This English translation is provided for convenience only. In the event of any discrepancies, only the German version of these General Terms and Conditions (AGB) is legally binding.
1.1 These General Terms and Conditions (hereinafter "GTC") apply to all contracts between sey-IT Consulting GmbH (hereinafter "Contractor") and its customers (hereinafter "Client") for IT consulting services, software licenses and related services.
1.2 Deviating, conflicting or supplementary general terms and conditions of the Client shall not become part of the contract unless the Contractor expressly agrees to their validity in text form.
1.3 These GTC also apply to all future business relationships, even if they are not expressly agreed upon again.
2.1 Offers from the Contractor are non-binding and subject to change, unless they are expressly marked as binding.
2.2 The contract is concluded by the Contractor's order confirmation in text form or by execution of the service.
2.3 Oral or telephone information and commitments are only binding after confirmation in text form.
The services and offers of the Contractor are directed exclusively at entrepreneurs within the meaning of § 14 of the German Civil Code (BGB). Consumers within the meaning of § 13 BGB are excluded from the conclusion of the contract. Accordingly, there is no statutory right of withdrawal for the contracts concluded.
3.1 The type and scope of services to be provided result from the service description in the respective offer or order confirmation. It must be contractually determined on a case-by-case basis whether services are of a service-contract nature (e.g. consulting) or of a work-contract nature (e.g. custom software development).
3.2 The Contractor is entitled to have services provided by qualified third parties (subcontractors).
3.3 Changes and additions to the scope of services (change requests) require agreement in text form. Effort expended in reviewing change requests may be billed at the usual hourly rates.
4.1 The Client provides the Contractor with all information, documents and data required for the provision of services free of charge.
4.2 The Client designates a technically qualified contact person who is authorized to make decisions.
4.3 The Client is obliged to perform a complete and functional data backup of its IT systems before the Contractor commences work.
4.4 In case of delays due to late or insufficient cooperation by the Client, delivery deadlines are extended appropriately. In the event of a prolonged breach of cooperation obligations, the Contractor is entitled to postpone the project and to bill for demonstrably incurred waiting times.
5.1 All prices are net plus the statutory value-added tax.
5.2 Unless otherwise agreed, invoices are due for payment within 14 days of the invoice date without deduction.
5.3 In case of default of payment, the Contractor is entitled to charge default interest of 9 percentage points above the base rate.
5.4 The Client may only offset against undisputed or legally established claims. The Client may only exercise a right of retention if its counterclaim arises from the same contractual relationship.
5.5 For consulting services, billing is based on actual time spent at the agreed hourly rates, unless a flat rate has been agreed.
6.1 Delivery and performance deadlines are only binding if they have been expressly agreed in text form as binding.
6.2 Delivery periods begin with the order confirmation, but not before complete clarification of all details and fulfillment of the Client's cooperation obligations.
6.3 In case of force majeure, industrial action, official measures, cyberattacks, failures of critical IT infrastructure and other unforeseeable events, the deadlines are extended appropriately.
7.1 The Contractor grants the Client a simple, non-transferable right of use for software, concepts and documentation created by the Contractor. For standard third-party software, the license terms of the respective manufacturer shall take precedence.
7.2 The Client may only use software within the scope of the acquired license. Transfer to third parties is prohibited.
7.3 All rights of use shall only pass to the Client upon full payment of the agreed remuneration (condition precedent).
8.1 Both parties undertake to keep confidential all confidential information of the other party that becomes known in the course of cooperation.
8.2 The Contractor processes the Client's personal data in accordance with applicable data protection regulations. To the extent the Contractor processes personal data on behalf of the Client, the parties shall enter into a separate data processing agreement (DPA) pursuant to Art. 28 GDPR in advance.
8.3 The confidentiality obligation continues even after termination of the contractual relationship.
8a.1 Where services of a work-contract nature are provided, the Client is obliged to accept the work once notified of its completion.
8a.2 The service is deemed accepted if the Client does not report material defects in text form within 14 days of handover, or if it puts the service into productive use.
9.1 The Contractor warrants that services are performed with due care and according to recognized technical standards.
9.2 For third-party software licenses, warranty rights are governed by the license terms of the respective manufacturer.
9.3 Defect claims expire 12 months after acceptance (for work-contract services) or performance (for service-contract services). Mandatory statutory liability and limitation provisions remain unaffected.
9.4 The Client must report defects in text form immediately after discovery.
10.1 The Contractor is liable without limitation for intent or gross negligence, for injury to life, body or health, and under the Product Liability Act.
10.2 In case of slightly negligent breach of essential contractual obligations (cardinal obligations), liability is limited to the foreseeable, contract-typical damage.
10.3 Liability for simple negligence outside of essential contractual obligations is excluded.
10.4 The limitations of liability also apply to the personal liability of the Contractor's employees, representatives and vicarious agents.
11.1 Delivered hardware, physical data carriers and documentation remain the property of the Contractor until full payment.
11.2 In case of breach of contract by the Client, particularly default of payment, the Contractor is entitled to withdraw from the contract, demand the return of the retained goods, and prohibit further use of software licenses.
12.1 Individual contracts may be terminated extraordinarily by either party for good cause.
12.2 Good cause exists particularly in case of significant contract violations, default of payment despite reminder, or insolvency of the other party.
12.3 Continuing obligations (such as ongoing maintenance or support contracts) may be terminated with 3 months' notice to the end of the month, unless otherwise agreed in the individual contract.
13.1 The assignment of rights and obligations from the contractual relationship requires the prior consent of the other party in text form.
14.1 Amendments and additions to these GTC require text form. This also applies to the waiver of this text form clause.
14.2 Should individual provisions of these GTC be or become invalid, this does not affect the validity of the remaining provisions.
14.3 The law of the Federal Republic of Germany applies to the exclusion of the UN Convention on Contracts for the International Sale of Goods.
14.4 The place of jurisdiction for all disputes arising from this contractual relationship is the registered office of the Contractor, provided the Client is a merchant, legal entity under public law, or special fund under public law.
As of: July 2026
