General Terms
and Conditions

These General Terms and Conditions apply to all contracts between SaJo Consulting GmbH (the “Contractor”) and its customers (the “Client”) concerning software development, consulting, customisation, maintenance and operation of software.

They apply exclusively to entrepreneurs within the meaning of section 14 of the German Civil Code (BGB), to legal entities under public law and to special funds under public law. Contracts with consumers are not concluded on this basis.

Deviating, conflicting or supplementary terms and conditions of the Client do not become part of the contract unless the Contractor expressly agrees to their application in text form. This also applies where the Contractor renders performance without reservation while aware of such terms.

Individually agreed arrangements always take precedence over these terms.

Offers made by the Contractor are subject to change unless expressly designated as binding. A contract is concluded upon the Contractor’s order confirmation in writing or in text form, or upon commencement of performance.

The content and extent of the services are governed by the applicable service description, the offer or a separate requirements specification. Statements in presentations, brochures or on the website do not constitute a guarantee of quality.

The Contractor renders the agreed services in accordance with the current state of the art and the rules of proper professional practice.

Whether the services are rendered as a contract for work and services (an owed result, such as the creation of an application) or as a service contract (an owed activity, such as consulting or support on a time-and-materials basis) follows from the respective agreement.

The Contractor is entitled to have services rendered by qualified third parties. This does not affect the Contractor’s responsibility towards the Client.

The Client shall provide the information, data, access rights, test environments and contact persons required for the rendering of services in good time and in a suitable form.

The Client shall name a contact person authorised to provide necessary information and to take decisions, and shall review interim results within a reasonable period.

If performance is delayed because the Client fails to meet its duties to cooperate in good time, agreed dates shall be postponed accordingly. Any additional effort incurred by the Contractor as a result shall be remunerated separately at the agreed rates.

Depending on the agreement, remuneration is payable as a fixed price or on a time-and-materials basis using the agreed hourly or daily rates. In the absence of a deviating agreement, billing is on a time-and-materials basis.

Where billing is on a time-and-materials basis, the Contractor shall document the services rendered in a comprehensible manner. Statements regarding the anticipated effort are estimates and not a binding price commitment unless expressly agreed as a fixed price.

Travel costs, expenses and disbursements are charged separately according to actual expenditure unless agreed otherwise.

All prices are exclusive of value added tax at the applicable statutory rate. Invoices are payable in full within 14 days of receipt.

For projects running longer than one month, the Contractor is entitled to invoice monthly according to the progress of the work.

Dates and deadlines are binding only where they have been expressly agreed as binding.

Delays for which the Contractor is not responsible — in particular those caused by the Client’s failure to cooperate, by subsequent change requests or by disruptions at upstream suppliers — extend the deadlines by the duration of the impediment plus a reasonable restart period.

The Client may request changes to the agreed scope of services. The Contractor shall examine whether the change is feasible and shall notify the Client of the effects on remuneration and dates.

The change is implemented only after both parties have confirmed it in text form. Until then, work continues on the basis of the existing agreement.

The effort involved in examining extensive change requests may be charged on a time-and-materials basis, provided the Contractor gives prior notice of this.

Where services for work are owed, the Client shall accept them after they have been made available. Acceptance is declared in text form.

The Client shall review the service within ten working days of its being made available. If, within this period, the Client neither declares acceptance nor identifies defects in text form, the service is deemed accepted. The Contractor shall draw separate attention to this consequence when making the service available.

Insignificant defects do not entitle the Client to refuse acceptance. If the Client puts the service into productive use, it is likewise deemed accepted.

Partial services may be accepted separately where this has been agreed.

Rights in the work results created under the contract are agreed on a project-specific basis.

In the absence of a deviating agreement, upon full payment of the agreed remuneration the Client receives a simple, non-exclusive right, unlimited in territory and time, to use the work results for its own business purposes.

The Contractor remains entitled to use the general knowledge, ideas, methods and reusable components acquired in the project — provided they contain no confidential information of the Client — for other projects as well.

Where the work results contain third-party components or open-source software, the respective licence terms apply to those components. The Contractor shall disclose the open-source components used.

The Client shall notify defects in text form without undue delay after discovery and shall describe them precisely enough for them to be reproduced.

For services for work, the Contractor shall provide supplementary performance by remedying the defect or by re-performance, at the Contractor’s choice. If supplementary performance fails twice within a reasonable period, the Client is entitled to its statutory rights.

The limitation period for claims for defects is twelve months from acceptance. This does not apply in cases of intent, fraudulent concealment of a defect, or damage arising from injury to life, body or health.

Deviations resulting from improper use, from unauthorised changes made by the Client, or from a system environment specified by the Client do not constitute defects.

Maintenance, servicing and support are not part of the development services. They are agreed separately.

Where a maintenance or support contract is concluded, the scope of services, service hours and response times follow from that agreement. In the absence of a deviating provision, service hours are Monday to Friday from 9:00 to 17:00, excluding public holidays at the Contractor’s registered office.

Response time means the time until a fault report is acknowledged and work on it begins within service hours. It is not a commitment to remedy the defect within that period. A restoration deadline applies only where expressly agreed.

The Contractor accepts fault reports at the address named in the contract. The Client shall describe the fault precisely enough for it to be reproduced and shall state its effects on operations.

The scope of maintenance does not cover, in particular, further development and new features, adaptations to a system environment changed by the Client, services arising from improper use, or faults for which the Client or a third party is responsible. Such services are remunerated on a time-and-materials basis.

The Contractor is liable without limitation in cases of intent and gross negligence, for damage arising from injury to life, body or health, for fraudulent concealment of a defect, to the extent of any guarantee given, and under the German Product Liability Act.

In cases of ordinary negligence, the Contractor is liable only for breach of a material contractual duty — that is, a duty whose fulfilment makes the proper performance of the contract possible in the first place and on whose observance the Client may regularly rely. In such cases, liability is limited to the foreseeable damage typical for this type of contract at the time the contract was concluded.

For loss of data, the Contractor is liable only up to the expense that would have been necessary for restoration had the Client performed proper and regular data backups.

In cases of ordinary negligence, the Contractor’s liability is limited in amount to EUR 5 million per occurrence of damage. This limitation does not apply in cases of intent and gross negligence, for damage arising from injury to life, body or health, to the extent of any guarantee given, or under the German Product Liability Act.

Any further liability is excluded. The above limitations also apply for the benefit of the Contractor’s employees and agents.

Both parties shall treat as confidential all confidential information of the other party that comes to their knowledge in the course of the cooperation, and shall use it exclusively for the performance of the contract.

This obligation continues for three years after the end of the contract. It does not apply to information that is publicly known, was developed independently, or must be disclosed on the basis of a statutory obligation.

The Contractor may name the Client as a reference only with prior consent.

During the term of the contract and for twelve months after its end, neither party shall deliberately solicit employees of the other party who are or were involved in the performance of the contract, nor induce any third party to do so.

This does not cover appointments resulting from a public job advertisement or from the own initiative of the person concerned.

For each culpable breach, the breaching party promises a contractual penalty, the amount of which is determined by the aggrieved party at its reasonable discretion and which, in the event of dispute, is reviewed for appropriateness by the competent court. The right to claim further damages remains unaffected; any contractual penalty paid is credited against such damages.

Both parties shall observe the applicable data protection provisions.

Where the Contractor processes personal data on behalf of the Client in the course of rendering its services, the parties shall conclude a data processing agreement pursuant to Article 28 GDPR.

Information on the processing of personal data on this website can be found in our privacy policy.

Unless otherwise agreed, service contracts of indefinite duration may be terminated by either party giving three months’ notice to the end of a calendar month.

The right to extraordinary termination for cause remains unaffected.

If the Client terminates a contract for work and services before completion, section 648 BGB applies. Services already rendered shall be remunerated in any event.

Notice of termination must be given in text form.

Events of force majeure that substantially impede or prevent the rendering of services entitle the affected party to postpone performance by the duration of the impediment plus a reasonable restart period.

If the impediment lasts longer than three months, either party is entitled to withdraw from the contract. Services already rendered shall be remunerated.

Amendments and supplements to these terms must be made in text form. Individual agreements between the parties always take precedence.

The Client may set off only against undisputed claims or claims established by final and binding judgment, and may exercise a right of retention only on that basis.

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

The place of performance and exclusive place of jurisdiction for all disputes arising from or in connection with the contractual relationship is the Contractor’s registered office, provided the Client is a merchant, a legal entity under public law or a special fund under public law.

Should any provision of these terms be or become invalid, the validity of the remaining provisions shall remain unaffected.