the right, after full payment, to edit and further develop this software itself or have it edited and further developed by third parties.
13.7. In particular, the Client shall not acquire ownership of drafts, raw data, source codes, or other work products rejected by the Client and shall have no claim to their transfer by the Contractor, unless otherwise agreed. Unless otherwise agreed in the contract and the subject matter of the contract is the creation of customer-specific software (custom software), the client shall be entitled to receive the source code specifically created and approved for them after full payment of the remuneration.
13.8. The Client shall be entitled to a free, exclusive, and otherwise unlimited right of use for certain work products, insofar as this has been expressly agreed in the Contract.
13.9. If the subject of a Service is the delivery or provision of software or access to software-based services of third parties, the Client is obliged to inform himself/herself about the license terms of the respective manufacturer or service provider and to observe them, as well as to make data protection agreements for the processing of personal data, insofar as this is necessary.
13.10. The Client shall only be entitled to use the Contractor’s work products within the agreed scope after full and unconditional payment of the agreed compensation.
13.11. All rights to the work products beyond those expressly granted in the Contract, whether copyrights, industrial property rights, or other rights, shall belong exclusively to the Contractor.
13.12. If open source software (OSS) or third-party software is used in the provision of services, the rights of use for these components are subject exclusively to the respective license terms of the third-party providers. When developing custom software, the Contractor shall ensure that no OSS components with strict “copyleft” effects (e.g., GNU General Public License/GPL) are used that could subject the Client’s source code to disclosure requirements, unless the Client expressly agrees to the use of such components in advance. The Contractor shall inform the Client about the use of such components and the applicable license terms.

14. Data protection

14.1. If personal data is processed for the Client, the Contractor is obliged to provide sufficient guarantees that appropriate technical and organizational measures are implemented in such a way that the processing is carried out in accordance with the requirements of the GDPR (European Union General Data Protection Regulation) and ensures the protection of the rights of the data subject.
14.2. The Contractor is obliged to process personal data entrusted to the Contractor only within the scope of the Contractor’s activities in connection with the Contract or to have it processed within the scope of an order. The data must be deleted immediately after termination of the Contract. Statutory retention obligations remain unaffected.
14.3. In the case of commissioned processing of personal data by third parties, the Contractor must impose the same obligations on the subcontractor accordingly.

15. Confidentiality, retention, and return of documents

15.1. The Contracting Parties are obliged to maintain secrecy about all confidential information that becomes known to them in connection with the contractual relationship, regardless of whether this concerns the Contracting Parties themselves or their business relations, unless the Contracting Parties have reached an agreement in writing regarding the release from this confidentiality obligation.
15.2. Information is not confidential if it is publicly known, is generally known to third parties without this being due to an act or omission of the Contractor or the Client, was lawfully disclosed under this Contract, was already known to the Contracting Parties without breach of confidentiality obligations of third parties before it was received from the other Contracting Party, or if it was independently developed by the other Contracting Party without using confidential information of other persons.
15.3. The Contracting Parties undertake to properly store all business and operating documents made available to them, in both digital and physical form, and in particular to ensure that third parties cannot gain access to them. The documents provided shall be returned to the Contractual Partner or permanently deleted upon request during the term of the Contract and without being asked after the Contract has ended, unless this conflicts with any statutory retention obligations.
15.4. If the Contracting Parties have signed a separate non-disclosure agreement (NDA), the terms of that separate agreement will take precedence over the rules in this Section 15 if there are any conflicts.

16. References

16.1. The Contractor is entitled to use the company name, company logo, and an abstract description of the project as a reference in an appropriate manner and in accordance with industry practice (e.g., on his website, in presentations, case studies, or press releases). The confidentiality obligations under Section 15 remain unaffected by this; confidential details will not be published.
16.2. This authorization expressly extends only to company-related data. The publication of personal data (e.g., names, photos, or quotes from contact persons or employees of the Client) is not covered by this and always requires the separate, prior consent of the person concerned.
16.3. The Client may object to this use as a reference at any time, at least in text form (e.g., by email), with effect for the future. Upon receipt of the objection, the Contractor shall remove the relevant reference materials within a technically reasonable period of time.

17. Other provisions

17.1. Persons employed by or working on behalf of the Contractor to perform the contractual Services may not be employed by the Client either on a temporary basis or as permanent employees, commissioned as subcontractors, or placed with third parties during or for twelve months after termination of the Contract. For each case of culpable violation of this non-solicitation clause, the Client undertakes to pay a contractual penalty to be determined by the Contractor at its reasonable discretion, the appropriateness of which may be reviewed by the competent court in the event of a dispute. Further claims for damage remain unaffected.
17.2. The Contractor shall also be free to work for other Clients. Restrictions due to a non-competition clause shall not apply unless the contracting parties expressly agree to such a clause. The obligations of confidentiality pursuant to Section 15 shall remain unaffected.
17.3. All information in contracts concluded between the Client and the Contractor is confidential to the Contracting Parties and shall not be disclosed to third parties. It may not be reproduced in whole or in part, nor may any of the information contained therein be disclosed without the prior consent of both Contracting Parties in writing.
17.4. Amendments or additions to these T&C require an agreement between the Contracting Parties to be effective, which must be confirmed by the Contractor and the Client in writing. Notwithstanding this, the Contractor is entitled to unilaterally amend these Terms and Conditions with six weeks’ notice, provided that the amendments are reasonable and do not unreasonably disadvantage the Client. The amended Terms and Conditions shall be deemed accepted if the Client does not object within four weeks of receipt of the notice. The Contractor shall expressly inform the Client in the notice of the possibility of objection and the consequences of silence.
17.5. If individual provisions of these T&C are or become invalid or contain a loophole, this shall not affect the validity of the remaining provisions.
17.6. The law of the Federal Republic of Germany shall apply exclusively, with the express exclusion of international private law.
17.7. If both contracting parties are businesses, the place of jurisdiction and place of performance shall be Düren, Germany.