§ 1 Scope
These general terms and conditions of sale apply exclusively to entrepreneurs, legal entities under public law, or special public assets within the meaning of § 310 paragraph 1 of the German Civil Code (BGB). They apply to all transactions between Schönbrunn TASC GmbH and other companies in Germany and abroad (B2B), but fundamentally do not concern contracts between entrepreneurs and private consumers (B2C). We hereby oppose any conflicting or deviating terms and conditions of contractual partners. They require an explicit, written agreement.
§ 2 Subject Matter of the Contract
The subject of the contract is professional services provided by Schönbrunn TASC GmbH (hereinafter referred to as "the contractor"), which are rendered to the contracting partner (hereinafter referred to as "the client"). This includes specialized services and/or products or service components ("professional services"), which are either sold as a package or as standalone products and/or service components of software, licenses, and/or hardware to small and medium-sized enterprises as well as large companies.
The subject matter of the contract includes in particular the following services, partially as mixed contract types:
• Implementation projects (specialized, highly specialized services)
• Monitoring and risk assessment regarding information security incidents
• Maintenance & review of the implemented security systems within the framework of security policies
• Training and awareness
• Managed Security Services
• Consulting
• Licenses and hardware
• Conducting pentests
• Document management system
• Templates
If the provision of services is also agreed upon in accordance with the contract, the contracting parties agree that this fundamentally involves projects within the framework of the orders placed here and not social insurance liable employment relationships between the contractor and the respective client. There is no acting under instruction and/or integration into the client's work organization.
§ 3 Conclusion of Contract
1. Offer and Acceptance
Binding contracts generally require the written acceptance of a likewise written, binding offer. The essential contractual conditions are summarized by Schönbrunn TASC GmbH as the contractor in a written offer along with annexes. The contractor is bound to this for a regular duration of one week, unless a different binding duration is expressly stated in the written offer. An acceptance after the expiration of this period is to be understood as a new offer from the client, the acceptance of which is at the contractor's sole discretion.
2. Orders and order confirmations
Orders of the contracting partner (client) are generally legally binding for them. A contract comes into effect in such situations, among other cases, when the contractor confirms this order in writing or fulfills the order unconditionally.
3. Preliminary Negotiations
In the context of preliminary negotiations or statements, offers, and declarations made by the contractor or its employees via internet appearances are essentially to be understood as an invitation to tender and are therefore non-binding and without obligation. Product descriptions made in this context do not constitute an agreement on the nature of the goods nor a guarantee of quality.
4. Cost estimates
Estimates are generally non-binding and subject to change unless the binding nature is expressly guaranteed. If a contract is based on an estimate, Schönbrunn TASC GmbH is liable for the accuracy of the estimate only if a warranty is provided in the written contract (see § 649 BGB).
§ 4 Prices and Payment Terms
1. Net prices plus sales tax
All prices and price information are in Euros and are understood as net prices plus the applicable statutory VAT at the time of delivery. If the order also includes the delivery of goods, the prices are from stock, unpackaged, uninsured, and not cleared.
2. Payment Delay
In the event of payment default by the client, the contractor is entitled to charge interest for legal transactions in which a consumer is not involved, according to § 288 Abs. 2 BGB, in the amount of currently 6 percentage points above the respective base interest rate.
3. Price information
Price indications on the Internet, in price lists or catalogs are non-binding and subject to change.
4. additional charges
When providing services between 6:00 PM – 8:00 AM (Mon – Fri), an additional charge of 100% of the originally agreed hourly rate will be incurred; on weekends (Sat 12:00 AM to Sun 12:00 AM), a 150% surcharge will be applied.
5. Timing
One day corresponds to 8 hours. Billing for remote assignments is done in 0.25-hour increments. For onsite assignments, at least one day is billed. Any additional billing occurs in 0.5-hour increments.
6. hourly rate
If no agreement on an hourly rate exists, the hourly rate for consulting services is €225/hour and for IT security services is €150/hour.
7. Travel expenses and allowances
Unless otherwise specified in the price overview, travel costs and expenses will be charged for the provision of a service involving travel activities. The travel costs are based on the actual incurred expenses. The travel time is calculated at 50% of the hourly rate specified in the price overview. The expense rate is a flat rate of €120.00 per service day rendered.
§ 5 Delivery Dates and Delivery Times
1. Obligation
Delivery dates and delivery times are binding only when they are expressly agreed upon in writing in the contract or its annexes. Delivery is always subject to the condition "while supplies last."
2. Discretion
Unless a fixed delivery date has been expressly agreed upon, the contractor has the right to determine the delivery time at their reasonable discretion; § 315 BGB applies.
3. Changes and additions to the order
In the event of later changes or additions to the order by the client that affect the delivery, the delivery date will be adjusted accordingly, and if necessary, a new binding delivery date must also be agreed upon.
4. Rescheduling of the delivery date
If circumstances arise that make it impossible to meet the delivery date, the delivery date will be postponed by a reasonable period.
5. Right of withdrawal of the client
The client may withdraw from the contract if he sets a reasonable grace period for the contractor after the extended deadline, and the order is not fulfilled within the grace period. The declaration of withdrawal must be made in writing. In such cases, the contractor's delivery obligation lapses due to the withdrawal.
6. Partial deliveries
The contractor is entitled to partial deliveries in deviation from § 266 BGB, provided that it is reasonable for the contracting partner.
7. Acceptance obligation
The contractor is obliged to collect or, if necessary, accept the goods. Delivery is considered to have been made as soon as the goods are made available for collection at the agreed time or handed over to the carrier.
§ 6 Accounts and transfer of risk during shipping
1. Transfer of risk
The risk passes to the contractor as soon as the shipment has been handed over to the person carrying out the transport or has left the warehouse for dispatch. If the dispatch is delayed for reasons not attributable to the contractor, the risk passes to the client upon notification of readiness for shipment. The storage costs incurred in this case are borne by the client.
2. Packaging, shipping, and insurance
The shipping method is determined at the discretion of the contracting party, unless otherwise stipulated in the contract. The costs for packaging, shipping, and insurance are to be borne by the client, if applicable.
3. Duty to Complain
The inspection and complaint obligations are governed by § 377 HGB. The contractor must check the delivery immediately upon receipt for any transport damage that is not externally visible and report any damage in writing to the transport company as well as to the contractor.
§ 7 Retention of Title
The contractor retains ownership of the sold goods until all payments from the business relationship with the contracting partner are received. In case of seizures or other interventions by third parties, the contracting party must notify the contractor immediately and provide information about the seizure by presenting the enforcement protocol. The contractor is entitled, until all payments from the entire business relationship are received, to withdraw from the contract and demand the return of the purchased item in case of contractual violations by the contracting partner, especially in the event of payment delays. The assertion of claims for damages (especially loss of profit) is reserved.
§ 8 Set-off and Rights of Retention
The client may only offset claims or assert retention rights if its counterclaims have been legally established, undisputed, or acknowledged.
§ 9 Warranty claims for defects
The warranty for defects and the associated deadlines are fundamentally based on the legal provisions, which also depend on the specific type of contract, but subject to the following provisions: If the client claims a defect, they must prepare a comprehensible defect report and give the contractor the opportunity to investigate the defect and, if necessary, rectify it.
If a timely reported defect exists, the client must initially request free repairs or replacement from the contractor. Subsequent claims directed at withdrawal (cancellation of the contract) or reduction (decrease in the purchase price) remain excluded until then. Only when repair attempts have failed at least three times, or when the replacement deliveries repeatedly show the same defect and further waiting becomes unreasonable for the client, do the rights to withdraw and reduce revive. However, a withdrawal by the contracting partner is excluded if the defect is only minor.
If the contracting party decides to withdraw from the contract due to a defect after unsuccessful subsequent performance, they do not have any additional claim for damages due to the defect. In the sale of goods, such as hardware, the client must first send these, along with a comprehensible description of the defect, at their own expense and risk to the contractor's business location for examination and, if necessary, repair. If the examination reveals that no defect was present, the contracting party is obliged to pay the costs of the examination at the usual remuneration for this purpose. The legal provisions of §§ 478, 479 of the German Civil Code (BGB) regarding the recourse of the entrepreneur remain unaffected. Clearance items or used products are excluded from the warranty. The client's claims for defects expire, unless there is an undispensable legal liability due to intent or the law prescribes longer mandatory periods, after 12 months, calculated from the transfer of risk. This limitation period applies to all claims, in particular claims for compensation for defects related damages associated with any defects. Any guarantees from the contractor are based on the specific agreement reached at the time.
§ 10 Liability, Damages
The contractor's liability, as well as that of its statutory representatives or vicarious agents, for slightly negligent violations of insignificant contractual obligations is excluded. In the event of a violation of essential contractual obligations that is not based on intent or gross negligence of the contractor, the liability is limited to the foreseeable, contract-typical direct damage. Liability is excluded for damages due to legal defects, for indirect damages, consequential damages, or lost profits, unless the liability is based on intent or gross negligence of the organs or senior executives of the contractor. The client is responsible for regularly backing up data independently. The contractor assumes no liability for data loss or the costs of unnecessary data entry, as well as any recovery costs. To the extent that the contractor's liability is excluded or limited under the above provisions, this also applies to the personal liability of the organs, representatives, employees, and vicarious agents. Liability under the Product Liability Act remains unaffected by the aforementioned limitations of liability.
§ 11 Miscellaneous
1. Choice of law
All contracts under this agreement are exclusively subject to the law of the Federal Republic of Germany, excluding the UN Sales Convention.
2. Place of performance and jurisdiction
The place of performance and exclusive jurisdiction is the location of the contractor's main establishment, as the respective contracting parties are merchants, legal entities under public law, or public-law special assets. However, the contractor is entitled to sue the contracting party at any other legal venue as well.
3. Data protection, data secrecy
Data protection is of utmost importance in this highly sensitive business area. The parties mutually commit to keeping all business and trade secrets of the other side confidential, not to disclose them to third parties, or to exploit them in any way. The documents and information received by one contracting party due to the business relationship may only be used within the framework of the respective contractual purpose. The parties commit to ensuring that all employees, agents, and subcontractors involved in the project or data processing are legally bound in writing to adhere to the data protection regulations, including § 5 BDSG. These obligations continue to exist even after the termination of the contract.
4. Severability Clause
If one or more provisions of these General Terms and Conditions are or become ineffective, or if they contain a regulatory gap, the parties shall replace or supplement the ineffective or incomplete provision with an appropriate provision that most closely corresponds to the economic purpose of the intended provision. The validity of the remaining provisions shall remain unaffected.
5. Translations
In the case of translated versions, the German version of the General Terms and Conditions in the currently applicable version is authoritative.
6. Arbitration Agreement
All disputes arising in connection with the contract or regarding its validity shall be finally resolved in accordance with the arbitration rules and the Supplementary Rules for Expedited Proceedings of the German Institution of Arbitration e.V. (DIS), excluding the ordinary legal process. The place of the arbitration proceedings is at the business premises of the contractor. The applicable substantive law is German law. The language of the arbitration proceedings is German.
