AGB
General Terms and Conditions (GTC) Q Group AG as of January 2023
1. Scope
1.1 These General Terms and Conditions (hereinafter also referred to as “GTC”) apply to business relationships between Q Group AG (“Q Group”) and its customers. Q Group is an IT consulting company specializing in individual software development, process and technology consulting in the IBM and mainframe environment. 1.2 The content of the contract is always based on the offer documents created by Q Group and accepted by the customer. In the event of contradictions between the offer documents and the general terms and conditions, the offer takes precedence. 1.3 Our terms and conditions also apply if counter-confirmations are made by the contractual partner with reference to their own terms and conditions. Such counter-confirmations are hereby expressly contradicted. The customer's terms and conditions will only become part of the contract instead of or in addition to these General Terms and Conditions if the parties expressly agree to this in writing as part of the conclusion of the contract. 1.4 Deviations from these General Terms and Conditions, supplementary agreements and additional agreements are only effective if they are agreed in writing or confirmed by us in writing. Text form is excluded in these cases.1.5 Offers from Q Group are generally non-binding. In these cases, Q Group is entitled to reject orders. Q Group is bound to a binding offer for four (4) weeks from the date of submission of the offer, unless another period is specified in the offer documents. 1.6 Changes to the General Terms and Conditions will be communicated to the customer by email or post at least four (4) weeks before they come into force . If such changes are not objected to within one (1) month of delivery, they are deemed to have been accepted. If the customer objects within the deadline, Q Group has the right to terminate the contract existing with this customerm2. Service quality and scope can be canceled with a notice period of two (2) weeks.
2. Quality and scope of services
2.1 Q Group provides its services in accordance with the contractually agreed service description and in accordance with the recognized state of the art. The service description must be checked and confirmed by the customer for accuracy and completeness. Q Group is only obliged to comply with technical or other standards if these are expressly listed in the offer documents. Then these standards apply in the version valid at the time the offer is submitted. Service dates or deadlines are only binding for Q Group and trigger a default if they have been expressly designated as binding by Q Group in writing.2.2 If Q Group provides free services, they can do so at any time may be discontinued or made subject to payment after prior notice.2.3 Q Group is only obliged to provide source code if this is expressly agreed in the contractual documents.2.4 Q Group uses carefully selected own employees or third parties as subcontractors with the required qualifications to provide the service.2.5 Q Group organizes the agreed services yourself and on your own responsibility. QGroup independently determines the type, location, sequence and timing of the work, in particular the number of employees to be deployed. The customer is not authorized to give instructions to the Q Group's employees and vicarious agents, unless these are safety instructions to avert specific dangers and risks.2.6 The agreed remuneration only covers the scope of services documented in the offer documents. Additional services are invoiced separately based on the agreed rates, unless they are incessant and commercially irrelevant auxiliary services. If the service description in the offer documents contains unintentional gaps or ambiguities, Q Group is entitled to adapt the service description accordingly at its reasonable discretion. 2.7 Q Group does not provide legal advice and therefore bears no responsibility for compliance with laws through the agreed work results.
3. Customer Obligations
3.1 The customer recognizes his obligation to cooperate as a prerequisite for the provision of services by Q Group and thus as his contractual obligation. In particular, the customer must make decisions about project implementation and project content that are incumbent on him immediately and inform Q Group and immediately examine Q Group's suggestions for changes , these are not relevant for the provision of services. The customer will provide Q Group with all technical and other documents and information necessary for the successful implementation of the project in a timely manner without being requested to do so. The customer will continue to obtain the official approvals required for the implementation of a project in a timely manner. 3.3 The customer will be responsible for technical communication Q Group must name at least one sufficiently qualified technical contact person as a “Single Point of Contact” (SPOC). As part of projects, the customer will appoint a project manager for this purpose. This project manager will be available or available for regular coordination appointments and project planning by telephone, email or on site. In the event of absence, the customer will appoint a representative to Q Group. The project manager or his representative must be able to provide technically sound feedback on the requirements set by Q Group and to answer questions from Q Group at short notice (within five working days at the latest).3.4 The customer will take all necessary measures to ensure that the service is provided to prevent and minimize damage through Q Group. Before services are provided, the customer is responsible for protecting all data used by him from loss in the form of backup copies. Q Group does not guarantee that existing computer configurations will remain in the form previously set up by the customer.3.5 The customer will provide the infrastructure of the target solution required for the project (hardware and software including necessary licenses, authorizations, user and system access) in time for Q Group to provide the service 3.6 In the case of maintenance work, the customer will notify Q Group of downtimes for planned maintenance and patches of the systems required to provide the service with a lead time of at least ten working days. In the event of unplanned short-term downtime of systems or absences of people, notification will be made immediately after it becomes known on the same day. In the event of short-term system failures, a foreseeable downtime must be communicated.3.7 If Q Group operates at the customer's location, the customer will provide the Q Group employees with suitable project rooms, project infrastructure and workstations, including any necessary system and remote access, free of charge.3.8 If Q Group will do so on If the customer works at the customer's location, the customer will inform the employees deployed in an appropriate form about the safety instructions applicable at the respective location. 3.9 If the provision of services by Q Group requires information and/or consent from the customer's works council, the customer will inform the works council accordingly or Obtain consent. The customer alone is responsible for assessing the relevant legal requirements.3.10 If the customer does not fulfill a duty or obligation, improperly or late, and Q Group is therefore unable to provide its services in accordance with the contract, the agreed execution deadlines will be extended in accordance with the delay plus a reasonable deadline for resumption Work. If the customer allows a reasonable deadline set by QGroup to remedy the situation to pass without success, Q Group will invoice the additional expenses caused, in particular for the extended provision of the staff or material resources, at the agreed rates.
4. Service changes (change requests)
Both parties may propose changes to the content and scope of the agreed services as well as the provision of additional services at any time (hereinafter “Change Request”). Unless otherwise agreed in an individual contract, a standard fee must be paid for the implementation of change requests.
5. Prices and payment terms
5.1 All prices are net prices. They do not include any statutory VAT. Fixed prices are billed in accordance with the contractual conditions:5.2 Within the scope of remuneration based on hourly rates, quarter hours that have begun are billed in full.5.3 If the remuneration is based on “man-days”, “person-days”, etc. worked, such a “day” corresponds to eight (8 ) Time hours of an employee on a calendar day. Excesses and shortfalls will be calculated proportionately.5.4 Costs for the purchase of hardware components or third-party services will be invoiced to the customer immediately with ten (1) days' notice and must be settled in a timely manner.5.5 Travel costs, expenses and other additional costs as well as expenses incurred for the provision of the services contractually owed services by Q Group will, unless otherwise agreed, be invoiced additionally and at cost.5.6 Invoices are due for payment 30 days after receipt of the invoice; The granting of discounts is excluded. In case of doubt, invoices are deemed to have been received three working days after the invoice date.5.7 If Q Group incurs additional work due to gaps or ambiguities in the documents provided by the customer, Q Group may invoice this additional work at the agreed rates. This also applies to additional effort that is attributable to contradictory or incorrect information on the part of the customer.5.8 The elimination of faults caused by improper intervention is not included in any fixed prices and will be invoiced based on effort.5.9 Goods delivered by Q Group and services provided remain the property of Q Group until the invoice amount has been paid in full.
6. Late Payment
6.1 A delay in payment occurs when the payment deadlines are exceeded, which, unless otherwise agreed in Section 5 of these General Terms and Conditions, are exceeded. 6.2 If a customer defaults on a payment, Q Group can refuse further execution of the order after prior notice. Costs incurred up to that point will be invoiced.6.3 Q Group is entitled to charge default interest of 9% above the base interest rate of the Deutsche Bundesbank from the time the default occurs. The assertion of further claims remains unaffected by this.6.4 If the customer is in arrears for a period of at least 30 days, intentionally stops making payments, or circumstances become known that call the customer's creditworthiness into question, all payment obligations arising from the business relationship with Q Group will be canceled immediately due and payable. Further services will then only be available against advance payment. Furthermore, Q Group is entitled to withdraw from unfulfilled contracts, although further claims remain unaffected.
7. Copyright and usage rights
7.1 Q Group grants the customer a simple, non-transferable right of use, unlimited in time and space, for its internal company purposes for the trades and service results created for it (hereinafter collectively “work results”). Q Group grants this right to the customer subject to full payment and, in the case of trades, acceptance. Transferability of the right of use to the customer's affiliated companies (§§ 15 ff.AktG) is expressly excluded. 7.2 Until full payment and, in the case of trades, until acceptance of the work results, the customer has the right to test the work results as agreed. This right expires if the customer is in arrears with payment of the remuneration for more than 30 days. A separate reminder from Q Group is not necessary for this.7.3 Paragraph 7.1 does not apply to standard products that are part of the work result. Standard products are distinct products or solutions from Q Group or third parties that are subject to their own license conditions. The customer's rights to these standard products are determined exclusively by their license conditions.7.4 To the extent that Q Group provides standard software products in accordance with Section 7.3 (hereinafter referred to as "QGroup software") for which there are no separate license conditions, the following regulations apply:7.4.1 The customer is entitled to the non-exclusive right to use the Q Group software, which is limited to the term of the contract (unlimited in the case of software purchase).7.4.2 The customer may neither use the Q Group software itself nor the rights to it You will not rent, loan, sell, sublicense, allow third parties to use, assign or transfer the Q Group Software, nor copy the Q Group Software or authorize the copying of the Q Group Software, in part or in whole, except as expressly permitted herein. 7.4.3 The customer may not edit, decompile or disassemble the Q Group software, remove program parts, reverse engineer or otherwise attempt to derive the source code; except to the extent that the customer is permitted to carry out editing, reverse engineering or decompiling in accordance with mandatory law.7.4.4 If the Q Group software is provided to the customer for testing purposes, his rights of use are limited to actions that are necessary to determine the status of the QGroup -Software and suitability for the customer's operation. In particular, productive operation of the software or preparation for productive operation is not permitted. 7.4.5 The customer will not make the software accessible to third parties without the prior written consent of Q Group. There is no entitlement to granting consent to make the Q Group software available to third parties. The customer will not remove alphanumeric identifiers, trademarks and copyright notices.7.4.6 Any additional program code (e.g. patch, update) that is made available to the customer for the purpose of troubleshooting or as part of maintenance or other contractual services will be considered a component The Q Group software provided in each case is considered and is subject to the conditions of these General Terms and Conditions, unless otherwise agreed. 7.4.7 In all cases in which the customer's rights of use end, existing copies of the software must either be destroyed by the customer against proof or returned to Q Group. If the software is permitted to be passed on to affiliated companies or third parties, the customer will assure Q Group in writing that all parties involved will comply with these obligations. Statutory retention obligations remain unaffected by this.7.5 Deviating from Section 7.1, the customer receives usage rights for work results that contain “open source software” or adaptations of this software in accordance with the relevant license conditions for this software (e.g. “GNU General PublicLicense”). Both parties undertake to comply with these license conditions.7.6 The grant of rights in accordance with Section 7.1 does not apply to concepts, materials or solutions pre-existing at Q Group (hereinafter “Q Group IP”), including the changes and additions made thereto. Q Group retains all rights to Q Group IP at all times. The rights of use granted to the customer to the Q Group IP incorporated into the work results are determined by the contractual purpose adopted by both parties. The isolated use of Q Group IP is excluded.7.7 Q Group is entitled in any case and without restriction to use the work results including the know-how acquired during the implementation of the project, in particular the concepts, procedures, methods and interim results on which the work results are based, while maintaining its confidentiality obligations 7.8 If, as part of Q Group's service provision, work results are created that are patentable or utility model eligible, Q Group may file a corresponding property rights application in its own name and on its own account. Q Group will grant the customer the right to use the property rights together with the work results to the extent necessary. A separate remuneration for this property right license is not payable.7.9 The customer grants Q Group the simple right to use existing intellectual property free of charge, to the extent that this is essential for Q Group's own provision of services.
8. Confidentiality, data protection and security
8.1 The parties will keep secret all confidential information of the other party that comes to their knowledge in the course of the collaboration, i.e. protect it from access by unauthorized persons with the necessary care. The subcontractors and employees of Q Group employed in accordance with the contract are not authorized within the meaning of this regulation. The parties undertake to only involve those employees or third parties in the collaboration who have previously agreed to confidentiality in a comparable form. 8.2 All information of a party - regardless of its form - that is marked in writing as confidential or whose confidentiality is clearly due to its nature is confidential results, in particular operational and business secrets. This also includes QGroup IP and proprietary source codes that the customer receives from Q Group.8.3 Non-confidential information is information that the receiving party can prove that it is either (1) generally accessible, or (2) already available without any obligation of confidentiality were owned by the party, (3) were developed independently and without use of confidential information by another party or (4) the information was lawfully acquired from a third party who was not obliged to maintain confidentiality. 8.4 If data is copied as a backup copy to Q Group as part of the contractual relationship and archived and possibly stored beyond the end of the contract, Q Group will keep unpublished data confidential and inaccessible to third parties.8.5 The sending of data, documents and templates of any kind in digital or printed form or on data carriers is at the customer's risk. The customer will prevent possible data loss by making backup copies beforehand. 8.6 If work is carried out on IT systems (both hardware and software) and/or on the customer's peripheral devices as part of an order, the customer will back up the data before providing the service. Q Group assumes no liability in this respect.8.7 Q Group is entitled to retain a copy of the work results and project documents for purely internal purposes, even if they contain confidential information. However, this authorization does not constitute an obligation, i.e. Q Group in particular cannot reserve any storage capacity beyond the period of project processing . The customer is solely responsible for storing his project information and results.8.8 The confidentiality obligations continue for three (3) years after the end of the respective contract.8.9 The parties will comply with the applicable regulations for the protection of personal data. If Q Group processes the customer's personal data as a processor (e.g. as part of support or development with access to the customer's real data), the parties enter into an agreement on order processing in accordance with customary market standards. In the case of third-party services, Q Group may make corresponding agreements with third parties.
9. Contract duration and termination
9.1 Unless otherwise stated in the offer, the start of the contract is the day on which the offer is accepted by the customer or, if Q Group begins to provide the service beforehand, the day the service begins.9.2 For individual orders, the information on contract duration and notice periods specified in the offer documents applies.9.3 Contracts can be of Both parties can be terminated at any time with two (2) weeks' notice to the end of the month, unless otherwise stated in the contract documents. Services provided to date will be paid proportionately. In the event that Q Group incurs costs as a result of the customer's premature termination (e.g. costs for demobilization and reallocation of resources), the customer will compensate QGroup for this. § 648 BGB does not apply. 9.4 The right to terminate a contract in writing for good cause remains mutually reserved. If the reason for termination is a breach of an obligation under this contract, the terminating party must give the other party a reasonable period of time to remedy the reason for termination before termination. An important reason for termination is all circumstances that make further cooperation with the other party unreasonable, in particular late payment of significant amounts or repeated or persistent serious deficiencies in the provision of services or cooperation.
9.5 All terminations under this contract must be made in writing.
Sending the cancellation letter as a scan via email is permitted.
