General Terms and Conditions (GTC)

1. Scope

These GTC apply to contracts entered into by vektor4sight GmbH (hereinafter “vektor4sight”) for strategic business development, transformation, consulting and implementation, implementation support, management systems, sustainability / decarbonization, digitalization / AI, project management, training and enablement, and other agreed services provided to businesses within the meaning of Section 14 of the German Civil Code (BGB).

2. Incorporation and precedence of individual agreements

Individually agreed terms, in particular those set out in the project agreement, project order or offer, take precedence over these GTC. These GTC are incorporated into the contract only if the customer has been duly notified of their applicability at the time the contract is concluded and has had a reasonable opportunity to review them.

3. Conclusion of the contract and scope of services

The contract is concluded upon acceptance of an offer, confirmation of an order or signature. The nature and scope of the services owed are set out in the individual service description. Unless a specific result under a contract for work or a particular work product is expressly agreed, vektor4sight is obliged to provide the agreed services and does not guarantee any specific economic, technical, regulatory or certification-related outcome.

4. Customer cooperation obligations

The customer shall provide all necessary information, documents, data, access, contacts and decisions in a timely and complete manner. The customer shall ensure that it is entitled to provide the information and materials it supplies and shall inform vektor4sight of any known incompleteness or limitations. Within the scope of the engagement and insofar as reasonable, vektor4sight shall inform the customer of any apparent gaps or inconsistencies. A failure to cooperate, or delayed cooperation, may result in schedule changes and additional fees.

5. Cooperation partners, freelancers and subcontractors

vektor4sight may engage suitable employees, cooperation partners, freelancers or other subcontractors to provide the agreed services. vektor4sight is responsible for their selection and coordination. Unless otherwise agreed in the project agreement, vektor4sight remains the customer’s primary contractual partner and is responsible for the agreed overall services.

6. Changes and additional services

Changes or extensions to the scope of services shall be documented in text form. Any additional time or costs shall be remunerated separately unless otherwise agreed.

7. Fees and payment

Unless otherwise agreed, services are billed on a time-spent basis at the agreed day rate or hourly rate. For billing purposes, one day comprises eight billable working hours. If no separate hourly rate has been agreed, shorter or partial periods of time are billed pro rata on the basis of the day rate. Unless otherwise agreed, vektor4sight bills time-based services monthly. Invoices shall reasonably itemize the services provided by activity and time spent. Billing and any partial invoices for expressly agreed work-contract services are governed by the project agreement or project order. Invoices are payable within 14 calendar days without deduction. Travel time, travel expenses and other out-of-pocket expenses are charged as set out in the offer or project agreement.

8. Late payment

The statutory consequences of late payment apply. After giving reasonable notice, vektor4sight may withhold further services to the extent legally permissible.

9. Work products and acceptance

Where a work product capable of acceptance under a contract for work is expressly agreed, the acceptance criteria and deadlines set out in the project agreement or project order shall apply. No acceptance of a particular result is required for consulting, strategic advisory, project management or other services as such. Statutory rights and obligations relating to acceptance remain unaffected.

10. Rights of use and know-how

Upon full payment, the customer receives the rights of use agreed in the project agreement or project order in respect of work products created specifically for it. Pre-existing methods, frameworks, templates, tools, concepts, models, software, documents and other know-how remain with vektor4sight or the respective rights holder unless expressly agreed otherwise. Any full or exclusive transfer of rights requires an express agreement.

11. Confidentiality and third-party intellectual property rights

The parties shall treat as confidential all data, information, results and findings communicated to them directly or indirectly by the other party in connection with the contractual relationship (“Confidential Information”) and shall use them only for the purpose of performing the contract.

If vektor4sight engages third parties to provide its contractual services and those third parties gain access to Confidential Information, vektor4sight shall first impose the above obligations on them to the same extent.

These obligations do not apply to Confidential Information if and to the extent that it

1. was already generally known when received or became publicly accessible other than as a result of a breach of this contract, or
2. becomes generally known through no fault of either party, or
3. is or has been lawfully obtained from a third party, or
4. was already in the possession of the relevant party and was obtained without breaching this or any prior confidentiality agreement, or
5. must be disclosed by law or by order of a court, authority or other government body after all legal remedies have been exhausted; the disclosing party shall promptly notify the other party in writing after becoming aware of this disclosure obligation so that the other party may, at its discretion, take appropriate steps to prevent the Confidential Information from becoming public.

The confidentiality obligation continues after the contract ends. Any additional terms in a non-disclosure agreement (NDA) entered into by the parties remain unaffected.

If a third party asserts against the customer a claim alleging that the contractual use of a work product created by vektor4sight or provided as part of the agreed services infringes intellectual property rights, the customer shall promptly notify vektor4sight in text form and provide the information and documents required to assess and defend against the claim.

The parties shall coordinate the defense against such claims. The customer shall not make any admission or enter into any settlement without first coordinating with vektor4sight. This does not apply to measures that cannot be delayed for legal reasons or to avert an imminent and material disadvantage. vektor4sight shall be informed of such measures without delay.

If an infringement of intellectual property rights for which vektor4sight is responsible has occurred, vektor4sight may, in accordance with applicable law and at its own expense, either obtain the rights required for use in accordance with the contract or modify or replace the affected work product to remedy the infringement. This is subject to the agreed functionality and contractual usability not being materially impaired and the measure being reasonable for the customer.

vektor4sight is not responsible for infringements of intellectual property rights to the extent they are caused by materials or binding specifications provided by the customer, by changes not initiated or agreed by vektor4sight, or by use contrary to the contract. The same applies to infringements arising solely from combination with services not provided by vektor4sight, insofar as such combination was neither agreed nor required for use in accordance with the contract. vektor4sight remains responsible for its own breaches of duty, in particular any breach of existing duties to give notice or to review.

The customer’s statutory rights in respect of defects in title remain unaffected. Section 16 applies to claims for damages and reimbursement of wasted expenditure.

12. Use of AI systems

Where services are provided using AI systems, results may be erroneous, incomplete or unsuitable for the specific use case. vektor4sight gives no warranty that AI-generated content is error-free as such. Unless expressly agreed, vektor4sight is not required to conduct an independent legal, tax or other review under applicable professional legislation of AI-generated results. Any agreed professional review remains unaffected.

13. Sustainability, certification, permits and audits

Unless expressly agreed, vektor4sight is not required to obtain certification, achieve a successful audit or approval, or secure any official permit or recognition from external bodies.

14. Exclusion of legal, tax and audit services

Unless expressly and lawfully agreed otherwise, vektor4sight does not provide legal advice, tax advice or audit services. Any specialist reviews required may be arranged with suitable external specialists.

15. Use as a reference

vektor4sight may identify the customer as a reference, naming the company and/or using its logo, only with the customer’s prior consent.

16. Liability

vektor4sight shall have unlimited liability

1. in cases of intent or gross negligence,
2. for injury to life, body or health,
3. under the German Product Liability Act, and
4. to the extent of any guarantee expressly assumed by vektor4sight.

In the event of a slightly negligent breach of a duty that is essential to achieving the purpose of the contract (a cardinal duty), vektor4sight’s liability is limited to the loss that was foreseeable and typical for the relevant transaction, and in any event to a maximum of EUR 50,000.00 (in words: fifty thousand euros).

vektor4sight shall have no further liability.

The foregoing limitation of liability also applies to the personal liability of vektor4sight’s employees, representatives and officers.

17. Term and termination

For continuing obligations, the individually agreed terms and notice periods apply. The right to terminate for cause remains unaffected. Services already performed and unavoidable expenses incurred shall be paid for.

18. Force majeure

Events beyond a party’s reasonable control may suspend its performance obligations for the duration and to the extent of the interference, insofar as performance thereby becomes unreasonable.

19. Data protection

The parties shall comply with applicable data protection laws. Where required, the parties shall enter into a data processing agreement.

20. Governing law and jurisdiction

German law applies, excluding the United Nations Convention on Contracts for the International Sale of Goods (CISG). The courts of Paderborn shall have jurisdiction over all disputes arising out of or in connection with the contractual relationship, provided that the statutory requirements for an agreement on jurisdiction are met. Mandatory statutory places of jurisdiction remain unaffected.

21. Final provisions

Amendments and additions shall be made in text form insofar as legally permissible. In the event of versions in multiple languages, the German version shall prevail. If any provision is or becomes invalid, the validity of the remaining provisions shall remain unaffected.