Terms and Conditions
Section 1: Scope
(1) These General Terms and Conditions (GTC) apply to all contracts between SmartFlow (hereinafter "Contractor") and the Client for consulting, optimization, and digitalization services.
(2) Deviating terms and conditions of the Client are not recognized unless the Contractor expressly agrees to their validity in writing.
(3) These GTC also apply to all future business transactions with the Client, insofar as they involve related legal transactions.
Section 2: Subject Matter of the Contract
(1) The Contractor provides consulting services in the areas of process optimization, digitalization, and automation for businesses.
(2) The specific scope of services is determined by the respective offer or order confirmation of the Contractor.
(3) The Contractor is entitled to engage third parties (subcontractors) to fulfill their service obligations.
Section 3: Offer and Contract Formation
(1) The Contractor's offers are non-binding.
(2) A contract is only concluded through the Contractor's written order confirmation or through the actual provision of services.
(3) Verbal side agreements require written confirmation to be effective.
Section 4: Service Provision
(1) The Contractor provides the agreed services to the best of their knowledge and belief in accordance with recognized technical standards and current professional practices.
(2) The Client provides the Contractor with all information, documents, and access required for service provision in a timely and complete manner.
(3) Service dates are only binding if expressly confirmed as binding by the Contractor.
(4) Delays due to insufficient cooperation by the Client or force majeure entitle the Contractor to an appropriate extension of service deadlines.
Section 5: Client Cooperation Obligations
(1) The Client designates a responsible contact person who is authorized to make and receive declarations.
(2) The Client ensures that the required employees are available for workshops, interviews, and training sessions.
(3) The Client provides the necessary IT infrastructure and workstations insofar as services are provided on-site.
(4) The Client reviews interim and final results promptly and communicates any objections in writing within 14 days. After this period, the results are deemed accepted.
Section 6: Compensation and Payment Terms
(1) Compensation is based on the agreed offer. All prices are final prices. No VAT is charged pursuant to Section 19 of the German VAT Act (UStG).
(2) For projects with a duration of more than one month, monthly installment invoices are permissible.
(3) Invoices are due for payment within 14 days of the invoice date without deduction.
(4) Travel costs, expenses, and other outlays are charged at cost unless otherwise agreed.
(5) In case of payment delay, the Contractor is entitled to charge default interest at a rate of 9 percentage points above the base interest rate.
Section 7: Confidentiality
(1) Both parties undertake to treat all confidential information obtained in the course of the contractual relationship as strictly confidential.
(2) This obligation continues even after termination of the contractual relationship.
(3) Information that is publicly known or that a party has lawfully received from third parties is excluded from the confidentiality obligation.
Section 8: Copyright and Usage Rights
(1) All work results created in the course of the contract (concepts, analyses, presentations, documentation, etc.) are protected by copyright.
(2) Upon full payment of the agreed compensation, the Client receives the simple, non-transferable right to use the work results for the agreed purpose.
(3) Transfer to third parties or other use requires the express written consent of the Contractor.
Section 9: Liability
(1) The Contractor is liable without limitation for intent and gross negligence.
(2) In the case of slight negligence, the Contractor is only liable for breach of material contractual obligations. In this case, liability is limited to the typical, foreseeable damage.
(3) Liability for indirect damages, in particular lost profits, is excluded in the case of slight negligence.
(4) The above limitations of liability do not apply to injury to life, body, or health, or to claims under the Product Liability Act.
(5) Liability for consulting services is limited to the agreed fee, unless intent or gross negligence is involved.
Section 10: Contract Duration and Termination
(1) The contract duration is determined by the respective offer or order confirmation.
(2) Both parties may terminate the contract for good cause without observing a notice period. Good cause exists in particular if a party repeatedly violates its material contractual obligations despite warning.
(3) In the event of early termination by the Client without good cause, the Contractor is entitled to the agreed compensation less saved expenses.
(4) Terminations must be in writing.
Section 11: Data Protection
(1) Both parties undertake to comply with applicable data protection regulations, in particular the GDPR.
(2) Insofar as the Contractor obtains access to personal data of the Client in the course of the contract, a separate data processing agreement will be concluded upon request.
Section 12: Final Provisions
(1) The place of performance for all services is the Contractor's registered office.
(2) The place of jurisdiction for all disputes arising from this contract is, to the extent legally permissible, the Contractor's registered office.
(3) The law of the Federal Republic of Germany applies, excluding the UN Convention on Contracts for the International Sale of Goods.
(4) Should individual provisions of these GTC be or become invalid, the validity of the remaining provisions remains unaffected. The parties undertake to replace the invalid provision with an effective provision that comes closest to the economic purpose of the invalid provision.
(5) Amendments and additions to these GTC must be in writing. This also applies to the waiver of this written form requirement.