andTheLight
    andTheLight

    General Terms and Conditions

    for the provision of services by andTheLight GmbH, Penningsfelder Weg 96 A, 51069 Cologne, Email: [email protected] (hereinafter referred to as “Contractor”) towards its clients (hereinafter referred to as “Client”)

    1. General

    1.1 These General Terms and Conditions (GTC) for the provision of services apply to contracts concluded between the Client and the Contractor incorporating these GTC.

    1.2 The Contractor does not conclude contracts with consumers or private individuals.

    1.3 The Contractor is entitled to commission subcontractors in its own name and for its own account to provide the required services, and such subcontractors may in turn engage further subcontractors. The Contractor shall remain the sole contractual partner of the Client. Subcontractors shall not be engaged if it is evident to the Contractor that their engagement conflicts with the legitimate interests of the Client.

    1.4 If, in addition to these GTC, further contractual documents or other terms and conditions in text or written form have become part of the contract, the provisions of such further contractual documents shall prevail over these GTC in the event of a conflict.

    1.5 Any deviating terms and conditions used by the Client shall not be recognized by the Contractor unless expressly agreed otherwise.

    2. Subject Matter of the Contract and Scope of Services

    2.1 The Contractor shall provide the following services to the Client as an independent entrepreneur:

    • IT consulting and IT services, software solutions, web platforms and IT/applications of all kinds. Development, operation and marketing of own digital products and platforms, including Software-as-a-Service (SaaS),
    • Trading in hardware, software and IT-related products as well as brokerage and distribution of licenses, usage rights and other digital products.

    2.2 The specific scope of services shall be the subject of individual agreements between the Contractor and the Client.

    2.3 The Contractor shall perform the contractual services with the greatest possible care and diligence in accordance with the latest state of the art, rules and knowledge.

    2.4 The Contractor is obligated to provide the contractually agreed services. However, in performing its activities, it shall not be subject to instructions regarding the manner of performance, the place of performance, or the time of performance. The Contractor shall determine its working days and time allocation in such a way as to achieve optimal efficiency in its activities and in the realization of the contractual objective. The services shall be provided in coordination and agreement with the Client.

    3. Client’s Duties to Cooperate

    The Client is responsible for providing all information, data and other content required for the performance of the services completely and accurately. The Contractor shall not be responsible in any respect for delays or late performance caused by delayed or necessary cooperation or assistance by the Client; the provisions under the heading “Liability / Indemnification” shall remain unaffected.

    4. Remuneration

    4.1 The remuneration shall be agreed individually.

    4.2 The remuneration shall be payable after the services have been rendered. If the remuneration is calculated according to time periods, it shall be payable after the expiry of the respective time period (§ 614 German Civil Code – BGB). In the case of time and material billing, the Contractor shall be entitled, unless otherwise agreed, to invoice the services rendered on a monthly basis.

    4.3 After rendering the services, the Contractor shall issue an invoice to the Client by post or email (e.g., as PDF). The remuneration shall be due for payment within 14 days after receipt of the invoice.

    5. Liability / Indemnification

    5.1 The Contractor shall be liable without limitation on any legal grounds in cases of intent or gross negligence, in cases of intentional or negligent injury to life, body or health, on the basis of a guarantee promise, unless otherwise regulated, or due to mandatory statutory liability. If the Contractor negligently breaches a material contractual obligation, liability shall be limited to the typical, foreseeable damage, unless liability is unlimited pursuant to the preceding sentence. Material contractual obligations are obligations which the contract imposes on the Contractor according to its content in order to achieve the purpose of the contract, the fulfillment of which makes the proper execution of the contract possible in the first place and on the compliance of which the Client may regularly rely. Otherwise, liability of the Contractor shall be excluded. The above liability provisions shall also apply with regard to the liability of the Contractor for its vicarious agents and legal representatives.

    5.2 The Client shall indemnify the Contractor against any third-party claims asserted against the Contractor due to violations by the Client of these contractual terms or applicable law.

    6. Contract Term and Termination

    6.1 The term of the contract and the notice periods for ordinary termination shall be agreed individually by the parties.

    6.2 The right of both parties to terminate the contract without notice for good cause shall remain unaffected.

    6.3 Upon termination of the contract, the Contractor shall immediately return or destroy, at the Client’s discretion, all documents and other content provided to it. The assertion of any right of retention is excluded. Electronic data shall be deleted completely. This shall not apply to documents and data subject to longer statutory retention obligations, but only until the end of the respective retention period. Upon request, the Contractor shall confirm the deletion in writing to the Client.

    7. Confidentiality and Data Protection

    7.1 The Contractor shall treat all matters that come to its knowledge in connection with the assignment as strictly confidential. The Contractor undertakes to impose the confidentiality obligation on all employees and/or third parties who have access to contractual information. The confidentiality obligation shall apply indefinitely beyond the term of this contract.

    7.2 The Contractor undertakes to comply with all applicable data protection regulations in the performance of the contract – in particular the provisions of the General Data Protection Regulation (GDPR) and the German Federal Data Protection Act (BDSG).

    8. Final Provisions

    8.1 The law of the Federal Republic of Germany shall apply, excluding the CISG.

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

    8.3 The Client shall support the Contractor in the performance of its contractual services through appropriate cooperation, where necessary. In particular, the Client shall provide the Contractor with the information and data required for the fulfillment of the assignment.

    8.4 If the Client is a merchant, a legal entity under public law or a special fund under public law, or if the Client has no general place of jurisdiction in Germany, the parties agree that the registered office of the Contractor shall be the place of jurisdiction for all disputes arising from this contractual relationship; exclusive statutory places of jurisdiction shall remain unaffected.

    8.5 The Contractor is entitled to amend these GTC for objectively justified reasons (e.g., changes in case law, legislation, market conditions, or business or corporate strategy) while observing a reasonable notice period. Existing clients shall be notified by email at least two weeks before the amendment enters into force. If the existing client does not object within the period specified in the amendment notification, the amendment shall be deemed accepted. If the client objects, the amendments shall not enter into force; in this case, the Contractor shall be entitled to terminate the contract extraordinarily as of the date the amendment was to take effect. The notification of the intended amendment shall inform the client of the deadline and the consequences of objection or failure to object.

    8.6 These General Terms and Conditions are originally drafted in German. The English version is provided for convenience only. In the event of any discrepancies or inconsistencies between the German and the English version, the German version shall prevail.