General terms and conditions of business

The subject matter of the contract are Professional Services provided by suresecure GmbH (hereinafter also referred to as "the Contractor") to the contractual partner (hereinafter also referred to as "the Customer"). This shall be understood to mean specialized services and/or products and/or service components ("Professional Services") which are sold either as a package service or as stand-alone products and/or service components of software, licenses and/or hardware to small and medium-sized enterprises and to large enterprises.

The subject matter of the contract includes in particular the following services, in some cases as mixed contract types:

• Implementation projects (special, highly specialized services)
• securescan (precautions and risk assessment in relation to IT security incidents)
• secureassessment (e.g. all-inclusive package for the IT security situation of a company)
• Maintenance & review of the implemented security systems within the framework of security guidelines
• Trainings
• Managed Security Services (possibility to obtain services with a certain
  response time via a contractual relationship)
• Technical Consulting (e.g. SIEM, Cryptography, Data Leakeage Prevention)
• Licenses and hardware

If, according to the contract, the provision of services is also agreed, the contracting parties agree that these are basically projects within the scope of orders placed here and not employment relationships subject to social security contributions between the contractor and the respective client.
There will be no work according to instructions and/or integration into the client's work organisation.

1. offer and acceptance

Binding contracts require in principle the written acceptance of a likewise written, binding offer. The essential terms of the contract shall be summarized by suresecure GmbH as Contractor in a written offer together with attachments. The Contractor shall be bound by this offer for a period of regularly one week, unless a different binding period is expressly stated in the written offer. An acceptance after the expiry of this period is to be understood as a new offer on the part of the Customer, the acceptance of which is at the free discretion of the Contractor.

2. orders and order confirmations

Orders placed by the contractual partner (client) are in principle legally binding for the latter. A contract shall be concluded in such situations, inter alia, if the contractor confirms this order in writing or executes the order without reservation.

3. preliminary negotiations

Declarations, offers and statements made by the contractor or its employees in the course of preliminary negotiations or via websites are to be understood as invitations to submit offers and are therefore subject to change and non-binding. Product descriptions made in this context represent neither an agreement on the quality of the goods nor a guarantee of quality.

4. cost estimates

Cost estimates are generally non-binding and subject to change without notice if the binding nature is not expressly assured. If the contract is based on a cost estimate, suresecure GmbH shall only be liable for the correctness of the estimate if a warranty is assumed for this in the written contract (cf. § 649 BGB).

1. net prices plus sales tax

All prices and price quotations are in euros and are net prices plus the statutory value added tax applicable at the time of delivery. If the order also includes the delivery of goods, the prices shall apply ex warehouse, unpacked, uninsured and duty unpaid.

2. default of payment

In the event of default in payment by the Customer, the Contractor shall be entitled to charge interest for legal transactions in which a consumer is not involved in accordance with Section 288 (2) of the German Civil Code (BGB), currently at a rate of 9 percentage points above the respective base interest rate.

3. price quotations

Price quotations on the Internet, in price lists or catalogues are subject to change without notice.

4. surcharges

If services are rendered between 18:00 hrs - 08:00 hrs (Mon - Fri), a surcharge of 100 % of the originally agreed hourly rate shall be payable; at weekends (Sat 00:00 hrs to Sun 24:00 hrs), a surcharge of 150 % shall be payable.

5. clocking

One day corresponds to 8 hours. Remote assignments are billed at 0.25 hour intervals. For on-site assignments, at least one day is billed. Invoicing beyond this takes place at 0.5 hour intervals.

6. hourly rate

If there is no agreement on an hourly rate, the hourly rate for Professional Services shall be 220€/hour and for Incident Response Services 350€/hour.

7. travel costs and expenses

Unless otherwise stated in the price overview, travel costs and expenses will be charged for the provision of a service involving travel. The travel costs are based on the actual time and effort spent. Travel time is charged at 50 % of the hourly rate stated in the price overview. Travelled kilometres are charged at € 0.40 per kilometre. The charge rate is a flat rate of € 120.00 per day of service provided.

1. liability

Delivery dates and delivery times are binding if they are expressly agreed in writing in the contract or its annexes. Delivery shall always be made subject to the proviso "while stocks last".

2. discretion

Unless a fixed delivery date has been expressly agreed, the Contractor shall have the right to determine the delivery time at its reasonable discretion; Section 315 of the German Civil Code shall apply.

3. changes and additions to the order

In the event of subsequent changes or additions to the order on the part of the customer which have an influence on the delivery, the delivery date shall be postponed accordingly and, in case of doubt, a new binding delivery date must also be agreed.

4. postponement of the delivery date

If circumstances arise which make it impossible to meet the delivery date, the delivery date shall be postponed by a reasonable period of time.

5. Right of withdrawal of the client

The Client may withdraw from the contract if it grants the Contractor a reasonable period of grace after expiry of the extended deadline and the order is not fulfilled within the period of grace. The declaration of withdrawal must be made in writing. In such cases, the Contractor's obligation to deliver shall lapse as a result of the withdrawal.

6. partial deliveries

In deviation from § 266 BGB (German Civil Code), the contractor is entitled to make partial deliveries, provided that this is reasonable for the contractual partner.

7. purchase obligation

The Contractor shall be obliged to collect or, as the case may be, accept the goods. Delivery shall be deemed to have taken place as soon as the goods are held ready for collection on the agreed date or are handed over to the forwarder or carrier.

1. transfer of risk

The risk shall pass to the Contractor as soon as the consignment has been handed over to the person carrying out the transport or has left the warehouse for the purpose of dispatch. If the shipment is delayed for reasons for which the contractor is not responsible, the risk shall pass to the client upon notification of readiness for shipment. The storage costs incurred in this case shall be borne by the customer.

2. packing, shipping and insurance

The mode of dispatch shall be determined at our reasonable discretion, unless otherwise stipulated in the contract. The costs of packaging, shipping and insurance shall be borne by the Client, if applicable.

3. duty to give notice of defects

The obligations to inspect and give notice of defects are based on § 377 HGB. The Contractor shall inspect the delivery immediately upon receipt, also for externally undetectable transport damage, and shall immediately notify the transport company and the Contractor in writing of any damage.

The contractor retains ownership of sold goods until receipt of all payments from the business relationship with the contractual partner. In the event of seizures or other interventions by third parties, the customer must notify the contractor immediately and provide information about the seizure by submitting the enforcement protocol. Until receipt of all payments from the entire business relationship, the Contractor shall be entitled to withdraw from the contract and to demand the return of the object of sale in the event of conduct in breach of contract on the part of the contractual partner, in particular in the event of default in payment. The right to claim damages (in particular loss of profit) is reserved.

The client may only offset counterclaims or assert rights of retention if his counterclaims are legally established, undisputed or acknowledged.

The warranty for defects and the associated time limits are generally based on the statutory requirements, which also depend on the respective type of contract, but in accordance with the following provisions: If the Client claims a defect, he shall prepare a comprehensible defect report and give the Contractor the opportunity to examine the defect and, if necessary, to remedy it.

If a defect is notified in due time, the Client must first demand that the Contractor rectify the defect or deliver a replacement free of charge. Subsequent claims for rescission (cancellation of the contract) or reduction (reduction of the purchase price) shall remain excluded until then. Only if attempts to remedy the defect have failed at least three times, or if the replacement deliveries repeatedly show the same defect and further waiting becomes unreasonable for the customer, the rights to rescission and reduction shall revive. However, withdrawal by the contractual partner is excluded if the defect is only insignificant.

If the contractual partner decides to withdraw from the contract due to a defect after a failed supplementary performance, he shall not be entitled to any additional claim for damages due to the defect. In the case of the sale of goods, such as hardware, the client must first send these together with a comprehensible description of the defect to the contractor's place of business at his own expense and risk for examination and, if necessary, rectification.

Should the inspection reveal that there was no defect, the contractual partner shall be obliged to pay the costs of the inspection at the usual remuneration for this. The statutory provisions of §§ 478, 479 BGB on the recourse of the entrepreneur remain unaffected. Reduced goods from sales or used products are excluded from the warranty.

Claims for defects on the part of the customer shall become statute-barred after 12 months, calculated from the transfer of risk, unless there is a statutory mandatory liability due to intent or the law mandatorily prescribes longer periods. This limitation period shall apply to any claims, in particular also claims for compensation for consequential harm caused by a defect, which are connected with any defects. Any guarantees on the part of the Contractor shall be governed by the specific agreement made in each case.

The liability of the Contractor, its legal representative or vicarious agent for slightly negligent breach of immaterial contractual obligations is excluded. In the event of a breach of material contractual obligations which is not due to intent or gross negligence on the part of the Contractor, liability shall be limited to the foreseeable direct damage typical for the contract. Liability shall be excluded for damages due to defects of title, for indirect damages, consequential damages or loss of profit, unless the liability is based on intent or gross negligence on the part of the executive bodies or senior employees of the contractor. The client is responsible for backing up data at regular intervals. A liability for data losses as well as the costs of useless data input, as well as possible restoration costs is not taken over on the part of the contractor.
Insofar as the liability of the contractor is excluded or limited in accordance with the above provisions, this shall also apply with regard to the personal liability of the organs, representatives, employees and vicarious agents. Liability under the Product Liability Act remains unaffected by the above limitations of liability.

1. choice of law

All contracts under this agreement shall be governed exclusively by the laws of the Federal Republic of Germany to the exclusion of the UN Convention on Contracts for the International Sale of Goods.

2 Place of performance and jurisdiction

The place of performance and exclusive place of jurisdiction shall be the place of the Contractor's principal place of business, as the respective contractual partners are merchants, legal entities under public law or special funds under public law. However, the contractor is also entitled to sue the contractual partner at any other legal place of jurisdiction.

3. data protection, data secrecy

Data protection is of paramount importance in this highly sensitive business area. The parties therefore mutually undertake to keep all business and trade secrets of the other party secret, not to pass them on to third parties or to exploit them in any way. The documents and information received by the other party on the basis of the business relationship may only be used within the scope of the respective purpose of the contract. The parties undertake to oblige all employees, vicarious agents and subcontractors involved in the project or data processing in writing to comply with the data protection provisions in accordance with § 5 BDSG, among others. These obligations shall continue to exist after termination of the contract.

4. severability clause

Should one or more provisions of these General Terms and Conditions be or become ineffective or should they contain a loophole, the parties shall replace or supplement the ineffective or incomplete provision with an appropriate provision which corresponds as far as possible to the economic purpose of the intended provision. The validity of the remaining provisions shall remain unaffected.

5. translations

In the case of translated versions, the German version of the General Terms and Conditions in the respective current version shall prevail.

6. arbitration agreement

All disputes arising in connection with the contract or concerning its validity shall be finally settled in accordance with the Rules of Arbitration and the Supplementary Rules for Expedited Proceedings of the German Institution of Arbitration (Deutsche Institution für Schiedsgerichtsbarkeit e. V.). (DIS), to the exclusion of the ordinary course of law. The place of arbitration shall be at the Contractor's place of business. The applicable substantive law shall be German law. The language of the arbitration proceedings shall be German.

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