Terms and Conditions for work and services (GTC)

Yuuki Management Consulting GmbH (hereinafter “Yuuki”) provides its customers with a range of consulting and other services in the field of information and communication technology (hereinafter “Services”).

All work and services provided by Yuuki are subject exclusively to these General Terms and Conditions for work and services (hereinafter “GTC”).

Diverging terms and conditions of the customer shall only apply if Yuuki expressly agrees to their validity in writing. The same applies to amendments and additions to these GTC.

Verbal assurances or side agreements are only binding if confirmed in writing by Yuuki.

Yuuki's GTC shall also apply if Yuuki performs services with knowledge of the customer's differing or conflicting terms and conditions – unless Yuuki expressly objects to such services.

A contract between Yuuki and the customer is only concluded through a written agreement. Offers from Yuuki are binding for a period of two weeks from the date of the offer, unless otherwise stated.

The following order of precedence applies:

1. Individual contractual agreements between Yuuki and the customer,
2. Yuuki’s service description,
3. Yuuki’s General Terms and Conditions (GTC).

In case of contradictions or ambiguities, the provisions mentioned first shall take precedence over the subsequent ones. Any gaps in the regulations shall be supplemented by the subsequent provisions.

Yuuki provides its services based on the state of the art and the expertise available at the time the contract is concluded, as can be expected from a company specialized in this field.

Yuuki employees generally perform their services with a weekly working time of 40 hours.

If the work is carried out entirely or partially outside Yuuki's premises, the client shall ensure that Yuuki employees have unrestricted access to the required workplaces and technical facilities so that the agreed 40 hours per week can be performed.

If access cannot be guaranteed, the client is still obligated to pay for the full 40 weekly hours per employee – provided Yuuki is willing and able to perform the services.

If the client requests overtime, it will be charged in addition to the agreed rate according to the following rules:

Yuuki is only obligated to perform services within the legally permissible – especially labor law – regulations.

If deadlines for the performance or delivery of services by Yuuki are specified in the contract or during its execution, they are deemed to be non-binding target dates – unless expressly designated as binding.

If the basis for the scheduling changes, Yuuki is entitled to request a reasonable adjustment of the deadlines. This applies in particular if the client fails to meet agreed cooperation obligations on time or properly.

The start of the service or delivery times stated by Yuuki requires that all necessary technical questions are clarified in advance.

Compliance with performance and delivery obligations by Yuuki also requires that the client fulfills their contractual obligations correctly and on time. Yuuki reserves the right to refuse performance in case of breach of contract.

If the client is in default of acceptance or culpably violates other duties to cooperate, Yuuki is entitled to demand compensation for any resulting damage, including additional expenses. Further legal claims remain unaffected.

The remuneration for Yuuki’s services is based on the individual contractual agreement with the client.

The statutory VAT is not included in the agreed prices and will be listed separately on the invoice at the applicable rate on the date of billing.

The stated prices are generally exclusive of travel, accommodation, and meal expenses (per diem), which are to be borne additionally by the client.

Also not included in the price are any fees or charges from authorities – regardless of whether they are regional, national, or international. Such fees will be invoiced separately to the client.

A cash discount is only permitted if expressly agreed in writing.

If Yuuki depends on decisions or cooperation from the client (or their representatives) during service provision and delays occur, the resulting waiting time will be charged as working time – provided Yuuki is ready and able to perform. Further claims remain unaffected.

Unless otherwise agreed, Yuuki will issue monthly invoices based on hours worked and a record of performance. This invoice is due immediately and must be paid within two (2) weeks from the invoice date. If payment is not made on time, the client is automatically in default – without the need for a reminder.

In the event of payment default, Yuuki is entitled to charge default interest of 8 percentage points above the current base interest rate in accordance with § 247 BGB.

Further claims due to payment default – such as higher interest charges or reasonable legal costs – remain expressly reserved.

Yuuki is entitled to adjust these General Terms and Conditions as well as the services offered and their fees. In such cases, the client will be informed in writing or by email – including a note on the right to object to the change within one month in writing. If no objection is made in due time, the new terms are deemed accepted and the contractual relationship will continue accordingly.

The contract is concluded for the term specified in the agreement. If no fixed term is agreed upon and the contract is concluded for an indefinite period, either party may terminate it with three months' notice to the end of the month in writing.

If no explicit term is agreed and Yuuki performs services under contract-for-work law, § 649 BGB applies.

The right to extraordinary termination without notice for good cause remains unaffected.

A good cause for immediate termination by Yuuki exists in particular if:

• the customer is in arrears with payment of the agreed fee or a substantial part thereof for two consecutive months,
• the customer is in arrears for more than two months with a total amount equivalent to two monthly payments,
• the customer breaches essential contractual obligations despite a written warning,
• insolvency proceedings over the customer’s assets are initiated or rejected due to lack of assets.

In the case of a justified termination by Yuuki, all outstanding claims become immediately due.

1. Contractual Obligations
   The customer’s obligations are primarily defined by the contract. Additionally, the customer agrees to:
   • pay the agreed fees plus statutory VAT on time,
   • cover costs resulting from failed direct debits,
   • not misuse Yuuki’s services and to comply with applicable laws and third-party rights (e.g., copyrights or trademarks).
2. Duty to Cooperate
   The customer provides all necessary information and documents to Yuuki on time and informs Yuuki of relevant organizational or technical changes.
3. Work Performed Offsite
   If services are provided at the customer's site, the customer ensures suitable workplaces, equipment, and access.
4. Indemnification for Damages
   The customer indemnifies Yuuki against all third-party claims if damage occurs due to their actions or hazards in their business.
5. Liability for Breach of Duty
   If the customer fails to meet cooperation duties, they are liable for damages and must indemnify Yuuki against all resulting claims and costs (e.g., legal fees).
6. Use of Software and Products
   The customer is responsible for proper use, maintenance, and management of software or products from Yuuki unless otherwise agreed. Third-party terms apply to third-party products.
7. Acceptance of Deliverables
   If Yuuki delivers services requiring acceptance (e.g., software), the customer must promptly accept them. Acceptance cannot be denied for minor defects.
8. Non-Acceptance Services
   Trainings, consultations, and support services do not require formal acceptance.
9. Document Review
   Yuuki provides documents such as concepts for review. The customer must request changes within 10 business days. Yuuki will implement those changes within at least 10 more business days. After that, the documents are deemed contractually compliant.
10. Contractual Delivery
    For deliveries, the customer must inspect the goods immediately and report any defects without delay.

All rights to the custom-developed software and associated documentation (e.g., manuals) remain with Yuuki. This includes copyright, patent, and industrial property rights.

Upon full payment, you receive the right to use the software and documentation. This right is non-exclusive, non-transferable, and includes the source code.

If third-party components are needed, Yuuki will acquire the necessary rights on your behalf and at your cost. You will be informed. Yuuki assumes no further obligations regarding third-party software.

If a third party claims that Yuuki’s software or delivered materials infringe their rights, Yuuki will defend you – provided you inform Yuuki promptly and fully and grant all necessary rights for legal defense. Yuuki decides how to proceed while respecting your interests.

If a court rules that a delivered product violates third-party rights, Yuuki may either:

• take back the product and refund part of the price (minus usage), or
• ensure continued use through adjustments or agreements with the third party.

All products, materials, or other services you receive from Yuuki under the contract remain Yuuki’s property until you have fully paid all agreed amounts.

This means that ownership is only transferred once you have settled all contractual claims in full.

If you conclude a separate maintenance agreement with Yuuki, Yuuki will maintain the software in accordance with the terms of that agreement.

Without such a contract, Yuuki – apart from any warranty claims under Article 13 – is not obligated to maintain the software it developed or delivered.

If no maintenance agreement was concluded at the time of software delivery, Yuuki is not obligated to offer or enter into a maintenance agreement later.

Yuuki guarantees under statutory provisions that its services are free of defects that would significantly impair or make impossible the agreed or usual use.

During software testing, Yuuki cannot guarantee that all potential errors will be discovered.

If you received consulting services and Yuuki overlooked important aspects necessary for proper service delivery, you must allow Yuuki a reasonable period to correct them.

If Yuuki fails to meet a deadline, it is only in default if the delay was its fault. Yuuki is not liable for delays caused by you.

Both parties agree that software can never be completely free of errors. A defect exists if the core functions do not operate as agreed. Yuuki develops the software with great care and aims to avoid defects. If one occurs, Yuuki will correct it as quickly as possible – either after completion or, if an acceptance test was agreed upon, after acceptance.

If Yuuki cannot remedy the defect in a reasonable time, you may withdraw from the contract or demand a price reduction. If the defect affects only part of the software and the remainder is still useable, the warranty only applies to the defective part.

The warranty period is 12 months from the date the risk (e.g. via delivery) is transferred to you. Longer statutory periods, such as those for guarantees or liability, remain unaffected.

If you engage third parties to make changes or interventions to the delivered products or services without prior coordination with Yuuki, all claims for warranty, guarantee, and service are void.

Yuuki is liable without limitation for damages resulting from intent or gross negligence.

In cases of slight negligence, Yuuki is only liable for breaches of essential contractual obligations (cardinal obligations). In such cases, liability is limited to the foreseeable, contract-typical damage.

Yuuki is not liable for indirect damages, loss of profit, or loss of savings.

These limitations of liability also apply to Yuuki’s legal representatives and vicarious agents.

Liability under the Product Liability Act or for injury to life, body, or health remains unaffected.

You and Yuuki agree to observe the applicable data protection laws, in particular the General Data Protection Regulation (GDPR).

If required, both parties will enter into a data processing agreement in accordance with Article 28 GDPR.

Both parties undertake to maintain confidentiality regarding all confidential information obtained in the course of their cooperation, even beyond the termination of the contract.

This does not apply to information that is publicly known, was lawfully known without a confidentiality obligation, or must be disclosed due to legal obligations or court orders.

Both parties agree not to poach or hire employees from the other party during the term of this agreement and for a period of twelve months thereafter.

This applies to both permanent and freelance employees or any other individuals who are or were working for the other party.

It is also prohibited to offer these individuals employment contracts or to otherwise entice them into working together.

You and we agree not to disclose any confidential information received in the course of our collaboration – such as know-how, trade, or business secrets – to third parties or to use them for any other purpose.

We may only disclose this information if the other party has given prior express written consent, or if the information is already publicly known or becomes public through no fault of our own.

This obligation remains in effect for three years after the end of our collaboration.

All individuals working for you or for us must also adhere to this confidentiality agreement.

If you have provided us with documents or other materials, we will return or destroy them after the project is completed if you request this. Exceptions apply to documents we need for documentation or legal protection – we may continue to store those confidentially.

You also grant us permission to use your name appropriately for reference or marketing purposes.

We hereby inform you pursuant to § 33 para. 1 of the Federal Data Protection Act (BDSG) and the Telemedia Data Protection Act that we store and process your contact data electronically. This is done only to the extent necessary to fulfill our contractual obligations.

Yuuki may store, process, and use your personal data (e.g., name, address, contact information) if it is necessary to initiate, structure, or amend the contractual relationship. This is referred to as "inventory data."

You consent to our use of your inventory data to advise you, promote our own offers, and conduct internal market research – solely for Yuuki’s own purposes.

You may only transfer rights and obligations from this contract to others with Yuuki’s prior written consent.

All agreements between you and Yuuki must be documented in writing.

Changes or additions to this contract are only valid if made in writing. Unless a legally required form applies and unless expressly agreed otherwise in writing, a fax is sufficient. However, an email without a digital signature is not.

If any provision of this contract or these terms is or becomes invalid, or if anything is missing, the rest of the contract remains valid. In that case, both parties agree to find a new provision that comes as close as possible to the original intent.

If you are a merchant, a legal entity under public law, a special fund under public law, or have no general place of jurisdiction in Germany, the place of jurisdiction for all disputes shall be the location of Yuuki’s headquarters. This also applies if you move your residence abroad after concluding the contract or if your place of residence is unknown at the time a lawsuit is filed.

Only German law applies. The UN Sales Law does not apply.

The place of performance for all services and payments is Yuuki’s headquarters.