General Terms and Conditions

§ 1 Scope

(1) These General Terms and Conditions (hereinafter “GTC”) apply to all contracts between dotmec GmbH and its clients concerning consulting, design, development, implementation, migration, training, operating and support services as well as other deliveries and services provided by dotmec.

(2) These GTC apply exclusively to entrepreneurs within the meaning of § 14 of the German Civil Code (BGB), legal entities under public law and special funds under public law. dotmec does not enter into contracts with consumers; this also applies to registrations for trainings.

(3) These GTC apply exclusively. Deviating, conflicting or supplementary terms and conditions of the client only become part of the contract if and to the extent that dotmec has expressly agreed to their validity in text form. This consent requirement also applies if dotmec performs services without reservation in the knowledge of conflicting terms of the client.

(4) In the event of contradictions, the contractual components apply in the following order of precedence: a) the individual agreement (contract or accepted offer), b) service descriptions and service level agreements, c) these GTC, d) the statutory provisions. For the processing of personal data on behalf of the client, a data processing agreement (§ 17 (4)) takes precedence over all other provisions.

§ 2 Subject matter and conclusion of contract

(1) The subject matter of contracts may in particular be: strategy, management and IT consulting (including digital governance and digital sovereignty), consulting on digital customer interfaces and CRM systems, the design, development and integration of custom software, interfaces and AI and data solutions, the introduction of and migration to cloud and workplace solutions (e.g. Microsoft 365, Microsoft Azure or open-source platforms), change and adoption management, trainings as well as operating, support and security services (managed services). The specific scope of services results from the respective offer or service description.

(2) Offers from dotmec are non-binding unless expressly designated as binding. A contract is concluded by an order in text form and its confirmation by dotmec or by the commencement of performance.

(3) If an offer contains assumptions expressly marked as such (e.g. regarding quantities, system landscape or cooperation services), these form the basis of the calculation. The client checks the assumptions for accuracy and notifies deviations without undue delay; any necessary adjustments to effort and remuneration are handled in accordance with § 4.

(4) dotmec is entitled to use qualified subcontractors to fulfil the contract. dotmec is liable for their performance as for its own. § 17 (4) applies to the processing of personal data.

(5) dotmec does not provide legal or tax advice. Where services touch on legal requirements – for example regarding data protection, IT security (e.g. NIS-2), AI regulation or licence terms – dotmec only provides information as an ancillary service within the scope of its technical and organisational consulting (§ 5 of the German Legal Services Act, RDG). The legal assessment and the responsibility for compliance with the provisions applicable to the client lie with the client.

§ 3 Nature of performance

(1) Consulting, support and operating services are provided as services within the meaning of §§ 611 et seq. BGB. A specific result is only owed if it has been expressly agreed in text form as a work performance.

(2) dotmec provides the services in accordance with the state of the art recognised at the time the contract is concluded, using qualified personnel. The selection of the persons deployed lies with dotmec; there is no entitlement to specific persons unless expressly agreed. The client may request the replacement of a deployed person if there is good cause; in this case, dotmec ensures a handover at no additional cost to the client.

(3) Unless otherwise agreed, dotmec chooses the place of performance; services may be provided wholly or partly remotely after coordination.

(4) dotmec’s employees do not enter into an employment relationship with the client and are not integrated into the client’s business organisation; no temporary agency work (Arbeitnehmerüberlassung) is agreed. The right to issue instructions to the personnel deployed remains exclusively with dotmec. The client addresses project-related coordination and requirements regarding the work results to the contact person named by dotmec.

(5) If services are provided using agile methods (e.g. Scrum), the parties jointly and continuously define requirements and priorities; the client provides a person with decision-making authority for this purpose (e.g. a product owner). Such services are services within the meaning of paragraph 1 unless a specific result has been expressly agreed as a work performance.

(6) Effort estimates are non-binding unless they have been expressly agreed as a fixed price or binding budget. If it becomes apparent that an estimate will be exceeded by more than 10%, dotmec informs the client without undue delay and agrees on the further procedure with the client.

§ 4 Changes to services (change requests)

(1) Either party may propose changes or extensions to the agreed scope of services in text form. dotmec examines change requests from the client and informs the client within a reasonable period whether and under what conditions (effort, remuneration, deadlines) the change can be implemented.

(2) Until an agreement on a change request has been reached, dotmec continues the work on the basis of the existing contract. Deadlines affected by the change are postponed by the period of examination and coordination plus a reasonable start-up period.

(3) Agreed changes are documented in text form. Unless otherwise agreed, additional effort is remunerated at the agreed rates. If examining a change request requires considerable effort, dotmec may charge for it after prior notice.

§ 5 Client cooperation duties

(1) The client supports the performance of services appropriately and free of charge. In particular, the client provides in good time: required information and documents, competent contact persons with decision-making authority, required access, authorisations and test environments and – for on-site services – suitable workplaces.

(2) The client is responsible for regularly backing up its data in accordance with the state of the art, unless data backup has been expressly agreed as a service to be provided by dotmec.

(3) The client ensures that the content, data, systems and specifications it provides do not infringe third-party rights and are suitable for the intended use. Without a separate agreement, dotmec is not obliged to check materials provided by the client.

(4) If dotmec requires access to the client’s systems to perform its services – including remote access and administrative rights –, the client grants such access to the extent required. dotmec uses personal accounts with multi-factor authentication for this purpose and observes the client’s IT security and access policies communicated to it in text form in good time. The client may restrict or revoke access at any time.

(5) For development, test and migration environments, the client provides test or anonymised data wherever possible. Real data is only processed to the extent necessary for the services.

(6) If required cooperation is not provided or is delayed, affected deadlines are extended appropriately; any additional effort resulting from this may be charged at the agreed rates. Further statutory rights of dotmec remain unaffected.

§ 6 Remuneration and payment terms

(1) Services are remunerated on a time-and-materials basis at the agreed rates unless a fixed price has been agreed in text form. All prices are net prices plus the applicable statutory value added tax.

(2) Unless otherwise agreed, a person day comprises eight hours; effort is recorded in units of 15 minutes. Normal business hours are Monday to Friday from 8 a.m. to 6 p.m., excluding public holidays in Schleswig-Holstein. Services provided outside these hours at the express request of the client may be charged with the surcharges agreed in the offer.

(3) Travel time and travel expenses are charged in accordance with the respective agreement, otherwise in a documented, reasonable amount.

(4) dotmec invoices time-and-materials services monthly in arrears, enclosing an activity report. The client raises any objections to an activity report within 14 days of receipt in text form; thereafter the report is deemed accepted, which dotmec points out when sending it. For fixed prices, the agreed payment schedule applies. Unless otherwise agreed, recurring fees (e.g. for managed services) are invoiced monthly in advance.

(5) Invoices are due for payment without deduction within 14 days of receipt; receipt of payment is decisive for timeliness. dotmec transmits invoices electronically and, to clients in Germany, as e-invoices within the meaning of § 14 of the German VAT Act (UStG).

(6) In the event of default in payment, the statutory provisions apply, in particular § 288 BGB including the lump-sum default fee under § 288 (5) BGB. In the event of default with not insignificant amounts, dotmec may withhold further services after prior notice until payment has been made; § 320 BGB remains unaffected.

(7) The client may only set off claims that are undisputed, have been finally established by a court or are ready for decision; this does not apply to counterclaims arising from the same contractual relationship, in particular due to defects or additional completion costs. The client is only entitled to rights of retention insofar as its counterclaim arises from the same contractual relationship.

(8) In continuing obligations (e.g. managed services, support), dotmec may adjust the recurring remuneration at the earliest twelve months after the start of the contract and thereafter no more than once per contract year, insofar as the costs of providing the services – in particular personnel costs and charges of upstream suppliers such as hosting, licence or cloud providers – have changed since the price was last set; dotmec passes on cost reductions in the same way. dotmec announces the adjustment in text form three months in advance and explains the relevant cost changes. If the increase exceeds 5% of the previous remuneration, the client may terminate the contract in text form with effect from the date on which the increase takes effect; dotmec points out this right in the announcement.

§ 7 Deadlines, default, force majeure

(1) Delivery and performance dates are only binding if they have been expressly agreed as binding in text form. Transactions for a fixed date (Fixgeschäfte) must be expressly designated as such.

(2) The occurrence of default is governed by the statutory provisions; in any case, a reminder in text form is required.

(3) Events of force majeure and other obstacles that were unforeseeable at the time the contract was concluded and for which dotmec is not responsible (e.g. natural disasters, epidemics, war, official measures, industrial action, large-scale failures of energy or communication networks, failures of third-party services, cyberattacks despite state-of-the-art protective measures, disruptions at suppliers) release both parties from the affected performance obligations for their duration plus a reasonable start-up period. The parties inform each other without undue delay and adjust their obligations in good faith. If the obstacle lasts longer than 90 days, either party may withdraw from or terminate the contract with regard to the affected services; services already rendered are remunerated.

§ 8 Acceptance of work performances

(1) If a work performance has been agreed, the client declares acceptance without undue delay after provision and notification of completion, at the latest within 14 calendar days, or names the material defects preventing acceptance in text form. If acceptance criteria or an acceptance procedure have been agreed, the review is carried out accordingly.

(2) Acceptance is deemed to have taken place if the client does not name any material defects in text form within the period under paragraph 1. If the client uses the work productively beyond test and pilot purposes, this is equivalent to acceptance unless the client has named material defects within the period under paragraph 1. dotmec points out these effects in the notification of completion. § 640 (2) BGB remains unaffected.

(3) Acceptance may not be refused due to immaterial defects; these are remedied within the scope of the claims for defects. Self-contained partial services may be accepted separately.

§ 9 Rights of use

(1) Upon full payment of the remuneration owed for them, dotmec grants the client a non-exclusive, irrevocable right, unlimited in time and territory, to use, reproduce and modify the work results created individually for the client (e.g. concepts, documentation, configurations, scripts, source code) for the purposes presupposed in the contract. Until then, use is provisionally permitted; dotmec may revoke this permission as long as the client is in default of payment.

(2) If, according to the contract, a work result is intended to be marketed by the client – such as software that the client offers as its own product or as software as a service –, the right of use also includes distribution, making available to the public and granting rights of use to third parties. Exclusive rights of use require an express agreement.

(3) Unless otherwise agreed, dotmec hands over the source code of custom software together with the associated documentation to the extent required for the agreed use and modification.

(4) The client may make the work results available for use to companies affiliated with it within the meaning of §§ 15 et seq. of the German Stock Corporation Act (AktG). Otherwise, the transfer of the rights of use to third parties – except in the cases of paragraph 2 – requires dotmec’s consent in text form, which will not be unreasonably withheld.

(5) All rights to methods, templates, tools and other pre-existing components or components that can be used across projects remain with dotmec; the client receives the non-exclusive, perpetual right of use required for the contractual use of the work results. dotmec remains free to use general knowledge, experience and skills.

(6) The respective licence terms apply to open-source components; dotmec points out relevant key licences. If the client has communicated the intended use, dotmec selects open-source components in such a way that their licence terms do not conflict with this use, and in particular do not trigger an obligation to disclose proprietary developments that are not intended for publication.

§ 10 Third-party intellectual property rights

(1) If a third party asserts against the client that a work result created by dotmec infringes its intellectual property rights when used in accordance with the contract, the client informs dotmec without undue delay in text form, leaves the defence against the claims to dotmec – insofar as legally possible – and supports dotmec appropriately. If dotmec is responsible for the infringement, dotmec indemnifies the client against justified claims of the third party and the reasonable costs of legal defence; § 16 remains unaffected.

(2) If an infringement has been established or is seriously threatened, dotmec may, at its own discretion and expense, procure for the client the right to continue using the work result or modify or replace it so that the infringement ceases and the agreed functionality is essentially retained.

(3) There are no claims under this § 10 insofar as the infringement is based on materials or specifications provided by the client, on modifications made by the client or third parties, or on a combination with components not originating from dotmec that was not agreed.

§ 11 Cloud services, licences and third-party services

(1) Unless otherwise agreed, the client obtains standard software, cloud platforms and other third-party services (e.g. Microsoft 365, Microsoft Azure, Amazon Web Services, Google Cloud, Salesforce, HubSpot or hosting providers) directly from the respective provider and in its own name. The licence, usage and data protection terms of the respective provider apply; the client bears the fees incurred for this.

(2) If dotmec works in the client’s environments at third-party providers (e.g. in its Microsoft 365 tenant or Azure subscription), dotmec acts within the scope of the authorisations granted by the client. The client bears consumption-based or other fees arising from configurations in these environments that have been agreed or initiated by the client; dotmec points out foreseeably significant cost consequences before implementation.

(3) dotmec is not responsible for the availability, changes in functionality or prices, or the discontinuation of third-party services unless dotmec owes these services as its own performance. If such changes lead to additional effort, § 4 applies.

(4) Recommendations on licensing models (licensing advice) are based on the manufacturers’ product and licence terms applicable at the time of the advice and on the information provided by the client. Only the manufacturers’ terms are authoritative; the client is responsible for proper licensing.

(5) If dotmec procures licences or third-party services at the client’s request in the client’s name or for re-invoicing, the conditions stated in the offer apply in addition; the client must comply with the terms of the respective manufacturer or provider.

§ 12 Artificial intelligence

(1) dotmec may use AI tools (e.g. Microsoft 365 Copilot) to support the performance of its services. For this purpose, dotmec only uses services that offer adequate protection for the client’s confidential information and whose providers do not use inputs to train general AI models; § 17 remains unaffected. AI-supported results are professionally reviewed before handover. The client may object in text form to the use of AI tools for certain content; any resulting additional effort is handled in accordance with § 4.

(2) If dotmec designs, develops or implements AI systems or AI applications (e.g. Copilot agents or generative AI integrations), the following applies: AI results may be incorrect, incomplete or not reproducible. The client defines the intended purpose, ensures appropriate human oversight and reviews results before basing decisions of considerable significance on them. dotmec only owes specific results or levels of accuracy if they have been expressly agreed as a characteristic.

(3) The client fulfils on its own responsibility the obligations under Regulation (EU) 2024/1689 (AI Act) that apply to it as a deployer or – if it places an AI system on the market or puts it into service under its own name – as a provider; this includes ensuring a sufficient level of AI literacy among its staff (Art. 4 AI Act). dotmec supports the client with this on request against separate remuneration. dotmec only develops high-risk AI systems within the meaning of the AI Act on the basis of a separate agreement.

(4) The client ensures that it may lawfully use the data it provides or releases for AI applications for the intended purposes. dotmec does not use the client’s data to train its own or third-party AI models unless this has been expressly agreed.

(5) Content generated exclusively by AI may not be protected by copyright due to the lack of human creation. Insofar as rights exist, § 9 applies; otherwise, the client may use such content to the agreed extent without restrictions imposed by dotmec.

§ 13 Managed services, operations and support

(1) The scope, service hours, response and, where applicable, restoration times and availability of operating and support services result from the respective service description or service level agreement (SLA). In the absence of such provisions, dotmec provides support services during normal business hours (§ 6 (2)) with a reasonable response time.

(2) Agreed service levels do not apply to disruptions whose causes lie outside dotmec’s area of responsibility, in particular failures of or changes to third-party services that dotmec does not owe as its own performance, events under § 7 (3), acts or omissions of the client and announced maintenance work within agreed maintenance windows.

(3) dotmec informs the client without undue delay, if possible within 24 hours of becoming aware of it, about security incidents that significantly affect systems managed by dotmec or data of the client, and supports the client appropriately in dealing with them and with any reporting obligations, for example under the GDPR or under the provisions implementing the NIS-2 Directive.

(4) If dotmec itself provides data processing services within the meaning of Regulation (EU) 2023/2854 (Data Act) as part of its services – such as operating a workplace or collaboration platform in an environment for which dotmec is responsible –, the following applies in addition: the client may request, with a notice period of two months, to switch to another provider or to its own IT infrastructure. dotmec supports the switch within a transitional period of 30 calendar days, provides the exportable data and digital assets in a commonly used, machine-readable format, keeps them available for retrieval for at least 30 calendar days thereafter and then deletes them. Upon successful completion of the switch, the contract for the affected service ends. dotmec only charges switching fees to the extent permitted by law; from 12 January 2027, no switching fees apply. Agreed minimum terms and reasonable early termination fees remain unaffected. Mandatory provisions of the Data Act take precedence over these GTC.

(5) At the end of the contract, dotmec supports the client on request with the handover to the client or to a successor service provider, in particular by handing over access data, configurations and documentation. Support beyond paragraph 4 is remunerated on a time-and-materials basis.

§ 14 Trainings

(1) Trainings take place as on-site, online or hybrid events at the client’s premises, remotely or at an agreed location. The client registers the participants it names; there is only an entitlement to the training being held once dotmec has confirmed it.

(2) For official Microsoft courses (Microsoft Official Courseware, MOC), Microsoft provides the course content via Microsoft Learn; practice environments (labs) are provided by lab providers authorised by Microsoft. The terms of use of Microsoft or of the respective lab provider apply in addition. Lab access is time-limited and non-transferable. dotmec’s privacy policy contains information on the processing of personal data.

(3) Certification exams only form part of the training if this has been expressly agreed; they are taken with the exam provider engaged by Microsoft. dotmec does not owe exam success. Exam vouchers already issued and lab access already activated are not refunded.

(4) If a training takes place in an environment of the client (e.g. in its Microsoft 365 tenant), the client provides the necessary training or test accounts. No real data should be used for exercises.

(5) Unless otherwise agreed, the following applies to trainings with a fixed date: cancellation by the client up to 14 calendar days before the start is free of charge; for cancellations thereafter up to two working days before the start, 50% of the agreed remuneration is charged, and 100% for later cancellations or no-shows. Saved expenses are credited. The client remains free to prove lower damage, and dotmec to prove higher damage. Substitute participants may be named at any time at no additional cost.

(6) dotmec may cancel trainings for good cause (e.g. illness of the trainer), and open trainings also up to ten calendar days before the start if a minimum number of participants stated in the offer is not reached. In these cases, remuneration already paid is refunded or an alternative date is offered. Further claims exist only in accordance with § 16.

(7) dotmec’s training materials are protected by copyright and intended exclusively for the internal use of the participants; reproduction and disclosure to third parties require dotmec’s consent in text form. Microsoft’s terms apply to official Microsoft course materials.

§ 15 Claims for defects

(1) In the case of defects in work performances, dotmec initially provides subsequent performance at its own discretion by remedying the defect or producing a new work. If subsequent performance also fails within a reasonable grace period, the client is entitled to its statutory rights; § 16 applies to damages.

(2) The client notifies defects in text form without undue delay after their discovery and provides the information required for analysis.

(3) There are no claims for defects insofar as the defect is attributable to materials or specifications provided by the client, to interventions by third parties for which dotmec is not responsible, or to use or modification of the work results not in accordance with the contract.

(4) The limitation period for claims for defects is twelve months from acceptance. This does not apply in the cases of unlimited liability under § 16 (1) or in the case of fraudulent concealment of a defect; in these cases, the statutory periods apply.

(5) If dotmec does not perform a service in accordance with the contract and is responsible for this, dotmec re-performs the affected service in accordance with the contract within a reasonable period at no additional cost, provided that the client gives notice of the breach of duty in text form without undue delay, at the latest two weeks after becoming aware of it. Further claims are governed by § 16.

§ 16 Liability

(1) dotmec has unlimited liability: for intent and gross negligence, for damage resulting from injury to life, body or health, under the provisions of the German Product Liability Act, to the extent of an expressly assumed guarantee and in the case of fraudulent concealment of a defect.

(2) In the case of simple negligence, dotmec is only liable for the breach of material contractual obligations, i.e. obligations whose fulfilment makes the proper performance of the contract possible in the first place and on whose compliance the client may regularly rely (cardinal obligations). In this case, liability is limited to the damage that was foreseeable and typical for the contract at the time the contract was concluded.

(3) In the event of loss of data, dotmec is only liable within the scope of paragraphs 1 and 2 for the effort that would have been required for restoration if the client had backed up the data properly and in accordance with the state of the art; this does not apply insofar as data backup has been agreed as a service provided by dotmec.

(4) Otherwise, dotmec’s liability is excluded. To the extent that liability is excluded or limited under this § 16, this also applies to the personal liability of dotmec’s governing bodies, employees and vicarious agents.

(5) Claims for damages by the client due to simple negligence become time-barred one year after the statutory limitation period begins; this does not apply in the cases of paragraph 1.

§ 17 Confidentiality, data protection and references

(1) The parties treat as confidential all information obtained in the course of their cooperation that is marked as confidential or whose confidentiality results from the circumstances (in particular trade secrets within the meaning of the German Trade Secrets Act, GeschGehG), use it only for the performance of the contract and do not make it accessible to third parties. This does not cover information that is or becomes publicly known, was lawfully obtained from third parties, was developed independently or must be disclosed due to a legal or official obligation. Disclosure to subcontractors and advisers who are bound to confidentiality is permitted insofar as it is necessary for the performance of the contract.

(2) The confidentiality obligation applies for the term of the contract and for three years after its termination; for trade secrets, it applies for as long as the interest in secrecy continues.

(3) After the end of the contract, the receiving party returns or deletes confidential information on request, unless statutory retention obligations prevent this; copies in automated backups are removed within the regular deletion cycles.

(4) The parties comply with the applicable data protection provisions, in particular the GDPR. If dotmec processes personal data on behalf of the client, the parties conclude a data processing agreement pursuant to Art. 28 GDPR before processing begins, which also names the sub-processors used by dotmec (e.g. Microsoft as the provider of the cloud services used by dotmec). Information on the processing of personal data by dotmec as controller can be found in dotmec’s privacy policy.

(5) dotmec may only name the client (name and logo) as a reference with the client’s prior consent in text form. The consent may be revoked at any time with effect for the future.

§ 18 Non-solicitation

The parties undertake, for the duration of their cooperation and for twelve months after its termination, not to actively solicit employees of the other party who were involved in the performance of the contract for the purpose of employment. This does not cover hiring based on unsolicited applications or general, non-targeted job advertisements.

§ 19 Term and termination

(1) The term and notice periods of continuing obligations (e.g. managed services and support contracts) result from the respective agreement. In the absence of such provisions, such contracts may be terminated with three months’ notice to the end of a month. § 6 (8) and § 13 (4) remain unaffected.

(2) Unless otherwise agreed, other service contracts without a fixed term (e.g. consulting on a time-and-materials basis) may be terminated by either party with one month’s notice to the end of a month. Services rendered until the termination takes effect are remunerated.

(3) The right of both parties to extraordinary termination for good cause remains unaffected. Good cause exists for dotmec in particular if the client is in default with a not insignificant part of the remuneration despite a reminder and a grace period.

(4) For service contracts that provide for a fixed term or an ordinary right of termination under paragraphs 1 and 2, the right of termination under § 627 BGB is excluded. If the client terminates a contract for work at will (§ 648 BGB), the statutory consequences for remuneration apply.

(5) Notices of termination must be given in text form.

§ 20 Final provisions

(1) The law of the Federal Republic of Germany applies, excluding the UN Convention on Contracts for the International Sale of Goods (CISG).

(2) The exclusive place of jurisdiction for all disputes arising from or in connection with the contractual relationship is Lübeck, provided that the client is a merchant, a legal entity under public law or a special fund under public law. dotmec is also entitled to sue at the client’s general place of jurisdiction.

(3) The place of performance is dotmec’s registered office unless the nature of the service dictates otherwise.

(4) The client may only transfer rights and obligations under the contract to third parties with dotmec’s consent in text form; § 354a of the German Commercial Code (HGB) remains unaffected.

(5) Amendments and supplements to the contract must be made in text form; this also applies to any amendment of this text form requirement.

(6) The contractual language is German. In the event of discrepancies between the German version of these GTC and a translation, the German version prevails.

(7) Should individual provisions of these GTC be or become invalid in whole or in part, the validity of the remaining provisions remains unaffected.