General Terms and Conditions of Tröger IT Business Consulting GmbH

1. Scope of these terms and conditions

(1)

The following general terms and conditions apply to all legal transactions between Tröger IT Business Consulting GmbH and its contractual partner, hereinafter referred to as the client. Deviating general terms and conditions of the client shall not apply.

(2)

Tröger IT Business Consulting GmbH provides services in the areas of business process management, application performance management, process consulting and management consulting, primarily in the areas of consulting and design, integration and migration, operation and support, development and training. Tröger IT Business Consulting GmbH also acts as a reseller of software products in the above-mentioned areas.

2. Scope of services and reporting obligation

(1)

A more detailed description of the services to be provided can be found in the offer, the order confirmation, the appendices thereto and any service descriptions of Tröger IT Business Consulting GmbH. All documents mentioned are components of the contract concluded between the parties.

(2)

The services of Tröger IT Business Consulting GmbH have been rendered when the necessary activities resulting from 2.1 have been carried out. If there are no written task descriptions and assignments, it is irrelevant whether or when the conclusions or recommendations are implemented by the client.

(3)

Events of force majeure that make performance significantly more difficult or temporarily impossible, or hindrances due to a lack of cooperation on the part of the client, shall entitle Tröger IT Business Consulting GmbH to postpone the fulfillment of its service for 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 and serious. The parties shall inform each other immediately of the occurrence of such circumstances.

(4)

At the request of the client, Tröger IT Business Consulting GmbH shall provide information on the status of the execution of the order. If Tröger IT Business Consulting GmbH is to prepare a comprehensive written report, in particular for submission to third parties, this must be agreed separately.

3. Changes to the order

(1)

Changes and additions to orders must be made in writing.

(2)

Tröger IT Business Consulting GmbH is obliged to take account of the client's requests for changes insofar as this is reasonable within the scope of operational capacities, in particular with regard to expenditure and scheduling. Any additional costs incurred as a result shall be remunerated in accordance with Section 4.2. of these General Terms and Conditions.

4. Remuneration

(1)

The remuneration agreed in the offer or in the order confirmation shall apply. Unless otherwise stipulated in the contract, payments are due after invoicing and without deduction.

(2)

If the client changes or cancels orders, work, planning and the like or changes the conditions for the provision of services, the contracting parties shall agree on the settlement of the previously provided or changed service volume. This also includes obligations which Tröger IT Business Consulting GmbH has entered into with third parties for the fulfillment of the order.

(3)

If the client withdraws from the contract before the start of order processing, Tröger IT Business Consulting GmbH may demand an appropriate portion of the agreed fee as a cancellation fee.

(4)

All amounts to be paid are subject to statutory value added tax at the applicable rate.

(5)

External costs, disbursements and expenses shall be reimbursed separately to Tröger IT Business Consulting GmbH on presentation of the relevant receipts. Details are described in the order.

5. Obligations of the client to cooperate

(1)

The client shall support Tröger IT Business Consulting GmbH to the best of his ability in the sense of a trusting cooperation and shall create all conditions necessary for the proper execution of the order in his sphere of operation; in particular, he shall provide all documents and information necessary and significant for the execution of the order in good time. The client shall inform Tröger IT Business Consulting GmbH immediately of all circumstances that arise in the course of project execution and that are likely to influence processing.

(2)

The client shall only involve or commission other service providers in connection with this order with the agreement of Tröger IT Business Consulting GmbH.

6. Liability of Tröger IT Business Consulting GmbH

(1)

Tröger IT Business Consulting GmbH shall only be liable for damages caused intentionally or through gross negligence by itself or its vicarious agents.

(2)

Liability for slight or simple negligence shall only exist in the event of a breach of material contractual obligations. In this case, liability shall be limited to the typical damages for comparable transactions of this type that were foreseeable at the time the contract was concluded or at the latest when the breach of duty was committed. Liability for damages not typical of the contract is excluded.

(3)

The client's contractual claims for damages against Tröger IT Business Consulting GmbH shall expire two years after the claim arises.

7. Confidentiality and data protection

(1)

Tröger IT Business Consulting GmbH undertakes to treat all knowledge made available to it on the basis of this order, in particular concerning company data, balance sheets, plans, documents and the like, as strictly confidential for an unlimited period of time and to oblige both its own employees and third parties engaged by it to maintain absolute confidentiality in the same way.

(2)

The client agrees that the contents of the contract and services provided under this contract may be stored and processed electronically by Tröger IT Business Consulting GmbH in compliance with data protection regulations. Both parties to the contract undertake not to pass on to third parties any data stored electronically in the course of fulfilling the contract.

8. Protection of intellectual property

The reports, plans, drafts, lists and calculations produced by Tröger IT Business Consulting GmbH may only be used for the contractually agreed purposes. Any non-contractual use of these services, in particular their publication by any means whatsoever, requires a separate agreement. This shall also apply if the service provided is not subject to special statutory rights, in particular copyright.

9. Contract duration, notice periods

Unless otherwise agreed, the contract can be terminated with a notice period of 14 days to the end of the month. The right to terminate without notice for good cause remains unaffected. Notice of termination must be given in writing.

10. Right of retention and retention of documents

(1)

Tröger IT Business Consulting GmbH shall have a right of retention to the documents provided to it until its claims have been settled in full.

(2)

After settlement of its claims arising from the contract, Tröger IT Business Consulting GmbH must return all documents which the client or a third party has handed over to it in connection with the execution of the order. This shall not apply to correspondence between the parties or simple copies of reports, organization charts, drawings, lists, calculations, etc. produced as part of the order, provided that the client has received the originals.

(3)

The obligation of Tröger IT Business Consulting GmbH to retain the documents expires six months after delivery of the written request for collection, otherwise three years, in the case of the documents retained in accordance with Section 10.1 five years after termination of the contractual relationship.

11. Final provisions

(1)

The client is not entitled to assign its claims arising from the contract.

(2)

Offsetting or the assertion of a right of retention by the client is only permitted with recognized or legally established counterclaims.

(3)

Amendments and supplements to these terms and conditions or the contract must be made in writing and must be expressly identified as such.

(4)

The law of the Federal Republic of Germany shall apply. The place of performance and jurisdiction is the registered office of Tröger IT Business Consulting GmbH.

Status: 02/2022