General Terms and Conditions for Data Strategy Workshops, Data Strategy Consulting and In-House Data Strategy Seminars

Datentreiber GmbH, Am Obstgarten 27, 82362 Weilheim i. OB (hereafter: „Datentreiber“)

1.     Scope of application, subject matter of the contract

1.1.     These General Terms and Conditions (hereinafter: GTC) shall apply to the events of in-house workshops (hereinafter: “Data Strategy Workshops”) and/or in-house training courses (hereinafter: “In-House Seminars”) and/or the provision of individual consulting services (hereinafter: “Data Strategy Consulting”) by Datentreiber to the client as named in the offer form (hereinafter: “Client”).

1.2.    The services under this agreement shall be directed exclusively to entrepreneurs within the meaning of Section 14 of the German Civil Code, i.e. natural or legal persons or partnerships with legal capacity who, when concluding a legal transaction, act in the exercise of their commercial or independent professional activity and to legal persons under public law or special funds under public law. If required, the participant shall provide suitable evidence of its entrepreneurial status, e.g. copy of the trade license, entry in the commercial register, at the request of Datentreiber.

1.3.     The validity of the participant’s general terms and conditions is excluded. This shall also apply if Datentreiber has been made aware of such other contractual terms and conditions.

1.4.    The type and scope of Datentreiber’s services and the remuneration shall be based on the respective seminar description, which is available on Datentreiber’s website.

2.     Conclusion of contract

Datentreiber shall initially send the Client an offer form. The contract is regularly concluded upon timely receipt of the client’s acceptance in text form (e.g. countersigned offer by mail, fax or e-mail).

3.     Datentreiber services

3.1.     Datentreiber shall provide the Client with in-house workshops (“Data Strategy Workshops” pursuant to Clause 4.), in-house training of the Client’s employees (“In-House Seminars” pursuant to Clause 4.) as well as services relating to data-driven strategies, in particular consulting on the implementation of business models and processes (“Data Strategy Consulting” pursuant to Clause 5.).

3.2.    The subject of the contract are the services specifically agreed in the offer form.

4.     Data strategy workshops and in-house seminars

4.1.    The data strategy workshops and in-house seminars are internal training sessions for companies and are only conducted for the client. Datentreiber is responsible for the content and execution of the data strategy workshops and in-house seminars, including providing a speaker, preparing and following up with participants, and creating workshop or seminar materials.

4.2.   The organization of the data strategy workshop or the in-house seminars is not part of Datentreiber’s services. The client conducts the event as the organizer in their own name and at their own expense, meaning:

• The client provides a suitable venue, along with appropriate equipment (such as power supply, projector, Wi-Fi internet access, flipcharts, different colored pens, and approximately 3 square meters of free space for posters). Typically, the data strategy workshops are held at the client’s business premises or at a conference venue (such as a hotel).
• The client invites the participants. The contractor (Datentreiber) adheres to the maximum number of participants indicated in the offer form.
• The client is responsible for ensuring a safe and smooth running of the event. The client assumes the duty of care for the data strategy workshops or in-house seminars, including the event venues and equipment.
• If the client wishes to provide refreshments for the participants, they are responsible for doing so.
• Datentreiber will support the client’s event through appropriate collaboration actions. Datentreiber will provide the necessary information to the client, particularly in relation to the event.

4.3.    The seminar participants will receive a certificate after the in-house seminar. The issuance of the certificate may be subject to certain requirements, such as permanent attendance at the event and/or participation in exercises.

4.4.   Both parties are entitled to cancel a data strategy workshop or an in-house seminar for an important reason that they are not responsible for, such as the fault of a third party or force majeure (e.g., illness of the speaker). The cancellation must be made immediately and no later than 2 weeks from the date of knowledge of the cancellation reason. In the event of such a cancellation, Datentreiber will offer replacement dates. If the parties cannot agree on a replacement date within one month from the cancellation, the cancellation or termination will remain in effect. In this case, any payments made by the client for the data strategy workshop or in-house seminar will be refunded. No further claims by the client will be accepted.

4.5.   If a speaker should drop out at short notice, Datentreiber will endeavor to find a suitable replacement. If no suitable replacement can be found for the agreed date, Section 4.4 shall apply.

5.     Data Strategy Consulting

5.1.    Within the scope of the Data Strategy Consulting, Datentreiber shall provide consulting and supporting services (hereinafter: “Consulting Services”) in accordance with the Client’s instructions and in coordination with the Client. The Consulting Services are specified in more detail in the Offer Form and may in particular include the following services:

• Concretize and evaluate data strategies
• Define goals and key figures
• Design analytical solutions and products
• Plan and organize projects and resources
• Prepare, analyze and visualize data
• Create and evaluate forecast models
• Prepare tenders and evaluate service providers
• Lead and guide project teams
• Search and evaluate employees
• Calculate costs and identify risks

5.2.   In case of doubt, the place of performance for the consulting services shall be the registered office of Datentreiber. This shall apply in particular if the contractual partners have not determined a place of performance for specific services.

5.3.    Datentreiber shall be solely responsible for controlling, organizing and coordinating the consulting services. Datentreiber shall determine the place of work, deployment and deployment times of employees accordingly at its own discretion.

5.4.   If the presence of (freelance) employees or subcontractors of Datentreiber is required at the Client’s premises, they shall not be integrated into the Client’s work organization or processes. Even if (freelance) employees or subcontractors of Datentreiber are present at the Client’s premises, they shall be subject solely to the instructions of Datentreiber.

5.5.   The client shall promote the consulting services of Datentreiber by appropriate acts of cooperation. In particular, it shall provide Datentreiber with the information and data required for this purpose and allow access to its business premises to the required extent during its business hours. In addition, the client shall provide the necessary working materials, in particular workstations and computers, on its business premises to an appropriate extent.

6.     Nutzungsrechte

6.1.    The Client shall receive the workshop, seminar or consulting materials agreed in the offer form (hereinafter: “Materials”). The client receives a simple, non-transferable right to use the materials for the contractually intended purposes. Utilization for third parties is not permitted.

6.2.   Datentreiber retains ownership of the materials until full payment has been made.

7.     Contract period

7.1.    The contract shall commence upon conclusion of the contract in accordance with Section 2 and shall end automatically, without the need for termination, upon expiry of the time specified in the contract for performance of the service (e.g. workshop date) or the term specified therein. Agreed times for the performance of services can only be postponed or cancelled by mutual agreement. Otherwise, the contractual relationship can be terminated by either party with a notice period of 3 months.

7.2.   The right to extraordinary termination as well as the rights of termination according to clause 4.4. and clause 4.5. remain unaffected. Terminations must be in writing to be effective.

7.3.    In the event of termination of contracts for any reason whatsoever, such provisions of these GTCs shall remain in force which may also apply post-contractually.

8.    Compensation and payment

8.1.    The respective compensation as well as payment terms are generally specified in the offer form.

8.2.   Unless otherwise agreed, the services of Datentreiber shall be compensated on a time-fee basis based on the actual amount of work at Datentreiber’s general rates (time-fee basis, also referred to as Time & Material or T&M). The billing interval shall be per quarter hour or part thereof. Daily rates shall apply to a work performance of 8 hours per calendar day during Datentreiber’s normal business hours. If Datentreiber works outside its business hours at the request of the client, the rate shall be increased by 50%.

8.3.    Offers or estimates not expressly designated as a fixed price or lump sum shall constitute a cost estimate. If the cost estimate is exceeded by more than 15% – in which case Datentreiber shall inform the Client thereof – the Client may terminate the corresponding order for this reason within two weeks after becoming aware of the excess; Datentreiber shall then be remunerated for the services actually rendered and costs incurred up to that point.

8.4.   Billing on a time-fee basis is done on a monthly basis.

8.5.   If no fixed price or no flat rate for travel and accommodation costs has been agreed in the offer form, travel times, costs and expenses may be invoiced separately for services which Datentreiber, in agreement with the Client, does not perform at the registered office of Datentreiber in the amount of the applicable maximum tax rates or against individual proof. In the event of postponements by the client, the client shall bear the travel costs that cannot be cancelled and any cancellation costs incurred. Travel times are working times. Travel times will be invoiced at 50% of the time fee. If no time fees have been agreed, travel times will be charged at 100 € per hour.

8.6.   All prices are subject to the applicable statutory value added tax. The term of payment shall be agreed in the offer form. The payment modalities shall otherwise be determined in accordance with the relevant statutory provisions. If no term of payment is agreed in the offer form, payment shall be made 14 days after receipt of the invoice.

9.     Datentreiber liability

9.1.    The following provisions on the liability of Datentreiber shall apply to all claims for damages, defects or substitute claims of the Participant arising from or in connection with the performance of the contract, irrespective of the legal grounds on which they are based (e.g. warranty, delay, impossibility, any breach of duty, existence of an impediment to performance, tort, etc.) except for:

• Claims of the participant for damages resulting from injury to life, body and health,
• Rights and claims in the event of fraudulent concealment of a defect by Datentreiber or due to the absence of a quality for which Datentreiber has assumed a guarantee,
• rights and claims of the participant that are based on intentional or grossly negligent conduct on the part of Datentreiber or their legal representatives,
• rights and claims under the Product Liability Act.

For the above exceptions, the statutory provision alone shall apply.

9.2.   Datentreiber shall be liable for slight or simple negligence only in the event of breach of essential obligations (cardinal obligations), i.e. obligations that enable proper performance of the contract or the purpose of the contract or on whose compliance the participant may regularly rely. In the event of a slight or simple negligent breach of essential obligations, the liability of Datentreiber shall be limited to compensation for the typical damage foreseeable by Datentreiber at the time of conclusion of the contract. The liability of Datentreiber for typical damages and damages foreseeable at the time of conclusion of the contract shall be limited to the total amount agreed upon in the offer form.

9.3.    Otherwise, the liability of Datentreiber for slight or simple negligence shall be excluded.

9.4.   Datentreiber shall be liable for grossly negligent damage caused by its vicarious agents limited to compensation for the typical damage foreseeable by Datentreiber at the time of conclusion of the contract.

9.5.   Datentreiber shall not be responsible for disruptions of performance due to force majeure (in particular strikes, lockouts, official orders, natural disasters, breakdown of communication networks).

9.6.   The limitations of liability shall also apply in favor of the legal representatives and vicarious agents of Datentreiber if claims are asserted directly against them.

10.   Third-party Services, Subcontractors

Datentreiber shall be entitled to use freelancers or subcontractors as speakers unless there is a recognizable important reason against their involvement. If the participant requests the exclusion or replacement of freelancers or subcontractors of Datentreiber, the associated additional costs and delays shall be borne by the participant.

11.    Secrecy

11.1.    The contracting parties mutually undertake to keep secret for an unlimited period of time all information of the other contracting party which becomes accessible to them in connection with the contract and which is marked as confidential or which is recognizable as business or trade secrets of the contracting party according to other circumstances, and to neither record nor pass on or otherwise exploit such information unless it is necessary or otherwise permissible to achieve the purpose of the contract.

11.2.   The obligation of confidential treatment shall not apply to such information which is already known to the receiving contractual partner or which becomes known to the receiving contractual partner without connection with the contractual relationship without breach of law, which has been independently compiled by the receiving contractual partner or insofar as the receiving contractual partner is legally obligated to store or use it.

12.   Data privacy

12.1.   The contractual partners shall observe all relevant data protection regulations, in particular the Federal Data Protection Act (BDSG) and the General Data Protection Regulation (DSGVO), and shall oblige their employees accordingly. The contractual partners shall inform each other in each case insofar as the use of personal data is necessary for the provision of services. The contracting party transmitting the data in each case shall ensure that the necessary permits are available in accordance with the provisions of data protection law and shall inform the other contracting party if it is concerned that this is not the case.

12.2.  The participant agrees that Datentreiber may collect, store, process and otherwise use the data with personal reference arising in the course of the execution of the contract for the purposes of the contract. The participant shall obtain corresponding consents from the data subjects, if required. If Datentreiber provides commissioned processing within the meaning of Art. 28 DSGVO, the customer shall specify the use of the data in accordance with the order in writing, insofar as this has not already been done in the contract.

13.   Final provisions

13.1.   The assertion of a right of retention by the participant shall only be possible with counterclaims from the respective contract or with counterclaims that have been legally established or are undisputed by Datentreiber. Offsetting by the participant shall only be possible with counterclaims that have been legally established or are undisputed by Datentreiber.

13.2.  Claims against Datatreiber may not be assigned to third parties in whole or in part. § Section 354a HGB remains unaffected.

13.3.   The exclusive place of jurisdiction for all disputes arising from or in connection with the contract shall be the registered office of Datentreiber.

13.4.  The legal relationship between the contracting parties shall be governed exclusively by the law of the Federal Republic of Germany. The provisions of the Vienna UN Convention on Contracts for the International Sale of Goods of 11 April 1980 as well as reference provisions to foreign legal systems shall not apply.

Status: Juni 2023