§ 1 Scope of Application
dseven GmbH provides its services and deliveries (together “Services”), including future transactions with the customer from an ongoing business relationship, exclusively based on these General Terms and Conditions (“GTC”). Deviations or changes must be agreed in writing. The customer’s general terms and conditions do not apply, even if reference is made to such in individual documents used in connection with the conclusion of the contract, unless dseven GmbH expressly agrees to their validity in writing. The execution of a service does not constitute approval in this respect.
These GTC apply only to entrepreneurs within the meaning of § 14 BGB. dseven GmbH is entitled to change these GTC at any time. dseven GmbH will inform the customer about such changes in text form. The change is deemed approved by the customer if he does not object in text form within six weeks of receipt of the change notification. dseven GmbH will inform the customer of this consequence in the change notification.
§ 2 Conclusion of Contract, General Provisions for Service Provision
The contract is generally concluded through a corresponding offer from dseven GmbH, which specifies the relevant service contents and conditions, and a corresponding order from the customer. The content and scope of the services to be provided are determined by the offer from dseven GmbH.
dseven GmbH owes the performance of the contractual services with the industry-standard care. dseven GmbH may use third parties (e.g., subcontractors, freelancers) for service provision.
Working days within the meaning of the contract are Monday to Friday, excluding public holidays in Hamburg. The regular working hours of dseven GmbH are weekdays from 10:00 to 18:00.
dseven GmbH owes user or other documentation only if and to the extent that this is agreed upon in individual cases.
To the extent that the services of dseven GmbH relate to or are carried out within the scope of customer projects, the overall responsibility for project planning, execution, and management, including scheduling and resource deployment, lies with the customer.
dseven GmbH does not owe any verification of compliance with applicable laws or regulations in relation to the customer’s business transactions, to which the services to be provided by dseven GmbH relate, nor any verification of the accuracy, completeness, integrity, or authenticity of the data provided by the customer for service provision or processed using the services provided by dseven GmbH.
§ 3 Special Provisions for Agile Development
If it is agreed that dseven GmbH will use an agile development process for software creation, this process will be actively managed by a Product Owner designated by the customer. The customer formulates requirements for the software. The parties document these requirements in stories, which the customer’s Product Owner formulates in coordination with dseven GmbH and places in a product backlog, accessible to both parties, where the customer can prioritize tasks. dseven GmbH develops the software according to the backlog in iterations.
The customer continuously tests the services of dseven GmbH, including during ongoing iterations. At the latest after the completion of an iteration, which dseven GmbH notifies the customer of its completion, the customer is obligated to promptly test the iteration’s result and either approve it or communicate the reasons for rejection. If the result is rejected, the parties will agree whether further work should take place in the next iteration.
§ 5 General Customer Cooperation Obligations
The customer provides dseven GmbH with all necessary documents and information for the service provision, as well as any agreed contributions (e.g., hardware or software components to be procured by the customer and/or image and text material for integration into websites, online shops, online platforms, apps, etc.) in a timely, complete, current version, in the agreed format, free of malware, and free of third-party rights. If the design freedom for the service provision lies with dseven GmbH (especially in design services), the customer specifies his ideas and requirements for the service before the service provision begins (e.g., within an initial briefing). If the customer realizes that contributions or his own information or requirements are incorrect, incomplete, or not up-to-date, he informs dseven GmbH immediately and takes all necessary corrective measures.
Regarding provided or contributed materials and system components, the customer ensures that he is authorized to provide them to dseven GmbH and has the necessary usage and, if applicable, modification rights. He grants dseven GmbH the simple usage and modification rights necessary for contract execution. The customer ensures that all applicable legal regulations (especially data and consumer protection laws) and industrial property, copyright, and other third-party rights are observed when using the work results created by dseven GmbH (e.g., websites, online shops, online platforms, apps, etc.).
The customer indemnifies dseven GmbH against all actual and alleged claims, including the costs of legal prosecution, which a third party asserts against dseven GmbH in connection with the circumstances mentioned in this § 4.2, claiming an infringement of industrial property rights, copyrights, or other rights. If the customer recognizes or must recognize that such an infringement is imminent, he informs dseven GmbH immediately.
The customer is also responsible for the timeliness, correctness, stability, and compatibility of the contributions with the other IT components used in the contract execution and with the existing IT landscape at the customer. The customer informs dseven GmbH immediately about all relevant peculiarities of the contributions, especially about any defects, maintenance measures taken, or additional or own developments. The customer informs dseven GmbH in documented form about special conditions, e.g., license conditions of provided systems or components that must be observed by dseven GmbH during the service provision.
The customer ensures sufficient and state-of-the-art measures in his organizational and responsibility area (including data center service providers commissioned by the customer) in the interest of data and information security, especially regular (usually daily) data backups. This also applies to securing the customer’s data against damage or loss during the agreed services’ execution, during which dseven GmbH accesses the customer’s systems; for this purpose, the customer creates a complete backup of his current data inventory on a suitable storage medium before the first (even test) use of a service acquired from dseven GmbH.
The customer generally acknowledges that the success of IT projects depends decisively on close cooperation between the parties, mutual cooperation obligations, and constant planning and coordination. The customer supports dseven GmbH adequately and at his own expense in the contract execution, including providing necessary personnel resources. He designates a responsible, knowledgeable contact person and a deputy authorized to make all decisions and take actions related to the contract execution. The customer informs dseven GmbH immediately of any changes to these persons.
If the customer uses third parties (e.g., other service providers such as agencies) to fulfill his cooperation obligations, he informs dseven GmbH immediately.
Additional costs caused by the customer’s failure to perform or timely, complete, or proper fulfillment of cooperation obligations are borne by the customer.
§ 5 Service Changes (Change Requests)
Unless the approach for adapting service contents already results from the chosen approach model (e.g., in agile development), and unless otherwise regulated in individual cases (e.g., agency procedures with back-to-back coordination with the end customer), the following applies to service changes:
If the customer wishes to change agreed services, including changes to the agreed schedule, he expresses the change request through the ticket system used by dseven GmbH or by email, specifying the exact service contents and reasons for the desired change. dseven GmbH will examine within a reasonable time what effects the desired change would have on the contract execution, especially concerning costs/extra expenses, deadlines, and the customer’s cooperation obligations. If dseven GmbH recognizes that services to be provided cannot or can only be delayed due to the change request’s examination, dseven GmbH will inform the customer. If the customer agrees to the delay, dseven GmbH continues examining the change request. The customer is entitled to withdraw his change request at any time; the initiated change process then ends.
The implementation of change requests is carried out for a separate fee according to the current prices of dseven GmbH. The customer also bears the expenses incurred by the change request, including the examination of the change request, the preparation of a change proposal, and any idle times.
After examining the change request, dseven GmbH informs the customer of the effects on the contract execution. dseven GmbH submits either a detailed proposal for implementing the change request, indicating whether and to what extent a separate fee is incurred, or explains why the change request.
(June 2024)