General Terms and Conditions

1. Scope and definitions

1. These General Terms and Conditions apply to all offers, contracts and services of Venturo GmbH (the “Contractor”) towards businesses within the meaning of Section 14 of the German Civil Code (BGB) (the “Client”).
2. Deviating, conflicting or supplementary terms and conditions of the Client only become part of the contract if the Contractor confirms them in writing.
3. Services are consulting, conceptual design, implementation, training and support services and, where applicable, the creation of work results.

2. Contractual basis, order of precedence

1. The following form part of the contract, in this order of precedence (highest priority first): (a) order confirmation/master services agreement (MSA), (b) offer/statement of work (SoW), (c) service level agreement (SLA), (d) data processing agreement (DPA), (e) these General Terms and Conditions.
2. In case of conflict, the order of precedence in paragraph 1 applies.

3. Type of service, duty to cooperate

1. Unless expressly agreed as a contract for work (with result/acceptance), the Contractor provides the Services as a service contract (no specific result is owed).
2. The Client provides in good time all information, access, contact persons, test environments and decisions required for the performance of the Services and ensures that the necessary rights are in place.
3. If the Client delays or omits its cooperation, deadlines are extended appropriately; additional expenses are borne by the Client.

4. Changes to the scope of services (change requests)

1. Change requests must be made in writing. The Contractor communicates the effects on effort, schedule and fees. Changes only take effect upon written confirmation.
2. The Contractor may suspend performance until an agreement is reached.

5. Fees, expenses, payment terms

1. Fees according to the offer/SoW: time and materials or fixed price.
2. Incidental costs (travel, accommodation, expenses, third-party services) are reimbursed against proof, provided they are foreseen in the offer.
3. Invoices are due within 7 days. In the event of default, the statutory provisions apply; rights of retention only apply to undisputed or legally established counterclaims.

6. Deadlines, default

1. Deadlines are only binding if agreed in writing as fixed.
2. In the event of force majeure or events beyond the Contractor's control (e.g. failures of third-party providers or networks), performance obligations are suspended for the duration of the disruption.

7. Acceptance (contracts for work only)

1. For results under a contract for work, the Contractor announces that they are ready for acceptance. The Client inspects them without delay; material defects must be notified in writing.
2. If no acceptance or notice of defects occurs within 10 working days and the work is used productively, acceptance is deemed to have taken place.
3. In the case of material defects, the Contractor must remedy them; further rights remain unaffected.

8. Rights of use, work results, open source

1. The Client receives a non-exclusive right of use, unlimited in time and territory, to individually created work results (concepts, documents, scripts, configurations) for its own purposes. Disclosure to third parties is permitted only to the extent required for the purpose of the contract.
2. Pre-built components, frameworks and methods remain the property of the Contractor; the Client receives a non-exclusive right of use for the purpose of the contract.
3. Where open-source components are used, their licenses apply in addition; the Client will be informed accordingly.

9. Third-party intellectual property rights (indemnification)

The Contractor indemnifies the Client against third-party claims arising from alleged infringement of intellectual property rights by work results created by the Contractor, provided that the Client uses them unchanged and in accordance with the contract. This requires prompt written notice and sole control of the defense by the Contractor.

10. Confidentiality, use as a reference

1. Both parties treat non-public information of the other party as confidential (2 years from the end of the contract).
2. The Contractor may name the Client as a reference (name/logo, project title in general terms), unless the Client objects in writing.

11. Data protection, DPA

1. Personal data is processed in accordance with the GDPR. Details are governed by a separate data processing agreement (Art. 28 GDPR), where required.
2. The Client remains the controller within the meaning of the GDPR and ensures the lawfulness of the data provided.

12. Subcontractors

The Contractor may engage suitable subcontractors and remains responsible for their performance. Subcontractors with access to personal data are named in the DPA.

13. Warranty and liability

1. For services, statutory warranty for defects does not apply; the Contractor is obliged to perform in accordance with recognized standards.
2. Principles of liability:
   • Unlimited liability for intent and gross negligence, as well as for damage resulting from injury to life, body or health and under the Product Liability Act.
   • In the case of simple negligence, the Contractor is only liable for breach of material contractual obligations (“cardinal obligations”); in that case liability is limited to the foreseeable damage typical for this type of contract.
   • For loss of data, the Contractor is only liable up to the typical cost of restoration that would have been incurred had data been properly backed up.
3. Any further liability is excluded.

14. Non-solicitation

The Client undertakes not to actively solicit employees of the Contractor during the term of the contract and for 12 months thereafter. In the event of a breach, an appropriate contractual penalty of €15,000 is due.

15. Term, termination

1. Unless agreed otherwise, the contract runs on a project basis until the Services have been performed.
2. The right to extraordinary termination for good cause remains unaffected.
3. In the event of termination, Services already rendered are invoiced on a time-spent basis; interim results are handed over.

16. Export control, compliance

The Client complies with applicable export and sanctions regulations. Both parties undertake to comply with anti-corruption rules, fair procurement and statutory requirements.

17. Final provisions

1. German law applies; the UN Convention on Contracts for the International Sale of Goods (CISG) is excluded.
2. The place of jurisdiction is, where permissible, Munich.
3. The place of performance is the registered office of the Contractor.
4. Amendments and supplements require written form.
5. Severability clause: Invalid provisions do not affect the validity of the remainder of the contract; they are replaced by the statutory provision.
6. Set-off and rights of retention are only permitted with undisputed or legally established claims.