General Terms and Conditions

1. These General Terms and Conditions, accepted by both contracting parties, govern the business relationship between Vision IT Consulting GmbH, represented by Managing Director Marcus Kerth, Herrnsheimer Hauptstraße 1B, 67550 Worms (hereinafter referred to as “Contractor”), and the client (hereinafter referred to as “Client”) as a service contract within the meaning of §§ 611 ff. of the German Civil Code (BGB), unless otherwise agreed in writing between the parties.
2. The Contractor offers various IT services for booking.
3. The subject matter of the contract is the provision of an agreed service (service contract), not the achievement of a specific result (not a contract for work). The commissioned services shall be deemed provided once the required services have been rendered and any questions that arise have been addressed. The Client undertakes, in their own interest, to provide all relevant information truthfully and completely.
4. These General Terms and Conditions apply only to businesses within the meaning of § 14 BGB and not to consumers as defined in § 13 BGB.
5. These terms and conditions apply to all present and future business relationships between the Contractor and the Client.
6. Deviating, conflicting or supplementary General Terms and Conditions shall not become part of the contract, even if known, unless the Contractor has expressly agreed to them in writing.

1. The Client books a corresponding service from the Contractor. The Contractor accepts the booking with a booking confirmation. A booking may be made in person, by email, via contact form, or through the Contractor’s website.
2. The contract is only concluded when the Contractor confirms the Client’s booking. The Client’s booking is binding. The Client will receive the payment terms and the scope of services with the booking confirmation.
3. The Contractor’s offers are non-binding. Acceptance, additions, amendments and collateral agreements require written confirmation by the Contractor.
4. The Contractor reserves the right to decline a service contract without giving reasons, e.g. due to specialisation or legal restrictions preventing the Contractor from performing the service. In this case, the Contractor retains the right to remuneration for services rendered up to the point of rejection.
5. The offer defines the specific scope of services, the obligations of the parties, and the terms of delivery and payment (“Service Description”). Any subsequent changes are not part of the original agreement and will be invoiced separately if necessary.
6. The offered services may consist of one-time services and/or recurring services over a fixed term.

1. The Contractor provides services to the Client by applying its knowledge and skills in the aforementioned areas. A subjectively expected result cannot be promised or guaranteed.
2. The Client undertakes to use the informational materials, reports, and analyses provided by the Contractor solely for internal purposes. The Client receives an exclusive, non-transferable right of use. All documents and spreadsheets are either personal or individually prepared for the Client by the Contractor.
3. All materials provided by the Contractor are protected by copyright. This includes both website content and other documents. The Client is not entitled to reproduce, distribute, or publicly display such materials. The Client is also prohibited from making visual, audio, or video recordings of service methods without the Contractor’s express permission.
4. No liability is assumed for the accuracy of technical data or other information provided by third parties. These are also not considered guaranteed characteristics within the meaning of the BGB.

1. The service is based on cooperation. The Client is not obligated to implement the Contractor’s recommendations. The Client acknowledges that all actions taken as part of the service are within their own area of responsibility. The Client is responsible for providing a correct email address and for regularly checking their emails.
2. The Contractor may postpone services if it or a third-party provider is hindered—due to unrest, strike, lockout, natural disasters, severe weather, traffic disruptions, illness or similar circumstances not caused by the Contractor—from performing the service on the agreed date. The Client shall not be entitled to compensation in such cases.
3. The Contractor may use subcontractors or third parties to perform services without needing the Client’s approval. The Contractor remains responsible for proper fulfillment of contractual obligations.
4. Descriptions and representations of services on the Contractor’s website are for illustrative purposes only and should not be regarded as binding.
5. The Contractor may make professional adjustments to service content or processes, such as updates or developments, provided these do not significantly alter the overall service and are reasonable for the Client.
6. The Client is obliged to cooperate as needed for the proper performance of services. Specific duties are defined in individual contracts.

1. Payments must be made directly by the Client using the payment methods indicated in the invoice following service completion. Payment is due upon booking and receipt of invoice by email. The payment term is 10 days from the invoice date unless otherwise agreed.
2. All prices on the Contractor’s website or in the offer are net prices plus statutory VAT.
3. The Client will be in default if payment is not made within the invoice or agreed payment term. In case of default, the Contractor may charge default interest, reminder fees and the lump sum in accordance with §§ 288 I, II BGB. The Contractor may also suspend recurring services without losing the right to the agreed payment.
4. The Contractor may reasonably increase service prices after the end of the agreed service term. This is first possible after the initial contract period.

1. If services are provided outside the agreed hours at the Client’s request, the following surcharges apply:
   a. On weekdays (Monday – Friday): 50% surcharge on standard hourly rates.
   b. On weekends and public holidays: 100% surcharge on standard hourly rates.
2. These surcharges are added to the standard hourly rates and must be paid by the Client in addition to regular service costs.
3. The Contractor is not obligated to provide services outside agreed service hours and may accept or decline such requests at its own discretion.
4. The Client has no entitlement to services outside agreed hours. Such services require the Contractor’s prior express consent.
5. The Contractor will inform the Client promptly whether it accepts or declines such a request and notify the Client of any applicable surcharges and estimated costs.

1. The Client agrees to support the Contractor to the best of their ability. This includes:
   a. Providing all information and documents necessary for the service.
   b. Allowing access to relevant systems, networks, and hardware as required.
   c. Ensuring technical infrastructure and working conditions, including workplace and communication tools.
2. The Client must ensure that all approvals for using systems and data are in place and that such use complies with applicable laws.
3. The Client must inform the Contractor immediately of any changes or disruptions to IT systems that may affect service delivery.
4. The Client is responsible for ensuring that its staff collaborating with the Contractor are appropriately qualified.
5. The Client shall implement all necessary security measures to protect Contractor access and ensure data integrity and confidentiality.
6. If the Client fails to fulfill its duties, resulting in delays or service failure, the Contractor may invoice additional efforts, including time and costs caused by such delays.
7. The Contractor may suspend services if the Client fails to cooperate. The Client remains obligated to pay the agreed fees.
8. The Client’s cooperation obligations are essential contractual duties. Failure to comply may result in termination of the contract by the Contractor.

1. The term of the service contract is set forth in the individual agreement. If the service is a one-time engagement, this will be noted and the following paragraphs do not apply.
2. Ordinary termination must be made in writing at least three months before the end of the term.
3. The right to extraordinary termination remains unaffected.
4. If not terminated within the notice period, the contract renews for the same term.
5. After the initial term, termination is possible with three months’ notice before the end of the renewed term. Notice must be in writing.
6. Cancellations of ongoing contracts require written consent from both parties. The Contractor may claim compensation for services already provided or expenses incurred.

1. All rights to service results provided by the Contractor—especially copyrights, design rights, trademarks, and all other intellectual property (including all development stages)—are solely and fully owned by the Contractor.
2. The Client hereby transfers all such rights to the Contractor at the time of creation, with unlimited exclusive use rights in terms of time, geography, and content.
3. The Contractor retains all rights to its logo and brand. The Client may not use them without prior approval.
4. Intellectual property, copyrights, and related rights to project-specific adaptations remain with the Contractor unless otherwise agreed. The Client receives only usage rights as specified.

1. Both parties agree to treat business secrets and other confidential information as such, using at least the care of a prudent businessperson.
2. Use of confidential information is limited to this agreement. Disclosure to third parties requires prior written consent. Affiliated companies and legally obligated advisors are not considered third parties.
3. If legally required, the recipient may disclose confidential information but must notify the disclosing party if permitted by law.
4. Confidentiality obligations apply to employees and subcontractors even after employment ends.
5. Exemptions apply to information that:
   a. Was already public at contract start or becomes public without breach;
   b. Was developed independently by the recipient;
   c. Was lawfully received from third parties without a confidentiality obligation.
   The burden of proof for such exceptions lies with the claiming party.
6. Upon contract termination, parties must return or delete confidential information upon request, except for legally retained data and backups.
7. The Contractor may use experience, ideas, and methods gained during contract execution, unless it violates the Client’s intellectual property rights. Confidentiality remains unaffected.

1. The Contractor shall be liable to the Client in all cases of contractual and non-contractual liability for intent and gross negligence in accordance with statutory provisions for damages or reimbursement of futile expenses.
2. In all other cases—and unless otherwise specified in paragraph 3—the Contractor shall only be liable for breach of a contractual obligation, the fulfillment of which is essential for the proper execution of the contract and on which the Client may regularly rely (so-called cardinal obligation). In such cases, liability is limited to foreseeable and typical damages. In all other cases, the Contractor’s liability is excluded subject to paragraph 3.
3. Liability for damages resulting from injury to life, body, or health, as well as under the Product Liability Act, shall remain unaffected by the above limitations and exclusions.
4. The Contractor shall protect its Clients to the best of its ability against cybercrime. However, such incidents cannot always be prevented. In the event of damage to the Client caused by cybercrime, the liability exclusions in paragraphs 1 to 3 shall also apply, with the stated exceptions.
5. Except as provided in the preceding paragraphs, the Contractor shall not be liable for damages arising from the services provided, unless caused by gross negligence or intent. In this context, the Contractor especially assumes no liability for loss of profit, data loss, or other indirect damages.

The parties shall comply with the data protection laws applicable to them.
(2) Insofar as the Contractor processes personal data of the Client on the Client’s behalf in the course of service delivery, the parties shall enter into a customary data processing agreement in accordance with Art. 28 GDPR before processing begins.
(3) The Client consents to the Contractor processing and storing the data necessary for providing the services. Data will only be disclosed to third parties with the Client’s express consent or where legally required.
(4) The Contractor’s separate privacy policy also applies, available at the following link: Data  Privacy

There is no right of withdrawal, as the Client is always a business entity.

1. The Contractor reserves the right to change or supplement these General Terms and Conditions at any time, as necessary to reflect changes in legal regulations, court rulings, technical circumstances, or to close regulatory gaps, particularly to adapt to new services or functions.
2. Changes or additions to the GTC will be communicated to the Client in text form (e.g., by email or via the Contractor’s website) at least six weeks before they take effect. The Client has the right to object to the changes within four weeks of receiving the notification. If the Client does not object within this period, the amended GTC shall be deemed accepted.
3. If the Client objects to the changes within the stated period, the Contractor has the right to terminate the contract with one month’s notice. Until termination, the current version of the GTC shall continue to apply.
4. The change notification will highlight the material changes and clearly explain the objection deadline and the consequences of failing to object.

1. Should individual provisions of these GTC or the specific service agreement be invalid or void, the validity of the remaining provisions shall remain unaffected. The invalid or void provision shall be replaced by a provision that, in a free interpretation, most closely reflects the intent of the parties or the contractual purpose.
2. The law of the Federal Republic of Germany shall apply.
3. Amendments and supplements to the GTC or the service agreement must be made in writing to be valid. No oral side agreements exist.
4. The place of jurisdiction for all disputes arising from the contractual relationship is the Contractor’s registered office.